Avenir Investment RSC Ltd has acquired a substantial 28.4% voting stake in Sammaan Capital Limited through preferential allotment of 33,00,00,111 equity shares and 30,66,90,535 warrants executed on March 31, 2026. The total holding represents 43.4% of the company's share capital, with securities currently held in escrow pending mandatory open offer completion. Upon completion, Avenir Investment will be classified as a promoter, significantly altering Sammaan Capital's ownership structure.

Avenir Investment RSC Ltd Acquires Substantial 28.4% Stake in Sammaan Capital Limited Through Preferential Allotment

Sammaan Capital has witnessed a major corporate development with Avenir Investment RSC Ltd completing a substantial acquisition through preferential allotment. The transaction, executed on March 31, 2026, represents one of the significant stake acquisitions in the company, positioning Avenir Investment as a major stakeholder with substantial voting rights and potential ownership expansion through warrants.

Transaction Overview

The preferential allotment was structured under a comprehensive share subscription agreement dated October 02, 2025, between Avenir Investment RSC Ltd (the acquirer) and Sammaan Capital Limited. The transaction involved the issuance and allotment of multiple categories of securities, demonstrating a strategic investment approach by the acquirer.

Security Type: Quantity Allotted Percentage of Voting Capital Percentage of Diluted Capital Equity Shares: 33,00,00,111 28.4% 21.4% Tranche I Warrants: 8,68,92,966 - - Tranche II Warrants: 21,97,97,569 - - Total Warrants: 30,66,90,535 20.9% 19.9% Combined Holdings: 63,66,90,646 43.4% 41.2%

Shareholding Structure and Impact

Prior to this acquisition, Avenir Investment RSC Ltd held no shares or voting rights in Sammaan Capital Limited. The transaction has significantly altered the company's shareholding pattern, with the acquirer now holding substantial voting rights and potential for further expansion through warrant conversion.

The company's equity share capital structure shows 116,16,83,871 shares after the acquisition, while the total diluted share capital, including convertible securities, stands at 154,39,80,538 shares. Each warrant acquired carries the right to subscribe to one fully paid-up equity share of the target company.

Regulatory Compliance and Structure

Parameter: Details Acquirer: Avenir Investment RSC Ltd Person Acting in Concert: IHC Capital Holding LLC Current Promoter Status: Not a promoter/member of promoter group PAN: AAYCA9240R Authorized Signatory: Mr. Syed Basar Shueb Syed Shueb Location: Abu Dhabi, United Arab Emirates

The acquisition has been conducted in full compliance with SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. Under Regulation 22(2A), the acquirer will not exercise voting rights related to the allotted equity shares and warrants until completion of the mandatory open offer. The securities are currently held in a separate share escrow account as required under SEBI regulations.

Warrant Terms and Conversion Rights

The warrant structure includes specific payment and conversion terms that provide flexibility for the acquirer. An amount equivalent to 25% of the warrant price was paid at the time of subscription and allotment, with the remaining 75% payable upon exercise of conversion rights. The paid amount will be adjusted against the issue price for resultant equity shares, ensuring efficient capital deployment.

Future Implications

Upon completion of the preferential allotment and the mandatory open offer, Avenir Investment will hold substantial shareholding and voting rights in Sammaan Capital Limited. The acquirer will be classified as a 'Promoter' in accordance with applicable laws, marking a significant change in the company's ownership structure and governance framework. The securities held in escrow will be transferred to the acquirer's demat account following successful completion of the open offer process.

BlackRock Inc has submitted a mandatory disclosure to the Bombay Stock Exchange regarding a decrease in its shareholding percentage in Sammaan Capital Ltd, as required under SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. The disclosure was filed on April 3, 2026, by Eric Andruczyk, Director at BlackRock.

Shareholding Change Details

The regulatory filing reveals that BlackRock's shareholding in Sammaan Capital Ltd decreased from 7.76% to 5.53%, representing a reduction of 2.23 percentage points. This change was triggered by an allotment of equity shares by Sammaan Capital Ltd on April 1, 2026.

Parameter Before Change After Change Shares Held 63,374,844 63,374,844 Shareholding Percentage 7.76% 5.53% Total Share Capital 815,813,760 shares 1,145,813,871 shares

Impact of Equity Allotment

The decrease in BlackRock's percentage shareholding occurred despite maintaining the same absolute number of shares. The dilution resulted from Sammaan Capital Ltd's equity allotment, which increased the company's total share capital from 815,813,760 shares to 1,145,813,871 shares, representing an addition of 330,000,111 new shares.

Regulatory Compliance

BlackRock filed this disclosure as its aggregate holdings decreased by 2% from the previous disclosure, meeting the threshold requirement under Regulation 29(2). The filing confirms that BlackRock acts on behalf of discretionary management clients and does not belong to the promoter or promoter group of Sammaan Capital Ltd.

Share Structure Analysis

Category Number of Shares Percentage Voting Rights Shares 63,374,844 5.53% Encumbered Shares - 0% Other Voting Rights - 0% Convertible Securities - 0% Total Holdings 63,374,844 5.53%

The disclosure indicates that BlackRock's entire holding consists of shares carrying voting rights, with no encumbrances, warrants, or convertible securities. Sammaan Capital Ltd is listed on both the Bombay Stock Exchange Limited and the National Stock Exchange of India Limited, ensuring broad market accessibility for the company's shares.

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