Your directors are pleased to present the 31^st Annual Report
along with the Audited Standalone and Consolidated
Financial Statements of TruCap Finance Limited
(“Company”) for the financial year ended March 31, 2025
(“Report”).

The equity shares of your Company are listed on BSE
Limited (“BSE”) and National Stock Exchange of India
Limited (“NSE”). The Company is registered with the
Reserve Bank of India (“RBI”) as a Non-Deposit accepting
Non-Banking Financial Company (“NBFC”). Further, as
per the Master Direction-Reserve Bank of India (Non¬
Banking Financial Company - Scale Based Regulation)
Directions, 2023, dated October 19, 2023, as amended,
issued by the RBI (“Master Direction"), based on the asset
size, as on March 31, 2025, the Company falls under the
Base Layer and accordingly is required to comply with

the regulations as are applicable for NBFC-Base Layer.
Additionally, during the year under review, the Company
has been registered as Corporate Agent (Composite) with
the Insurance Regulatory Development Authority of India
(“IRDAI”) under the Insurance Regulatory and Development
Authority Act, 1999, as amended (“IRDAI Act”) read with
Insurance Regulatory and Development Authority of India
(Registration of Corporate Agents) Regulations, 2015
(“IRDAI Regulations”)

Pursuant to the applicable provisions of the Companies
Act, 2013 read with applicable circulars (including any
statutory modification(s) or re-enactment(s) thereof, for
time being in force) (“Act”), the Securities and Exchange
Board of India (“SEBI”) (Listing Obligations and Disclosure
Requirements) Regulations, 2015, as amended (“Listing
Regulations”), Master Direction, and other applicable
circular(s)/notification(s) issued by RBI, IRDAI Act and IRDAI
Regulations, this Report covers the financial statements and
other developments in respect of the Company, during the
financial year ended March 31, 2025 and up to the date of
the Board Meeting held on August 14, 2025, approving this
Report.

The financial statements are prepared in accordance with the
Act read with Schedule III of the Act and in accordance with
the Indian Accounting Standards and relevant provisions of
the Listing Regulations, Master Direction for the financial
year ended March 31, 2025 and IRDAI Act read with IRDAI
Regulations, and forms part of this Annual Report and are
also available on the website of the Company i.e., www.
trucapfinance.com.

Review of Business Operations and State of Affairs
of the Company

During the year under review, the Company's total income,
on a consolidated basis, amounted to ^ 19,955.93 lakhs
compared to ^ 18,284.39 lakhs in the previous year and total
income, on a standalone basis, amounted to ^ 19,925.61
lakhs compared to ^ 18,200.54 lakhs in the previous year.
Loss before tax on a consolidated basis stood at ^ 7,116.12
lakhs compared to profit of ^ 1,142.32 lakhs in the previous
year and loss after tax on consolidated basis stood at
^ 5,925.00 lakhs compared to profit of ^ 1,096.31 lakhs in
the previous year.

There has been an increase in the operating expenses from
^ 9,110 lakhs in the financial year ended March 31, 2024
to ^ 18,557.71 lakhs during the financial year ended March
31, 2025, which was largely due to operating expenditure,
provision on loans, impairment on assets and building the
branch network.

Change in Nature of Business

The Company primarily operates as a non-banking financial
company registered with the RBI and is into the business of
lending against the collateral of gold, loan to MSME sector
through unsecured business loans etc. Further, foreseeing
the benefits of acting as a corporate agent for the insurance
companies by cross selling the insurance products to its
borrowers, the Company has, on December 18, 2024,
additionally obtained certificate of registration to act as a
Corporate Agent (Composite) from the IRDAI.

Shifting of Registered Office Address of the
Company

The Board of Directors have, approved change in
registered office address of the Company, within the
local limits of the town or city from A-Wing, 3^rd Floor, D. J.
House, Old Nagardas Road, Andheri (East), Mumbai-400
069 to 4^th Floor, A Wing, D.J. House, Old Nagardas Road,
Andheri (East), Mumbai-400 069, with effect from April
26, 2025.

Material changes and commitments affecting
financial position between end of the financial year
and date of this Report

Save for the strategic initiatives detailed below, there
have been no material changes or commitments that may
significantly affect the financial position of the Company
between the end of the financial year and the date of this
Report.

Strategic Initiatives

The Board of Directors have at its meeting held on May
26, 2025, inter alia, approved the execution of definitive
agreements with Marwadi Chandarana Intermediaries
Brokers Private Limited, belonging to Marwadi Chandarana
Group (“MCG”) and the existing promoters and members of
promoters group for:

a. Subscription to 11,56,80,000 equity shares and
9,37,00,000 convertible warrants for a total
consideration of ^ 206.87 crores through preferential
issue by execution of securities subscription
agreement (“Primary Acquisition”).

b. Acquisition of 3,68,00,220 equity shares of the
Company from the existing promoter and promoter
group through a share purchase agreement
(“Secondary Acquisition”).

The Primary Acquisition and Secondary Acquisition has
triggered an open offer under SEBI (Substantial Acquisition
of Shares and Takeovers) Regulations, 2011, as amended
and are subject to regulatory approvals, including from the
Reserve Bank of India. For the Primary Acquisition, the
Company obtained approval from the shareholders of the
Company on June 25, 2025. Further, the Company is seeking
approval from regulatory authorities, stock exchanges and
other corporate approvals required for the proposed change
of control/open offer and change of management.

Further, upon completion of the open offer and the proposed
transactions, and fulfilment of certain conditions precedent
by the existing promoters, MCG will become the new
promoter of the Company, and the existing promoters will
be reclassified as public shareholders in accordance with
Listing Regulations.

Further, the Board of Directors had approved execution
of term sheet with InCred Financial Services Limited
(“Incred”) for slump sale of gold loan business (along with
its respective assets and liabilities) (“Proposed Slump
Sale”), subject to approval of shareholders of the Company
and other corporate approvals, as required and specified
in term sheet. The Shareholders of the Company had,
pursuant to the provisions of Section 180(1)(a) of the Act
read with applicable rules and Regulation 37A of the Listing
Regulations, approved the Proposed Slump Sale through
e-voting by way of postal ballot on April 10, 2025. However,
due to certain factors which were outside the control of both
the parties, the term sheet was mutually terminated by both
the parties.

The Promoters and the Board is of the view that the
termination of the proposed slump sale of gold loan business
and the acquisition of a controlling stake in the Company
by MCG is poised to bring several strategic and operational
benefits to the Company, which will directly support its
next phase of growth. This change in control will mark a
significant milestone in the Company's journey and will
result in a stronger balance sheet with formidable access
to capital for sustainable growth in future years. With a

network of 122 branches spread largely across Tier 2, Tier
3 and Tier 4 towns, the Company will continue to focus
on enhancing growth, profitability and capital efficiency
through Gold Loans, MSME Business Loans, etc.

