Incred Finance ( Wholly Owned Subsidiary of Incred Holding ) Buying Gold Business

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Document Summary

On February 25, 2025, TruCap Finance Limited ("Company") disclosed to the BSE Limited (Scrip Code: 540268) and the National Stock Exchange of India Limited (Scrip Code: TRU) its decision, approved by its Board of Directors in a meeting held on the same day, to sell its entire gold loan business to InCred Financial Services Limited ("InCred") via a slump sale ("Proposed Slump Sale"). This disclosure is made under Regulation 30 and 51 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR).

The sale includes all assets (including trademarks related to "Dhanvarsha" and its logo(s)) and liabilities pertaining to the gold loan business on a going concern basis. The slump sale is subject to the execution of long-form documents and the approval of the Company's shareholders, as well as any other required approvals. The Board has also approved the execution of a binding term sheet ("Binding Term Sheet") between TruCap Finance Limited and InCred concerning the slump sale. Relevant details regarding the Proposed Slump Sale and Binding Term Sheet, as required under the SEBI LODR read with the SEBI Master Circular No. SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024 ("SEBI Master Circular"), are enclosed as Annexure A and Annexure B. The Board Meeting commenced at 06.30 p.m. and concluded at 07.35 p.m.

Annexure A - Brief Terms of Binding Term Sheet:

The agreement is between TruCap Finance Limited and InCred Financial Services Limited ("InCred"). The purpose of the agreement is to record the terms of the slump sale of the entire gold loan business of TruCap Finance Limited, including assets (like the "Dhanvarsha" trademark) and liabilities, to InCred on a going concern basis, subject to long-form documentation and shareholder approval. The total consideration payable to TruCap Finance Limited for the sale of Gold Loan Business by the Company shall be approximately INR 330 crores subject to certain adjustments including the principal outstanding as on the date of transaction closing as set forth in the Binding Term Sheet and the long form documents to be executed in connection with the Proposed Slump Sale.

InCred has agreed to purchase the Gold Loan Business of the Company on a going concern basis in accordance with the terms of the Binding Term Sheet and other long form documents to discussed and agreed between the parties. No special rights such right to appoint directors, first right to share subscription in case of issuance of shares, etc.) in respect of the Company have been granted to InCred.

Annexure B - Slump Sale of Gold Loan Business by the Company to InCred:

The Revenue/Income of Gold loan Business for FY 2023-24 is INR 66.40 crores (36.48% of INR 182.01 crores being Revenue/Income of Company. Net Worth (based on Assets under Management) relating to Gold loan Business as on March 31, 2024 is INR 106.29 crores (48.47% of Net worth of Company). Net worth of Company as on March 31, 2024 is INR 219.31 crores. Assets under management of Company as on March 31, 2024 is INR 597.82 crores and gold loan business is INR 289.82 crores. The sale is expected to be completed by April 30, 2025, subject to approvals and precedent conditions. The total consideration for the sale is approximately INR 330 crores, subject to adjustments. InCred Financial Services Limited (CIN: U67190MH1995PLC360817) is the buyer and is not part of the promoter group. The sale is being facilitated through a Binding Term Sheet and subsequent long form documents.

The seller involved in the sale of Gold Loan Business is the Company, having Revenue/Income INR 182.01 crores and net worth of INR 219.31 crores, as of March 31, 2024. InCred has a turnover of INR 1,292.32 crores and net worth of INR 3,320.40 crores as of March 31, 2024. TruCap Finance Limited (“Seller”) is a non-deposit accepting non-banking financial company registered with the Reserve Bank of India and is into the business of lending. TruCap primarily lends against gold jewellery, grants MSME business loans and electric vehicle finance loans. InCred Financial Services Limited (“Buyer") is a non- deposit accepting non-banking financial company registered with the Reserve Bank of India and is into the business of lending with a diversified lending portfolio spread across Personal Loans, MSME Loans and Education Loans.

The slump sale will enable debt reduction and boost the company's net worth, improve profitability with lower operating costs. The sale will allow TruCap Finance Limited to focus on scaling up its green energy finance and MSME business loans. No change in shareholding pattern of the Company will occur as part of the Proposed Slump Sale.

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