News Announcement

TruCap Finance: Updates on Open Offer

Sundae Capital Advisors Pvt Ltd ("Manager to the Offer") has informed BSE as under :

"This is in continuation to the advertisement published by the Acquirer in newspapers on September 25 2025 in relation to the termination of (i) the Share Purchase Agreement (SPA) for acquisition of 3 68 00 220 equity shares of the Target Company from the promoter and promoter group and (ii) the Securities Subscription Agreement (SSA) for subscription of 11 56 80 000 equity shares and 9 37 00 000 convertible warrants of the Target Company by the Acquirer. Simultaneously the Acquirer had also requested SEBI to allow withdrawal of the Offer in terms of Regulation 23 of the SEBI (Substantial
Acquisition of Shares and Takeovers) Regulations 2011.

The request of the Acquirer was not acceded to by SEBI pursuant to which SEBI issued its observations on the Draft Letter of Offer vide its letter dated January 30 2026. The Acquirer thereafter filed an appeal before the Honble Securities Appellate Tribunal (Honble SAT) on February 08 2026. Vide its order dated July 08 2026 the Honble SAT set aside the directions contained in SEBIs communication dated January 30 2026 and directed SEBI to pass a speaking order.

Pursuant thereto SEBI issued its observations on the Draft Letter of Offer vide its letter dated August 20 2026. The Acquirer has filed a further appeal before the Honble SAT on August 31 2026 which is listed for hearing on September 07 2026. As on the date of this intimation no stay has been granted on the Offer proceedings.

In the event of stay granted or any change in the Offer process schedule or obligations pursuant to any order or direction passed by Honble SAT appropriate disclosures shall be made in accordance with applicable law."

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