Co-Lending and Business Correspondent model

In order to provide greater operational flexibility to banks and
NBFCs for reaching out to priority sector, a revised scheme,
renamed as co-lending model (CLM) was introduced by
the RBI effective November 05, 2020. The primary focus
of the co-lending scheme is to improve the flow of credit
to the unserved and underserved sectors of the economy
and make available funds to the ultimate beneficiary at an
affordable cost, considering the comparative advantage of
lower cost of funds of banks and greater reach of NBFCs.
Taking benefit of banks' low-cost funding and leveraging
the extensive reach and presence of the Company in the
northern and western geographies of India, as on March 31,
2025, the Company has entered into strategic alliances with
5 leading public and private sector banks and 7 financial
institutions for Co-Lending and Business Correspondent
arrangements.

As on March 31, 2025, the overall AUM through co-lenders
model stood at ^ 433 crores (including loan against collateral
of Gold) which was at 42.00% of the total AUM as on March
31, 2025.

Transfer to Statutory Reserve Fund

During the financial year ended March 31, 2025, the
Company has incurred losses and accordingly, in terms
with the Section 45-IC(I) of the RBI Act, 1934, the
Company is not required to transfer funds to the Statutory
Reserve Fund.

Credit Rating

During the year under review and till the date of this
Report, there were notable developments in the credit
ratings assigned to the Company by various credit rating
agencies.

As on March 31, 2025, the ratings assigned by the credit
rating agencies were as below:

a. CARE BBB- (RWD) from CARE Ratings Limited
(“CARE”) for Long Term Bank Facilities and
Debentures,

b. CareEdge B-/Credit Watch with Developing
Implication from CareEdge Global IFSC Limited
(“CareEdge Global”) for the Bonds; and

c. IVR BBB / RWDI (IVR Triple B with Rating Watch with
Developing Implications) from Informerics Valuation &
Rating Private Limited (“Informerics”) for fund based
bank facilities and Debentures

Although on June 03, 2025, Informerics reaffirmed its
rating of IVR BBB / RWDI (Rating Watch with Developing
Implications), however on June 04, 2025, CARE downgraded
the ratings of the Company from CARE BBB- to CARE BB

(Rating Watch with Developing Implications), which was
due to large write-offs in the last quarter of the financial
year ended March 31, 2025..

Further, CARE, Infomerics and CareEdge Global IFSC
Limited has, on July 18, 2025, July 19, 2025 and July 23,
2025, downgraded the credit rating of the Company to
CARE D, IVR C/RWDI and CareEdge CCC respectively.

Dividend on Equity Shares

Pursuant to the provisions of Regulation 43A of the Listing
Regulations and circular issued by RBI on declaration
of dividends by NBFCs on June 24, 2021, as amended,
the Company has formulated and adopted a Dividend
Distribution Policy approved by the Board of Directors of the
Company (“Policy”).

The Policy is annexed as Annexure - I to this Report and the
same is also available on the website of the Company i.e.,
www.trucapfinance.com and link is https://trucapfinance.
com/wp-content/uploads/Dividend-Distribution-Policy-
Final.pdf.

In line with the principles of prudent financial management
and in compliance with the applicable provisions of the Act,
the Company has considered it appropriate to conserve its
resources and not declare dividends for the financial year
ended March 31, 2025. Retaining earnings during this
period will support the Company in maintaining liquidity,
strengthening its financial position, and ensuring operational
continuity. The Board remains focused on improving
business performance and is committed to resuming
dividend payouts once the financial position stabilizes and
profitability is restored.

Debentures

During the year under review and till the date of this Report,
the Company has allotted 6,350 Listed Non-Convertible
Debentures having face value of T1,00,000/- each total
aggregating to T6,350 Lakhs (“Listed NCDs”) on private
placement basis and the same are listed on wholesale debt
market of BSE. As on the date of this Report, the total Listed
Non-Convertible Debentures stood at 11,950 having face
value of T 1,00,000/- each total aggregating to T11,950
Lakhs and 35 unlisted Non-Convertible Debentures having
face value of ^1,00,00,000/- each (“Unlisted NCDs”) of the
Company total aggregating to T 3,500 lakhs.

(Unlisted NCDs and Listed NCDs are collectively referred to as
(“Debentures”)).

Additionally, during the year under review, the Company
has availed external commercial borrowings by allotment
of 1,000 secured, United States Dollar denominated bonds
of face value of USD 10,000 (United States Dollar Ten
Thousand only) each, aggregating up to USD 10,000,000
(United States Dollar Ten Million only) (“Bonds”). The Bonds
are listed on global securities market platform of India
International Exchange (India INX).

During the year under review, the Company has made
timely payment of its interest and redemption of principal

obligations pertaining to Listed NCDs, Unlisted NCDs and
Bonds respectively.

Further, based on loss reported for the financial year
ended March 31, 2025, which was largely due to write¬
offs taken as a prudent and conservative provisioning
and write-off policy of the Company, CARE downgraded
the ratings of the Company from CARE BBB- to CARE
BB (Rating Watch with Developing Implications), on
June 04, 2025, resulting in accelerated redemption of
the Listed NCDs under 6 ISINs, leading to immediate
liquidity requirements in the Company. However, due
to non-receipt of committed funds for such accelerated
redemption of the Debentures, the Company has not been
able to fulfil its obligation towards accelerated repayment
of principal and/or interest towards these Debentures on
the accelerated due dates. Your Company is committed
to honour and fulfil its payment obligations towards the
Debentures and has actively taken steps to find a viable
solution. Till the date of this Report, the Company has re¬
paid 70% of the total principal obligation on pro-rata basis
towards the accelerated repayment of Debentures and
is committed to repay the balance 30% of the principal
obligation along with the interest on reducing balance
towards the Debentures by end of October, 2025.

As on the date of this report, the Company has outstanding
Debentures of T 6,318.52 lakhs and outstanding listed Bonds
of T 8,404.00 lakhs.

The details of the Debenture Trustee of the Company for the
aforesaid Debentures and Bonds are as under:

Catalyst Trusteeship Limited

GDA House, 1^st Floor,

Plot No. 85, S. No. 94 & 95,

Bhusari Colony (Right), Kothrud, Pune - 411 038.

Website: https://catalysttrustee.com/

Share Capital of the Company

As on March 31, 2025, the total paid up equity share
capital of the Company was T 23,37,98,742/- divided into
11,68,99,371 equity shares having face value of T 2/- each.
Further, the Board of Directors have at their meeting held
on May 26, 2025 approved allotment of 19,62,500 equity
shares upon exercise of ESOPs by eligible ESOP holders.
Consequently, as on the date of this Report, the paid-up
equity share capital of the Company is T 23,77,23,742
comprising of 11,88,61,871 equity shares having face value
of T2/- each.

The movement of equity share capital during the financial year ended March 31, 2025, till the date of this Report is as under:

(Amount in T)

Further, the shareholders of the Company, on
recommendation of the Board of Directors of the Company,
have amended the capital clause of the Memorandum of
Association of the Company. Accordingly, as on the date of
this Report, the Authorized Share Capital of the Company
stood at T 75,00,00,000/- (Rupees Seventy-Five Crores)
comprising of 37,50,00,000 equity shares having face value
of T 2/- each.

