Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

Sign up Log in

Religare Enterprises Ltd M&A Activity 2025

Jan 24, 2025

61834_rns_2025-01-24_3b2fa00c-7a36-4736-a6f5-cca8b8a8f57c.pdf

M&A Activity

Open in viewer

Opens in your device viewer

==> picture [137 x 32] intentionally omitted <==

January 24, 2025

BSE Limited, National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers, Exchange Plaza, C-1, Block G, Dalal Street, Bandra Kurla Complex, Bandra (E), Mumbai- 400001, India. Mumbai – 400 051, India.

Dear Sir / Madam,

Subject: Open offer for acquisition of up to 9,00,42,541 fully paid-up equity shares of face value of Rs. 10 each (“Equity Share”), representing 26% of the Expanded Voting Share Capital of Religare Enterprises Limited (the “Target Company”), from the Public Shareholders of the Target Company by M.B. Finmart Private Limited (“MFPL” or “Acquirer 1”), Puran Associates Private Limited (“PAPL” or “Acquirer 2”), VIC Enterprises Private Limited (“VIC” or “Acquirer 3”), and Milky Investment & Trading Company (“MITC” or “Acquirer 4”) (hereinafter Acquirer 1, Acquirer 2, Acquirer 3 and Acquirer 4 are collectively referred to as the “Acquirers”) under the Securities andExchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and subsequent amendments thereto (the “Takeover Regulations/ SEBI Takeover Regulations”) (the “Offer” or “Open Offer”).

With respect to the captioned Open Offer, in accordance with Regulation 18(7) of the SEBI (SAST) Regulations, please find enclosed the pre-offer advertisement cum corrigendum dated January 23, 2025 that has been published in the following newspapers on January 24, 2025:

Newspaper **Language ** Editions
Financial Express English National Daily All editions
Jansatta Hindi National Daily All editions
Navshakti Marathi Daily Mumbai edition

Capitalized terms used in this letter but not defined herein shall have the meaning ascribed to them in the Letter of Offer dated January 18, 2025.

Thanking you,

For JM Financial Limited

==> picture [112 x 50] intentionally omitted <==

Name: Nikhil Panjwani Designation: Director

JM Financial Limited

Corporate Identity Number: L67120MH1986PLC038784 Regd. Office: 7th Floor, Cnergy, Appasaheb Marathe Marg, Prabhadevi, Mumbai 400 025. T: + 91 22 6630 3030 F: +91 22 6630 3330 www.jmfl.com

