Sammaan Capital Limited has announced a significant corporate development with its board of directors approving a comprehensive arrangement plan. The decision marks an important milestone in the company's strategic initiatives within the finance sector.

Board Approval Details

The company's board has formally approved the arrangement plan, which represents a structured corporate reorganization initiative. This approval demonstrates the board's commitment to executing strategic corporate actions that align with the company's operational objectives.

Entities Involved in the Scheme

The arrangement plan encompasses two primary entities:

The inclusion of both Sammaan Capital and Sammaan Finserve in the scheme indicates a comprehensive approach to the corporate arrangement, potentially involving multiple business verticals or operational segments.

Corporate Significance

This board approval represents a formal step in the company's corporate governance process. Arrangement plans typically involve strategic restructuring, merger activities, or operational consolidation efforts designed to enhance business efficiency and market positioning.

The announcement reflects the company's proactive approach to corporate planning and strategic decision-making within the competitive finance sector landscape. Such arrangements often require detailed regulatory compliance and stakeholder coordination to ensure successful implementation.

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.