Further, as on March 31, 2025, 55,74,912 convertible
warrants having face value of T 2/- each at an issue
price of T 71.75/- each for an aggregate consideration of
T 39,99,99,936/- convertible warrants, and as on the date
of this Report, additional 65,42,372, convertible warrants
having face value of T 2/- each at an issue price of T 73.75/-
each for an aggregate consideration of T 48,24,99,935/-
issued to non-promoter category on preferential basis
stands cancelled since the warrant holder(s) holding these
warrants have voluntarily waived their right to exercise
conversion of such convertible warrants. Accordingly, as
on March 31, 2025, the consideration of T 9,99,99,984/-

(representing 25% of the total consideration) received by
the Company from the respective warrant holder(s) holding
55,74,912 warrants has been forfeited, and as on the date
of this Report, additional T12,06,24,984 (representing 25%
of the total consideration) received by the Company from the
respective warrant holder(s) holding 65,42,372 warrants has
been forfeited, in accordance with the terms of the warrants
and the provisions of Regulation 169(3) of Chapter V of SEBI
(Issue of Capital and Disclosure Requirements) Regulations,
2018, as amended (“ICDR Regulations”).

Further, the Shareholders of the Company have at its extra
ordinary general meeting held on June 25, 2025, upon
recommendation of the Board of Directors of the Company,
approved raising of funds up to T 206.7 Crores, rounded off,
by way of issuance of:

(a) Up to 11,56,80,000 equity shares having face value
of T 2/- each, at an issue price of T9.88/- per share
(inclusive of premium of T 7.88/-) aggregating to
T 114.1 Crores on preferential basis; and

(b) Up to 9,37,00,000 convertible warrants having face
value of ^ 2/- each, at an issue price of ^ 9.88/- per
warrant (inclusive of premium of ^ 7.88/-) (“Acquirer
Warrants”) on preferential basis, convertible into
equivalent number of equity shares having face value
of ^ 2/- each at a conversion price of ^ 9.88/- (Rupees
Nine and Paise Eighty-Eight only) per equity share,
aggregating to ^ 92.6 Crores. The Acquirer Warrants
can be exercised anytime post completion of four (4)
months from the date of allotment but before expiry of
18 (eighteen) months from the date of such allotment
of Acquirer Warrants, in terms of ICDR Regulations.

The aforesaid fund raising is subject to regulatory and other
corporate approvals and is currently under process.

Since the year ended March 31, 2025, the Shareholders of
the Company have, at its extra ordinary general meeting
held on June 25, 2025, upon recommendation of the
Nomination and Remuneration Committee and the Board
of Directors of the Company, approved the cancellation and
termination of the below:

i. DFL ESOP Scheme 2021; and

ii. TruCap Employee Retention Plan
Public Deposits

The Company is registered with RBI as a Non-Deposit
accepting NBFC. Further, pursuant to the provisions of

para 2 of the Master Direction - Non-Banking Financial
Companies Acceptance of Public Deposits (Reserve Bank)
Directions, 2016, as amended, the Board of Directors have
confirmed that during the financial year ended March 31,
2025, the Company has not accepted public deposits as
defined under the Reserve Bank of India Act, 1934 and will
not accept public deposits during the financial year 2025¬
26 without prior written approval of RBI.

Board of Directors

The Company recognizes that board diversity plays a vital
role in driving its success and strengthening governance.
A well-balanced mix of executive, non-executive, and
independent directors—including an independent

woman director—ensures robust oversight and strategic
direction. The Board's composition fully complies with
the requirements of the Act and Listing Regulations. It
comprises highly respected individuals known for their
integrity, expertise, and leadership capabilities. In addition
to their rich experience and sound financial judgment,
the Directors demonstrate strong strategic insight and a
deep commitment to the Company, dedicating ample time
towards meetings and related responsibilities.

As on March 31, 2025 and as on the date of this Report, the
Board of Directors of the Company comprises of the following
directors:

During the financial year ended March 31, 2025, and till
the date of this Report, there were following changes in the
composition of the Board of Directors of the Company:

(a) Ms. Geetu Gidwani Verma (DIN: 00696047), resigned
as an Independent Director of the Company, with
effect from close of business hours of October 04,
2024 due to her pre-occupations; and

(b) Mr. Rakesh Sethi (DIN: 02420709), Independent
Director and Chairperson of the Company, completed
his term of 5 (Five) consecutive years on October 14,
2024, and hence with effect from close of business
hours of October 14, 2024, he ceased to be the
Director of the Company.

All the Directors of the Company have confirmed that they
are not disqualified to act as Director in terms of Section
164 of the Act.

The tenure of appointment of Mr. Rohanjeet Singh Juneja as
Managing Director and Chief Executive Officer expires on
December 16, 2025. Further, the Board of Directors have,
on recommendation of the Nomination and Remuneration
Committee, approved and recommended to the Members
of the Company at the ensuing Annual General Meeting,
the re-appointment of Mr. Rohanjeet Singh Juneja (DIN:
08342094) as Manging Director & Chief Executive Officer
of the Company for a further period of 3 years starting from
December 16, 2025 to December 17, 2028 (both days
inclusive), liable to retire by rotation.

In accordance with the provisions of Section 152(6) of the Act,
Ms. Rushina Mehta, Non-Executive Non-Independent Director
of the Company, is liable to retire by rotation at the ensuing AGM
and, being eligible, has offered herself for re-appointment. The
Board of Directors of the Company recommends the same
for the approval of the Members of the Company.

The notice convening the AGM includes brief information
and proposal for re-appointment of Mr. Rohanjeet Singh
Juneja as Managing Director and Chief Executive Officer
and Ms. Rushina Mehta as Director of the Company.

Declaration by Independent Directors

Pursuant to the provisions of Section 149(7) of the Act,
the Independent Director(s) have submitted declarations
confirming that they meet the criteria of independence
as provided in Section 149(6) of the Act along with rules
framed thereunder and Regulation 16(1)(b) of the Listing
Regulations. There has been no change in the circumstances
affecting the status as Independent Directors of the
Company during the financial year ended March 31, 2025.

Further, the Company has obtained the certificate from
M/s. U. Hegde & Associates, Practicing Company Secretaries,
pursuant to Regulation 34(3) and Clause 10(i) of Para C of
Schedule V of the Listing Regulations confirming that none
of the Directors on Board of the Company as on March
31, 2025, have been debarred or disqualified from being
appointed or continuing as director of the Company by
SEBI/MCA or any such statutory authority. The aforesaid
certificate is annexed to the Corporate Governance Report
which forms part of the Annual Report.

Meetings of the Board

During the financial year ended March 31, 2025, the Board
met 6 (Six) times The details of the meeting(s) of the Board of
Directors of the Company held during the financial year 2024¬
25 and attendance of the Directors are included in the Corporate
Governance Report which forms part of the Annual Report.

Composition of Committees of Board

The Board has various board level committees constituted
in accordance with the applicable provisions of the Act and
Listing Regulations.

