Spandana Sphoorty Financial Ltd

Key details

• Board decision Aug 5, 2026 to levy First and Final Call of ₹115 per partly paid-up share.
• Record date fixed as Aug 19, 2026 for determining eligible holders.
• First and Final Call payable between Sep 9 and Sep 23, 2026.
• Amount due: ₹115 per partly paid-up share (₹5 face value, ₹110 premium).
• Trading in partly paid-up shares suspended from Aug 19, 2026 until completion.
• Eligible shareholders paying will receive fully paid-up shares under ISIN INE572J01011 after regulatory actions.
• Interest at 10% per annum applies for late payment.
• Partial payment may lead to conversion of some shares; rest may be forfeited.
• Conversion to fully paid-up shares expected within two weeks after last payment.
• ISIN IN9572J01019 suspended; new ISIN INE572J01011 credited upon completion.

AGM details

• AGM held on Aug 18, 2026 at 11:30 IST via VC/OAVM.

Ordinary resolutions

• Adoption of Audited Standalone Financial Statements — Passed.
• Adoption of Audited Consolidated Financial Statements — Passed.
• Re-appointment of Sunish Sharma as Non-Executive Nominee Director — Passed.
• Re-appointment of Saakshi Gera as Non-Executive Nominee Director — Passed.

Special resolutions

• NCD issue on private placement approved; size up to ₹4,000 crore.
• Tenure and coupon to be determined by the Board.

Other material approvals

• Renewal of limit under section 42 approved for one year.

Directors

• Sunish Sharma re-appointed as Non-Executive Nominee Director (retiring by rotation).
• Saakshi Gera re-appointed as Non-Executive Nominee Director (retiring by rotation).

AGM details

• Date and mode: 18 Aug 2026, 11:30 AM IST, via Video Conferencing.
• End time: 12:34 PM.
• Record date: 11 Aug 2026.
• Postal ballot last date: 18 Aug 2026.
• Shareholders on record: 1,21,981.

Key resolutions

• Resolution 1: Adopt audited standalone financials — Ordinary; passed.
• Resolution 2: Adopt audited consolidated financials — Ordinary; passed.
• Resolution 3: Appoint Sunish Sharma — Ordinary; passed.
• Resolution 4: Appoint Saakshi Gera — Ordinary; passed.
• Resolution 5: NCDs on private placement — Special; passed.

Voting results

• R1: Polled 4,30,06,067; in favour 4,30,06,041; against 26; abstentions 16,233.
• R2: Polled 4,30,06,067; in favour 4,30,06,041; against 26; abstentions 16,233.
• R3: Polled 4,30,21,818; in favour 4,28,19,051; against 2,02,767; abstentions 483.
• R4: Polled 4,30,21,818; in favour 3,96,08,691; against 34,13,127; abstentions 483.
• R5: Polled 4,30,21,964; in favour 4,30,21,933; against 31; abstentions 336.

Director changes

• Sunish Sharma re-appointed (rotating).
• Saakshi Gera re-appointed (rotating).

AGM Details

• Date/time: 18 Aug 2026, 11:30 IST; VC/OAVM mode.
• Remote e-voting: Aug 14–17; cutoff: Aug 11.
• Insta Poll available for uncast votes at AGM.
• Meeting concluded at 12:34 p.m.
• Scrutinizer appointed for e-voting.

Ordinary Business

• Adoption of audited standalone financial statements.
• Adoption of audited consolidated financial statements.
• Reappointment of Sunish Sharma (retiring by rotation).
• Reappointment of Saakshi Gera (retiring by rotation).

Special Business

• Issue of Non-Convertible Debentures on private placement basis.

Director changes

• Resignation of Neeraj Swaroop as Non-Executive Nominee Director effective August 13, 2026.
• Appointment of Neeraj Swaroop as Independent Director from Aug 14, 2026 to Aug 13, 2029, pending shareholders' approval.

Amalgamation of CFL with SSFL

• Board approved the scheme of amalgamation of Criss Financial Limited with SSFL.
• Scheme subject to NCLT Hyderabad sanction and shareholder/creditor approvals; RBI as applicable.
• No cash consideration; CFL is a wholly owned subsidiary; pre- and post-amalgamation shareholding unchanged.
• Draft Scheme to be hosted on the company's website after intimating stock exchanges.
• Rationale includes cost synergies, improved risk-adjusted yield, and simplified governance.

Regulatory approvals

• Scheme requires NCLT sanction and approvals from shareholders and creditors, plus RBI approvals.

Financial Performance

• AUM rose 11% QoQ to INR 4,887 crores.
• New book originations under SRO guidelines at 91%.
• GNPA 3.6%, consolidated NPA 0.68%, provisioning on NPAs over 80%.
• Yield rose to 24.6%; NIM at 12.5%.
• PAT for Q1 at INR 12 crores, up from INR 5 crores.
• PPOP excluding recoveries was INR 16 crores; with recoveries INR 40 crores.
• Borrowings in Q1 totaled INR 1,597 crores; incremental cost 11.3%, down 120 bps.
• Liquidity at INR 1,316 crores as of June end.
• CGS sanctions around INR 545 crores; more in pipeline.
• Bank share rose to 47% of borrowings.

Operating Update

• Top states contribute about 60% of share: MP, Bihar, Andhra, Telangana, Odisha, West Bengal.
• Tamil Nadu share ~INR16 crores; Maharashtra ~INR288 crores.
• Pilot of individual loan product in 8 MP branches; 8–10 staff; 3-month pilot.
• Revival plan: 100 branches flagged for revival; 1,250 branches to remain.
• El Nino risk: wait-and-watch with adequate controls.
• Rights issue money of INR 200 crores expected this quarter: promoter 100 crores, others 100 crores.
• New Chief Business Officer for South; state heads for North/South/East/West.
• Branch expansion in Maharashtra and Tamil Nadu planned.
• 90-plus recovery target INR 150–200 crores this year from pool around INR 2,500 crores.
• Collection efficiency target 99.5% in 1 to 90 and 90-plus.

Liquidity and Funding

• Cost of borrowings incremental 11.3%, down from 12% last quarter.
• Overall borrowing cost 12.8%, down from 13.2%.
• Bank share of borrowings up to 47%.

Guidance and Outlook

• FY27 gross credit cost target 2.5–3%; net around 2% due to recoveries.
• ROA target 3.5% by FY28 in BAU; current ROA about 1%.
• Disbursements target for the year INR 6,000–6,500 crores.
• AUM target ~INR 6,000+ crores this year; ~INR 10,000 crores by March 2028.
• Yield on new disbursements around 25.25%; currently near that level.
• LOS platform to be in UAT by end of this quarter; migration Oct–Dec.

Q&A Highlights

• Q: Credit cost target maintained at 2.5–3% for FY27; Q1 was 2.1%.
• A: ROA target 3.5% by FY28; current ROA 1%.
• Q: Disbursement target this year; guidance INR 6,000–6,500 crores.
• A: Exit ~INR 6,000 crores; March 2028 ~INR 10,000 crores AUM.
• Q: 90-plus recoveries target INR 150–200 crores; pool ~INR 2,500 crores; last 18 months INR 326 crores.