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.

Sammaan Capital has issued an official clarification regarding recent media reports about a fresh FIR filed by Delhi Police's Economic Offences Wing (EOW) against its former promoter Sameer Gehlaut. The company responded to communications from both BSE and NSE dated December 17, 2025, addressing news reports that appeared on Moneycontrol about the company's stock movement following the FIR developments.

Fresh FIR Details and Court Proceedings

The clarification reveals that Delhi Police EOW has registered FIR No. 175/25 dated December 15, 2025, following information from the Enforcement Directorate about alleged fraud and criminal conspiracy in quid pro quo transactions. The FIR specifically targets Sameer Gehlaut, the erstwhile promoter, and five corporate entity groups including Americorp, Reliance ADAG, DLF Group, Vatika Group, and Chordia Group.

Company's Position on Ex-Promoter

Sammaan Capital has categorically stated that it has no relation whatsoever with Mr. Gehlaut, against whom the allegations have been levelled in the FIR. The company provided a detailed timeline of Gehlaut's complete exit from the organization across multiple capacities.

Supreme Court Case Background

The developments stem from an ongoing Supreme Court case titled "Citizens Whistle Blowers Forum Vs Union of India & Ors." During the court hearing on December 17, 2025, both CBI and Delhi Police EOW submitted their respective affidavits in compliance with earlier Supreme Court directions. The CBI affidavit revealed that a meeting of senior officers from CBI, ED, SFIO, and SEBI was held to examine whether a Special Investigation Team (SIT) was required, but no decision to form an SIT could be taken.

Company Profile and Current Status

Sammaan Capital Limited, formerly known as Indiabulls Housing Finance Limited, continues its operations as a mid-cap finance company. The company emphasized that it has made necessary timely disclosures from time to time on stock exchanges, including a detailed brief disclosed on November 19, 2025.

The company's clarification, signed by Company Secretary Amit Jain on December 18, 2025, aims to address stakeholder concerns and provide transparency regarding its complete disconnection from the ongoing investigations involving its former promoter.