N 18(7) OF THE SECURITIES AND EXCHANGE BOARD OF INDIA
GULATIONS, 2011, AS AMENDED, AND CORRIGENDUM TO THE
NTION OF THE PUBLIC SHAREHOLDERS OF
PRISES LIMITED
43, Nehru Place, New Delhi, Delhi -110019, India.
l:+ 91 11 4472 5676;Fax:Not available;Website:www.religare.com
demat account for the shares offered in the Tendering Period. Upon f nalization of the entitlement, only accepted
quantity of shares shall be debited from the dematerialized account of the shareholders. The lien marked
against unaccepted shares shall be released. The detailed procedure for tendering and settlement of shares
under the revised mechanism is specif ed in Chapter 4 of the SEBI Master Circular.
5.
The Public Shareholders are requested to refer to Section 7 (Procedure for Acceptance and Settlement of
the Open Offer) on page 68 onwards of the LOF in relation to,inter-alia, the procedure for tendering their
Equity Shares in the Open Offer and are also required to adhere to and follow the procedure outlined therein.
A summary of the procedure for tendering Equity Shares in the Offer is as below:
(a)
In case of Equity Shares held in physical form: Public Shareholders holding Equity Shares in physical
form may participate in the Open Offer by approaching their respective Selling Broker along with complete
set of relevant documents in the manner as set out in paragraph 7.18 of Section 7 (Procedure for tendering
Equity Shares held in physical form) on pages 72-74 of the LOF.
(b)
In case of Equity Shares held in dematerialized form: Public Shareholders who are holding Equity
Shares in dematerialized form and who desire to tender their Equity Shares in dematerialized form under the
Open Offer would have to do so through their respective Selling Broker by giving the details of Equity Shares
they intend to tender in the Open Offer in the manner as set out in paragraph 7.17 of Section 7 (Procedure
for tendering Equity Shares held in dematerialised form) on pages 71 and 72 of the LOF.
6.
In accordance with Regulation 16(1) of the SEBI (SAST) Regulations, the Draft Letter of Offer was f led with
SEBI on October 11, 2023. The f nal observations from SEBI were received under Regulation 16(4) of the
SEBI (SAST) Regulations by way of SEBI’s letter dated December 20, 2024 bearing reference number SEBI/
HO/CFD/CFD-RAC-DCR1/P/OW/2024/39361/1 (“SEBI Observation Letter”). SEBI’s observations have been
incorporated in the LOF. This Pre-Offer Advertisement cum Corrigendum also serves as a corrigendum to the
DPS, and as required in terms of the SEBI Letter, ref ects the changes made in the LOF as compared to the
DPS.
7.
Material Updates: The comments specif ed in the SEBI Observation Letter and certain changes (occurring
after the date of the Public Announcement and/or Detailed Public Statement) which may be material have been
incorporated in the LOF and are more particularly disclosed in paragraphs 8-10 below.
8.
Key updates and changes include the following:
Public Shareholders are requested to note the following key changes to the DPS and DLOF as included in the
LOF in relation to the Open Offer:
8.1 Receipt of statutory approvals as detailed in Details regarding the status of statutory and other approvals below.
Please refer Paragraph 6(C) (Statutory and Other Approvals) of LOF on page 65 for further details.
8.2 The following have been included in “Risk Factors” as set out in paragraph B(3) on Page 5 of the Letter of Offer:
“As per the requirements of the Master Direction- Core Investment Companies (Reserve Bank) Directions,
2016, the Acquirers have issued the public notice on December 17, 2024. As on the date of this LOF, the Target
Company has not issued any public notice even though directed by the RBI Approval and despite repeated
follow-ups from the Acquirers. Nevertheless, the Acquirers intend to complete the acquisition of the Equity
Shares.”
8.3 The Letter of Offer has been updated to revise the def nitions of Expanded Voting Share Capital and Purchase
Order Conditions. Please refer to Def nitions section on pages 11 and 13 of the LOF.
8.4 Details of the acquisitions of Equity Shares made by the Acquirers on BSE and NSE on January 31, 2024 in
accordance with Regulation 22(2A) of the SEBI (SAST) Regulations. The Acquirers have also conf rmed that
they have not acquired any Equity Shares at a price exceeding the Offer Price. Please refer to paragraph 2.1.2-
2.1.5 of Section 2 (Details of the Open Offer) on pages 14-16 of the LOF.
8.5 Conf rmation from the Acquirers as regards compliance with Regulation 22(2A) of the SEBI (SAST) Regulations
and the applicable provisions of Chapter V (Regulation 18(6) and 29(2)) of the SEBI (SAST) Regulations with
respect to their holding in the Target Company. Please refer to the notes to paragraph 2.1.2 of Section 2 (Details
of the Open Offer) on page 15 of the LOF.
8.6 Updated shareholding patterns of Acquirer 1 and Acquirer 4. Please refer to paragraphs 3.1.3 -3.1.5 and
paragraphs 3.4.3- 3.4.5 of Section 3 (Background of the Acquirers) on pages 23-24 and 37 of the LOF.
8.7 Conf rmation with respect to Manager to the Offer that there are no directions subsisting or proceedings pending
or penalties levied against the Manager to the Offer under SEBI Act and regulations made thereunder or by any
other regulator. Further, the details of regulatory actions / administrative warnings / have been disclosed. Please
refer to paragraph 2.2.14, 2.2.15 and 2.2.16 of Section 2 (Details of the Open Offer) on pages 20- 21 of the LOF,
for further details.
8.8 Details of any transactions the erstwhile promoters of the Target Company, Mr. Malvinder Mohan Singh and
Mr. Shivinder Mohan Singh, and their group/associates/related persons with JM Financial Products Ltd. and its
group companies/subsidiary/associates, etc., have been disclosed. Please refer to paragraph 2.2.17 of Section
2 (Details of the Open Offer) on pages 21-22 of the LOF, for further details.
8.9 Conf rmation with respect to Registrar to the Open Offer that there are no regulatory actions / administrative
warnings/ directions subsisting or proceedings pending against the Registrar to the Open Offer under SEBI
Act and regulations made thereunder or by any other regulator. Further, there are no penalties levied on the
Registrar to the Open Offer by SEBI or RBI. Please refer to paragraph 2.2.18 of Section 2 (Details of the Open
Offer) on page 22 of the LOF, for further details.
8.10 Conf rmation that the Acquirers do not have any direct or indirect relationship or association with erstwhile
promoters or public shareholders of the Target Company except for as disclosed in the LOF. Please refer to
paragraph 2.2.19 of Section 2 (Details of the Open Offer) on page 22 of the LOF, for further details.
8.11 Conf rmation that there are no directions subsisting and proceedings pending against the Acquirers under the
SEBI Act and regulations made thereunder. They have also conf rmed that there are no penalties levied on the
Acquirers by SEBI or RBI. Please refer to paragraph 2.1.11 on page 17 of the LOF, for further details.
8.12 Details of previous acquisition of shares of the Target Company by the Acquirers prior to PA. Please refer to
paragraph 2.1.13 on pages 17-18 of the LOF, for further details.
8.13 The Letter of Offer has been updated to ref ect the updated Expanded Voting Share Capital of the Target
Company. Please refer to paragraph 2.2.9 and 4.10 on pages 19-20 and 42 of the LOF, for further details.
8.14 Details of the share escrow accounts of the Acquirer 1, Acquirer 2 and Acquirer 3, in respect of acquisitions of
shares of the Target Company post the date of the DLOF. Please refer to paragraphs 3.1.11, 3.2.11 and 3.3.11of
Section 3 (Background of the Acquirers) on pages 25, 29, 34 of the LOF, for further details.
8.15 Conf rmation that no persons from the public who are acting in concert with the Acquirers. Please refer to
paragraphs 3.1.12, 3.2.12, 3.3.12 and 3.4.11 of Section 3 (Background of the Acquirers) on pages 25, 29, 34
and 38-39 of the LOF, for further details.
8.16 Details of f nancial information for the Acquirers on the basis of their respective audited consolidated f nancials
as of March 31, 2023 and March 31, 2024 (being the latest f nancial information available). Accordingly, f nancial
data for the Acquirers on the basis of their available limited review f nancial statement as of June 30, 2023 have
been deleted. Please refer to paragraphs 3.1.14, 3.2.14, 3.3.14 and 3.4.13, of Section 3 (Background of the
Acquirers) on pages 26-27, 30-32, 34-36, 39-41 of the LOF, for further details.
8.17 Updated information of contingent liabilities of the Acquirers as of March 31, 2024. Please refer to paragraphs
3.1.15, 3.2.15, 3.3.15 and 3.4.15 of Section 3 (Background of the Acquirers) on pages 27, 32, 36 and 41 of the
LOF, for further details.
8.18 The Letter of Offer has been updated to specify the directorships of Dr. Anand Chand Burman and the cessation
of his directorship on the board of directors of Aviva Life Insurance and Ester Industries Limited. Please refer to
paragraphs 3.2.6, 3.3.6 and 3.4.6 of Section 3 (Background of the Acquirers) on pages 28, 33, 37 of the LOF,
for further details.
8.19 Inclusion of date of incorporation of the Target Company. Please refer to paragraph 4.1 of Section 4 (Background
of the Target Company) on page 41 of the LOF, for further details.
8.20 Conf rmation that the Target Company has no promoters. Please refer to paragraph 4.6 of Section 4 (Background
of the Target Company) on page 41 of the LOF, for further details.
8.21 Conf rmation that the Target Company is not aware of any disclosures / non-disclosures by promoters in
compliance with Chapters V of SEBI SAST Regulations since April 01, 2015 and that the Target Company has
no promoters. Please refer to paragraph 4.7 of Section 4 (Background of the Target Company) on page 41 of
the LOF, for further details.
8.22 Details of f nancial information from audited consolidated f nancials as of March 31, 2024 and unaudited limited
reviewed f nancials as of September 30, 2024 as available in public domain. Accordingly, f nancial data for
the Acquirers on the basis of their available limited review f nancial statement as of June 30, 2023 have been
deleted. Please refer to paragraph 4.15 of Section 4 (Background of the Target Company)_on pages 43-46, for
further details.
8.23 The Letter of Offer has been updated to ref ect the pre and post offer shareholding pattern of the Target
Company assuming full acceptance of the Offer. Please refer to paragraph 4.16 of Section 4 (_Background of the
Target Company) on page 46-47 of the LOF, for further details.
8.24 The Letter of Offer has been updated to clarify that there are no depository receipts of the shares issued in
foreign countries by the Target Company. Please refer to paragraph 4.9 of Section V (Background of the Target
Company) on page 42 of the LOF for further details.
8.25 Details of the shares held by the directors of the Target Company in the Target Company. Please refer to
paragraph 4.8 of Section 4 (Background of the Target Company) on pages 41-42 of the LOF, for further details.
8.26 Details of regulatory actions / administrative warnings/ directions subsisting or proceedings pending against
the Target Company under SEBI Act and regulations made thereunder or by any other regulator. Please refer
to paragraph 4.18.1 of Section 4 (Background of the Target Company) on pages 48-54 of the LOF, for further
details.
8.27 Details of penalties levied by SEBI /RBI against the Target Company including the status and penalty paid.
Please refer to paragraph 4.18.2 of Section 4 (Background of the Target Company) on pages 54-56 of the LOF,
for further details.
8.28 Details of the closing market price of the Equity Shares of the Target Company as of the date of the Public
Announcement (September 25, 2023) and day after the announcement of the Public Announcement
(September 26, 2023) on the NSE and BSE. Please refer to paragraph 5.1.6 of Section 5 (Background of the
Target Company) on page 60 of the LOF, for further details.
8.29 The Letter of Offer has been updated to ref ect that the bank guarantee provided in accordance with the
Regulation 17(3), 17(4) and 17(6) of the SEBI (SAST) Regulations has been renewed up to March 25, 2025.
Please refer to paragraph 5.2.3 of Section 5.2 (Financial Arrangements), for further details. The same is also a
material document for inspection. Please refer Section 9 (Documents for Inspection) on Pages 86-88 of the LOF
for further details.
8.30 The Letter of Offer has been updated to include breakup of the f nancing arrangements of the Acquirers and
validity of Sanction Letter. Please refer to paragraph 5.2.5 of Section 5.2 (Financial Arrangements) on page 62
of the LOF, for further details.
8.31 The Letter of Offer has been updated to include disclosure as to absence of any conf ict of interest of Manager
in the loan availed by the Acquirers. Please refer to paragraphs 5.2.8 and 5.2.9 of Section 5.2 (Financial
Arrangements) on pages 62-63 of the LOF, for further details.
8.32 The Letter of Offer has been updated to include documents available for inspection to public shareholders
electronically. Please refer Section 9 (Documents for Inspection) on Pages 86-88 of the LOF for further
details. The LOF has also been updated to ref ect that the documents shall also be available for inspection
electronically.
8.33 The Letter of Offer has been updated to include the following documents available for inspection to public
shareholders:
(i)
Annual reports for f nancial year ended March 31, 2023, and the consolidated audited f nancial statements
of the Acquirers for f nancial year ended March 31, 2024.
(ii)
Annual reports for each of the f nancial years ended March 31, 2024, March 31, 2023, March 31, 2022 and
March 31, 2021 of Target Company.
(iii) Copies of unaudited limited reviewed f nancial information as at and for the three months’ period ended
September 30, 2024 of Target Company as submitted to stock exchanges.
(iv) List of pending court proceedings involving the Target Company, its subsidiaries or the Acquirers, initiated
after the date of the PA,
(v)
Copies of statutory approvals/ communication received from CCI, RBI, SEBI and IRDAI.
(vi) Copy of complaints / allegations, made in relation to the Open Offer, after the date of the DLOF along with
Acquirers’ responses thereto and
(vii) Bank guarantee dated September 26, 2023 from HDFC Bank Limited valid up to September 25, 2024 in
favour of Manager to the Offer and renewed on September 23, 2024 up to March 25, 2025.
Please refer Section 9 (Documents for Inspection) on Pages 86-88 of the LOF for further details.
8.34 The Letter of Offer has been updated to include the status of share and cash escrow accounts of the Acquirers
and conf rmation that voting rights have not been exercised on the shares acquired by Acquirers post the DLOF.
Please refer to paragraphs 2.1.2, 3.1.11, 3.2.11, 3.3.11 on Pages 14-15, 25, 29 and 34 of the LOF for further
details.
8.35 The Letter of Offer has been updated to specify the relevant regulations of SEBI (SAST) Regulations at relevant
places in the LOF such as Regulation 24.
9.
Details regarding the status of statutory and other approvals:
9.1 To the best of the knowledge of the Acquirers, the regulatory/ statutory approvals required to complete the