(a) Audit Committee

The composition of the Audit Committee as on March
31, 2025 and as on the date of this Report, is given
below:

Note: Mr. Rakesh Sethi, Independent Director, ceased
to be the Member of the Audit Committee with effect
from October 14, 2024 consequent to cessation of his
tenure as an Independent Director.

The composition, role, terms of reference and powers
of the Audit Committee are in conformity with the
requirements of the Act and the Listing Regulations
and the same have been provided in the Corporate
Governance Report which forms part of the Annual
Report.

During the year under review, the Audit Committee
met and discussed various matters including financials,
internal audit reports and statutory audit reports.
During the period under review, the Board of Directors
of the Company accepted all the recommendations of
the Audit Committee.

The details with respect to the meeting(s) of Audit
Committee held during the year under review and
quorum are provided in the Corporate Governance
Report which forms part of the Annual Report.

(b) Nomination and Remuneration Committee

The composition of the Nomination and Remuneration
Committee as on March 31, 2025, and as on the date
of this Report, is given below:

Note: The Board of Directors vide circular resolution
passed on October 11, 2024, re-constituted

the Nomination & Remuneration Committee by
appointing Mr. Krishipal Raghuvanshi, Independent
Director of the Company, as member of Nomination &
Remuneration Committee.

The composition, terms of reference and powers of
the Nomination and Remuneration Committee are
in conformity with the requirements of the Act and
Listing Regulations and the same have been provided
in the Corporate Governance Report which forms part
of the Annual Report.

The Company has formulated a policy on Appointment
and Evaluation of Directors and the Board, that
includes the terms of reference of the Nomination and
Remuneration Committee and the same is hosted on
the website of the Company i.e., www.trucapfinance.
com.

The details with respect to the meeting(s) of
Nomination and Remuneration Committee held during
the year under review and quorum are provided in the
Corporate Governance Report which forms part of the
Annual Report.

(c) Stakeholders Relationship Committee

The composition of the Stakeholders Relationship
Committee as on March 31, 2025, and as on the date
of this Report is as below:

The composition, role, terms of reference and powers
of the Stakeholders Relationship Committee are in
conformity with the requirements of the Act and
Listing Regulations and the same have been provided
in the Corporate Governance Report which forms part
of the Annual Report.

The details with respect to the meeting(s) of the
Stakeholders Relationship Committee held during
the year under review, quorum and status of
investors' complaints are provided in the Corporate
Governance Report which forms part of the Annual
Report.

(d) Risk Management and Strategy Committee

During the year under review and as on the date of
this Report, the Company is not in top 1000 listed
companies based on market capitalization as on
March 31, 2024 and December 31, 2024, either on
BSE and NSE and accordingly the Company is not
required to constitute risk management committee as
per Listing Regulations. However, since the Company
is a registered NBFC, the Company has constituted
Risk Management and Strategy Committee as per
applicable Master Directions.

The composition of the Risk Management and
Strategy Committee as on March 31, 2025, and as on
the date of this Report is as follows:

Note: Upon cessation of tenure of Mr. Rakesh
Sethi as an Independent Director of the Company

with effect from close of business hours of October
14, 2024, the Board of Directors at its meeting
held on November 04, 2024, re-constituted the
Risk Management and Strategy Committee by
designating Mr. Rajiv Kapoor, Non-Executive
Non Independent Director of the Company, as
Chairperson of the Risk Management and Strategy
Committee.

The composition, role, terms of reference and powers
of the Risk Management and Strategy Committee are
in conformity with the requirements of the Master
Direction. Further, the details with respect to the
meeting(s) of the Risk Management and Strategy
Committee held during the year under review and
quorum, along with the terms of reference, have been
provided in the Corporate Governance Report which
forms part of the Annual Report.

(e) Corporate Social Responsibility Committee

The composition of the Corporate Social Responsibility
(“CSR”) Committee as on March 31, 2025, and as on
the date of this Report, was as follow:

The composition, role, terms of reference and powers of the
CSR Committee are in conformity with the requirements
of the Act. Further, the details with respect to meeting(s)
of the CSR Committee held during the year under review
and quorum along with the terms of reference have been
provided in the Corporate Governance Report which forms
part of the Annual Report.

Apart from the aforesaid committee(s), details with respect
to the other committee(s) constituted by the Board/
Committee(s) are included in the Corporate Governance
Report forming part of the Annual Report.

Board Evaluation

Pursuant to the provisions of the Act and Listing
Regulations, the Company has devised Appointment and
Evaluation Policy comprising of parameters and criteria with
respect to evaluation of performance of the Independent
Directors, Board of Directors, Committee(s) and other
individual Directors which includes evaluation of the Non¬
Executive Directors and Executive Director. A structured
questionnaire was prepared after taking into consideration
various aspects such as performance of specific duties,
obligations, Board's functioning, composition of the Board

and its committees, culture and governance and circulated
to the Board Members. The performance evaluation of the
Chairperson, Executive Director, Non-Executive Directors,
Independent Directors and Board as a whole, and required
Committee(s) was carried out by the Board of Directors/
Committee(s) of the Company excluding the directors/
members being evaluated. The Board of Directors expresses
their satisfaction with the evaluation process.

The Board considered and discussed the inputs received
from the Directors. The Independent Directors in their
meeting held on May 28, 2024, considered and reviewed
the following:

(a) Performance of Directors, various committees of
Board and the Board as a whole.

(b) Performance of the Chairperson of the Company.

(c) Assessed the quality, quantity, and timeliness of flow
of information between the Company's management
and the Board, which is necessary for the Board to
perform their duties effectively and reasonably.

The Appointment and Evaluation Policy which lays down
criteria for appointment of Executive Director(s) and
Independent Director(s) and remuneration of Directors, Key
Managerial Personnel and senior management employees
is annexed herewith as Annexure - II.

Familiarization Programme for Independent
Directors

All Independent Directors are familiarized with the
operations and functioning of the Company at the time of
their appointment and on an ongoing basis. The Board,
including all Independent Directors, were provided with
relevant documents, reports and internal policies to enable
them to familiarise with the Company's procedures and
practices from time to time. Updates on relevant statutory
changes in laws concerning the Company were informed
to the entire Board on regular intervals. The Independent
Directors are facilitated to meet without the presence of the
Company's management and other Director(s) to discuss
matters pertaining to the Company's affairs. The Board,
including Independent Directors is also updated periodically
on related party transactions, various policies and standard
operating procedures of the Company, entity level risk,
risk mitigation plans, etc. The details of programmes for
familiarization of Independent Directors with the Company,
their roles, rights, responsibilities in the Company, nature
of the industry in which the Company operates, business
model of the Company and related matters are put up on
the website of the Company i.e., www.trucapfinance.com.

Compliance with Fit and Proper Criteria & Code of
Conduct

Each of the Director of the Company has submitted
undertaking and declaration confirming on being fit and
proper in terms of the provisions of Master Direction. The
Board of Directors of the Company, on the recommendation of
the Nomination and Remuneration Committee, has reviewed

and confirmed that all existing Directors are fit and proper to
continue to be appointed as a Director on the Board.

