The Board of Directors of Religare Enterprises Limited (REL) has approved a Scheme of Arrangement to demerge its financial services business into Religare Finvest Limited (RFL). REL will retain its stake in Care Health Insurance Limited (CHIL). The transaction aims to unlock shareholder value by creating two independent, focused, and listed entities. The consideration involves a 1:1 share swap, ensuring RFL’s listing on BSE and NSE mirrors REL’s existing pattern.
Strategic Demerger Approved by Board
On February 14, 2026, the Board of Directors of Religare Enterprises Limited (REL), following recommendations from the Audit & Governance Committee and Independent Directors, has approved a significant Scheme of Arrangement. This scheme involves the demerger of the financial services business from REL into Religare Finvest Limited (RFL), which will become the Resulting Company.
Under the Scheme, REL will retain its stake in Care Health Insurance Limited (CHIL), which will continue as the insurance-focused entity. The entire financial services segment—comprising lending, broking, investment activities, and ancillary services—will be transferred to RFL on a going concern basis.
Key Objectives of the Separation
The primary objective of this demerger is to simplify the corporate structure and unlock inherent value through specialization. Four key objectives were highlighted:
- Streamlining businesses: Creating independent, focused entities capable of attracting sector-specific investor profiles.
- Listing financial services business: Ensuring a separate listing for RFL to pursue distinct growth opportunities.
- Focused management attention: Enabling tailored employee performance mapping and resource attraction for each sector.
- Risk management and compliance: Implementing internal frameworks optimized for the specific risks of each resulting business.
Financial Context and Rationale
The financial services business being demerged contributed a turnover of INR 457.29 Crores for the year ended March 31, 2025. On a consolidated basis, this represented 6.2% of the Company’s total consolidated turnover for that fiscal year.
The rationale centers on the distinct nature of the businesses, which require differentiated strategies, targeted capital, and specialized stakeholders. Creating a separate publicly listed entity for the demerged businesses is expected to attract different sets of investors, strategic partners, and lenders, ultimately creating sustainable value for shareholders.
Share Exchange and Listing Details
The consideration for the demerger will be discharged entirely by issuing equity shares:
- Share Exchange Ratio: 1 fully paid-up equity share of INR 10/- of the Resulting Company (RFL) for every 1 equity share of INR 10/- of the Demerged Company (REL).
- Shareholding Pattern: Post-demerger, RFL’s shareholding pattern will mirror REL’s pre-demerger pattern, as REL will hold the shares issued to its shareholders. There is no change in REL’s shareholding pattern pursuant to the Scheme.
- Cash Consideration: No cash consideration is payable under the Scheme.
The Resulting Company (RFL) will seek listing on both the BSE and NSE. The Board anticipates completing the process and listing RFL in Q1 of FY28, ensuring no interruption to ongoing business operations during the implementation phase, which requires approval from the NCLT and other regulatory bodies.
Source: BSE