acquisition under the Purchase Orders and the Offer as on the date of the LOF are set out below (collectively
referred to as the “Statutory Approvals”):
(i)
receipt of approval of CCI in a form and substance satisfactory to the Acquirers (or such approval being
deemed to have been granted) in accordance with the Competition Act, 2002;		 9.2
9.3
9.4
10.
11.
12.
13.		 (ii)
approval from the RBI in accordance with the Master Direction - Non-Banking Financial Company - Scale
Based Directions, 2023, the Master Direction - Core Investment Companies (Reserve Bank) Directions,
2016, and Master Direction – Non-Banking Financial Company – Housing Finance Company (Reserve
Bank) Directions, 2021;
(iii) approval from SEBI in accordance with the Securities and Exchange Board of India (Depositories and
Participants) Regulations, 2018, Securities and Exchange Board of India (Stock Brokers) Regulations,
1992, SEBI (Registrars to an Issue and Share Transfer Agents) Regulations, 1993, SEBI (Research
Analysts) Regulations, 2014 and Securities and Exchange Board of India (Alternative Investment Funds)
Regulations, 2012.
The Target Company/ Acquirers have received:
(i)
Approval from CCI vide order dated January 23, 2024 bearing Combination Registration No.
C-2023/10/1068 for the Underlying Transaction;
(ii)
Approval from RBI vide letter dated December 09, 2024 bearing Reference No. CO.DOR.ISG.
No.S5423/02-13-001/2024-2025 for the proposed increase in shareholding of the Acquirers in the
Target Company in accordance with the Master Direction - Core Investment Companies (Reserve Bank)
Directions, 2016, as per the terms set out therein (“RBI Approval”). The RBI Approval is valid for one year
from the date of the aforesaid letter. Furthermore, approval for the change of management / approval of 4
proposed directors is currently pending with the RBI.
(iii) Letter from IRDAI dated August 05, 2024 stating that as the Underlying Transaction does not involve
a transfer of shares of Care Health Insurance Limited (“CHIL”) (a subsidiary of the Target Company
registered with the IRDAI) the provisions regarding register of transfer of shares under Section 6A(4)(b)
of the Insurance Act, 1938 are not attracted. The IRDAI further communicated that it has no objection in
respect of the Underlying Transaction subject to CHIL, its promoters, transferor and transferee obtaining
all the necessary approvals from other statutory/ regulatory/ judicial bodies as may be required. Similarly,
the IRDAI has also clarif ed vide an email to the Target Company dated December 03, 2024 that provisions
regarding register of transfer of shares of web aggregator under Section 8(d) of IRDAI (Insurance Web
Aggregator) Regulations, 2017 are also not attracted in respect of MIC Web Aggregator Private Limited
(an entity in which the Target Company is a promoter).
(iv) Approval from SEBI vide letter dated December 10, 2024 bearing reference number SEBI/HO/MIRSD/
NOC/OW/38116/2024/1 for change in shareholding pattern resulting in change of control of Religare
Broking Limited (subsidiary company of the Target Company) and appointment of proposed directors
of Acquirers. SEBI has also granted approval vide email dated December 17, 2024 with the subject
“Notif cation: Application of Religare Broking Limited, Research Analyst - Prior Approval”, conveying
approval of the prior approval application bearing ID 1044898 for RBL registered as a Research Analyst,
and granted approval vide email dated December 18, 2024 in respect of Religare Broking Limited under
the SEBI (Registrars to an Issue and Share Transfer Agents) Regulations, 1993. Further, Religare Broking
Limited registered as Depository Participant, has received the approval dated December 23, 2024 from
Securities and Exchange Board of India in continuation with an application for change of shareholding /
control / management basis an email received from National Securities Depository Limited on December
23, 2024.
(v)
In respect of Religare Finvest Limited (subsidiary company of the Target Company), the Target Company
has received communication from the Central Depositories Services (India) Limited that the registration of
Religare Finvest Limited as a depository participant registered with the SEBI has expired and accordingly,
the application has been closed. Therefore, we understand that approval of SEBI for Religare Finvest
Limited would not be required.
(vi) In respect of Religare Credit Investment Trust (subsidiary company of the Target Company), Religare Credit
Advisors Private Limited, Investment Manager of Religare Credit Investment Trust, has received SEBI’s
approval vide letter dated December 19, 2024 bearing reference number AFD/RAC/OW/2024/039213/1
for change in control of Sponsor and Investment Manager of Religare Credit Investment Trust.
(vii) Approval from SEBI vide letter dated December 16, 2024 bearing reference number SEBI/HO/MIRSD/
NOC/OW/38943/2024/1 for change in shareholding pattern resulting in change of control of Religare
Commodities Limited (subsidiary company of the Target Company).
Except as mentioned above, as on the date of the LOF, to the best of the knowledge of the Acquirers, there are
no statutory approval(s) required by the Acquirers to complete this Offer. However, in case any further statutory
approvals are required by the Acquirers at a later date, this Offer shall be subject to such approval(s) being
obtained and the Acquirers shall make the necessary applications for such approvals.
Please also refer to paragraphs 6 (Terms and Conditions of the Open Offer) of the LOF beginning on page 63
for further details.
Revised schedule of activities:
The Tentative Schedule of Activity of the Detailed Public Statement has been amended and the revised
schedule of activities pertaining to the Open Offer is set out below:		 (ii)
approval from the RBI in accordance with the Master Direction - Non-Banking Financial Company - Scale
Based Directions, 2023, the Master Direction - Core Investment Companies (Reserve Bank) Directions,
2016, and Master Direction – Non-Banking Financial Company – Housing Finance Company (Reserve
Bank) Directions, 2021;
(iii) approval from SEBI in accordance with the Securities and Exchange Board of India (Depositories and
Participants) Regulations, 2018, Securities and Exchange Board of India (Stock Brokers) Regulations,
1992, SEBI (Registrars to an Issue and Share Transfer Agents) Regulations, 1993, SEBI (Research
Analysts) Regulations, 2014 and Securities and Exchange Board of India (Alternative Investment Funds)
Regulations, 2012.
The Target Company/ Acquirers have received:
(i)
Approval from CCI vide order dated January 23, 2024 bearing Combination Registration No.
C-2023/10/1068 for the Underlying Transaction;
(ii)
Approval from RBI vide letter dated December 09, 2024 bearing Reference No. CO.DOR.ISG.
No.S5423/02-13-001/2024-2025 for the proposed increase in shareholding of the Acquirers in the
Target Company in accordance with the Master Direction - Core Investment Companies (Reserve Bank)
Directions, 2016, as per the terms set out therein (“RBI Approval”). The RBI Approval is valid for one year
from the date of the aforesaid letter. Furthermore, approval for the change of management / approval of 4
proposed directors is currently pending with the RBI.
(iii) Letter from IRDAI dated August 05, 2024 stating that as the Underlying Transaction does not involve
a transfer of shares of Care Health Insurance Limited (“CHIL”) (a subsidiary of the Target Company
registered with the IRDAI) the provisions regarding register of transfer of shares under Section 6A(4)(b)
of the Insurance Act, 1938 are not attracted. The IRDAI further communicated that it has no objection in
respect of the Underlying Transaction subject to CHIL, its promoters, transferor and transferee obtaining
all the necessary approvals from other statutory/ regulatory/ judicial bodies as may be required. Similarly,
the IRDAI has also clarif ed vide an email to the Target Company dated December 03, 2024 that provisions
regarding register of transfer of shares of web aggregator under Section 8(d) of IRDAI (Insurance Web
Aggregator) Regulations, 2017 are also not attracted in respect of MIC Web Aggregator Private Limited
(an entity in which the Target Company is a promoter).
(iv) Approval from SEBI vide letter dated December 10, 2024 bearing reference number SEBI/HO/MIRSD/
NOC/OW/38116/2024/1 for change in shareholding pattern resulting in change of control of Religare
Broking Limited (subsidiary company of the Target Company) and appointment of proposed directors
of Acquirers. SEBI has also granted approval vide email dated December 17, 2024 with the subject
“Notif cation: Application of Religare Broking Limited, Research Analyst - Prior Approval”, conveying
approval of the prior approval application bearing ID 1044898 for RBL registered as a Research Analyst,
and granted approval vide email dated December 18, 2024 in respect of Religare Broking Limited under
the SEBI (Registrars to an Issue and Share Transfer Agents) Regulations, 1993. Further, Religare Broking
Limited registered as Depository Participant, has received the approval dated December 23, 2024 from
Securities and Exchange Board of India in continuation with an application for change of shareholding /
control / management basis an email received from National Securities Depository Limited on December
23, 2024.
(v)
In respect of Religare Finvest Limited (subsidiary company of the Target Company), the Target Company
has received communication from the Central Depositories Services (India) Limited that the registration of
Religare Finvest Limited as a depository participant registered with the SEBI has expired and accordingly,
the application has been closed. Therefore, we understand that approval of SEBI for Religare Finvest
Limited would not be required.
(vi) In respect of Religare Credit Investment Trust (subsidiary company of the Target Company), Religare Credit
Advisors Private Limited, Investment Manager of Religare Credit Investment Trust, has received SEBI’s
approval vide letter dated December 19, 2024 bearing reference number AFD/RAC/OW/2024/039213/1
for change in control of Sponsor and Investment Manager of Religare Credit Investment Trust.
(vii) Approval from SEBI vide letter dated December 16, 2024 bearing reference number SEBI/HO/MIRSD/
NOC/OW/38943/2024/1 for change in shareholding pattern resulting in change of control of Religare
Commodities Limited (subsidiary company of the Target Company).
Except as mentioned above, as on the date of the LOF, to the best of the knowledge of the Acquirers, there are
no statutory approval(s) required by the Acquirers to complete this Offer. However, in case any further statutory
approvals are required by the Acquirers at a later date, this Offer shall be subject to such approval(s) being
obtained and the Acquirers shall make the necessary applications for such approvals.
Please also refer to paragraphs 6 (Terms and Conditions of the Open Offer) of the LOF beginning on page 63
for further details.
Revised schedule of activities:
The Tentative Schedule of Activity of the Detailed Public Statement has been amended and the revised
schedule of activities pertaining to the Open Offer is set out below:		 (ii)
approval from the RBI in accordance with the Master Direction - Non-Banking Financial Company - Scale
Based Directions, 2023, the Master Direction - Core Investment Companies (Reserve Bank) Directions,
2016, and Master Direction – Non-Banking Financial Company – Housing Finance Company (Reserve
Bank) Directions, 2021;
(iii) approval from SEBI in accordance with the Securities and Exchange Board of India (Depositories and
Participants) Regulations, 2018, Securities and Exchange Board of India (Stock Brokers) Regulations,
1992, SEBI (Registrars to an Issue and Share Transfer Agents) Regulations, 1993, SEBI (Research
Analysts) Regulations, 2014 and Securities and Exchange Board of India (Alternative Investment Funds)
Regulations, 2012.
The Target Company/ Acquirers have received:
(i)
Approval from CCI vide order dated January 23, 2024 bearing Combination Registration No.
C-2023/10/1068 for the Underlying Transaction;
(ii)
Approval from RBI vide letter dated December 09, 2024 bearing Reference No. CO.DOR.ISG.
No.S5423/02-13-001/2024-2025 for the proposed increase in shareholding of the Acquirers in the
Target Company in accordance with the Master Direction - Core Investment Companies (Reserve Bank)
Directions, 2016, as per the terms set out therein (“RBI Approval”). The RBI Approval is valid for one year
from the date of the aforesaid letter. Furthermore, approval for the change of management / approval of 4
proposed directors is currently pending with the RBI.
(iii) Letter from IRDAI dated August 05, 2024 stating that as the Underlying Transaction does not involve
a transfer of shares of Care Health Insurance Limited (“CHIL”) (a subsidiary of the Target Company
registered with the IRDAI) the provisions regarding register of transfer of shares under Section 6A(4)(b)
of the Insurance Act, 1938 are not attracted. The IRDAI further communicated that it has no objection in
respect of the Underlying Transaction subject to CHIL, its promoters, transferor and transferee obtaining
all the necessary approvals from other statutory/ regulatory/ judicial bodies as may be required. Similarly,
the IRDAI has also clarif ed vide an email to the Target Company dated December 03, 2024 that provisions
regarding register of transfer of shares of web aggregator under Section 8(d) of IRDAI (Insurance Web
Aggregator) Regulations, 2017 are also not attracted in respect of MIC Web Aggregator Private Limited
(an entity in which the Target Company is a promoter).
(iv) Approval from SEBI vide letter dated December 10, 2024 bearing reference number SEBI/HO/MIRSD/
NOC/OW/38116/2024/1 for change in shareholding pattern resulting in change of control of Religare
Broking Limited (subsidiary company of the Target Company) and appointment of proposed directors
of Acquirers. SEBI has also granted approval vide email dated December 17, 2024 with the subject
“Notif cation: Application of Religare Broking Limited, Research Analyst - Prior Approval”, conveying
approval of the prior approval application bearing ID 1044898 for RBL registered as a Research Analyst,
and granted approval vide email dated December 18, 2024 in respect of Religare Broking Limited under
the SEBI (Registrars to an Issue and Share Transfer Agents) Regulations, 1993. Further, Religare Broking
Limited registered as Depository Participant, has received the approval dated December 23, 2024 from
Securities and Exchange Board of India in continuation with an application for change of shareholding /
control / management basis an email received from National Securities Depository Limited on December
23, 2024.
(v)
In respect of Religare Finvest Limited (subsidiary company of the Target Company), the Target Company
has received communication from the Central Depositories Services (India) Limited that the registration of
Religare Finvest Limited as a depository participant registered with the SEBI has expired and accordingly,
the application has been closed. Therefore, we understand that approval of SEBI for Religare Finvest