The Company has adopted a Code of Conduct for the Board
Members, Key Managerial Personnel and Senior Management
of the Company. All Board Members, Key Managerial
Personnel and Senior Management Personnel have affirmed
compliance with the Company's code of conduct during the
financial year under review. The Managing Director & Chief
Executive Officer has given the declaration as required under
Regulation 34(3) read with Part D of Schedule V of the
Listing Regulations regarding compliance with the Code of
Conduct of the Company for the year ended on March 31,
2025, which forms part of the Report.

Key Managerial Personnel

In terms of Section 203 of the Act, the Key
Managerial Personnel(s) of the Company as on
the date of this Report, are as below:

As on March 31, 2025, the total investment held by the
Company in the equity share capital of the WoS stood at
^ 3,190.10 lakhs.

As required under Regulations 16(1)(c) and 46 of the
Listing Regulations, the Board has approved and adopted
the Policy on determining Material Subsidiaries. The
said Policy is available on the Company's website i.e.,
www.trucapfinance.com. Further, pursuant to Regulation
16(1)(c) of Listing Regulations and the policy on determining
material subsidiary, based on the audited financial
statements of the Company as on March 31, 2025, WoS
continues to be the material subsidiary company of the
Company.

Statement containing Salient Features of the
Financial Statements of Subsidiary

A report on the performance and financial position of WoS,
as per Section 129(3) of the Act read with the Companies
(Accounts) Rules, 2014, as amended, is provided in the
prescribed form AOC-1 as Annexure - III of this Report and
hence not repeated here for the sake of brevity.

Joint Ventures/Associates

As per the provisions of the Act, during the year under
review and as on the date of this Report, the Company did
not have any Joint Ventures/Associates.

Directors’ Responsibility Statement

In terms of Section 134(5) of the Act read with the
Companies (Accounts) Rules, 2014, as amended, your
Directors state that:

(a) in the preparation of the annual accounts for the year
ended March 31, 2025, the applicable accounting
standards read with the requirements set out under
Schedule III to the Act, have been followed along with
proper explanation relating to material departures;

(b) the Directors have selected such accounting policies
and applied them consistently and made judgments
and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of
the Company as at March 31, 2025 and of the profit
and loss of the Company for the year ended on that
date;

(c) the Directors have taken proper and sufficient
care for the maintenance of adequate accounting
records in accordance with the provisions of the
Act for safeguarding the assets of the Company
and for preventing and detecting fraud and other
irregularities;

(d) the Directors have prepared the annual accounts on a
‘going concern' basis;

(e) the Directors have laid down internal financial controls
to be followed by the Company and that such internal
financial controls are adequate and are operating
effectively; and

(f) the Directors have devised proper systems to ensure
compliance with the provisions of all applicable laws
and that such systems are adequate and operating
effectively.

Employees Stock Option Plan

The Company has in force the Dhanvarsha ESOP Plan
- 2018 (“ESOP Plan 2018”) which is prepared as per
the provisions of SEBI (Share Based Employee Benefits)
Regulations, 2014 (“SBEB Regulations”), amended at
the 28^th Annual General Meeting of the Company held
on September 29, 2022, to bring it in lines with the
provisions of the SEBI (Share Based Employee Benefits
& Sweat Equity) Regulations, 2021, as amended (SEBI
SBEB & SE Regulations). The amendments approved are
not detrimental to the interests of the current grantees of
the Company under the ESOP Plan 2018. A certificate
from M/s. U. Hegde & Associates, Practicing Company
Secretaries, Secretarial Auditor of the Company, has been
obtained that the ESOP Plan 2018 has been implemented
in accordance with SEBI SBEB & SE Regulations, and the
same will be available for inspection by Members of the
Company through electronic means.

Under IND AS, equity settled share-based payment
transactions with employees are required to be accounted
as per IND AS 102 “Share-based Payment", whereby the
fair value of options as on the grant date should be estimated
and recognized as an expense over the vesting period. In
accordance with the above, the Company has followed fair
value method for equity options while preparing its financial
statements.

The Board of Directors of the Company at the Board Meeting
held on May 26, 2025, approved the grant of 26,62,500
stock options to eligible employee(s) under ESOP Plan 2018.
The options are subject to terms and conditions mentioned
in the ESOP Plan 2018, options granted would entitle the
grantee to acquire up to and not exceeding 26,62,500
equity shares of the Company at a face value of ^ 2/- each
subject to the terms and conditions of vesting as set out in
the grant letter.

The disclosures relating to ESOP Plan 2018 required to
be made under the provisions of the Act and SEBI SBEB
& SE Regulations, are provided on the website of the
Company i.e., www.trucapfinance.com and link is https://
trucapfinance.com/wp-content/uploads/ESOP-Disclsoure-
under-Regulation-14-of-SBEB-Regulations-2021-1.pdf
and the same is available for inspection by the Members of
the Company at the registered office of the Company on all
working days, except Saturdays and Public Holidays, during
business hours through electronic means. Members of the
Company can request the same by sending an email to
corpsec@trucapfinance.com till the date of the ensuing AGM.

Leverage Ratio

As on March 31, 2025, the Company is classified as a
Base Layer Non-Banking Financial Company as per Master
Directions and is accordingly required to maintain a leverage

ratio which as per regulatory norms shall not be more than
7 times. Accordingly, the Company is adequately capitalized
and the leverage ratio of the Company as on March 31,
2025 was at 3.92 times.

Management Discussion and Analysis

A detailed review of the operations, performance and future
outlook of the Company and its business, as stipulated under
Regulation 34(2)(e) read with Schedule V of the Listing
Regulations, is presented in a separate section forming
part of the Annual Report under the head ‘Management
Discussion and Analysis.'

Business Responsibility Report

Pursuant to amendment in Listing Regulations, top 1,000
listed entities based on market capitalisation on either BSE
or NSE are required to submit a Business Responsibility and
Sustainability Report (“BRSR"). Since, as on March 31, 2024
read with market capitalization as on December 31, 2024,
the Company is not under top 1,000 companies based on
market capitalization either on BSE and NSE, BRSR is not
required to be annexed to this Report. However, as instructed
by SEBI vide interpretive letter regarding the applicability
of BRSR, issued under SEBI (Informal Guidance) Scheme,
2003, dated May 31, 2023, SEBI directed all top 1,000
entities basis market capitalisation till financial year 2021¬
22, to continue to annex a business responsibility report to
its annual report. Accordingly, the Business Responsibility
Report (“BRR”), in terms of Regulation 34(2)(f) of the
Listing Regulations, describing the initiatives taken by the
Company from an environmental, social and governance
perspective is attached as part of the Annual Report.

Corporate Governance

Your Company believes in adopting the best Corporate
Governance practices and has also implemented several
best practices prevalent globally. The report on Corporate
Governance as stipulated under Regulation 34(3), read with
Schedule V of the Listing Regulations forms an integral part
of the Annual Report.

