Avenir Investment RSC Ltd, an entity owned and controlled by International Holding Company PJSC (IHC), has acquired control of Sammaan Capital Limited following the completion of a mandatory open offer and the transfer of subscription shares. In a disclosure dated May 26, 2026, filed under Regulation 29(2) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, the acquirer confirmed it has been classified as the promoter of the target company effective May 15, 2026. The total investment by IHC is set to aggregate to INR 8,850 Crore upon full exercise and conversion of Subscription Warrants, marking a significant equity infusion in the Indian NBFC sector.

Acquisition and Shareholding Details

The mandatory open offer, which opened on April 17, 2026, concluded on May 14, 2026. During this period, Avenir Investment RSC Ltd acquired a total of 41,110 equity shares, comprising 40,000 Fully Paid Equity Shares and 1,110 Partly Paid Equity Shares. The acquisition was executed at an offer price of INR 139 per Fully Paid Equity Share and INR 39 per Partly Paid Equity Share. Concurrently, on May 26, 2026, 33,00,00,111 Subscription Shares were transferred from a separate demat escrow account to the acquirer's demat account, enabling the exercise of voting rights.

Post-acquisition, Avenir Investment RSC Ltd holds 43.4% of the equity share capital and 41.3% of the fully diluted capital of Sammaan Capital. The following table details the shareholding structure:

Investment Structure and Warrant Details

Pursuant to a securities subscription agreement dated October 02, 2025, the investment comprises equity shares and subscription warrants. The acquirer subscribed to 33,00,00,111 equity shares and 30,66,90,535 warrants. The total value of the Subscription Warrants is INR 4,263 Crore, with an upfront payment of INR 1,065.75 Crore representing 25% of the consideration. The balance amount of INR 3,197.25 Crore is payable upon the exercise of these warrants on or before September 30, 2027.

The total paid-up equity share capital of the company stands at INR 231,93,60,168.71, divided into 1,15,86,70,658 fully paid-up equity shares and 30,13,213 partly paid-up equity shares as on March 31, 2026. The fully diluted capital, accounting for employee stock options and the exercise of all warrants, is INR 308,39,53,502.71.

Strategic Implications

The acquisition of control by IHC is expected to bolster Sammaan Capital's capital depth and market credibility. The company has already received rating upgrades from two agencies following the investment. Operational synergies are anticipated through collaboration with IHC Group experts in IT, AI, risk management, and finance. Additionally, the association aims to enhance corporate governance standards and leverage IHC's technology ecosystem to drive innovation and efficiency.

Sammaan Capital reported a consolidated net loss of ₹7,144.56 crore for the financial year ended March 31, 2026, widening from the net loss of ₹1,807.46 crore in the previous year. For the fourth quarter ended March 31, 2026, the company posted a net loss of ₹8,101.41 crore, a reversal from the net profit of ₹324.04 crore in the corresponding quarter of the previous year. Q4 revenue stood at ₹17.6 billion compared to ₹21 billion in the same quarter of the previous year. The company's revenue from operations for the full year declined to ₹8,166.16 crore from ₹8,623.33 crore in FY25.

Financial Performance

The annual results reflect the impact of the strategic integration with International Holding Company (IHC), which became the promoter following the closure of a transaction on March 31, 2026. IHC invested a total of USD 1 billion (₹8,850 crore), receiving the first tranche of ₹5,652 crore on the issuance of equity shares and a 25% upfront payment on warrants. This resulted in an equity ownership of 28.5%, set to increase to 43.5% upon warrant conversion. The deterioration in profitability was driven by exceptional items amounting to ₹6,499.17 crore and a substantial increase in impairment on financial instruments, which stood at ₹3,627.94 crore for the year.

The following table summarises the key annual financial metrics:

The quarterly performance further highlights the scale of the reversal, with Q4 results presented below:

Strategic Developments and Outlook

Following the investment, all three leading domestic credit rating agencies—CRISIL, CARE, and ICRA—upgraded the company's ratings to AA+ with a stable outlook. The company's net worth stood at ₹18,991.47 crore as of March 31, 2026, with a total AUM of ₹53,160 crore. Sammaan Capital has outlined a growth strategy leveraging IHC's technological and financial expertise. The company targets a return to profitability with projected PAT of ₹1,400 crore by FY27.

The company has set ambitious targets for FY27 and FY30, aiming to expand its product suite from 4 to over 12 products, including Personal Loans and Gold Loans.