Limited would not be required.
(vi) In respect of Religare Credit Investment Trust (subsidiary company of the Target Company), Religare Credit
Advisors Private Limited, Investment Manager of Religare Credit Investment Trust, has received SEBI’s
approval vide letter dated December 19, 2024 bearing reference number AFD/RAC/OW/2024/039213/1
for change in control of Sponsor and Investment Manager of Religare Credit Investment Trust.
(vii) Approval from SEBI vide letter dated December 16, 2024 bearing reference number SEBI/HO/MIRSD/
NOC/OW/38943/2024/1 for change in shareholding pattern resulting in change of control of Religare
Commodities Limited (subsidiary company of the Target Company).
Except as mentioned above, as on the date of the LOF, to the best of the knowledge of the Acquirers, there are
no statutory approval(s) required by the Acquirers to complete this Offer. However, in case any further statutory
approvals are required by the Acquirers at a later date, this Offer shall be subject to such approval(s) being
obtained and the Acquirers shall make the necessary applications for such approvals.
Please also refer to paragraphs 6 (Terms and Conditions of the Open Offer) of the LOF beginning on page 63
for further details.
Revised schedule of activities:
The Tentative Schedule of Activity of the Detailed Public Statement has been amended and the revised
schedule of activities pertaining to the Open Offer is set out below:		 (ii)
approval from the RBI in accordance with the Master Direction - Non-Banking Financial Company - Scale
Based Directions, 2023, the Master Direction - Core Investment Companies (Reserve Bank) Directions,
2016, and Master Direction – Non-Banking Financial Company – Housing Finance Company (Reserve
Bank) Directions, 2021;
(iii) approval from SEBI in accordance with the Securities and Exchange Board of India (Depositories and
Participants) Regulations, 2018, Securities and Exchange Board of India (Stock Brokers) Regulations,
1992, SEBI (Registrars to an Issue and Share Transfer Agents) Regulations, 1993, SEBI (Research
Analysts) Regulations, 2014 and Securities and Exchange Board of India (Alternative Investment Funds)
Regulations, 2012.
The Target Company/ Acquirers have received:
(i)
Approval from CCI vide order dated January 23, 2024 bearing Combination Registration No.
C-2023/10/1068 for the Underlying Transaction;
(ii)
Approval from RBI vide letter dated December 09, 2024 bearing Reference No. CO.DOR.ISG.
No.S5423/02-13-001/2024-2025 for the proposed increase in shareholding of the Acquirers in the
Target Company in accordance with the Master Direction - Core Investment Companies (Reserve Bank)
Directions, 2016, as per the terms set out therein (“RBI Approval”). The RBI Approval is valid for one year
from the date of the aforesaid letter. Furthermore, approval for the change of management / approval of 4
proposed directors is currently pending with the RBI.
(iii) Letter from IRDAI dated August 05, 2024 stating that as the Underlying Transaction does not involve
a transfer of shares of Care Health Insurance Limited (“CHIL”) (a subsidiary of the Target Company
registered with the IRDAI) the provisions regarding register of transfer of shares under Section 6A(4)(b)
of the Insurance Act, 1938 are not attracted. The IRDAI further communicated that it has no objection in
respect of the Underlying Transaction subject to CHIL, its promoters, transferor and transferee obtaining
all the necessary approvals from other statutory/ regulatory/ judicial bodies as may be required. Similarly,
the IRDAI has also clarif ed vide an email to the Target Company dated December 03, 2024 that provisions
regarding register of transfer of shares of web aggregator under Section 8(d) of IRDAI (Insurance Web
Aggregator) Regulations, 2017 are also not attracted in respect of MIC Web Aggregator Private Limited
(an entity in which the Target Company is a promoter).
(iv) Approval from SEBI vide letter dated December 10, 2024 bearing reference number SEBI/HO/MIRSD/
NOC/OW/38116/2024/1 for change in shareholding pattern resulting in change of control of Religare
Broking Limited (subsidiary company of the Target Company) and appointment of proposed directors
of Acquirers. SEBI has also granted approval vide email dated December 17, 2024 with the subject
“Notif cation: Application of Religare Broking Limited, Research Analyst - Prior Approval”, conveying
approval of the prior approval application bearing ID 1044898 for RBL registered as a Research Analyst,
and granted approval vide email dated December 18, 2024 in respect of Religare Broking Limited under
the SEBI (Registrars to an Issue and Share Transfer Agents) Regulations, 1993. Further, Religare Broking
Limited registered as Depository Participant, has received the approval dated December 23, 2024 from
Securities and Exchange Board of India in continuation with an application for change of shareholding /
control / management basis an email received from National Securities Depository Limited on December
23, 2024.
(v)
In respect of Religare Finvest Limited (subsidiary company of the Target Company), the Target Company
has received communication from the Central Depositories Services (India) Limited that the registration of
Religare Finvest Limited as a depository participant registered with the SEBI has expired and accordingly,
the application has been closed. Therefore, we understand that approval of SEBI for Religare Finvest
Limited would not be required.
(vi) In respect of Religare Credit Investment Trust (subsidiary company of the Target Company), Religare Credit
Advisors Private Limited, Investment Manager of Religare Credit Investment Trust, has received SEBI’s
approval vide letter dated December 19, 2024 bearing reference number AFD/RAC/OW/2024/039213/1
for change in control of Sponsor and Investment Manager of Religare Credit Investment Trust.
(vii) Approval from SEBI vide letter dated December 16, 2024 bearing reference number SEBI/HO/MIRSD/
NOC/OW/38943/2024/1 for change in shareholding pattern resulting in change of control of Religare
Commodities Limited (subsidiary company of the Target Company).
Except as mentioned above, as on the date of the LOF, to the best of the knowledge of the Acquirers, there are
no statutory approval(s) required by the Acquirers to complete this Offer. However, in case any further statutory
approvals are required by the Acquirers at a later date, this Offer shall be subject to such approval(s) being
obtained and the Acquirers shall make the necessary applications for such approvals.
Please also refer to paragraphs 6 (Terms and Conditions of the Open Offer) of the LOF beginning on page 63
for further details.
Revised schedule of activities:
The Tentative Schedule of Activity of the Detailed Public Statement has been amended and the revised
schedule of activities pertaining to the Open Offer is set out below:		 (ii)
approval from the RBI in accordance with the Master Direction - Non-Banking Financial Company - Scale
Based Directions, 2023, the Master Direction - Core Investment Companies (Reserve Bank) Directions,
2016, and Master Direction – Non-Banking Financial Company – Housing Finance Company (Reserve
Bank) Directions, 2021;
(iii) approval from SEBI in accordance with the Securities and Exchange Board of India (Depositories and
Participants) Regulations, 2018, Securities and Exchange Board of India (Stock Brokers) Regulations,
1992, SEBI (Registrars to an Issue and Share Transfer Agents) Regulations, 1993, SEBI (Research
Analysts) Regulations, 2014 and Securities and Exchange Board of India (Alternative Investment Funds)
Regulations, 2012.
The Target Company/ Acquirers have received:
(i)
Approval from CCI vide order dated January 23, 2024 bearing Combination Registration No.
C-2023/10/1068 for the Underlying Transaction;
(ii)
Approval from RBI vide letter dated December 09, 2024 bearing Reference No. CO.DOR.ISG.
No.S5423/02-13-001/2024-2025 for the proposed increase in shareholding of the Acquirers in the
Target Company in accordance with the Master Direction - Core Investment Companies (Reserve Bank)
Directions, 2016, as per the terms set out therein (“RBI Approval”). The RBI Approval is valid for one year
from the date of the aforesaid letter. Furthermore, approval for the change of management / approval of 4
proposed directors is currently pending with the RBI.
(iii) Letter from IRDAI dated August 05, 2024 stating that as the Underlying Transaction does not involve
a transfer of shares of Care Health Insurance Limited (“CHIL”) (a subsidiary of the Target Company
registered with the IRDAI) the provisions regarding register of transfer of shares under Section 6A(4)(b)
of the Insurance Act, 1938 are not attracted. The IRDAI further communicated that it has no objection in
respect of the Underlying Transaction subject to CHIL, its promoters, transferor and transferee obtaining
all the necessary approvals from other statutory/ regulatory/ judicial bodies as may be required. Similarly,
the IRDAI has also clarif ed vide an email to the Target Company dated December 03, 2024 that provisions
regarding register of transfer of shares of web aggregator under Section 8(d) of IRDAI (Insurance Web
Aggregator) Regulations, 2017 are also not attracted in respect of MIC Web Aggregator Private Limited
(an entity in which the Target Company is a promoter).
(iv) Approval from SEBI vide letter dated December 10, 2024 bearing reference number SEBI/HO/MIRSD/
NOC/OW/38116/2024/1 for change in shareholding pattern resulting in change of control of Religare
Broking Limited (subsidiary company of the Target Company) and appointment of proposed directors
of Acquirers. SEBI has also granted approval vide email dated December 17, 2024 with the subject
“Notif cation: Application of Religare Broking Limited, Research Analyst - Prior Approval”, conveying
approval of the prior approval application bearing ID 1044898 for RBL registered as a Research Analyst,
and granted approval vide email dated December 18, 2024 in respect of Religare Broking Limited under
the SEBI (Registrars to an Issue and Share Transfer Agents) Regulations, 1993. Further, Religare Broking
Limited registered as Depository Participant, has received the approval dated December 23, 2024 from
Securities and Exchange Board of India in continuation with an application for change of shareholding /
control / management basis an email received from National Securities Depository Limited on December
23, 2024.
(v)
In respect of Religare Finvest Limited (subsidiary company of the Target Company), the Target Company
has received communication from the Central Depositories Services (India) Limited that the registration of
Religare Finvest Limited as a depository participant registered with the SEBI has expired and accordingly,
the application has been closed. Therefore, we understand that approval of SEBI for Religare Finvest
Limited would not be required.
(vi) In respect of Religare Credit Investment Trust (subsidiary company of the Target Company), Religare Credit
Advisors Private Limited, Investment Manager of Religare Credit Investment Trust, has received SEBI’s
approval vide letter dated December 19, 2024 bearing reference number AFD/RAC/OW/2024/039213/1
for change in control of Sponsor and Investment Manager of Religare Credit Investment Trust.
(vii) Approval from SEBI vide letter dated December 16, 2024 bearing reference number SEBI/HO/MIRSD/
NOC/OW/38943/2024/1 for change in shareholding pattern resulting in change of control of Religare
Commodities Limited (subsidiary company of the Target Company).
Except as mentioned above, as on the date of the LOF, to the best of the knowledge of the Acquirers, there are
no statutory approval(s) required by the Acquirers to complete this Offer. However, in case any further statutory
approvals are required by the Acquirers at a later date, this Offer shall be subject to such approval(s) being
obtained and the Acquirers shall make the necessary applications for such approvals.
Please also refer to paragraphs 6 (Terms and Conditions of the Open Offer) of the LOF beginning on page 63
for further details.
Revised schedule of activities:
The Tentative Schedule of Activity of the Detailed Public Statement has been amended and the revised
schedule of activities pertaining to the Open Offer is set out below:
No. Activity Original Schedule of
Activities (as disclosed
in the Draft Letter of
Offer) (Day and Date)#		 Revised Schedule of
Activities
(Day and Date)^
1. Date of PA Monday,
September 25, 2023		 Monday,
September 25, 2023
2. Date of publication of DPS Wednesday,
October 04, 2023		 Wednesday,
October 04, 2023
3. Last day for f ling of the DLOF with SEBI Wednesday, October
11, 2023		 Wednesday,
October 11, 2023@
4. Last date for public announcement for
competingoffer(s)		 Thursday,
October 26, 2023		 Thursday,
October 26, 2023
5. Last date for receipt of SEBI observations on
the DLOF (in the event SEBI has not sought
clarif cations or additional information from the
Manager to the Offer) ##		 Thursday,
November 02, 2023		 Friday,
December 20, 2024
6. Identif ed Date* Monday,
November 06, 2023		 Monday,
January13, 2025
7. Last date by which the LOF is to be dispatched
to the Public Shareholders whose names
appear on the register of members on the
Identif ed Date##		 Monday,
November 13, 2023		 Monday,
January 20, 2025**
8. Last date for upward revision of the Offer Price
/ the size of the Open Offer		 Friday,
November 17, 2023		 Thursday,
January23, 2025
9. Last date by which the committee of the
independent directors of the Target Company
shall give its recommendation to the Public
Shareholders for this Open Offer		 Friday,
November 17, 2023		 Thursday,
January 23, 2025
10. Date of publication of opening of Open Offer
public announcement in the newspapers in
which the DPS waspublished		 Monday,
November 20, 2023		 Friday,
January 24, 2025
11. Date of commencement of the Tendering
Period(“Offer Opening Date”)***		 Tuesday, November
21, 2023		 Monday,
January27, 2025
12. Date of closure of the Tendering Period (“Offer
Closing Date”)		 Tuesday, December
05, 2023		 Friday,
February07, 2025
13. Last date of communicating the rejection/
acceptance and completion of payment of
consideration or return of Equity Shares to the
Public Shareholders		 Tuesday, December
19, 2023		 Monday,
February 24, 2025^^
14. Last date for publication of post-Open Offer
public announcement in the newspapers in
which the DPS waspublished		 Wednesday,
December 27, 2023		 Tuesday,
March 04, 2025
15. Date by which the underlying transaction
which triggered open offer will be completed		 - Partial acquisition on
January
31,
2024,
balance acquisition to
be
completed
within
prescribed
timelines
under the SEBI (SAST)
Regulations.
@
There has been no competing offer.
##
Post the SEBI observations on the DLOF, a Writ Petition numbered WP 40618/2024 (Vijayant Mishra vs.
RBI & Others) was f led before the Hon’ble High Court of Madhya Pradesh at Jabalpur and stay order
of the Hon’ble High Court at Jabalpur dated December 18, 2024 was passed which has been withdrawn
on January 09, 2025. Accordingly, the date of dispatch of letter of offer and commencement of tendering
period is reckoned from the date of f nal order dated January 09,2025 of Hon’ble High Court of Madhya
Pradesh at Jabalpur.

