Sammaan Capital Limited has secured important regulatory clearances for its proposed demerger scheme, receiving positive responses from both major Indian stock exchanges. The company announced on April 22, 2026, that it has obtained observation letters from BSE Limited and the National Stock Exchange of India Limited regarding its scheme of arrangement with Sammaan Finserve Limited.

Stock Exchange Approvals Received

The regulatory approvals came in quick succession, demonstrating the exchanges' efficient processing of the demerger proposal. BSE Limited issued its observation letter with 'no adverse observations' on April 21, 2026, followed by NSE's 'no objection' letter on April 22, 2026.

Both exchanges have made their observation letters available on the company's website at https://www.sammaancapital.com/scheme-of-arrangement , ensuring transparency for stakeholders.

Demerger Structure and Business Transfer

The scheme of arrangement involves the transfer of the lending business from Sammaan Finserve Limited (the demerged company) to Sammaan Capital Limited (the resulting company) as a going concern. This demerger is being executed under Sections 230 to 232 of the Companies Act, 2013, along with other applicable provisions including Section 52 and Section 66.

The Board of Directors of Sammaan Capital Limited had initially approved this proposed scheme on December 31, 2025, subject to receiving requisite regulatory and statutory approvals.

Regulatory Compliance Requirements

Both stock exchanges have outlined comprehensive compliance requirements that the companies must adhere to throughout the demerger process. The key conditions include ensuring no misstatements in scheme disclosures, incorporating exchange observations in the NCLT petition, and maintaining transparency through website disclosures.

Specific requirements include:

• Disclosure of ongoing adjudication and recovery proceedings against the resultant company, promoters, and directors
• Compliance with relevant provisions of the Companies Act, 2013, and SEBI LODR Regulations
• No changes to the draft scheme without specific written consent from SEBI
• Display of additional information on both company and exchange websites

Timeline and Next Steps

The observation letters carry a validity period of six months from their respective dates, creating a clear timeline for the companies to proceed with their NCLT filing. NSE's letter specifically states that the scheme must be submitted to the NCLT within six months from April 22, 2026.

Both exchanges have reserved their rights to withdraw approvals if any information submitted is found to be incomplete, incorrect, misleading, or false, or for any contravention of their rules and regulations. The companies are now positioned to file their petition with the National Company Law Tribunal to seek final approval for the demerger scheme.

Sammaan Capital Limited's open offer by Avenir Investment RSC Ltd has recorded zero equity shares tendered for the fourth consecutive day of the tendering period. Citigroup Global Markets India Private Limited, serving as the manager to the open offer, reported that no shares were deposited in the designated escrow demat account on April 20, 2026, continuing the trend of nil participation since the offer commenced on April 17, 2026. The open offer targets the acquisition of up to 34,17,54,286 equity shares, representing 26.05% of the expanded voting share capital of Sammaan Capital Limited .

Tendering Status Update

The open offer escrow demat account maintained with Ventura Securities Limited showed no activity on April 20, 2026, mirroring the results from previous days. The manager to the open offer confirmed that Nil Equity Shares, constituting 0% of the Offer Size, have been tendered in the Open Offer Escrow Demat Account as per the statement received on April 20, 2026.

The manager clarified that tendered shares remain subject to validation and verification of complete documentation submission. The final acceptance of shares will comply with SEBI SAST Regulations and the letter of offer dated April 03, 2026, along with the addendum dated April 09, 2026. The number of Equity Shares tendered by Public Shareholders may differ from the number of Equity Shares which will be accepted by the Acquirer in the Open Offer.

Open Offer Structure and Pricing

The open offer targets the acquisition of up to 34,17,54,286 equity shares of face value INR 2.00 each, representing 26.05% of the expanded voting share capital of Sammaan Capital Limited. The pricing structure reflects current market conditions and regulatory compliance requirements.

The offer price for fully paid equity shares represents the highest valuation among various parameters under Regulation 8(2) of the SEBI SAST Regulations. The volume-weighted average market price for 60 trading days preceding the public announcement was INR 138.23 per share.

Regulatory Framework and Timeline

The open offer operates under comprehensive regulatory oversight with all required statutory approvals obtained. The tendering period provides shareholders adequate time to evaluate and participate in the acquisition process.

Avenir Investment RSC Ltd has established financial arrangements totaling INR 5,32,64,50,00,000 through bank guarantees, cash escrow amounts, and undrawn facilities to fulfill acquisition obligations. The committee of independent directors unanimously approved the offer as fair and reasonable, with Mr. Subhash Sheoratan Mundra serving as chairman.

Documentation and Compliance

Citigroup Global Markets India Private Limited continues to manage the offer process with MUFG Intime India Private Limited serving as registrar. The comprehensive documentation includes updates to financial information, shareholding structures, and regulatory approvals since the original public announcement.

Public shareholders can access the letter of offer and related documents through SEBI, stock exchange, manager, and registrar websites. The tender offer method applies as the acquirer has not obtained control over the target company prior to the tendering period commencement.