Religare Enterprises Promoters Acquire 83.33 Lakh Shares Through Open Market Purchases

Religare Enterprises Limited's promoter group has strengthened its stake in the company through a significant open market acquisition. The promoters and persons acting in concert (PAC) acquired 83.33 lakh equity shares between March 18-27, 2026, as disclosed in their regulatory filing under SEBI takeover regulations.

Acquisition Details

The share acquisition was executed by two entities from the promoter group:

Acquirer Shares Acquired Percentage of Total Capital Percentage of Diluted Capital Mrs. Shivani Burman 13.27 lakh 0.40% 0.33% Gyan Enterprises Private Limited 70.06 lakh 2.11% 1.77% Total Acquisition 83.33 lakh 2.51% 2.10%

The acquisition represents 2.11% of the company's total share capital and 1.77% of the diluted share capital, demonstrating the promoters' confidence in the company's prospects.

Promoter Group Holdings

The promoter group consists of multiple entities with varying shareholdings. Prior to this acquisition, the combined promoter and PAC holding stood at 30.84% of diluted share capital.

Current Shareholding Pattern

Entity Equity Shares Warrants/Convertibles Combined Diluted Holding M.B. Finmart Pvt. Ltd. 1.88 crore (5.64%) 92.91 lakh 7.08% Puran Associates Pvt Ltd 3.55 crore (10.66%) 74.82 lakh 10.83% VIC Enterprises Pvt Ltd 2.58 crore (7.74%) 56.74 lakh 7.92% Milky Investment & Trading 1.00 crore (3.01%) 74.82 lakh 4.41% Mrs. Shivani Burman 94.00 lakh (2.82%) Nil 2.37% Gyan Enterprises Pvt Ltd 13.27 lakh (0.40%) Nil 0.33%

Capital Structure Overview

Religare Enterprises maintains a substantial capital base with multiple components:

Parameter Details Total Equity Share Capital 33.29 crore shares Diluted Share Capital 39.68 crore shares Outstanding Convertible Warrants 6.18 crore Outstanding ESOPs 20.63 lakh Recent ESOP Allotment 1.50 lakh shares (February 02, 2026)

Post-Acquisition Impact

Following the completion of this acquisition, the total promoter and PAC holding has increased to 32.94% of the diluted share capital from 30.84%. This represents an increase of 2.10 percentage points in their combined stake. The acquisition demonstrates the promoter group's commitment to maintaining and strengthening their control in the company.

The transaction was completed through open market purchases over a 10-day period, indicating a systematic approach to the stake building exercise. All regulatory disclosures have been filed with BSE Limited and National Stock Exchange of India Limited in compliance with SEBI takeover regulations.

Religare Enterprises ' material subsidiary Care Health Insurance Limited (CHIL) has received income tax demand orders totaling Rs 140.20 crores from tax authorities for assessment years 2023-24 and 2024-25. The orders, dated March 17, 2026, were issued by the Office of the Assistant Commissioner of Income-Tax, Central Circle 6(2) Mumbai under Sections 147 and 143(3) of the Income-tax Act, 1961.

Tax Demand Details

Parameter: Details Total Demand: Rs 140.20 crores (including interest) Assessment Years: 2023-24 and 2024-25 Issuing Authority: Assistant Commissioner of Income-Tax, Central Circle 6(2) Mumbai Order Date: March 17, 2026 Expected Rectified Demand: Rs 96 crores

CHIL disputes the tax computation by the authority and considers the demand and applicable interest to be incorrectly calculated. The company is preparing to file a rectification application before the authority and expects the rectified tax demand, including interest, to be approximately Rs 96 crores after the rectification order is passed.

Primary Adjustments and Disallowances

The assessing officer made several additions to CHIL's total taxable income through various adjustments:

Claims Provisions: Disallowance of provision of Claims Incurred But Not Reported (IBNR) and Claims Incurred But Not Enough Reported (IBNER)

Outstanding Claims: Disallowance of provision of unsettled claims outstanding

TDS Compliance: Disallowance under Section 40(a)(ia) for non-deduction of TDS on certain expenses

Business Expenses: Disallowance of marketing and advertisement expenses as inadmissible under Section 37(1)

According to CHIL, issues related to IBNR and IBNER provisions have been previously adjudicated in the company's favor by various judicial forums, including Delhi High Court, Income Tax Appellate Tribunal Delhi, and Commissioner of Income Tax (Appeals). These disallowances primarily relate to industry-wide issues affecting insurance companies.

Company's Response Strategy

CHIL has outlined a two-pronged approach to address the tax demand:

Rectification Application: Filing an application before the authority seeking rectification of the incorrectly computed tax demand and applicable interest

Appeal Process: Filing an appeal against the assessment orders before an appropriate forum within prescribed timelines, based on advice from tax consultants

The income tax demand, if required to be paid, would be payable by CHIL. However, the company's financials are consolidated with Religare Enterprises Limited, meaning any financial impact would reflect in the parent company's consolidated accounts. The regulatory disclosure was made under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as CHIL is a material subsidiary of the listed entity.

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