Avenir’s Sammaan Capital voting stake rises to 33.32% after conversion

Avenir Investment RSC Ltd (Avenir) raised its voting-share holding in Sammaan Capital Limited (Sammaan Capital) to 33.32% on October 30, 2026 by converting 8,68,92,966 Tranche I warrants into equity shares. The allotment increased Avenir’s voting-share count to 41,69,34,187 and expanded Sammaan Capital’s equity share capital to 1,25,14,49,810 shares.

How did Avenir’s voting stake in Sammaan Capital change?

Avenir’s voting stake rose to 33.32% after the allotment from 28.34% before it, while its voting-share count increased by 8,68,92,966 shares to 41,69,34,187. The filing reports the acquisition as 6.94% of the equity share capital before the conversion, which stood at 1,16,45,56,844 shares.

The percentage comparison uses different issued-share denominators because Sammaan Capital issued new shares through the conversion. Avenir held 33,00,41,221 voting shares before October 30, 2026, while the post-allotment 33.32% stake is measured against 1,25,14,49,810 equity shares.

Avenir’s combined number of voting shares and warrants was unchanged at 63,67,31,756 instruments, despite the rise in issued shares. Its combined percentage against issued equity capital declined to 50.88% from 54.68%, while its fully diluted percentage remained 41.24% before and after the conversion.

What did Avenir convert on October 30, 2026?

Avenir converted all 8,68,92,966 Tranche I warrants into the same number of fully paid-up Sammaan Capital equity shares on October 30, 2026. The disclosed mode was allotment of equity shares following the exercise and conversion of the Tranche I warrants.

The warrants came from a preferential issue on March 31, 2026, following a share subscription agreement dated October 2, 2025. Under that issue, Avenir received 33,00,00,111 fully paid-up equity shares, 8,68,92,966 Tranche I warrants and 21,97,97,569 Tranche II warrants.

Each warrant carried the right to subscribe to one fully paid-up equity share, according to the disclosure. The October 30 allotment completed conversion of the Tranche I block, but did not convert the Tranche II block of 21,97,97,569 warrants.

Avenir identifies itself as Sammaan Capital’s promoter in its November 3, 2026 disclosure under Regulation 29(2) of the Securities and Exchange Board of India Substantial Acquisition of Shares and Takeovers Regulations, 2011. The filing says the Tranche I exercise formed part of the underlying transaction that triggered Avenir’s mandatory open offer to public shareholders.

How much did Sammaan Capital’s equity share capital increase?

Sammaan Capital’s equity share capital increased by 8,68,92,966 shares, from 1,16,45,56,844 shares before the conversion to 1,25,14,49,810 shares after it. The post-conversion total expressly includes the shares allotted to Avenir upon exercise of the Tranche I warrants.

The pre-conversion equity capital was based on Sammaan Capital’s shareholding pattern publicly disclosed as of September 30, 2026. The 8,68,92,966-share increase exactly matches the number of Tranche I warrants exercised on October 30, 2026.

The disclosed fully diluted share and voting capital was 1,54,39,80,538 shares. This measure includes the 21,97,97,569 outstanding warrants held by Avenir and 7,27,33,159 outstanding employee stock options, so it is different from the issued equity capital used for the 33.32% voting-stake calculation.

Why did Avenir’s combined percentage decline after conversion?

Avenir’s combined issued-shares-and-warrants percentage fell to 50.88% from 54.68% because its 63,67,31,756 total instruments were measured against a larger issued equity base after the allotment. The conversion increased Sammaan Capital’s issued equity share capital by 8,68,92,966 shares without increasing Avenir’s combined shares-and-warrants count.

The filing separates current voting shares from unconverted warrants. After the transaction, Avenir’s 41,69,34,187 voting shares represented 33.32% of issued equity capital, while its remaining 21,97,97,569 warrants represented 17.56% against that same post-allotment equity base.

Avenir’s aggregate fully diluted holding remained 41.24% because the Tranche I instruments shifted from the warrant category to issued shares. On that fully diluted basis after conversion, its voting shares represented 27.00% and its remaining warrants represented 14.24%.

What remains outstanding after Avenir’s Tranche I conversion?

Avenir retained 21,97,97,569 Tranche II warrants after the October 30, 2026 allotment, equal to 17.56% of Sammaan Capital’s post-allotment equity capital. The disclosure states that each warrant carries a right to subscribe to one fully paid-up equity share.

The filing does not disclose an exercise date, exercise timetable or payment terms for the Tranche II warrants. It therefore records the Tranche II block as an outstanding convertible instrument rather than additional issued voting shares as of November 3, 2026.

Sammaan Capital also had 7,27,33,159 outstanding employee stock options in the capital structure used for the 1,54,39,80,538-share fully diluted calculation. The disclosure does not state a date when those options may be exercised or when further shares could be issued from that category.

Conclusion

The October 30, 2026 conversion moved 8,68,92,966 Avenir instruments from potential equity into issued Sammaan Capital shares. That raised Avenir’s current voting stake from 28.34% to 33.32% and increased Sammaan Capital’s issued equity share capital from 1,16,45,56,844 to 1,25,14,49,810 shares.

The next disclosed matter to watch is Avenir’s 21,97,97,569 unconverted Tranche II warrants, which represented 17.56% of post-allotment equity capital and 14.24% on the fully diluted measure. The filing gives no exercise schedule for that block, while also identifying 7,27,33,159 outstanding employee stock options in the diluted share count.