Further, certificate obtained from M/s. U. Hegde &
Associates, Practicing Company Secretaries, confirming
compliance with the conditions of the Corporate Governance
as stipulated under Regulation 34(3) and Schedule V to the
Listing Regulations is annexed to the Corporate Governance
Report which forms part of the Annual Report.

Compliance with the Secretarial Standards

The Board of Directors affirms that the applicable Secretarial
Standards, i.e., SS-1 and SS-2, as amended, issued by the
Institute of Company Secretaries of India (“ICSI”) relating
to ‘Meetings of Board of Directors' and ‘General Meetings',
respectively, have been duly followed by the Company.

Contracts and Arrangements with Related
Parties

The Company has put in place Board approved Policy on
Related Party Transactions (“RPT Policy”). The RPT Policy

is available on the website of the Company i.e., www.
trucapfinance.com and the link is https://trucapfinance.com/
wp-content/uploads/Policy-on-Related-Party-Transactions.
pdf. The RPT Policy provides for identification of Related
Party Transactions (“RPT"), necessary approvals by the Audit
Committee/Board/Shareholders, reporting and disclosure
requirements in compliance with the Act and provisions of
the Listing Regulations.

All contracts executed by the Company during the financial
year with related parties were on an arm's length basis
and in the ordinary course of business. All such RPTs were
placed before the Audit Committee/Board for approval,
wherever applicable. The Audit Committee reviews all RPTs
on quarterly basis.

During the year, the contracts/arrangements/transactions
with related parties entered into by the Company were not
material in nature in accordance with Regulation 23 of the
Listing Regulations.

Since all RPTs entered into by the Company during the
financial year ended March 31, 2025, were on an arm's
length basis and in the ordinary course of business, the
disclosure required in Form AOC-2 under Section 134(3)(h)
of the Act, read with Rule 8 of the Companies (Accounts)
Rules, 2014, as amended, is not applicable. Further, in
compliance with Regulation 23 of the Listing Regulations,
disclosures relating to RPTs on a consolidated basis are filed
with the stock exchange(s) on a half-yearly basis.

The Policy for Determining Material Subsidiaries and the
Policy for Determination and Disclosure of Material Events
along with the RPT Policy, as approved by the Board
may be accessed on the website of the Company i.e.,
www.trucapfinance.com. Please refer to Note No. 43 of the
Standalone Financial Statements, which contains related
party disclosures.

Internal Financial Controls and adequacy

Your Company maintains robust internal control,
compliance, and an audit framework tailored to match the
operational scale and the intricate nature of the business of
the Company. The Company has in place adequate internal
financial controls with reference to the financial statements
and the same are commensurate with the scale and
complexity of its operations. Further, pursuant to provisions
of Section 138 of the Act, the Company has appointed
internal auditors who conduct internal audits on a periodic
basis to independently validate the existing controls as
per scope assigned to them. The internal audit program is
reviewed by the Audit Committee at the beginning of the
year to ensure that the coverage of the areas is adequate.
Internal Auditors test the design and effectiveness of the
key controls. Significant audit observations, if any, are
presented to the Audit Committee along with the status of
management actions and the progress of implementation
of recommendations. The Company also periodically
engages outside experts to carry out independent reviews
of the effectiveness of various business processes. The

observations and best practices suggested are reviewed
and appropriately implemented with a view to continuously
strengthening internal controls.

During the year under review, no reportable material
weaknesses in the design or operations were observed.

Further, reference is invited to Note 54.10 of notes to
the Standalone Financial Statements forming part of the
Annual Report regarding frauds committed by employees/
customers of the Company which are dealt with according
to Reserve Bank of India guidelines and are in nature of
operational related frauds due to the nature of business of
the Company. The Company has taken disciplinary/ legal
action against such employees/customers.

Annual Return

Pursuant to the provisions of Section 92(3) and Section
134(3)(a) of the Act, and the rules made thereunder, as
amended, the Annual Return of the Company as prescribed
in Form MGT-7 is available on the website of the Company

i.e., www.trucapfinance.com and the link is https://
trucapfinance.com/wp-content/uploads/MGT-7_2024-
2025.pdf.

Statutory Auditors and Auditors’ Report

The Shareholders at the 30^th Annual General Meeting of
the Company held on September 26, 2024, appointed
M/s. Khandelwal Kakani & Co., Chartered Accountants
(Firm Registration No. 001311C with Institute of Chartered
Accountants of India), as the Statutory Auditors of the
Company, pursuant to the provisions of Section 139, 141
and 142 and other applicable provisions, if any, of the Act
and the Companies (Audit and Auditors) Rules, 2014, as may
be applicable, including any statutory modification(s) or re¬
enactments) thereof, for the time being in force, Guidelines
for Appointment of Statutory Central Auditors (SCAs)/
Statutory Auditors (SAs) of Commercial Banks (excluding
RRBs), UCBs and NBFCs (including HFCs), issued by the
Reserve Bank of India and other applicable laws, to hold
office from the conclusion of 30^th Annual General Meeting
till the 33^rd Annual General Meeting of the Company.

The audit for the financial year 2024-25 was conducted by
M/s. Khandelwal Kakani & Co., Chartered Accountants (Firm
Registration No. 001311C with the Institute of Chartered
Accountants of India), Statutory Auditors of the Company
and there are no qualifications, reservations, adverse remarks,
or disclaimers made by them in their Audit Report(s). The
notes to the financial statements referred to in the Auditors'
Report are self-explanatory and therefore do not call for any
comments under Section 134 of the Act. The report(s) issued
by the Statutory Auditors of the Company are annexed to the
financial statements in the Annual Report.

Secretarial Auditor

Pursuant to Section 204(1) of the Act read with Rule 9 of the
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, as amended, M/s. U. Hegde and

Associates, Practicing Company Secretaries (Membership
Number: A22133 with the Institute of Company Secretaries
of India), was appointed as the Secretarial Auditor of the
Company for the financial year 2024-25 and has issued
Secretarial Audit Report in Form MR-3 for the financial year
ended March 31, 2025. A copy of the same is annexed
herewith as Annexure-IV-A to this Report. The Secretarial
Audit Report does not contain any qualification, reservation
or adverse remark.

Further, pursuant to the provisions of Regulation 24A of the
Listing Regulations and in accordance with Section 204 of
the Act, basis recommendation of the Board, the Company is
required to appoint Secretarial Auditor, with the approval of
the Members at the AGM. In light of the aforesaid, the Board
of the Company has recommended the appointment of
M/s. U. Hegde and Associates, Practicing Company
Secretaries (Membership Number: A22133 with the
Institute of Company Secretaries of India), as the Secretarial
Auditor of the Company for a period of 5 (five) consecutive
financial years i.e. commencing from FY 2025-26 up to FY
2029-30, subject to approval of the Members at the ensuing
AGM of the Company, to undertake Secretarial Audit as
required under the Act and Listing Regulations and issue
the necessary Secretarial Audit Report for the aforesaid
period. Further, the Secretarial Auditor has confirmed that
he has subjected himself to Peer Review process by the
Institute of Company Secretaries of India (“ICSI”) and hold
valid certificate issued by the Peer Review Board of ICSI.