_Date falling on the 10th Working Day prior to the commencement of the Tendering Period. The Identif ed
Date is only for the purpose of determining the Equity Shareholders as on such date to whom the Letter
of Offer would be sent. All the Public Shareholders (registered or unregistered), are eligible to participate
in this Open Offer at any time prior to the closure of the Tendering Period.
#
The original schedule of activities was indicative (prepared on the basis of timelines provided under
the SEBI (SAST) Regulations) and was subject to receipt of approvals (if any) from various statutory/
regulatory authorities.
_
_Actual date of receipt of SEBI comments.
_** The dispatch is to be completed on or before January 20, 2025, Wednesday.
^
Wherever last dates are mentioned for certain activities, such activities may happen on or before the
respective last dates.
^^
Acquirers will on or before February 21, 2025, Friday communicate the rejection/ acceptance and
complete the payment of consideration or return of Equity Shares to the Public Shareholders.
Please note if Public Shareholders who have been sent the LOF through electronic means wish to obtain a
physical copy of the Letter of Offer, they may send a request in writing to the Registrar on providing suitable
documentary evidence of holding of the Equity Shares of the Target Company
The Acquirers and its directors accept the responsibility for the information contained in this Pre-Offer
Advertisement cum Corrigendum (other than such information as has been obtained from public sources or
provided by or relating to and conf rmed by the Target Company), and undertake that they are aware of and will
comply with their obligations under the SEBI (SAST) Regulations in respect of this Open Offer.
This Pre-Offer Advertisement cum Corrigendum would also be available on SEBI’s website (www.sebi.gov.in)
Issued on behalf of the Acquirer by the Manager
JM Financial Limited
SEBI Registration Number: INM000010361
Address: 7thFloor, Cnergy, Appasaheb Marathe Marg,
Prabhadevi, Mumbai – 400 025, India
Contact Person: Ms. Prachee Dhuri
Tel: +91 22 6630 3030/ +91 22 6630 3262;Fax: +91 22 6630 3330
E-mail: religare.openoffer@jmf .com
Website: https://www.jmf .com
Registrar to the Open Offer
KFin Technologies Limited
(formerly known as KFin Technologies Private Limited)
SEBI Registration Number: INR000000221
Address: Selenium, Tower B, Plot No. - 31 and 32, Financial District,
Serilingampally, Hyderabad, Rangareddi – 500 032, Telangana, India
Contact Person: Murali Krishna
Telephone: +91 40 6716 2222;Fax: +91 40 6716 1563
Website: www.kf ntech.com
E-mail: religare.openoffer@kf ntech.com
Issued by the Manager to the Open Offer
For and on behalf of the Acquirers
M.B. Finmart Private Limited (Acquirer 1)
Puran Associates Private Limited (Acquirer 2)
VIC Enterprises Private Limited (Acquirer 3)
Milky Investment & Trading Company (Acquirer 4)
Place: New Delhi
Date: January 23, 2025

