Sammaan Capital EGM 2026: NBFC Demerger Voting Dates

What Sammaan Capital is asking shareholders to approve

Sammaan Capital Limited (SCL) has called an Extraordinary General Meeting (EGM) on September 10, 2026 to seek approval for a scheme of arrangement with Sammaan Finserve Limited (SFL). The proposal involves demerging SFL’s NBFC business into SCL on a going concern basis. The meeting will be held at 11:30 AM IST through Video Conferencing and Other Audio-Visual Means (VC/OAVM), with no physical attendance.

SCL notified equity shareholders about the EGM through newspaper advertisements published on August 8, 2026. The ads appeared in Financial Express (English) and Jansatta (Hindi), and are aimed at informing shareholders about the meeting and how to participate.

The scheme positions SCL as the “Resulting Company” and SFL as the “Demerged Company.” The focus is on consolidating the group’s NBFC operations into SCL and aligning the structure with regulatory requirements.

Key EGM dates, voting window, and eligibility

Shareholders can vote on the resolution through remote e-voting. Eligibility is based on shareholding as of the voting cut-off date of September 2, 2026. Remote e-voting will be provided by KFin Technologies Limited (KFintech).

The company has specified that the e-voting window opens on September 6, 2026 at 9:00 AM IST and closes on September 9, 2026 at 5:00 PM IST. The EGM itself is scheduled for September 10, 2026.

Physical attendance has been dispensed with for the meeting, and proxy appointments are not permitted. The structure is designed for electronic participation, consistent with the meeting being conducted via VC/OAVM.

Why the demerger is being pursued: RBI direction linked to SCL’s CoR

A central driver of the restructuring is an RBI direction referenced in the notice. When SCL received its Certificate of Registration (CoR) on June 28, 2024, the RBI stipulated that no other group entity should hold a CoR as an NBFC-ICC or a Housing Finance Company.

By transferring SFL’s NBFC business into SCL, the group aims to ensure compliance with that direction. The consolidation also brings the group’s NBFC operations under one listed entity, which is the company’s stated objective behind the proposed arrangement.

The scheme is framed as a transfer of business and associated items, not as a capital-raising exercise. The proposal, as described, is intended to reorganise group operations while maintaining continuity.

What moves from SFL to SCL under the scheme

The scheme includes the transfer of all properties and liabilities of the demerged undertaking from SFL to SCL on the Appointed Date. While the text references an “Appointed Date,” it does not specify the calendar date in the provided details.

SCL has also outlined accounting and balance sheet related adjustments. The scheme provides for adjustment of net debit balances in capital reserve and retained earnings against SCL’s Securities Premium Account.

The demerger is structured within the legal mechanism of a scheme of arrangement between the two entities and their respective shareholders and creditors.

No fresh equity issuance, since SFL is wholly owned

One of the key terms is that SCL will not issue fresh equity shares for the transfer. This is because SFL is a wholly-owned subsidiary, and the arrangement does not require equity consideration through share issuance.

Separately, the board of SCL had earlier considered and approved the scheme at a board meeting held on December 31, 2025. The company also stated there is no cash consideration payable under the scheme.

For investors tracking dilution risk or changes in share count, the stated structure is relevant because it explicitly rules out fresh equity issuance linked to the demerger.

Treatment of listed NCDs: vesting into SCL on identical terms

The scheme also covers the treatment of SFL’s listed Non-Convertible Debentures (NCDs). According to the details provided, these NCDs will vest in SCL on identical terms.

The company has stated that key terms remain unchanged, including coupon rate, tenure, and the nature of security. It has also indicated that this vesting does not require an exit offer to NCD holders.

This element matters for debt investors because it clarifies continuity of contractual terms even as the obligor shifts from SFL to SCL under the scheme.

NCLT’s June 12 order and the July 10 clarification

The National Company Law Tribunal (NCLT), New Delhi Bench, passed an order dated June 12, 2026 allowing SCL’s first motion application for the scheme. The order dispensed with meetings of the equity shareholders of the Demerged Company (SFL) and the secured and unsecured creditors of both SCL and SFL.

However, it directed that a meeting of the equity shareholders of the Resulting Company (SCL) be convened for approving the scheme, to be conducted via VC/OAVM.

Subsequently, the NCLT issued a clarification order on July 10, 2026, modifying aspects of the June 12 order. The clarification was uploaded on July 13, 2026. Among other changes, it explicitly allowed remote e-voting for shareholders and updated notice delivery and advertisement responsibility.

How notices and advertisements are to be handled

As per the modified directions, notices must be sent at least 30 days prior to the meeting through email (where registered), registered post, speed post, or courier. If a shareholder’s email or address is unavailable, the notice can be accessed from the websites of Sammaan Capital Limited, BSE Limited, and the National Stock Exchange of India Limited.

The clarification also shifted responsibility for publishing advertisements to the Resulting Company. It specified that the advertisement must be published in Financial Express (English Edition, Delhi) and Jansatta (Hindi Edition, Delhi) at least 30 clear days before the meeting.

The advertisement is also expected to state that copies of the scheme and the explanatory statement will be available free of charge at the registered offices of the applicant companies.

Snapshot: EGM logistics and key roles

Scheme terms at a glance

Other shareholder vote in focus: director appointment postal ballot

Separately, SCL has initiated a postal ballot process to seek shareholder approval for appointing Mr. Alwyn Dinesh Crasta as a Non-Executive Non-Independent Director for a five-year term. Remote e-voting for this postal ballot opened on July 12, 2026 and is scheduled to close on August 10, 2026.

The company stated that voting is available to members whose names appear in the Register of Members or the Register of Beneficial Owners as of the cut-off date of Friday, July 3, 2026. Voting is set to run from 9:00 AM IST on July 12, 2026 to 5:00 PM IST on August 10, 2026.

Results for the postal ballot were expected on or before 5:00 PM IST on Wednesday, August 12, 2026.

Market context: what investors can objectively track

From a market monitoring perspective, the near-term focus is on process milestones: completion of the shareholder vote at the September 10, 2026 EGM and subsequent steps in the scheme process. The material points disclosed so far relate to compliance rationale, meeting mechanics, and treatment of securities.

The provided information also references the current price of Sammaan Capital Ltd at ₹163.17. Beyond that, no stock movement around the announcements is stated in the details, so investors are primarily left tracking the regulatory and shareholder approval timeline.

Why the restructuring matters

The scheme is explicitly linked to an RBI direction attached to SCL’s CoR granted on June 28, 2024. By proposing the transfer of SFL’s NBFC business into SCL, the group is aligning its structure so that group-level NBFC licensing is consistent with the stated RBI condition.

The scheme also sets out specific investor-relevant protections and mechanics, including no fresh equity issuance due to SFL being wholly owned and vesting of listed NCDs into SCL on unchanged terms. Together, these terms shape how equity and debt holders may experience the transition operationally.

Conclusion

Sammaan Capital’s September 10, 2026 EGM is the key shareholder event for approving the demerger of Sammaan Finserve’s NBFC business into SCL, with remote e-voting open from September 6 to September 9, 2026. The process follows NCLT directions issued on June 12, 2026 and clarified on July 10, 2026, including updated notice delivery and advertisement requirements. The next confirmed milestone is the conclusion of voting and the EGM outcome, after which further scheme steps can proceed as per applicable approvals and filings.