Sammaan Capital Limited has convened an Extraordinary General Meeting (EGM) of its equity shareholders on Thursday, September 10, 2026, at 11:30 AM IST, to be conducted through Video Conferencing/Other Audio-Visual Means (VC/OAVM). The meeting has been directed by the Hon'ble National Company Law Tribunal (NCLT), New Delhi Bench, vide its order dated June 12, 2026, read with a Rectification Order dated July 10, 2026, in Company Application No. CA. (CAA)-31/ND/2026. The objective of the meeting is to seek equity shareholder approval for a scheme of arrangement between Sammaan Finserve Limited (SFL), the Demerged Company, and Sammaan Capital Limited (SCL), the Resulting Company, and their respective shareholders and creditors.

Meeting and Voting Schedule

The key dates and timelines for the EGM and associated e-voting process are set out below:

The NCLT has appointed Adv. Manisha Chava as Chairperson of the Meeting, Adv. Sunil Sharma as Alternate Chairperson, and Adv. Ansh Kakar as Scrutinizer. Voting rights of equity shareholders shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date of September 2, 2026. E-voting services are being provided by KFin Technologies Limited (KFintech).

Scheme of Arrangement: Key Highlights

The proposed scheme of arrangement involves the demerger of the NBFC Business of SFL into SCL on a going concern basis, in accordance with Section 2(19AA) of the Income Tax Act, 1961, and Sections 230–232 read with Sections 52 and 66 of the Companies Act, 2013. The key features of the scheme are:

• All properties and liabilities of the Demerged Undertaking as on the Appointed Date shall be transferred to and vested in SCL.
• Since SFL is a wholly owned subsidiary of SCL, no fresh equity shares will be issued by SCL as consideration for the demerger.
• The transfer of the Demerged Undertaking shall be on a going concern basis.
• Upon the scheme becoming effective, the net debit balance in capital reserve and net debit balance in retained earnings in the books of SCL shall be adjusted against the balance in the Securities Premium Account of SCL.
• Non-Convertible Debentures (NCDs) of SFL listed on the stock exchanges shall be vested with SCL on the same terms, including coupon rate, tenure, ISIN, redemption price, quantum, and nature of security.
• No exit offer to NCD holders of SFL is required, as the NCDs will be vested with SCL on the same terms.

Rationale for the Scheme

The primary regulatory driver for the scheme is compliance with a direction issued by the Reserve Bank of India (RBI) at the time of granting SCL a Certificate of Registration (CoR) dated June 28, 2024, bearing registration number N-14.03624, as an NBFC-Investment and Credit Company (NBFC-ICC). The RBI directed SCL to ensure that no other entity in the group holds a CoR as an NBFC-ICC/Housing Finance Company. To comply with this directive, the NBFC Business of SFL is proposed to be transferred to SCL.

Additional stated benefits of the scheme include:

• Consolidation of NBFC Business activities of SCL and SFL into a single entity with a wider capital and asset base.
• Synergies in business operations and offering of a more diversified suite of products through a unified platform.
• Simplification of the corporate and organisational structure and improved operational efficiencies.
• Alignment with the applicable regulatory framework and reduced administrative burden.
• SFL, post-demerger, is contemplating entry into the insurance broking and insurtech business, which is strategically distinct from its existing NBFC operations.

Capital Structure of the Companies

The share capital structure of SCL as on June 30, 2026 is as follows:

The share capital structure of SFL as on June 30, 2026 is as follows:

Creditor Obligations

As on March 31, 2026, the amounts due to creditors of the respective companies are as follows:

Regulatory Approvals and Valuation

The scheme has received no-objection/observation letters from BSE Limited on April 21, 2026, and from the National Stock Exchange of India Limited on April 22, 2026. The Reserve Bank of India issued a no-objection letter dated May 07, 2026, to both applicant companies. The Board of Directors of both SCL and SFL approved the scheme at their respective meetings held on December 31, 2025, with all directors voting in favour.

A valuation report dated December 31, 2025, was issued by Transaction Square Advisory LLP (IBBI Registration No. IBBI/RV-E/06/2023/194), confirming that no equity shares are required to be issued to equity shareholders of SFL (i.e., SCL) and recommending that for every 1 (one) NCD of SFL, 1 (one) NCD of SCL of equivalent face and paid-up value, coupon rate, tenure, redemption price, quantum, and nature of security be issued. A fairness opinion dated December 31, 2025, issued by Inga Ventures Private Limited (SEBI Registration No. INM000012698), an independent SEBI-registered Category-I Merchant Banker, certified the fair entitlement ratio as fair and reasonable.

The scheme requires approval by a majority of persons representing three-fourths in value of the equity shareholders of SCL, voting through remote e-voting and e-voting during the meeting. Upon approval, the scheme will be subject to subsequent sanction by 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.