The directors are pleased to present the 29^th Annual Report along with the Audited Standalone and Consolidated Financial Statements of TruCap Finance Limited ("Company") for the financial year ended March 31,2023 ("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") and is classified as a Systematically Important Non-Banking Financial Company. Further, as per Scale Based Regulation, issued by RBI on October 22, 2021, since the asset size of the Company as on March 31, 2023, is below ' 1,000 crore, the Company falls under base layer.

Pursuant to the applicable provisions of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) thereof, for time being in force) ("Act") and the Securities and Exchange Board of India ("SEBI") (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ("Listing Regulations"), Master Direction-Non-Banking Financial Company-Systemically Important Non-Deposit taking Company (Reserve Bank) Directions, 2016, issued by RBI on September 01, 201 6, as amended ("Master Direction"), and other applicable circular(s)/notification(s) issued by RBI, this Report covers the financial statements and other developments in respect of the Company, during the financial year ended March 31,2023 and upto the date of the Board Meeting held on August 11,2023, to approve this Report.

Dissemination of Annual Report in Electronic Mode

Pursuant to various circulars issued by the Ministry of Corporate Affairs ("MCA") i.e., General Circular Nos. 14/2020 and 17/2020 dated April 08, 2020 and April 13, 2020 respectively, General Circular No. 20/2020 dated May 05, 2020 and General Circular No. 10/2022 dated December 28, 2022 (collectively referred to as "MCA Circulars") and Circular No. SEBI/HO/CFD/CMD2/CIR/P/2022/62 and Circular No. SEBI/HO/CFD/PoD-2/P/CIR/2023/4 issued by SEBI on May 13, 2022 and January 05, 2023 respectively (collectively referred to as "SEBI Circulars"), relaxati on has been granted to the companies for sending physical copies of annual report to the shareholders.

Accordingly, in compliance with the aforesaid circulars, electronic copies of the notice of the 29^th Annual General Meeting ("AGM") and Annual Report for financial year ended March 31, 2023, will be sent to all the Members whose e-mail addresses are registered with the Company/ Registrar and Share Transfer Agent i.e., M/s. MCS Share Transfer Agent Limited ("RTA") and/or Depository

Participants ("DPs").

Further, the Annual Report for the financial year ended March 31,2023 will also be available on the website of the Company at www.trucapfinance.com and website of BSE and NSE i.e., www.bseindia.com and www.nseindia.com.

Financial Highlights

A summary of the financial performance of the Company, on standalone and consolidated basis, for the financial year 2022-23 as compared to the previous financial year 2021-22 is given below:

Note: Previous period's figures have been regrouped/ rearranged wherever necessary.

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 for the financial year ended March 31,2023, 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 ' 12,380.27 lakhs compared to ' 7,598.20 lakhs in the previous year and total income, on a standalone basis, amounted to ' 12,395.87 lakhs compared to ' 7,005.65 lakhs in the previous year. The Company's operating profit amounted to ' 723.33 lakhs visa-vis ' 1,067.69 lakhs in the previous year. Profit before tax on a consolidated basis stood at ' 246.55 lakhs compared to ' 718.84 lakhs in the previous year and profit after tax on consolidated basis stood at ' 63.14 lakhs compared to ' 398.48 lakhs in the previous year.

The net interest margin compressed during the financial year ended March 31,2023. This compression came from both the asset and liability side, the larger impact of which came from the liability side. With the RBI having raised rates by 250 basis points since early May 2022, most lenders started passing on rate hikes to the Company from June and July 2022 which resulted in an increase in the finance cost of the Company. Further, there has been an increase in the operating expenses, which was higher than anticipated largely due to expediting and building the branch network. From 37 branches as on March 31,2022, the Company has increased the branch count to 78 branches as on March 31,2023.

The loan assets under management (AUM) grew 44.58% year-on-year to ' 41,790.77 lakhs as compared to ' 28,812.20 lakhs in the previous year.

