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The Competition Commission of India approves the acquisition of up to 74.44% share capital of Sammaan Capital Limited by Avenir Investment RSC Ltd. The acquisition occurs through a preferential issue, warrants, and an open offer. The transaction presents horizontal overlaps in loan services and a potential vertical linkage between upstream lending and downstream loan distribution. The Commission concludes that the combination is not likely to cause an appreciable adverse effect on competition in India due to insignificant combined market shares and the presence of numerous credible competitors. The approval is subject to the condition that the provided information remains correct.
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COMPETITION COMMISSION OF INDIA
Combination Registration No. C-2025/10/1340
09th December 2025
Notice under Section 6(2) of the Competition Act, 2002 given by Avenir Investment RSC Ltd.
CORAM:
Ms. Ravneet Kaur Chairperson
Mr. Anil Agrawal Member
Ms. Sweta Kakkad Member
Mr. Deepak Anurag Member
Order under Section 31(1) of the Competition Act, 2002
On 27th October 2025, the Competition Commission of India (Commission) received a notice (Notice) under sub-section (2) of Section 6 of the Competition Act, 2002 (Act) given by Avenir Investment RSC Ltd. (Avenir/Acquirer).
The Notice was filed pursuant to the Share Subscription Agreement dated 2nd October 2025, executed between the Acquirer and Sammaan Capital Limited (SCL/Target) [hereinafter, the Acquirer and the Target are collectively referred to as ‘Parties’].
The Proposed Combination envisages acquisition of share capital of Target up to 74.44% by the Acquirer inter alia through the preferential issue, warrants, including an open offer for 26% of the share capital of Target in terms of Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.
In terms of Regulation 14 of the Competition Commission of India (Combinations) Regulations, 2024, vide letter dated 10th November 2025, certain information and clarifications were sought from the Acquirer. The Acquirer submitted the partial response dated 18th November 2025 followed by another response dated 21st November 2025.
The Acquirer is a Restricted Scope Company incorporated for the purpose of the Proposed Combination. The sole shareholder of the Acquirer is Judan Financial Holding RSC Ltd. (formerly known as International Financial Assets Holding RSC Ltd.), which is ultimately held by International Holding Company PJSC (IHC) which is an investment company incorporated in Abu Dhabi. IHC, as per Abu Dhabi Securities Exchange, is majorly owned by Royal Group Holdings LLC, an Abu Dhabi-based company. The Acquirer does not have any business activities in India.
The Target, a public listed company, is the holding company of the Sammaan Capital Group. Target is registered with RBI as a non-deposit taking non-banking financial company – investment and credit company which provides services such as retail loans to individuals for construction, purchase, or renovation of residential or commercial property; wholesale loans to corporates for construction of residential or commercial projects; loans to individuals, medium, small, and micro enterprises (MSMEs), and corporates for business purposes; lease rental discounting facilities; as well as investments, financing, asset management services, distribution of insurance products and such other lending or allied financial activities.
It is submitted that the Acquirer and the Target (through their affiliates) are inter alia engaged in broad segment of provision of loans viz., retail loans, loans against property, and MSME loans in India. Thus, the Parties exhibit horizontal overlaps in the broad market for the provision of loans and lending services in India as well as the narrow segments of provision of retail loans in India and its sub-segments i.e., (a) Provision of loans against Property (LAP) and (b) Provision of MSME loans in India.
The Parties also exhibit potential vertical linkage considering that the Target and its affiliates are present in provision of loans and lending services in India (Upstream Market) and the Acquirer and its affiliates are present in distribution of loans in India (Downstream Market).
The Commission decided to leave the delineation of the relevant market open, as it was observed that the Proposed Combination is not likely to cause appreciable adverse effect on competition (AAEC) in any of the plausible relevant market(s) in India.
Based on the submission, the Commission noted that the combined market share of the Parties in provision of loans and lending services in India and its segments/sub-segments is in the range of [0-5]% only. Further, each of the above-mentioned market segments is characterized by the presence of large number of credible players such as SBI, Axis Bank, HDFC, and Punjab National Bank.
With regard to vertical linkage, the Commission observed that the market share of the Target and its affiliates in Upstream Market and the Acquirer and its affiliates in Downstream Market is insignificant to cause any foreclosure related competition concern.
Considering the material on record, including the details provided in the Notice and the assessment of the Proposed Combination based on the factors stated in Section 20(4) of the Act, the Commission is of the opinion that the Proposed Combination is not likely to have AAEC in India. Therefore, the Commission approves the Proposed Combination under Section 31(1) of the Act.
This order may be revoked if, at any time, the information provided by the Acquirer is found to be incorrect.
The information provided by the Acquirer shall be treated as confidential in terms of and subject to provisions of Section 57 of the Act.
The Secretary is directed to communicate to the Acquirer accordingly.
