Religare Enterprises Ltd

Rights issue allotment in RBL

• Religare Enterprises subscribed to RBL rights issue; allotment completed on August 21, 2026.
• RBL allotted 4,21,05,264 equity shares; face value INR 10, premium INR 13.75.
• Total consideration paid: INR 100,00,00,020.
• RBL is a wholly owned subsidiary; investment constitutes a related party transaction.
• Transaction price was at arm's length; promoter has no direct interest.
• Intimation of allotment received August 24, 2026.
• Proceeds will be used for general business operations, including MTF and working capital.
• Regulatory approvals: Not Applicable for REL.
• Acquisition deemed completed on August 24, 2026.
• RBL operates stock broking and depository services with 50 branches, ~1,100 partners, 2.4 lakh active customers.

Financial Performance

• Consolidated revenue: INR 2,358 crores; YoY +26%.
• Consolidated PAT: INR -46.9 crores.
• Total expenses: INR 2,435 crores; PBT: INR -76.73 crores.
• Insurance revenue: INR 2,229 crores; Financial Services: INR 133 crores.
• Standalone CIC net loss: INR 9.62 crores.
• Care Health: right issue INR 150 crores; sub-debt INR 200 crores.

Segment Update

• Religare Broking: Total income INR 99.5 crores; PBT INR 10 crores.
• Broking ADTO cash INR 375 crores; derivatives ADTO +10% YoY.
• Broking assets under custody: INR 47,946 crores.
• Care Health Insurance: GWP growth 37% YoY; retail new business +50%.
• Care Health top line: INR 3,247 crores (full premium basis).
• Care Health market share: 6.7% industry; 24% SAHI.
• RFL: PAT INR 15 crores; NNPA ~0.8%; CRAR 238%.
• RFL: tangible net worth INR 915 crores; cash > INR 600 crores.
• RFL: total income INR 14.4 crores; net interest income INR 13.5 crores.
• RH Housing: AUM INR 247 crores; GNPA 4.4%; NNPA 3.3%.
• RH Housing: total income INR 7.4 crores; operating expenses INR 12.5 crores; net loss INR 5 crores.
• Digital / platform: 99.9% policies issued digitally; 99.9% digital premium collection.

Balance Sheet and Liquidity

• Religare Finvest: tangible net worth INR 915 crores; cash balance > INR 600 crores.
• RH Housing: net worth ~ INR 180 crores; committed INR 250 crores capital for growth.
• Promoter backstop: INR 1,500–2,000 crores capital planned to support growth.
• Demerger status: RBI not acceded to demerger; regulator engagement ongoing.
• Rights / convertibles: INR 618 crores raised; INR 881 crores left to convert by Mar 2027.

Guidance and Outlook

• No formal full-year quantitative guidance; management intends to beat the market.
• Plans to commence new NBFC/Housing growth in about 3–4 months.
• Solvency for Care Health Insurance at 1.58% as at Jun’26; sub-debt raised; equity plans ongoing.
• IRDAI guideline on collapse of non-insurer into insurer under evaluation; RBI approvals gating.

Q&A Highlights

• RBI demerger exit timeline: regulator engagement ongoing; no fixed timeline.
• Care combined ratio (CISR): includes non-attributable expenses; total may shift when allocated.
• Care growth drivers: retail outpacing corporate; market-share gains and premium growth.
• Broking: balance sheet repair underway; model clarity expected in 1–2 quarters.
• Written-off recoveries: pool ~INR 350–400 crores; recoveries likely over 2 years.
• Care equity stake: management aims to maintain ~5% now; prospective increases later.

Meeting Details

• Date and time: August 13, 2026 at 04:00 P.M. IST.
• Type and mode: earnings call with investors, audio recording.
• Event/organiser: earnings call with investors by Religare Enterprises.
• Purpose: discuss operational and financial performance for quarter ended June 30, 2026.
• Recording availability: audio recording available on company website.

Participants

• Key participant: Group General Counsel & Group Chief Compliance Officer.

Issue overview

• Type and securities: preferential issue of warrants convertible into equity shares.
• Total issue size disclosed; no revision or undersubscription observed.
• Main objectives: investments in Care Health Insurance Limited, Religare Broking Limited, Religare Housing Development Finance Corporation, debt repayment.
• General Corporate Purpose is also among the stated objects.

Utilisation of proceeds

• Utilisation is as disclosed; no material deviations observed.
• New loan sanctioned to Religare Broking Limited: 50 crore.
• Disbursed 25 crore and prepaid 25 crore by June 2026.
• GCP utilised 2.13 crore in Q1FY27; end-quarter GCP 21.02 crore.
• Unutilised funds parked in Axis Money Market Fund; 19.92 crore invested; market value 20.06 crore.
• Repayment of borrowings: no utilisation in Q1FY27.
• Investment in Religare Housing Development Finance Corporation Limited: 5 crore in Q1FY27.
• No deviations observed versus prior monitoring agency reports.

Governance and compliance

• All statutory approvals related to the objects have been obtained.
• Demerger of financial services into Religare Finvest Limited approved by board; subject to SEBI, RBI approvals.
• Standalone losses reported in last four quarters; demerger plan noted.
• Demerger subject to NCLT/regulatory approvals; pending completion.
• Shareholder approvals not applicable; no conflicts of interest disclosed.