Listing of Equity Shares of the Company on National Stock Exchange of India Limited

The Board of Directors of the Company at its meeting held on May 23, 2023, approved to list the equity shares of the Company on NSE. Subsequently, in response to the Company's application, NSE has, with effect from June 20, 2023, granted listing and trading approval pertaining to equity shares of the Company.

Change in name of the Company

During the year under review, the Shareholders of the Company had at the Extra-Ordinary General Meeting of the Company held on June 29, 2022, inter alia, approved the change in name of the Company from "Dhanvarsha Finvest Limited" to "TruCap Finance Limited".

Subsequently, the change in name of the Company was approved by the Registrar of Companies, Mumbai, with effect from August 03, 2022, by issuing Certificate of Incorporation consequent to change in name.

Further, RBI has issued revised Certificate of Registration bearing number B-1 3.02403 on September 09, 2022, in lieu of the earlier certificate of registration in the new name of the Company.

The management feels that the new name caters to the Company's need for enhanced and better brand connect/ loyalty with the evolving needs of all our stakeholders. Further, the new name will help the Company in achieving the purpose of aligning its vision, mission, brand values, brand persona and customer connect/recall value.

Change in Nature of Business

There has been no change in the nature of business of the Company during the financial year ended March 31,2023.

Shifting of Registered Office of the Company

The registered office of the Company was shifted from the premises at 2^nd Floor, Building No. 4, D. J. House, Old

Nagardas Road, Andheri (East), Mumbai - 400 069 to the new premises at 3^rd Floor, A Wing, D. J. House, Old Nagardas Road, Andheri (East), Mumbai - 400 069 within the local limits of the city with effect from May 31,2022.

Co-Lending and Business Correspondent model

While banks have greater liquidity, NBFCs have better reach and origination capabilities. The RBI, for encouraging banks and NBFCs to address the financial needs of the Micro, Small and Medium Enterprises ("MSME") in the country and to provide loans to the underserved population, has enabled co-lending between banks and 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, during the year under review, the Company has entered into strategic alliances with various leading public and private sector banks and financial institutions for Co-Lending and Business Correspondent arrangements. During the year under review, the overall AUM through co-lending model stood at ' 14,542.81 lakhs (including loan against collateral of Gold) which was 34.63% of the total AUM as on March 31,2023.

Scheme of Arrangement

During the year under review, the Board of Directors have on recommendation of the Audit Committee and the Independent Directors of the Company, at its meeting held on December 19, 2022, approved the Scheme of Arrangement between Exclusive Leasing and Finance Private Limited ("EZ Capital") and the Company and their respective Shareholders and Creditors for acquisition of Retail MSME Lending Business of EZ Capital ("Scheme") and subsequently made an application to BSE for seeking in principle approval from BSE on the Scheme.

Transfer to Statutory Reserve

In compliance with Section 45-IC (1) of Reserve Bank of India Act, 1934, the Company, has transferred a sum of ' 111.77 lakhs to the Statutory Reserve Fund for the financial year ended March 31,2023.

Credit Rating

The details of ratings assigned by credit rating agencies and migration of ratings during the year ended March 31, 2023, and as on the date of this Report, are as follows:

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, the Company has formulated and adopted a Dividend Distribution Policy approved by the Board of Directors of the Company ("Policy").

The Directors recommend, for consideration and approval of the Members at the ensuing AGM, for payment of a dividend of

' 0.01/- per equity share i.e., 0.5% of face value of ' 2/- each. The total dividend for the financial year 2022-23 is ' 11.62 lakhs to be paid out of the profits of the Company.

The dividend recommended is in accordance with the principles and criteria set out in the Policy.

Further, dividend paid for financial year 2021-22 was ' 0.01/-per equity share i.e., 0.5% of face value of ' 2/- each. The amount of dividend aggregated to ' 8.88 lakhs.

