Sammaan Capital Limited published newspaper advertisements on August 8, 2026, in 'Financial Express' and 'Jansatta', notifying equity shareholders of its upcoming Extraordinary General Meeting (EGM). The meeting, scheduled for September 10, 2026, at 11:30 AM IST via Video Conferencing/Other Audio-Visual Means (VC/OAVM), seeks approval for a scheme of arrangement between Sammaan Finserve Limited (SFL) and SCL. This corporate restructuring is mandated by the Reserve Bank of India (RBI) to consolidate NBFC operations under a single entity, ensuring compliance with regulatory norms for NBFC-Investment and Credit Companies.

Regulatory Compliance and Meeting Details

The EGM is convened pursuant to an order dated June 12, 2026, read with a rectification order dated July 10, 2026, by the National Company Law Tribunal (NCLT), New Delhi Bench, in Company Application No. CA. (CAA)-31/ND/2026. The primary objective is to transfer the NBFC Business of SFL, the Demerged Company, into SCL, the Resulting Company, on a going concern basis. This move addresses the RBI’s direction issued when granting SCL its Certificate of Registration (CoR) on June 28, 2024, which stipulated that no other group entity should hold a CoR as an NBFC-ICC or Housing Finance Company.

Shareholders holding equity shares as of the cut-off date, September 2, 2026, are eligible to vote. The remote e-voting process, facilitated by KFin Technologies Limited (KFintech), begins on September 6, 2026, at 9:00 AM IST and concludes on September 9, 2026, at 5:00 PM IST. Physical attendance has been dispensed with, and proxy appointments are not permitted for this meeting.

Scheme Mechanics and Financial Implications

The scheme involves the demerger of SFL’s NBFC undertaking into SCL under Sections 230–232 read with Sections 52 and 66 of the Companies Act, 2013, and Section 2(19AA) of the Income Tax Act, 1961. Key features include:

• Transfer of all properties and liabilities of the Demerged Undertaking to SCL on the Appointed Date.
• No issuance of fresh equity shares by SCL, as SFL is a wholly-owned subsidiary.
• Vesting of SFL’s listed Non-Convertible Debentures (NCDs) into SCL on identical terms, including coupon rate, tenure, and security nature, without requiring an exit offer to holders.
• Adjustment of net debit balances in capital reserve and retained earnings against SCL’s Securities Premium Account.

Strategic Rationale and Approvals

Beyond regulatory compliance, the scheme aims to consolidate NBFC activities into a single platform, enhancing operational synergies and simplifying the corporate structure. Post-demerger, SFL intends to explore entry into insurance broking and insurtech businesses, diversifying away from its current NBFC operations. The scheme has received no-objection letters from BSE Limited, NSE India, and the RBI. A valuation report by Transaction Square Advisory LLP and a fairness opinion by Inga Ventures Private Limited confirm the transaction’s equitable treatment of shareholders and creditors. Upon shareholder approval, the scheme requires final sanction from the NCLT.

Sammaan Capital has made a timely interest payment of ₹9122.50 lacs on its Secured Redeemable Non-Convertible Debentures (NCDs), settling the obligation a day before the scheduled due date. The payment, executed on August 5, 2026, covers the yearly interest for the NCD series carrying ISIN INE148I07JF9, which has an outstanding issue size of ₹102500 lacs. This punctual settlement underscores the company’s adherence to its debt servicing commitments and maintains liquidity confidence among debenture holders.

The company notified the National Stock Exchange of India Limited and BSE Limited pursuant to Regulation 57 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The disclosure was also aligned with SEBI Master Circular Ref. No. SEBI/HO/DDHS/DDHS-PoD- 1/P/CIR/2025/0000000103 dated July 11, 2025. Amit Kumar Jain, Company Secretary of Sammaan Capital Limited, digitally signed and submitted the certification on August 6, 2026.

Interest Payment Details

The interest payment relates to the secured redeemable NCDs issued via private placement and listed on stock exchanges. The payment frequency remains yearly, with no changes reported in the current cycle. There were no delays or non-payments recorded.

Compliance and Certification

Sammaan Capital Limited certified that the entire interest amount was paid as required. No redemption payments were processed during this period, as indicated in the filing. The company confirmed there were no reasons for non-payment or delay, ensuring full compliance with regulatory timelines.

What the Numbers Show

The early payment of the ₹9122.50 lacs interest obligation, one day prior to the August 6, 2026 due date, reflects proactive cash management by Sammaan Capital. With an issue size of ₹102500 lacs, the annual interest outflow represents a significant fixed cost, yet the company’s ability to settle it ahead of schedule suggests adequate short-term liquidity. The consistency in payment timing, following the last interest payment on August 6, 2025, indicates stable operational cash flows supporting its debt obligations.