Summary of Key Information:

Nature of Filing / Announcement: Outcome of Board Meeting under Regulation 30 of SEBI Listing Regulations

Date of Board Meeting / Approval: August 14, 2026

Meeting Duration: Commenced at 03:10 p.m. and concluded at 03:40 p.m.

Key Financial Highlights:

Standalone Results: Not Specified

Consolidated Results: Not Specified

Corporate Actions:

Amalgamation Approved: Board approved amalgamation of Criss Financial Limited (wholly-owned subsidiary) with Spandana Sphoorty Financial Limited through a scheme of arrangement under Sections 230-232 of Companies Act, 2013.

Financial Details of Entities (as of March 31, 2026):

  • Spandana Sphoorty Financial Limited: Revenue ₹906.59 crores, Net Worth ₹2193.75 crores
  • Criss Financial Limited: Revenue ₹150.86 crores, Net Worth ₹233.11 crores
  • Combined Entity: Total Revenue ₹1,057.45 crores, Total Net Worth ₹2,426.86 crores

Amalgamation Rationale:

  • Reduce duplicity of costs and resources through common infrastructure, field force, and risk management practices
  • Achieve revenue and cost synergies with diversified mix of secured and unsecured products
  • Improve capital adequacy by pooling resources and removing structural overlaps
  • Enable entry into untapped markets and demographics
  • Simplify group structure and streamline business operations
  • Reduce compliance costs for accounting, auditing, and secretarial procedures
  • Provide growth enablement through scale and brand visibility
  • Diversify revenue lines across multiple products and customer base
  • Reduce overall borrowing costs through secured portfolio funding

Consideration: No cash consideration or share exchange as CFL is wholly-owned subsidiary. All shares held by SSFL in CFL will stand cancelled.

Approvals Required: National Company Law Tribunal (Hyderabad), shareholders, creditors (if directed by NCLT), Reserve Bank of India, and other regulatory/statutory approvals.

Management Changes:

Resignation: Mr. Neeraj Swaroop (DIN: 00061170) resigned as Non-Executive Nominee Director (nominee of Kedaara Capital I Limited) effective August 13, 2026.

Appointment: Mr. Neeraj Swaroop appointed as Additional Director in capacity of Independent Director effective August 14, 2026 to August 13, 2029 (three-year term), subject to shareholders' approval.

Director Profile: Mr. Swaroop has over 40 years experience in FMCG and financial services industry. Previously Regional CEO, South East Asia and Singapore at Standard Chartered. Worked with Pond's India, Hindustan Unilever, Bank of America, and HDFC Bank. Holds Mechanical Engineering degree from IIT-Delhi, PG diploma in Business Administration from IIM-Ahmedabad, and PG diploma in Retail Bank Management from University of Virginia. Currently serves as Director and Chairperson at Avanse Financial Services Limited, HDFC Securities Limited, and SBFC Finance Limited.

Disclosures: Mr. Swaroop is not debarred from holding director office by MCA, SEBI or any statutory authority. No inter-se relationships with other directors of the company.

Business Operations:

Spandana Sphoorty Financial Limited: Registered as non-deposit accepting NBFC with RBI (Registration N-09.00414), classified as NBFC-Micro Finance Institution. Primarily engaged in small value unsecured loans to low-income customers in semi-urban and rural areas.

Criss Financial Limited: Registered with RBI as NBFC-Investment and Credit Company (Registration B-09.00337). Primarily engaged in individual loans, nano enterprise loans, and loans against property.

Other Significant Information:

Draft Scheme Availability: Will be available on company website after intimation to stock exchanges