Sammaan Capital Limited announced that its board of directors approved a comprehensive scheme of arrangement on December 31, 2025, involving the demerger of its wholly-owned subsidiary Sammaan Finserve Limited's NBFC business. The board meeting, held from 2:30 p.m. to 4:30 p.m. IST, considered recommendations from both the Audit Committee and Independent Directors Committee before approving the restructuring plan.

Demerger Structure and Financial Impact

The scheme involves transferring SFL's entire NBFC business undertaking to Sammaan Capital Limited on a going-concern basis. The financial significance of this move is substantial, with SFL's demerged undertaking generating significant revenue for the group.

Strategic Rationale and Business Expansion

The demerger aligns with Sammaan Capital's strategic repositioning following its $1 billion investment agreement with Avenir Investment RSC Ltd, owned by International Holding Company PJSC. The company has been aggressively scaling SFL's operations since September 2024, expanding from 32 branches with 287 employees to 107 branches with 1,016 employees.

Key strategic objectives include:

• Consolidation of lending operations under a single entity
• Creation of a simpler organizational structure
• Enhanced operational clarity and improved governance
• Enabling pursuit of opportunities across financial services
• Complete regulatory and statutory compliance

Operational Transformation and Future Structure

Post-demerger, Sammaan Capital will operate as a full-suite NBFC offering comprehensive mortgage-backed loans, while SFL will focus on non-lending financial services. The restructuring leverages International Holding Company's extensive expertise in financial services and fintech domains.

Regulatory Compliance and Shareholding

The scheme operates under Sections 230 to 232 of the Companies Act, 2013, subject to necessary regulatory consents. Since SFL is a wholly-owned subsidiary, no changes in shareholding patterns are expected for either entity.

The demerger represents a significant step in Sammaan Capital's evolution toward becoming a multi-product NBFC, positioning the company to capitalize on opportunities across the broader financial services landscape while maintaining regulatory compliance and operational efficiency.

The Supreme Court has escalated the legal proceedings involving Sammaan Capital by directing the Central Bureau of Investigation (CBI) to decide on FIR registration within one week. This development represents a significant progression from the earlier directive requiring a new affidavit after review with multiple investigative agencies.

Court's Latest Directive

The apex court has now set a specific timeline for the CBI to make a crucial decision regarding the registration of a First Information Report (FIR) in the Sammaan Capital case. This one-week deadline indicates the court's intent to expedite the investigative process.

Background of Multi-Agency Review

The current directive follows the Supreme Court's earlier instruction for the CBI to submit a new affidavit in the Public Interest Litigation (PIL) matter after conducting a comprehensive review with the Enforcement Directorate (ED) and the Serious Fraud Investigation Office (SFIO).

Previous Coordination Framework

The multi-agency coordination involved three key investigative bodies working together to assess the case comprehensively.

Legal Proceedings Acceleration

The Supreme Court's decision to impose a specific timeline for FIR registration demonstrates the urgency being attached to the case. The progression from requiring an affidavit to setting a deadline for FIR registration suggests that the court is pushing for concrete investigative action rather than procedural submissions.

The involvement of SFIO in the earlier review process had highlighted potential corporate fraud or financial irregularities aspects of the case, as SFIO typically handles complex corporate fraud cases and financial crimes. The current directive for FIR registration indicates that the case may be moving toward formal criminal investigation proceedings.