The Finance Act, 2020, has abolished the Dividend Distribution Tax and has introduced the system of dividend taxation in the hands of the shareholders with effect from April 01, 2020. Accordingly, the Company would be required to deduct Tax at Source in respect of payment of dividend, if declared, to its shareholders (resident as well as non-resident).

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.

Debentures

During the year under review, the Company has redeemed and has made timely payment towards principal and interest in full of the below mentioned rated, secured, senior, transferable, listed, redeemable, principal protected market linked nonconvertible debentures ("NCDs") issued on private placement basis:

a. 1,50,000 NCDs of ' 1,000/- each aggregating to ' 15,00,00,000/- allotted on June 11,2021, have been redeemed on September 09, 2022.

b. 150 NCDs of ' 10,00,000/- each aggregating to ' 15,00,00,000/- allotted on September 02, 2021, have been redeemed on December 02, 2022.

Consequently, as on March 31,2023, there are no outstanding listed NCDs in the Company and accordingly the provisions of Chapter V of the Listing Regulations are not applicable to the Company.

Further, during the year under review, as per the terms of the senior, secured, unlisted, unrated, redeemable non-convertible debentures ("Unlisted NCDs"), out of 50 Unlisted NCDs, the Company has redeemed 14 Unlisted NCDs having face value of ' 10,00,000/- each aggregating to ' 1,40,00,000/. Accordingly, as on March 31, 2023, 36 Unlisted NCDs having face value of ' 10,00,000/- each aggregating to ' 3,60,00,000/- are outstanding.

The details of the Debenture Trustee of the Company for the aforesaid outstanding Unlisted NCDs 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

During the financial year 2022-23, the total paid up equity share capital of the Company increased from ' 17,76,77,878/-divided into 8,88,38,939 equity shares having face value of ' 2/- each to ' 23,24,29,432/- divided into 11,62,14,716 equity shares having face value of ' 2/- each.

As on the date of this Report, the total paid up equity share capital of the Company is ' 23,25,98,742/- divided into 11,62,99,371 equity shares of ' 2/- each.

Further, during the year under review, 4,95,956 convertible warrants issued to public category have not been exercised till May 02, 2022, i.e., within 18 months from the date of allotment. Accordingly, the right to exercise conversion of the warrants into equity shares has lapsed and the upfront consideration amounting to ' 27,59,995.14/- (Rupees Twenty-Seven Lakhs Fifty-Nine Thousand Nine Hundred Ninety-Five and Paise Fourteen only) received has been forfeited by the Company in compliance with Regulation 169(3) of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended ("ICDR Regulations").

Furthermore, the Finance Committee of the Company at its meeting held on May 09, 2022, has, subsequent to approval of the Shareholders at their Extra-Ordinary General Meeting held on April 11, 2022, issued and allotted 27,74,706 convertible warrants on preferential basis having face value of ' 2/- each at issue price of ' 132/- each for aggregate consideration of ' 36,62,61,192/- (Rupees Thirty-Six Crores Sixty-Two lakhs Sixty-One Thousand One Hundred and Ninety-Two only) to non-promoter entities/individuals, convertible into equivalent number of equity shares of the Company within 18 months from the date of allotment. These convertible warrants have been allotted against receipt of the subscription price equivalent to 25% of the issue price and balance exercise price equivalent to 75% of the conversion price of the equity shares shall be payable by the warrant holder(s) at the time of exercising options of conversion of the warrants.

The Members of the Company at the Extra-Ordinary General Meeting of the Company held on January 18, 2023, had approved preferential issue of (a) 26,82,762 equity shares

at an issue price of ' 74.55/- per share and (b) 80,48,289 convertible warrants at an issue price of ' 74.55/- per warrant, to Zeal Global Opportunities Fund, a Category I Foreign Portfolio Investor ("Zeal") registered with SEBI, in nonpromoter category. However, since Zeal did not subscribe to the preferential issue within the time limit prescribed under ICDR Regulations, the Board of Directors of the Company vide resolutions passed by way of circulation dated February 02, 2023, approved rescinding of resolutions passed at the Board Meeting held on December 19, 2022, related to aforesaid preferential issue. Further, as per Clause 11 of Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India, the Members of the Company have at the Extra-Ordinary General Meeting of the Company held on March 28, 2023, rescinded its earlier approval on the aforesaid preferential issue.