Annual Secretarial Compliance Report

Pursuant to Regulation 24A of the Listing Regulations,
the Annual Secretarial Compliance Report for the financial
year 2024-25 was issued by M/s. U. Hegde & Associates,
Practicing Company Secretaries, Secretarial Auditor of the
Company. The Annual Secretarial Compliance Report for
the financial year 2024-25 has been submitted to BSE and
NSE in compliance with the SEBI Circular No. SEBI/HO/CFD/
CMD1/CIR/P/2020/38 dated March 19, 2020, read with
BSE Circular No. 20230410-41 dated April 10, 2023 and
NSE Circular No. NSE/CML/2023/30 dated April 10, 2023.

Since, pursuant to Regulation 16(1)(c) of the Listing
Regulations, based on the Audited Financial Statements of
the Company as on March 31, 2025, WoS continues to be the
material subsidiary company of the Company, accordingly,
as per Regulation 24A of the Listing Regulations, the
Secretarial Audit Report of the WoS for financial year 2024¬
25 is annexed herewith as Annexure-IV-B to this Report.

Reporting of Frauds by the Auditors

Pursuant to Section 143(12) of the Act, and circular issued
by the National Financial Reporting Authority dated June 26,
2023, there were 3 instances amounting to ^ 6.23 crores
(approximately) of frauds committed during the financial
year ended March 31, 2025, by the officers or employees of
the Company and reported by the Statutory Auditors to the
Audit Committee.

The details required under Rule 13(4) of the Companies
(Audit and Auditors) Rules, 2014 are as under:

(Amount in Crores)

* From the above, 0.50 Crore has been recovered by the
Company.

Corporate Social Responsibility

In accordance with Section 135 of the Act, the Company
has constituted a CSR Committee.

The Board of Directors of the Company, have on
recommendation of the CSR Committee, approved Policy
on Corporate Social Responsibility of the Company and the
same is available on the website of the Company i.e., www.
trucapfinance.com. The Annual Report on CSR activities
in accordance with the Companies (Corporate Social
Responsibility Policy) Rules, 2014, as amended, is annexed
as Annexure- V to this Report.

Conservation of Energy, Technological Absorption,
Foreign Exchange Earnings and Outgo

The Company is engaged in the activity of providing
financial services and, as such, its operations have limited
impact vis-a-vis substantial energy consumption. Energy
is consumed on a regular level to aid regular office work,
however, the Company appreciates the need to reduce the
net carbon footprint. Accordingly, the Company is taking
all possible measures to conserve energy and reduce
consumption by adopting alternative power devices or
employing technology solutions.

During the year under review, the Company has borrowed
in foreign currency through External Commercial Borrowing
(“ECB”). As 2025, the outstanding ECB was

^ 8,404.00 lakhs.

The information pursuant to Section 134(3)(m) of the Act
read with Companies (Accounts) Rules, 2014, as amended
is as follows:

a. Considering the nature of Company's business, the
Company is not required to undertake any activity
involving the Conservation of Energy or Technological
or Technology Absorption and nor has it applied its
resources towards research and development;

b. The Company's Foreign Exchange Earning was Nil
during the year under review.

c. Foreign Exchange Outgo was ^ 104.56 lakhs during
the year under review.

Particulars of Loan given, Investment made, Guarantee
given, and Securities provided by the Company

The Company, being an NBFC registered with the RBI, the
provisions mentioned in Section 186 of the Act, related to
loans made, guarantees given, and securities provided do
not apply to the Company. Accordingly, the disclosures
under the provisions of Section 186 of the Act read with
the Companies (Meetings of Board and its Powers) Rules,
2014, as amended, have not been made in this Report.

Further, in accordance with the Master Direction, the
Board of Directors have, on recommendation of the Audit
Committee, approved Policy on Loan to Directors and Senior
Officers. Further, during the year under review and up to the
date of this Report, no loans to directors and senior officers
of the Company have been provided.

Whistle Blower Policy/Vigil Mechanism

In compliance with the provisions of Section 177(9) of the
Act read with Rule 7 of the Companies (Meetings of Board
and its Powers) Rules, 2014, as amended, and Regulation
22 of the Listing Regulations, and to ensure that the activities
of the Company and its employees are conducted in a fair
and transparent manner by adoption of highest standards
of professionalism, honesty, integrity and ethical behavior,
your Company has adopted a Vigil Mechanism / Whistle
Blower Policy. The aim of the policy is to provide adequate
safeguards against victimization of whistle blower who
avails of the mechanism and is also provided direct access
to the Chairperson of the Audit Committee, in appropriate
or exceptional cases.

Accordingly, Whistle Blower Policy' has been formulated
with a view to provide a mechanism for the Directors and
employees of the Company to approach the Chairperson of
the Audit Committee of the Company.

The purpose of this policy is to provide a framework
to promote responsible and secure whistle blowing. It
protects employees willing to raise a concern about serious
irregularities within the Company.

The policy has also been uploaded on the website of
Company i.e., www.trucapfinance.com and the link is https://
trucapfinance.com/wp-content/uploads/Vigil-Mechanism.pdf.

Risk Management

As an NBFC, the Company is exposed to various risks which,
inter alia, includes credit, liquidity, market, operational, interest
rate risk and other risk associated with the business and the
industry it operates in. To mitigate such risks, the Company
continues to invest in talent, processes and emerging
technologies for building advanced risk management
capabilities and has a well-defined risk management
framework in place for managing and reporting on risks. A
systematic approach has been adopted that originates with
the identification of risk, categorization and assessment of
identified risk, evaluating effectiveness of existing controls
and building additional controls to mitigate risk and monitoring
the residual risk through effective Key Risk Indicators.

The Board has constituted a Risk Management and Strategy
Committee as required under Master Direction.

The Company has a Board approved Policy on Risk
Management, which, inter alia, provides for principles of
risk management, risk governance, organization structure,
business control measures, principle risks and business
continuity plan. The management identifies and controls risks
through a defined framework in terms of the aforesaid policy.

Further, in terms with Master Directions on Fraud Risk
Management in Non-Banking Financial Companies
(NBFCs) (including Housing Finance Companies) dated July
15, 2024, as amended, the Board has approved Fraud Risk
Management Policy and has constituted the Committee of
Executive and Internal Risk Management Committee for
identification, classification and management of fraud(s).

Further, the Board, on a periodic basis, reviews and
assesses the Risk Assessment Statement, monitoring the
various risks, to which the Company is exposed to vis-a-vis
the prudential parameters.

Particulars of employees and related disclosures

In terms of the provisions of Section 197(12) of the Act
read with the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, as amended, the
disclosures pertaining to the remuneration and other details
as required are annexed as Annexure - VI to this Report.

