New Delhi, February 14, 2026 – Religare Enterprises Limited (BSE: 532915 | NSE: RELIGARE) has approved a strategic demerger of its financial services undertaking into its wholly owned subsidiary Religare Finvest Limited (RFL), with shareholders set to receive equity shares in the resulting entity on a 1:1 basis.
The Board cleared the Scheme of Arrangement at its meeting held on Friday, aiming to segregate the financial services and insurance businesses into two independently listed entities.
Financial Services Undertaking: ₹457.29 Crore Turnover, 6.2% of FY25 Revenue
The demerged undertaking comprises REL’s financial services business, including:- Lending activities
- Broking activities
- Investment activities
- Ancillary and support services
The insurance business, including REL’s investment and shareholding in Care Health Insurance Limited, will remain with REL.
Share Exchange Ratio: 1:1 Equity Allotment
Under the approved scheme:- Shareholders of REL will receive 1 fully paid-up equity share of ₹10 each of RFL for every 1 fully paid-up equity share of ₹10 each held in REL .
- No cash consideration will be paid.
- Upon issuance of new shares to REL shareholders, REL’s existing shareholding in RFL will stand cancelled and extinguished .
Shareholding Impact Post-Demerger
| Particulars | Pre-Scheme | Post-Scheme |
|---|---|---|
| REL Shareholding Pattern | Existing structure | No change |
| RFL Shareholding | 100% held by REL | Mirrors REL’s shareholding on record date |
| Consideration | Not applicable | 1:1 equity allotment |
| Cash Component | Not applicable | Nil |
Capital Structure Adjustment in RFL
The scheme also provides for:- Reduction and cancellation of the entire pre-scheme share capital of RFL
- Fresh issuance of equity shares to REL shareholders in accordance with the approved swap ratio
Scheme Action Details
| Item | Details |
|---|---|
| Demerger Basis | Going concern transfer |
| Share Exchange Ratio | 1:1 (₹10 face value each) |
| Cash Consideration | None |
| Listing Plan | RFL to be listed on BSE and NSE |
| Target Completion | Q1 FY28 |
Strategic Rationale: Unlocking Value Through Focused Platforms
The demerger is structured to create two focused, sector-specific entities. According to the company, the move is expected to:- Enable dedicated strategic direction aligned to industry-specific risks and growth trajectories
- Attract differentiated investor and lender profiles
- Enhance governance and compliance frameworks tailored to each vertical
- Improve risk management and monitoring
- Unlock shareholder value
Listing Roadmap and Operational Continuity
Post-demerger:- RFL will seek listing on both BSE and NSE
- RFL’s shareholding will mirror REL’s equity structure as on the record date
- The company aims to complete the process and list RFL in Q1 of FY28
The Board meeting commenced at 7:30 p.m. IST and concluded at 7:54 p.m. IST .
About Religare Enterprises Limited
Religare Enterprises Limited is a diversified financial services group with presence across three verticals, offering loans to SMEs, affordable housing finance, health insurance, and retail broking through its subsidiaries and operating entities.The group services over 1.1 million clients across more than 1,275 locations in over 400 cities. REL is listed on BSE and NSE in India .
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