Spandana Sphoorty Financial Limited announced on January 10 that its board is evaluating a potential merger of its subsidiary, Criss Financial Ltd, into the parent company. The development marks a significant corporate restructuring initiative for the microfinance institution.

Board Grants In-Principle Approval

In a regulatory filing, Spandana Sphoorty Financial disclosed that its board has granted in-principle approval for the proposed merger. The board has simultaneously constituted a dedicated Merger Steering Committee to comprehensively assess and finalise the terms of the transaction.

Merger Steering Committee Formation

The newly formed committee will operate as a sub-delegated body of the board, carrying substantial responsibilities in the merger process. The committee's mandate encompasses several critical functions:

Decision-Making Process

The merger process follows a structured approach with clear governance protocols. Based on the Merger Steering Committee's recommendations, the board will consider the proposed merger for final approval. The company emphasised that the final merger scheme and any definitive agreements will require specific approval from the board of directors.

Regulatory Compliance and Disclosures

Spandana Sphoorty Financial has committed to maintaining transparency throughout the merger evaluation process. The company stated that it will make further disclosures in line with listing regulations and applicable laws after the board reviews the committee's proposal. This approach ensures compliance with regulatory requirements and keeps stakeholders informed of material developments.

The merger evaluation represents a strategic corporate action that could potentially streamline operations and enhance organisational efficiency through the integration of the subsidiary into the parent entity.

Spandana Sphoorty Financial Limited has announced that its Board of Directors is evaluating the prospects of merging its subsidiary Criss Financial Limited into the parent company. The development was communicated to stock exchanges through a regulatory filing under Regulation 30 of SEBI's Listing Obligations and Disclosure Requirements Regulations, 2015.

Board Resolution and Committee Formation

The board passed a resolution on January 10, 2026, providing in-principle approval for the proposed merger. As part of this decision, the company has constituted a Merger Steering Committee, which will serve as a sub-delegated committee of the board.

Committee Responsibilities and Authorization

The Merger Steering Committee has been granted comprehensive authority to handle various aspects of the merger evaluation process. The committee's mandate includes:

• Evaluating the proposed merger structure and terms
• Engaging various intermediaries for professional assistance
• Drafting and finalizing the draft scheme and related documents
• Managing communications and disclosures
• Handling stakeholder engagements related to the proposed merger

The committee will facilitate effective decision-making on matters related to the merger and prepare a final proposal for board consideration and approval.

Next Steps and Regulatory Compliance

The merger process will follow a structured approach with multiple approval stages. Based on the Merger Steering Committee's recommendations, the board will consider the proposed merger in detail. The final scheme and any definitive documents related to the merger will require specific approval from the board.

Spandana Sphoorty Financial has committed to making necessary announcements and disclosures in accordance with listing regulations and other applicable laws following the board's consideration of the matter. The company will ensure full compliance with regulatory requirements throughout the merger evaluation and approval process.

This merger evaluation represents a significant corporate development for Spandana Sphoorty Financial as it considers consolidating its subsidiary operations to potentially enhance operational efficiency and streamline its corporate structure.