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 31,2023, 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 2023-24 without prior written approval of RBI.

Board of Directors

The Company recognizes the importance of a diverse Board in its success and believes that it will help the Company to

enhance its governance and competitive arc. The composition of the Board of Directors of the Company is in accordance with the provisions specified in the Act and Listing Regulations. The Board comprises of eminent persons of proven competence and integrity. Besides experience, strong financial acumen, strategic

astuteness and leadership qualities, the Board of Directors have a significant degree of commitment towards the Company and devotes adequate time to meetings and preparation.

As on August 11,2023, the Board of Directors of the Company comprises of the following directors:

During the financial year ended March 31,2023, and till the date of this Report, the composition of the Board of Directors of the Company underwent the following changes:

(a) The members of the Company have at the Extra-Ordinary General Meeting of the Company held on June 29, 2022, on recommendation of the Board of Directors and Nomination and Remuneration Committee, inter alia, approved:

i. appointment of Ms. Abha Kapoor as an Independent Director of the Company for a term of 5 (Five) consecutive years with effect from March 30, 2022, till March 29, 2027 (both days inclusive).

ii. appointment of Ms. Geetu Gidwani Verma as an Independent Director of the Company for a term of 5 (Five) consecutive years with effect from May 31, 2022, till May 30, 2027 (both days inclusive).

iii. change in designation of Mr. Rajiv Kapoor from Non-Executive Independent Director to NonExecutive Non-Independent Director with effect from March 30, 2022, liable to retire by rotation.

(b) Mrs. Minaxi Mehta (DIN: 03050609), Non-Executive Non-Independent Director of the Company, resigned from the directorship of the Company with effect from close of business hours of June 17, 2022.

(c) The members ofthe Company have at the 28^th Annual General Meeting of the Company held on September 28, 2022, on recommendation of Board of Directors and Nomination and Remuneration Committee, approved the appointment of Mrs. Rushina Mehta as Non-Executive Non-Independent Director of the Company with effect from June 17, 2022, liable to retire by rotation.

(d) Mr. Karan Neale Desai (DIN: 05285546), Whole Time Director of the Company, resigned from the directorship

of the Company with effect from close of business hours of June 30, 2022.

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.

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

Further, the term of appointment of Mr. Nirmal Vinod Momaya and Mr. Krishipal Raghuvanshi, Independent Director(s) of the Company, expires on August 09, 2023 and August 23, 2023, respectively. The Board of Directors at its meeting held on August 11, 2023, on the recommendation of the Nomination and Remuneration Committee, has approved and recommended to the Members of the Company the below for their approval at the ensuing AGM:

i. re-appointment of Mr. Nirmal Vinod Momaya as an Independent Director of the Company, not liable to retire by rotation, to hold office for a second term of 5 (Five) consecutive years with effect from August 10, 2023 till August 09, 2028 (both days inclusive); and

ii. re-appointment of Mr. Krishipal Raghuvanshi as an Independent Director of the Company, not liable to retire by rotation, to hold office for a second term of 5 (Five) consecutive years with effect from August 24, 2023 to August 23, 2028 (both days inclusive).

The notice convening the AGM includes brief information and a proposal for re-appointment of Mr. Atwood Porter Collins, Mr. Nirmal Vinod Momaya and Mr. Krishipal Raghuvanshi as Director(s) 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 that each of them meets 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 31,2023.