  • (ii) approval from the RBI in accordance with the Master Direction - Non-Banking Financial Company - Scale Based Directions, 2023, the Master Direction - Core Investment Companies (Reserve Bank) Directions, 2016, and Master Direction – Non-Banking Financial Company – Housing Finance Company (Reserve Bank) Directions, 2021;

  • (iii) approval from SEBI in accordance with the Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018, Securities and Exchange Board of India (Stock Brokers) Regulations, 1992, SEBI (Registrars to an Issue and Share Transfer Agents) Regulations, 1993, SEBI (Research Analysts) Regulations, 2014 and Securities and Exchange Board of India (Alternative Investment Funds) Regulations, 2012.

PRE-OFFER ADVERTISEMENT IN ACCORDANCE WITH REGULATION 18(7) OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVERS) REGULATIONS, 2011, AS AMENDED, AND CORRIGENDUM TO THE DETAILED PUBLIC STATEMENT FOR THE ATTENTION OF THE PUBLIC SHAREHOLDERS OF

RELIGARE ENTERPRISES LIMITED Registered Office: 1407, 14th Floor, Chiranjiv Tower, 43, Nehru Place, New Delhi, Delhi -110019, India. Corporate Identifi cation Number (CIN): L74899DL1984PLC146935, Tel: + 91 11 4472 5676; Fax: Not available; Website: www.religare.com

  • (i) Approval from CCI vide order dated January 23, 2024 bearing Combination Registration No. C-2023/10/1068 for the Underlying Transaction;

  • (ii) Approval from RBI vide letter dated December 09, 2024 bearing Reference No. CO.DOR.ISG. No.S5423/02-13-001/2024-2025 for the proposed increase in shareholding of the Acquirers in the Target Company in accordance with the Master Direction - Core Investment Companies (Reserve Bank) Directions, 2016, as per the terms set out therein (“ RBI Approval ”). The RBI Approval is valid for one year from the date of the aforesaid letter. Furthermore, approval for the change of management / approval of 4 proposed directors is currently pending with the RBI.

OPEN OFFER FOR ACQUISITION OF UP TO 9,00,42,541 FULLY PAID-UP EQUITY SHARES OF FACE VALUE OF ₹ 10 EACH (“EQUITY SHARES”), REPRESENTING 26.00% OF THE EXPANDED VOTING SHARE CAPITAL OF RELIGARE ENTERPRISES LIMITED (“TARGET COMPANY”) FROM THE PUBLIC SHAREHOLDERS OF THE TARGET COMPANY BY M.B. FINMART PRIVATE LIMITED (“ACQUIRER 1”), PURAN ASSOCIATES PRIVATE LIMITED (“ACQUIRER 2”), VIC ENTERPRISES PRIVATE LIMITED (“ACQUIRER 3”) AND MILKY INVESTMENT & TRADING COMPANY (“ACQUIRER 4”)(COLLECTIVELY REFERRED TO AS “ACQUIRERS”) PURSUANT TO AND IN COMPLIANCE WITH THE REQUIREMENTS OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVERS) REGULATIONS, 2011, AS AMENDED (THE “SEBI (SAST) REGULATIONS”) (THE “OPEN OFFER” OR “OFFER”).

