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.

Spandana Sphoorty Financial has received Management Committee approval for transferring its stressed loan portfolio to an asset reconstruction company (ARC) while simultaneously strengthening its funding base through a ₹415 crore NCD issuance. The microfinance institution's Management Committee approved the significant balance sheet restructuring move on December 29, as part of its recovery strategy amid challenging financial performance.

Management Committee Approval

The Management Committee of the Board of Directors passed a resolution on December 29, approving the transfer of stressed loan portfolio including written off loans. The meeting was conducted from 12:30 p.m. to 1:00 p.m., with the decision communicated to stock exchanges under Regulation 30 of SEBI Listing Regulations.

Transaction Parameters

The approved transaction involves transferring the stressed loan portfolio through the Swiss Challenge Method, a competitive bidding process used for asset sales in accordance with RBI Master Directions.

Funding Base Strengthening

Separately, the company's board approved the allotment of non-convertible debentures worth ₹415 crore through private placement to strengthen its funding base. The company allotted 41,500 rated, listed, senior, secured, redeemable and taxable NCDs pursuant to a board resolution passed on December 23.

Recent Financial Performance

The lender reported sharp deterioration in its September quarter performance, highlighting the need for balance sheet cleanup. Net sales fell significantly while losses widened substantially compared to the previous year.

Strategic Impact

This move represents a significant write-down of approximately 93% on the original portfolio value, reflecting the challenging nature of these distressed assets. The transfer to an ARC will help Spandana Sphoorty clean up its balance sheet and focus on core lending operations. In recent management changes, the company appointed Venkatesh Krishnan as managing director and chief executive officer, effective November 27.