GCP details

• GCP used 2.13 crore for salaries, operating expenses, vendor payments; board-approved expense matrix.

Business Overview

• Diversified financial services group with insurance, broking, lending, and housing finance segments.
• Demerger plan for REL and Religare Finvest under RBI review; regulator clarifications sought.
• Leadership expansion across REL businesses to drive growth and long-term value.

Operational Highlights

• Q1 FY27 consolidated revenue 2,358.4 Cr; PAT (46.9) Cr; net worth 3,061.9 Cr.
• Religare Broking Q1 FY27 total income 99.5 Cr; PAT 7.5 Cr; PBT 10.0 Cr.
• Care Health Insurance GWP 3,247 Cr in Q1 FY27; investment book 11,751 Cr; right issue 150 Cr; Tier II 200 Cr.
• RHDFCL Q1 FY27: AUM 247 Cr; NNPA ~0.8%; CRAR 121%.
• Religare Finvest Q1 FY27: tangible net worth ~914 Cr; cash/liquid ~609 Cr; NNPA ~0.8%.

Financial Performance

• Consolidated PBT (76.7) Cr; tax (29.8) Cr; PAT (46.9) Cr in Q1 FY27.
• Care Health Ind AS: GWP 3,028 Cr; PAT 122 Cr; combined ratio 110.7%.
• Religare Broking Q1 FY27: total income 99.5 Cr; PAT 7.5 Cr; PBT 10.0 Cr.
• RHDFCL PBT 15.1 Cr; PAT 15.1 Cr; AUM growth and stable yields.
• RFL Net total income 14.2 Cr; PBT 15.1 Cr; PAT 15.1 Cr.

Capital Structure & Liquidity

• REL committed Rs 250 Cr strategic capital infusion to strengthen balance sheet.
• Care Health raised Rs 150 Cr via rights issue; Rs 200 Cr Tier II capital in Aug 2026.
• RHDFCL CRAR 121%; no external borrowings; robust liquidity supports growth.
• RFL cash and liquid investments ~Rs 609 Cr; tangible net worth ~Rs 914 Cr.

Strategic Priorities & Outlook

• Tech-enabled growth via digital platforms, AI, and process automation across REL ecosystem.
• Balance sheet strengthening and capital infusions to enable growth in RHDFCL and RFL.
• Pursue demerger-related clarity with regulators to unlock value.

Risks & Governance

• Regulatory risk and RBI-related clarity pending on demerger; governance improvements underway.
• Diversified portfolio mix requires careful asset quality monitoring; NNPA/GWP relationships remain key.
• Independent board oversight and leadership appointments to strengthen governance.

Governance & Leadership

• Appointed MDs/CEOs across REL subsidiaries; RHDFCL named Pavan Gupta as MD & CEO.
• Pankaj Rathi appointed as WTD and CFO; leadership strengthens execution.

Board approves results

• Board approved unaudited standalone results as on June 30, 2026; limited review.
• Total income 438.17 Lakhs; net loss after tax 961.97 Lakhs.
• Revenue from operations 251.68 Lakhs; basic EPS -0.29.

Dividend status

• RBI barred declaration of dividends.

Demerger with Religare Finvest

• Scheme of arrangement to demerge financial services to Religare Finvest Limited; insurance business retained.
• Regulatory approvals pending; NSE/BSE no-objection letters received; RBI did not accede.
• Scheme becomes effective after fulfillment of conditions precedent and regulatory clearances.

Warrants and rights issue

• Warrant issue: up to 6,38,29,782 warrants at Rs 235; up to Rs 1499 crore.
• Upfront Rs 375 crore received Sept 2025; Rs 350 crore for conversions received Dec 2025.
• Rs 14,705 Lakhs received for warrant conversions; shares allotted Jun 4, 2026.

Management change

• Change type: Redesignation of Arjun Lamba as Managing Director.
• Effective date: August 12, 2026; term five years from April 1, 2026.
• Reason for change: redesignation approved by Nomination & Remuneration Committee.
• Profile: Arjun Lamba; seasoned capital markets professional; founder of Guardian Advisors Private Limited.
• Relationships: Relationship with other directors: NIL.
• Shareholders approvals: required.
• Notes: on same terms including remuneration.

Policy Type

• Code of Practices and Procedures for Fair Disclosure of UPSI adopted.

Applicability

• Applies to Religare Enterprises Limited and its subsidiaries.

Key roles

• MD/CEO identifies UPSI; Chief IRO and Compliance Officer assist.

Access controls

• Access to UPSI restricted to authorized personnel; NDA required.

Record-keeping

• Digital UPSI access database maintained; retained at least eight years.

Public disclosure

• Public disclosures to stock exchanges ahead of other dissemination channels.

Selective disclosure

• Promptly make generally available information disclosed selectively.

Requests for information

• Respond with generally available information; verify with regulatory authorities.

Conference calls

• Chief IRO to provide conference call access and materials on website.

Chief IRO appointment

• MD/WTD/CEO to nominate Chief IRO; must be financially literate.

Amendments

• Amendments dated Feb 14, 2018; Apr 01, 2019; Sep 14, 2020; Aug 12, 2026.

Website and accessibility

• Code uploaded on company website; updates reflected promptly.

Effective date

• Effective May 15, 2015; amendments as above.