Further, the Company has obtained the certificate from M/s. U. Hegde & Associates, Practicing Company Secretaries, pursuant to Regulation 34(3) and Schedule V Para C Clause 10(i) of the Listing Regulations confirming that none of the Directors on Board of the Company as on March 31,2023, have been debarred or disqualified from being appointed or continuing as Directors 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

The Board met 6 (Six) times during the financial year. The details of the meeting(s) of the Board of Directors of the Company held during the financial year 2022-23 and attendance of the Directors forms part of 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 below was the constitution of the Audit Committee as on March 31,2023:

Note: Mr. Krishipal Raghuvanshi was elected as the Chairperson of the Audit Committee in place of Mr. Nirmal Vinod Momaya with effect from November 07, 2022. Mr. Nirmal Vinod Momaya continues to be a member of the Audit Committee.

Further, the Committee was re-constituted on August 04, 2023, with the following members.

The composition, role, terms of reference and powers of the Audit Committee are in conformity with the requirements of the Act and Listing Regulations and the same has 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 of Audit Committee meetings 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 constitution of the Nomination and Remuneration Committee as on March 31,2023, and upto the date of this Report, is given below:

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 has 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 of Nomination and Remuneration Committee meetings 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 constitution of the Stakeholders Relationship Committee as on March 31,2023, and upto the date of this Report, is given below:

Notes:

1. Mr. Karan Neale Desai, Whole Time Director ceased to be member of the Stakeholders Relationship Committee with effect from May 30, 2022.

2. Mr. Rohanjeet Singh Juneja, Managing Director and Chief Executive Officer of the Company has been appointed as a member of the Stakeholders Relationship Committee with effect from May 30, 2022.

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 has been provided in the Corporate Governance Report which forms part of the Annual Report.

The details of the Stakeholders Relationship Committee meetings 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 & Strategy Committee

During the year under review, the Board of Directors of the Company at its meeting held on November 14, 2022, renamed the "Risk Management Committee" to "Risk Management & Strategy Committee".

The constitution of the Risk Management & Strategy Committee as on March 31,2023, and upto the date of this Report, consists of the following members:

The composition, role, terms of reference and powers of the Risk Management & Strategy Committee are in conformity with the requirements of the Listing Regulations and RBI Master Directions. Further, the details of the Risk Management & Strategy Committee meetings held during the year under review and quorum, along with the terms of reference has been provided in the Corporate Governance Report which forms part of the Annual Report.

(e) Corporate Social Responsibility Committee

Since the net profit of the Company for the year ended March 31, 2022, was more than

' 5 crore, the Board of Directors of the Company at its meeting held on May 30, 2022, has constituted Corporate Social Responsibility ("CSR") Committee in compliance with Section 135 of the Act. The composition of the CSR Committee as on March 31,2023, and upto the date of this Report, consists of the following members:

(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 effectively and reasonably perform their duties.

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 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 on being fit and proper in terms of the provisions of Master Directions. 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.

All Board Members and senior management personnel have affirmed compliance with the Company's code of conduct during the financial year under review and a declaration to this effect signed by the Managing Director & Chief Executive Officer is included in the Annual Report.

Key Managerial Personnel

In terms of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31,2023, are:

During the year under review and upto the date of this Report, the following changes has occurred in the Key Managerial Personnel of the Company:

(a) Mr. Karan Neale Desai, Whole Time Director of the Company, resigned from the directorship of the

Company with effect from close of business hours of June 30, 2022.

(b) To focus more on the additional responsibilities and roles and for strengthening the organizational matrix, Mr. Lalit Chendvankar, Chief Compliance Officer and Legal Head resigned from the post of Company Secretary and Compliance Officer of the Company with effect from close of business hours of October 13, 2022. Further, the Board of Directors have at its meeting held on October 13, 2022, approved continuation of Mr. Lalit Chendvankar as the Chief Compliance Officer and Legal Head of the Company and continue to be designated as Key Managerial Personnel of the Company under the Act.

(c) Ms. Sonal Sharma has been appointed as Company Secretary and Compliance Officer of the Company with effect from October 14, 2022.

Subsidiary Company

DFL Technologies Private Limited is the wholly owned subsidiary company of the Company ("WoS").