  1. The Public Shareholders are requested to refer to Section 7 ( Procedure for Acceptance and Settlement of the Open Offer ) on page 68 onwards of the LOF in relation to, inter-alia , the procedure for tendering their Equity Shares in the Open Offer and are also required to adhere to and follow the procedure outlined therein. A summary of the procedure for tendering Equity Shares in the Offer is as below:

  2. (iii) Letter from IRDAI dated August 05, 2024 stating that as the Underlying Transaction does not involve a transfer of shares of Care Health Insurance Limited (“ CHIL ”) (a subsidiary of the Target Company registered with the IRDAI) the provisions regarding register of transfer of shares under Section 6A(4)(b) of the Insurance Act, 1938 are not attracted. The IRDAI further communicated that it has no objection in respect of the Underlying Transaction subject to CHIL, its promoters, transferor and transferee obtaining all the necessary approvals from other statutory/ regulatory/ judicial bodies as may be required. Similarly, the IRDAI has also clarifi ed vide an email to the Target Company dated December 03, 2024 that provisions regarding register of transfer of shares of web aggregator under Section 8(d) of IRDAI (Insurance Web Aggregator) Regulations, 2017 are also not attracted in respect of MIC Web Aggregator Private Limited (an entity in which the Target Company is a promoter).

(a) In case of Equity Shares held in physical form : Public Shareholders holding Equity Shares in physical form may participate in the Open Offer by approaching their respective Selling Broker along with complete set of relevant documents in the manner as set out in paragraph 7.18 of Section 7 ( Procedure for tendering Equity Shares held in physical form ) on pages 72-74 of the LOF.

This advertisement and corrigendum to the Detailed Public Statement is being issued by JM Financial Limited, the manager to the Open Offer (“ Manager/Manager to the Open Offer/Manager to the Offer ”), for and on behalf of the Acquirers in respect of the Open Offer (“ Pre-Offer Advertisement cum Corrigendum ”), in accordance with Regulation 18(7) of the SEBI (SAST) Regulations.

(b) In case of Equity Shares held in dematerialized form : Public Shareholders who are holding Equity Shares in dematerialized form and who desire to tender their Equity Shares in dematerialized form under the Open Offer would have to do so through their respective Selling Broker by giving the details of Equity Shares they intend to tender in the Open Offer in the manner as set out in paragraph 7.17 of Section 7 ( Procedure for tendering Equity Shares held in dematerialised form ) on pages 71 and 72 of the LOF.

This Pre-Offer Advertisement cum Corrigendum should be read in continuation of, and in conjunction with the:

  • (a) public announcement dated September 25, 2023 (“ Public Announcement ” or “ PA ”);

  • (iv) Approval from SEBI vide letter dated December 10, 2024 bearing reference number SEBI/HO/MIRSD/ NOC/OW/38116/2024/1 for change in shareholding pattern resulting in change of control of Religare Broking Limited (subsidiary company of the Target Company) and appointment of proposed directors of Acquirers. SEBI has also granted approval vide email dated December 17, 2024 with the subject “Notifi cation: Application of Religare Broking Limited, Research Analyst - Prior Approval”, conveying approval of the prior approval application bearing ID 1044898 for RBL registered as a Research Analyst, and granted approval vide email dated December 18, 2024 in respect of Religare Broking Limited under the SEBI (Registrars to an Issue and Share Transfer Agents) Regulations, 1993. Further, Religare Broking Limited registered as Depository Participant, has received the approval dated December 23, 2024 from Securities and Exchange Board of India in continuation with an application for change of shareholding / control / management basis an email received from National Securities Depository Limited on December 23, 2024.

(b) detailed public statement dated October 03, 2023 which was published on October 04, 2023 in the following newspapers: Financial Express (English, all editions), Jansatta (Hindi, all editions), Navshakti (Marathi, Mumbai edition), (“ Detailed Public Statement ” or “ DPS ”); and

(c) letter of offer dated January 18, 2025 along with the Form of Acceptance-cum-Acknowledgement (“ Letter of Offer ” or “ LoF ”). This Pre-Offer Advertisement cum Corrigendum is being published in all such newspapers in which the Detailed Public Statement was published. For the purpose of this Pre-Offer Advertisement cum Corrigendum:

(a) “ ” means January 13, 2025 (Monday), being the date falling on the 10th (Tenth) Working Day prior to the commencement of the Tendering Period; and

(b) “ Tendering Period ” means the period commencing from January 27, 2025 (Monday) and closing on February 07, 2025 (Friday) (both days inclusive). Capitalised terms used but not defi ned in this Pre-Offer Advertisement cum Corrigendum shall have the same meaning assigned to such terms in the Letter of Offer.

  • (v) In respect of Religare Finvest Limited (subsidiary company of the Target Company), the Target Company has received communication from the Central Depositories Services (India) Limited that the registration of Religare Finvest Limited as a depository participant registered with the SEBI has expired and accordingly, the application has been closed. Therefore, we understand that approval of SEBI for Religare Finvest Limited would not be required.

The Public Shareholders of the Target Company are requested to kindly note the following information related to the Open Offer:

  1. Offer Price : The offer price is INR 235.00 per Equity Share. There has been no revision in the Offer Price. For further details relating to the Offer Price, please refer to paragraph 5.1 ( Justifi cation of Offer Price ) of the Letter of Offer.

  2. (vi) In respect of Religare Credit Investment Trust (subsidiary company of the Target Company), Religare Credit Advisors Private Limited, Investment Manager of Religare Credit Investment Trust, has received SEBI’s approval vide letter dated December 19, 2024 bearing reference number AFD/RAC/OW/2024/039213/1 for change in control of Sponsor and Investment Manager of Religare Credit Investment Trust.

  3. Recommendation of the Committee of Independent Directors (“IDC”) : The recommendation of the IDC was approved on January 22, 2025 and published on January 23, 2025 in the same newspapers in which the Detailed Public Statement was published. The relevant extract of the recommendation of the IDC is given below: Members of the Committee of 1. Mr. Malay Kumar Sinha, Chairperson Independent Directors (Please 2. Mr. Praveen Kumar Tripathi, Member indicate the chairperson of the 3. Mr. Ranjan Dwivedi, Member Committee separately) 4. Ms. Preeti Madan, Member

  4. (vii) Approval from SEBI vide letter dated December 16, 2024 bearing reference number SEBI/HO/MIRSD/ NOC/OW/38943/2024/1 for change in shareholding pattern resulting in change of control of Religare Commodities Limited (subsidiary company of the Target Company).

  5. 9.3 Except as mentioned above, as on the date of the LOF, to the best of the knowledge of the Acquirers, there are no statutory approval(s) required by the Acquirers to complete this Offer. However, in case any further statutory approvals are required by the Acquirers at a later date, this Offer shall be subject to such approval(s) being obtained and the Acquirers shall make the necessary applications for such approvals.

  6. Mr. Hamid Ahmed, Member The IDC meeting dated January 22, 2025 was chaired by Mr. Praveen Kumar Tripathi. Recommendation on the Open The views of the IDC on the Open Offer are as detailed below. Offer, as to whether the offer is For completeness, the IDC notes as follows in relation to the Offer Price fair and reasonable of INR 235 per share (which has been computed in accordance with the SAST Regulations issued by SEBI as per the disclosures made by the Acquirers in the PA, DLOF and LOF):

9.4 Please also refer to paragraphs 6 ( Terms and Conditions of the Open Offer ) of the LOF beginning on page 63 for further details.

The Tentative Schedule of Activity of the Detailed Public Statement has been amended and the revised schedule of activities pertaining to the Open Offer is set out below:

  • The Offer Price is about 15% lower than the closing market price of approximately Rs. 271 per share on the National Stock Exchange of India Limited (“ NSE Limited ”) on September 22, 2023, being the trading day immediately prior to the date of the PA. The Acquirers have stated in the DLOF that the Offer Price has been determined in accordance with Regulation 8(2) of the SAST Regulations.

  • The closing price of the Target Company’s shares on the NSE Limited as at January 22, 2025 (i.e., being the date of the meeting of the IDC held on January 22, 2025) was approximately INR 253. The Offer Price is at a discount of about 7% to the above- mentioned closing price.

