TruCap Finance Cancels ₹55.75 Crore Worth of Warrants

TruCap Finance Limited has informed that 55,74,912 convertible warrants has been cancelled as the warrant holder has voluntarily renounced the same and waived any rights to apply or subscribe for the equity shares for the warrant, citing the recent market conditions. Consequently, the firm has lost ₹13.94 crore, which is 25% of the upfront consideration paid.

No Fresh Capital Raised in Q4 FY25

In a regulatory filing as per provisions of Regulation 32 of the Listing Obligations and Disclosure Requirements regulations of SEBI, TruCap said it has not made any public, rights, preferential or QIP issue during the quarter ended March 31, 2025. A NIL variation certificate along with the Monitoring Agency Report of Infomerics Valuation and Rating Pvt. Ltd. were also presented.

Details of Warrant Cancellation

The 55,74,912 warrants were part of a preferential issue, which was priced at ₹71.75 and approved by the shareholders. These were fully convertible into equity shares of the Company. But in a letter dated March 28, 2025, investor Krest Confin Private Ltd., said the steep fall in the share price rendered the conversion unfeasible. The company in accordance with the request cancelled the warrants in terms of Regulation 169(3) of SEBI (ICDR) Regulations. A sum of Rs13.94 crore is liable to be forfeited as 25% upfront application money.

Monitoring Agency Report: No Deviations in Fund Use

Infomerics’ monitoring report for both active warrant tranches (₹65.42 crore and ₹40 crore issues) stated that there were no material deviations in the usage of funds. For the ₹65.42 crore issue, ₹12.06 crore (25% of the warrant price) was received and fully utilized for onward lending during FY24. Similarly, for the ₹40 crore issue, only ₹10 crore (25% of issue value) had been received and partly deployed by March 2025.

Object-Wise Fund Deployment

• An amount of ₹33.77 crore was proposed under Onward Lending & Capital Use, out of which ₹12.06 crore has been utilised and ₹21.71 crore remains unutilised.
• ₹7.72 crore is part of Debt Repayment (NDRF) and no amount has been spent, the full amount is at present unspent.
• For General Corporate Purposes ₹ 6.75 crore was recommended and not used till date; the total amount is unutilised.

The monitoring reports emphasized that all deployment was consistent with the offer documents, with no idle fund concerns or delays in implementation. Completion for all planned activities remains on track with a deadline of December 31, 2025 for the first issue, and June 2026 for the second.

Strategic Commentary

This development reflects prudent capital management by TruCap Finance given the current market conditions. Although the forfeiture represents a loss in the near term, it serves to protect shareholders’ long-term value by preventing dilution at unattractive prices.

With total planned fund inflows of ₹105.42 crore across both tranches and over ₹23 crore already collected, TruCap continues to demonstrate financial discipline and compliance in fund utilization as certified by its auditors and monitoring agency.

About TruCap Finance Limited

TruCap Finance Limited is a non-banking financial company (NBFC) focused on retail and MSME lending. It is promoted by Wilson Holdings, with key shareholders including the Mehta family and Anjaneya Realty Management LLP.

Dividend History:

TruCap has not declared any dividend for FY24 or FY25 as of the latest filings.

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REF: https://www.bseindia.com/xml-data/corpfiling/AttachLive/4872a114-7828-4357-93a0-a72267d00097.pdf