Accordingly, pursuant to the provisions of Sections 129, 134 and 136 of the Act, read with applicable rules thereunder, Regulation 33 of the Listing Regulations and applicable Indian Accounting Standards ("Ind AS"), the Board of Directors of the Company approves the Consolidated Financial Statements of the Company and its WoS. Copies of the Balance Sheet, Profit and Loss Account, Report of the Board of Directors and Report of the Auditors of the WoS are not attached to the accounts of the Company for the financial year 2022-23. The Company will make these documents/details available upon request by any Member of the Company. These documents/details will also be available for inspection by any Member of the Company at its registered office and at the registered office of the WoS during business hours on working days and through electronic means. Members of the Company can request the same by sending an email to corpsec@trucapfinance.com till the date of ensuing AGM. The Company's financial statements, including the accounts of its WoS which form part of the Annual Report, are prepared in accordance with the Act and Ind AS 110.

As on March 31, 2023, the total investment made by the Company in the equity share capital of the WoS was ' 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 31,2023, 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 1 29(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, the Company did not have any Joint Ventures/Associates during the financial year under review.

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, 2023, 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 31,2023 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").

The Shareholders of the Company has at the 28^th Annual General Meeting of the Company held on September 29, 2022, on recommendation of the Board of Directors of the Company, approved amendment in ESOP Plan 2018 to comply with the regulatory requirements in terms of the revised SEBI (Share Based Employee Benefits & Sweat Equity) Regulations, 2021, as amended ("SEBI SBEB & SE Regulations"), which has repealed the erstwhile SBEB 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 SBEB Regulations and 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 for 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 in its accounts.

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-Disclosure-2022-23.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 and 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.

TruCap Employee Retention Plan

Wilson Holdings Private Limited, promoter of the Company ("Promoter") has instituted "TruCap Employee Retention Plan" ("Plan") to motivate the Identified Employee(s) of the Company (as defined under the Plan) with incentives and reward opportunities and to achieve sustained growth of the Company by aligning the interests of the Identified Employees with the long-term interests of the Company. Pursuant to the said Plan, the Promoter along with Mrs. Minaxi Mehta will transfer up to 70,00,000 equity shares of the Company (or such revised number of equity shares as may be available pursuant to any corporate action) ("Equity Shares") held by the Promoters to Wilson Growth Private Limited, a wholly owned subsidiary of the Promoter ("Wilson Growth"). Pursuant to the Plan, a trust is also incorporated to implement the Plan ("Trust") and subject to the conditions more particularly set forth in the Plan, the cash bonus will be paid as per the terms and conditions set out in the grant letter issued to the Identified Employee(s) ("Letter of Grant"). Wilson Growth will sell the Equity Shares, in one or more tranches, in accordance with the Letter of Grant and the proceeds from the sale of such Equity Shares (after deducting capital gains tax) will be transferred to the Trust for further disbursal to the Identified Employee(s).

While the Plan is being instituted by the Promoters, with the sole intention to abide by good corporate governance practices and in the spirit of true and fair disclosure, the Company has obtained approval from the Members of the Company for the Plan at the Extra-Ordinary General Meeting of the Company held on March 28, 2023.

Capital Adequacy Ratio

During the year ended March 31, 2023, the asset size of the Company crossed ' 500 crore and accordingly the Company achieved the status of Systemically Important NBFC. Pursuant to the Master Direction issued by RBI, the capital adequacy

ratio (Standalone) of the Company as on March 31, 2023, stood at 34.50%, comprising Tier I capital ratio of 34.40% against the ratio of 10% as prescribed by RBI.

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 are required to submit a Business Responsibility and Sustainability Report ("BRSR") with effect from the financial year ended March 31, 2023. Since, as on March 31,2023, the Company is not under top 1,000 companies based on market capitalization on BSE, 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 the 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 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 issued by the Institute of Company Secretaries of India relating to 'Meetings of Board of Directors' and 'General Meetings', respectively, have been duly followed by the Company.