A statement with the names and other particulars of
employees drawing remuneration in excess of the limits
prescribed under Rule 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014, is available for inspection at the registered
office of the Company and through electronic mode. Having
regard to the provisions of the first proviso to Section 136(1)
of the Act, the Annual Report excluding the aforesaid
information is being sent to the Members of the Company.
Any Member interested in obtaining such information may
send an email on corpsec@trucapfinance.com.

Listing Fees

As on date, the equity shares of the Company are listed on
BSE and NSE. The listing fees for the financial year 2025¬
26 for BSE and NSE have been paid by the Company.

Auction for Recovery for Loan against Gold

The Company is into the business of lending and also
offers loans against the collateral of gold ornaments. In its
normal course of business, whenever default occurs, the
Company disposes such assets through auction, to settle
outstanding debt as per the auction policy of the Company
and in compliance with the provisions specified in the
applicable Master Directions. Any surplus funds from the
auction proceeds are returned to the customers/obligors.
The disclosure in compliance with the Master Direction in
respect of auctions made during the year is provided in Note
No. 54.13 of the Standalone Audited Financial Statements
of the Company annexed to the Annual Report.

Transfer and Acquisition of Loan Exposure and
Securitization

During the year under review, pursuant to provisions
prescribed in the Master Direction - Reserve Bank of India
(Transfer of Loan Exposures) Directions, 2021 issued by
RBI on September 24, 2021, as amended (“TLE Direction")
and Master Direction - Reserve Bank of India (Securitization
of Standard Assets) Directions, 2021, as amended
(“Securitization Direction"), the Company has transferred,
acquired and securitized loan exposure under the TLE
Direction and Securitization Direction. The disclosures as
required under both the respective Directions are included
in Note No. 54.09 and 54.16 of the Standalone Audited
Financial Statements annexed to the Annual Report.

Registration with Reserve Bank of India

The Company is registered as NBFC under Section 45-IA
of the Reserve Bank of India Act, 1934. However, RBI does
not accept any responsibility or guarantee about the present
position as to the financial soundness of the Company or for
the correctness of any of the statements or representations
made or opinions expressed by the Company and for
repayment of deposits/discharge of liabilities by the
Company.

Investor Education and Protection Fund (IEPF)

a) For dividend pertaining to equity

In accordance with the applicable provisions of the
Act read with Investor Education and Protection Fund
(Accounting, Audit, Transfer and Refund) Rules, 2016
(“IEPF Rules”), all unclaimed dividends are required
to be transferred by the Company to the IEPF, after
completion of 7 (Seven) years. Further, according
to IEPF Rules, the shares on which dividend has
not been claimed by the shareholders for 7 (Seven)
consecutive years or more shall be transferred to the
demat account of the IEPF Authority.

Accordingly, as on March 31, 2025, the unclaimed
dividend for the financial year 2017-2018, of those
shareholders of the Company, who have not encashed
or claimed their dividend for seven years, are due to
be transferred with interest accrued, if any, thereon,
to IEPF on November 04, 2025. Further, pursuant to
explanation to proviso for sub-section 6 of section 124
of the Act, there no shares required to be transferred to
IEPF.

b) For Interest/Redemption amount pertaining to
NCDs

SEBI has, vide its circular SEBI/HO/DDHS/DDHS-
RAC-1/P/CIR/2023/176 dated November 08, 2023,
introduced the ‘Framework for transfer of unclaimed
amounts to Escrow Accounts and claim thereof by
investors of the non-convertible debentures' by
amending Regulation 61A of the Listing Regulations.

The ‘Policy for claiming and verification of unclaimed
amounts with respect to non-convertible debentures'

is hosted on the website of the Company at www.
trucapfinance.com. Further, during the year under
review, no interest/redemption amount was required
to be transferred to the Escrow Account or IEPF in
terms with the Framework.

Code of Conduct for Prevention of Insider Trading

The Board of Directors of the Company has adopted the
‘Code for Insider Trading & Fair Disclosure of Unpublished
Price Sensitive Information (UPSI)' (“Code”) as formulated
under SEBI (Prohibition of Insider Trading) Regulations,
2015, as amended.

The Code lays down the guidelines and procedure to be
followed and disclosures to be made while dealing with the
securities of the Company. The Code has been formulated
to regulate, monitor and ensure reporting of dealings by the
employees of the Company and is available on the website
of the Company i.e., www.trucapfinance.com.

Policy on Prevention of Sexual Harassment at
Workplace

Your Company recognizes its responsibility and continues
to provide a safe working environment for women, free
from sexual harassment and discrimination. In compliance
with the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013, as
amended, the Company has put in place a Policy on
Prevention of Sexual Harassment of Women at Workplace
and the same is available on the website of the Company
i.e., www.trucapfinance.com and has duly constituted an
internal complaints committee under the same.

The Company also provides for mandatory training on
prevention of sexual harassment for every new joinee, as
well as all employees on an annual basis.

During the year under review, there were no complaints
made or case filed under the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act,
2013, as amended.

Cost Records and Auditors

The provisions of Cost Records and Cost Audit as prescribed
under Section 148 of the Act are not applicable to the
Company.

Significant and Material order passed by the
Regulatory or Courts

There were no significant material orders passed by the
Regulators / Courts that would impact the going concern
status of the Company and its future operation.

Applications under the Insolvency and Bankruptcy
Code, 2016

There are no proceedings pending under the Insolvency and
Bankruptcy Code, 2016 against the Company as on March
31, 2025.

Details of difference between amount of the
valuation

During the year under review, there were no one time
settlements made by the Company for any loan/borrowing
taken from the Banks and/or Financial Institutions. Therefore,
as per Rule 8(5)(xii) of Companies (Accounts) Rules, 2014,
as amended reasons of difference in the valuation at the
time of one-time settlement and valuation done while taking
loan from the Banks or Financial Institutions are not required
to be reported.

General

Your Directors state that no disclosure or reporting is
required in respect of the following items, as there were no
transactions / events on these items during the year under
review:

1. Issue of equity shares with differential rights as to
dividend, voting or otherwise.

2. Issue of shares (including sweat equity shares) to
employees of the Company under any scheme.

3. None of the Executive Director(s) of the Company
receives any remuneration or commission from its
subsidiary.

4. any scheme involving provision of money for the
purchase of the Company's own shares by employees
or by trustees for the benefit of employees.

Appreciation

Your Directors place on records their sincere appreciation for
the assistance and guidance provided by the Reserve Bank
of India, the Ministry of Corporate Affairs, the Securities and
Exchange Board of India, government and other Regulatory
Authorities, Stock Exchanges, other statutory bodies,
bankers and Members of the Company for the assistance,
co-operation and encouragement and continued support
extended to the Company.

Your directors take this opportunity to thank the customers,
vendors and investors and other business partners of the
Company for their continued support during the year and
also place on record their appreciation to the contribution
made by the employees of the Company at all levels.

For and on behalf of the Board of Directors

Sd/- Sd/-

Rohanjeet Singh Juneja Rushina Mehta

Managing Director & CEO Non-Executive Non-Independent Director
DIN:08342094 DIN:01042204

August 14, 2025
Mumbai