• The volume weighted average market price of the Target Company’s shares for a period of sixty trading days immediately preceding the date of this recommendation (i.e., sixty trading days ending on January 21, 2025) as traded on NSE Limited is approximately INR 280 as reported to us by the management of the Target Company. The Offer Price is at a discount of 16% to such volume weighted average market price. Basis the aforesaid data on pricing of shares of TC, the public shareholders of Target Company may evaluate the offer and take an informed decision in their best interest about tendering their shares in the Open Offer. In addition to this, the IDC would also like to inform the public that there are certain conditionalities in the RBI Conditional Approval Letter (defi ned below) which have not been detailed in the LOF and are detailed in S. No.12 below. The public shareholders are advised to read these details and use their discretion before making their decision on tendering in the Open Offer. Summary of reasons for Set forth below is a summary of reasons for IDC’s views on the Open recommendation (IDC may also Offer to the public shareholders: invite attention to any other place, • The TC is a Core Investment Company registered with the e.g. company’s website, where Reserve Bank of India (“ RBI ”). The subsidiaries of the TC are its detailed recommendations engaged in various fi nancial sector businesses regulated by, inter alia, along with written advice of the the RBI, the Securities and Exchange Board of India (“ SEBI ”) independent adviser, if any can and the Insurance Regulatory and Development Authority of be seen by the shareholder) India (“ IRDAI ”). • The Reserve Bank of India (“ RBI ”) has mandated certain conditions while according its approval for the proposed increase in shareholding of the Acquirers in its letter dated December 9, 2024 (“ RBI Conditional Approval Letter ”). Such approval letter has been duly disclosed by the Target Company to the stock exchanges on December 10, 2024.

  • The key condition mandated in paragraph 3(i) of the RBI Conditional Approval Letter is reproduced below: “3. The approval is subject to the following conditions: (i) The acquirers are advised to consolidate the NBFCs in the resulting structure / group (both Burman and Religare group) at the earliest and not later than March 31, 2026. In this regard, the acquirers are advised to submit a concrete and specifi c consolidation plan, with specifi c timelines, duly supported by Board Resolutions from each of the NBFCs within the groups, within 90 days from the date of this communication.”

This condition is hereinafter referred to as the “ Consolidation Condition ”; the concrete and specifi c consolidation plan envisaged therein is hereinafter referred to as the “ Consolidation Plan ”.

• As per the aforesaid approval letter of the RBI, the Consolidation Plan is required to be approved by the Boards of the NBFCs in Burman and Religare groups and submitted to the RBI within 90 days from December 9, 2024. This condition has not been detailed in the LOF.

## Post the SEBI observations on the DLOF, a Writ Petition numbered WP 40618/2024 (Vijayant Mishra vs. RBI & Others) was fi led before the Hon’ble High Court of Madhya Pradesh at Jabalpur and stay order of the Hon’ble High Court at Jabalpur dated December 18, 2024 was passed which has been withdrawn on January 09, 2025. Accordingly, the date of dispatch of letter of offer and commencement of tendering period is reckoned from the date of fi nal order dated January 09,2025 of Hon’ble High Court of Madhya Pradesh at Jabalpur.

  • The RBI has permitted the Acquirers to take over control of the Target Company subject to compliance with (among others) the Consolidation Condition. The Consolidation Plan and its impact on Target Company is currently unknown.

  • The Target Company has apprised the RBI and the SEBI of the aforesaid and has sought guidance from them on sequencing of the RBI mandated conditions and the Open Offer. The Target Company is yet to receive guidance from RBI and SEBI on this matter.

  • Date is only for the purpose of determining the Equity Shareholders as on such date to whom the Letter of Offer would be sent. All the Public Shareholders (registered or unregistered), are eligible to participate in this Open Offer at any time prior to the closure of the Tendering Period.

  • # The original schedule of activities was indicative (prepared on the basis of timelines provided under the SEBI (SAST) Regulations) and was subject to receipt of approvals (if any) from various statutory/ regulatory authorities.

• In case the conditions mandated in the RBI Conditional Approval Letter are not met, possibility of adverse orders being passed by RBI / regulatory authorities against the Open Offer / Acquirers cannot be ruled out. It is reiterated that the public shareholders should take into account details of share price of the TC as detailed in S. No.11 and conditions mandated by the RBI in its letter dated December 9, 2024 before making a decision to tender their shares in the Open Offer. As per the terms of the LOF, the aforesaid RBI letter dated December 9, 2024 will be made available for inspection by the Acquirers during the tendering period. Details of Independent Advisors S & R Associates Disclosure of voting pattern The above views of the IDC were unanimously approved by the members of the IDC present at the meeting held on January 22, 2025. Any other matter to be highlighted None

  • ^ Wherever last dates are mentioned for certain activities, such activities may happen on or before the respective last dates.

  • ^^ Acquirers will on or before February 21, 2025, Friday communicate the rejection/ acceptance and complete the payment of consideration or return of Equity Shares to the Public Shareholders.

  • Please note if Public Shareholders who have been sent the LOF through electronic means wish to obtain a physical copy of the Letter of Offer, they may send a request in writing to the Registrar on providing suitable documentary evidence of holding of the Equity Shares of the Target Company 12. The Acquirers and its directors accept the responsibility for the information contained in this Pre-Offer Advertisement cum Corrigendum (other than such information as has been obtained from public sources or provided by or relating to and confi rmed by the Target Company), and undertake that they are aware of and will comply with their obligations under the SEBI (SAST) Regulations in respect of this Open Offer.

  • Other details of the Open Offer: 3.1 The Open Offer is being made under Regulation 3(1) and 4 of the SEBI (SAST) Regulations to the Public Shareholders of the Target Company.

  • 3.2 The Open Offer is not a competing offer in terms of Regulation 20 of SEBI (SAST) Regulations. There was no competing offer to the Open Offer and the last date for making such competing offer has expired. The Open Offer is not conditional upon any minimum level of acceptance in terms of Regulation 19(1) of SEBI (SAST) Regulations.

  • 3.3 The dispatch of the Letter of Offer to the Public Shareholders as on the Identifi ed Date (i.e., January 13, 2025 (Monday) in accordance with Regulation 18(2) of the SEBI (SAST) Regulations has been completed (either through electronic mode or physical mode) on January 20, 2025, (Monday). The Identifi ed Date was relevant only for the purpose of determining the Public Shareholders to whom the LOF was to be sent. It is clarifi ed that all the Public Shareholders (even if they acquire Equity Shares and become shareholders of the Target Company after the Identifi ed Date) are eligible to participate in the Open Offer. A copy of the LOF (which includes Form of Acceptance-cum-Acknowledgement) is available on the website of SEBI (www.sebi.gov.in) from which the Public Shareholders can download/print the same in order to tender their Equity Shares in the Open Offer.

  • 3.4 Persons who have acquired the Equity Shares but whose names do not appear in the register of members of the Target Company on the Identifi ed Date, or unregistered owners or those who have acquired Equity Shares after the Identifi ed Date, or those who have not received the LOF, may also participate in the Offer. A Public Shareholder may participate in the Offer by approaching their Selling Broker and tender the Equity Shares in the Offer as per the procedure mentioned in the LOF or in the relevant Form of Acceptance-cum Acknowledgment. Such Public Shareholders of the Target Company may download the LOF from the SEBI website (www. sebi.gov.in), BSE website (www.bseindia.com) or obtain a copy of the same from KFin Technologies Limited (“ Registrar to the Offer ”) on providing suitable documentary evidence of holding of the Equity Shares of the Target Company. Alternatively, in case of non-receipt/non-availability of the Form of Acceptance-cumAcknowledgement, a Public Shareholder may participate in the Open Offer by providing their application in plain paper in writing signed by all shareholder(s), stating name, address, number of shares held, client ID number, DP name, DP ID number, number of Equity Shares being tendered and other relevant documents as mentioned in the LOF. Such Public Shareholders have to ensure that their order is entered in the electronic platform to be made available by BSE or NSE before the closure of the Open Offer.

  • The Offer will be implemented by the Acquirers through the stock exchange mechanism made available by the Stock Exchanges in the form of a separate window (“ Acquisition Window ”) in accordance with SEBI (SAST) Regulations and Master Circular dated February 16, 2023, bearing reference number SEBI/HO/CFD/PoD-1/P/ CIR/2023/31 (“ SEBI Master Circular ”) issued by the SEBI, as amended from time to time. As per the SEBI Master Circular, a lien shall be marked in the depository system by the depositories in the benefi cial owner’s

Place : New Delhi Date : January 23, 2025

  • (i) receipt of approval of CCI in a form and substance satisfactory to the Acquirers (or such approval being deemed to have been granted) in accordance with the Competition Act, 2002;

More from Religare Enterprises Ltd

Regulatory Filings 2026
Jun 1
Regulatory Filings 2026
Jun 1
Regulatory Filings 2026
Jun 1
Regulatory Filings 2026
May 26
Call Transcript 2026
May 18
Call Transcript 2026
May 18
Regulatory Filings 2026
May 13
Report Publication Announcement 2026
May 13
Report Publication Announcement 2026
May 13
Report Publication Announcement 2026
May 13
View all filings →