Contracts and Arrangements with Related Parties

During the year, the Board of Directors have on recommendation of the Audit Committee, reviewed and amended the Policy on Related Party Transactions ("RPT Policy") to bring it in line with the recent changes in Listing Regulations. 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-RPT.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 quarterly.

During the year, the contracts/arrangements/transactions with related parties entered by the Company were not material in accordance with Regulation 23 of Listing Regulations. The policy on 'material' subsidiaries and the policy on material events along with the RPT Policy, used for determining RPTs and dealing with RPTs as approved by the Board may be accessed on the website of the Company i.e., www.trucapfinance.com. Please refer to Note No. 44 of the Standalone Financial Statements, which contains related party disclosures.

Since all RPTs entered into by the Company during the financial year ended March 31, 2023, 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 of Companies) 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 on a half-yearly basis.

Internal Financial Controls and adequacy

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 the internal controls.

During the year under review, no reportable material weakness in the design or operations was observed.

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-Check-Form-1.pdf.

Statutory Auditors and Auditors' Report

The audit for the financial year 2022-23 was conducted by M/s. Bansal Bansal & Co., Chartered Accountants (Firm Registration No.100986W 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 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), is appointed as the Secretarial Auditor of the Company for the financial year 2022-23. The Secretarial Audit Report in Form MR-3 for the financial year ended March 31, 2023, is annexed herewith as Annexure-IV-A to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Annual Secretarial Compliance Report

Pursuant to Regulation 24A of the Listing Regulations, the Annual Secretarial Compliance Report for the financial year 2022-23 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 2022-23 has been submitted to BSE in compliance with the SEBI Circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/38 dated March 19, 2020, read with BSE Circular No. 2023041041 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, 2023, 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 2022-23 is annexed herewith as Annexure-IV-B to this Report.

Reporting of Frauds by the Auditors

During the year under review, the Statutory Auditors and the Secretarial Auditor have not reported any instances of fraud committed in the Company by its officers or employees to the Audit Committee/Board under Section 143(12) of the Act.

Corporate Social Responsibility

In accordance with Section 135 of the Act, the Company has constituted a Corporate Social Responsibility ("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 particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, as amended, are set out in the Annexure-VI.

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

The Company, being an NBFC registered with the RBI, provisions prescribed under Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014, as amended, pertaining to loans, guarantees and investments are not applicable to 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 provisions of the circular issued by the RBI on April 1 9, 2022, the Company being a base layer NBFC, the Board of Directors have, on the recommendation of the Audit Committee, approved Policy on Loan to Directors and Senior Officers. Further, in compliance with the said circular, disclosure with respect to loans to directors and senior officers is included in Note No. 55.13 of the standalone financial statements annexed to the Annual Report.

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, 201 4, 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 & Strategy Committee as required under Master Directions read with Regulation 21 of the Listing Regulations.

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, 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 is annexed as Annexure - VII 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 2023-24 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. 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 Directions in respect of auctions made during the year is provided in Note No. 55.12 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. 55.15 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)

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.

Since there was no dividend declared and paid for financial year 2014-15, your Company did not have any funds as lying unpaid or unclaimed for a period of 7 (Seven) years in terms of provisions of Section 124 of the Act. Therefore, there are no funds which are required to be transferred to IEPF established by the Central Government pursuant to the provisions of Section 125 of the Act.

During the year under review, the Company did not have any equity shares which were required to be transferred to IEPF as per the provisions of Section 124 of the Act.

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

There are no material changes and commitments affecting the financial position of the Company during the period between end of the financial year and date of this Report.

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, 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 online 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.

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 was no application made against the Company under the Insolvency and Bankruptcy Code, 2016 during the year under review. There are no proceedings pending under the Insolvency and Bankruptcy Code, 2016 against the Company as on March 31,2023.

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, reasons of difference in the valuation at the time of onetime 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 receive any remuneration or commission from its subsidiary.

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.