Demerger

Date: July 07, 2026 The General Manager, Manager – Listing Compliance, Department of Corporate Services, National Stock Exchange of India Limited, BSE Limited, ‘Exchange Plaza’, C-1, Block G, P.J. Towers, Dalal Street, Bandra Kurla Complex, Bandra (E), Mumbai – 400 001 Mumbai – 400 051 Scrip Code – 532915 Symbol: RELIGARE Sub: Intimation under Regulations 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (“SEBI LODR Regulations”). Ref: Receipt of Observation Letter with ‘no objection’ from National Stock Exchange of India Limited and ‘no adverse observations’ from BSE Limited in relation to the Scheme of Arrangement between Religare Enterprises Limited (“Demerged Company”/ “REL”) and Religare Finvest Limited (“Resulting Company”/“RFL”) and their respective shareholders and creditors ("Scheme") Dear Sir/Madam, We refer to our earlier letter dated February 14, 2026 wherein we had informed about the decision taken by the Board of Directors of the Company approving the Scheme of Arrangement between Religare Enterprises Limited (“Demerged Company”/ “REL”) and Religare Finvest Limited (“Resulting Company”/“RFL”) and their respective shareholders and creditors under sections 230 to 232 read with section 52 and 66 and other applicable provisions of the Companies Act, 2013 (“Act”) ("Scheme"). In this regard, we would like to inform you that the Company has received observation letter with no objection’ from National Stock Exchange of India Limited on July 07, 2026 and observation letter with ‘‘no adverse observations’ from BSE Limited on July 07, 2026. The copies of said letters are enclosed herewith. Please note that the observation letters are also being hosted on the Company’s website at: https://www.religare.com/scheme-of-arrangement. The Scheme remains subject to various statutory and regulatory approvals and of the respective shareholders and creditors of the companies involved in the Scheme, as may be required. We request you to take this on record, and to treat the same as compliance with the applicable provisions of the SEBI LODR Regulations. Yours sincerely, For Religare Enterprises Limited Anuj Jain Company Secretary & Compliance Office Encl: a/a Religare Enterprises Limited CIN: L74899DL1984PLC146935 Registered Office: First Floor, Office No. 101, 2E/23, Jhandewalan Extn., New Delhi – 110055 Phone No.: +91-11- 4167 9692 Corporate Office: 1st Floor, Tower A, Club 125, Plot A-3,4, 5, Sector -125, Noida – 201301, Uttar Pradesh Phone No.: +91-120- 4384 941 www.religare.com / investorservices@religare.com Ref: NSE/LIST/53888 July 07, 2026 The Company Secretary Religare Enterprises Limited Dear Sir /Madam, Sub: Observation Letter for draft Scheme of Arrangement between Religare Enterprises Limited and Religare Finvest Limited and their respective shareholders and creditors, pursuant to Sections 230 to 232 read with Section 52 and 66 and other applicable provisions of the Companies Act, 2013 read with applicable rules made thereunder. We are in receipt of the captioned draft scheme filed by Religare Enterprises Limited. Based on our letter reference no. NSE/LIST/ 53888 dated May 22, 2026, submitted to SEBI pursuant to SEBI Master Circular No - SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023 and Regulation 94(2) SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, SEBI vide its letter dated July 07, 2026, has inter alia given the following comment(s) on the draft scheme of arrangement: a) The Company shall ensure that it discloses all details of ongoing adjudication & recovery proceedings, prosecution initiated and all other enforcement action taken, if any, against the Company, its promoters and directors, before the Hon’ble NCLT and shareholders, while seeking approval of the scheme. b) The Company shall ensure that additional information, if any, submitted by the Company after filing the scheme with the stock exchange, from the date of receipt of this letter, is displayed on the websites of the listed company. c) The Company shall ensure compliance with the SEBI circulars issued from time to time. d) The Company shall ensure that the entities involved shall duly comply with various provisions of the Circular and ensure that all the liabilities of the demerged Company shall stand transferred to and vested in and be deemed to be transferred to and vested in the resulting company. e) The Company shall ensure that the information pertaining to all the Unlisted Companies involved, if any, in the scheme shall be included in the format specified for abridged prospectus as provided in Part E of Schedule VI of the ICDR Regulations. 2018, in the explanatory statement or notice or proposal accompanying resolution to be passed, which is sent to the shareholders for seeking approval. f) The Company shall ensure that the financials in the scheme including financials considered for valuation report are not for period more than 6 months old. Continuation Sheet Ref: NSE/LIST/53888 July 07, 2026 g) The Company shall ensure that the details of the proposed scheme under consideration as provided by the Company to the Stock Exchange shall be prominently disclosed in the notice sent to the Shareholders. h) The Companies to disclose the following as a part of explanatory statement or notice or proposal accompanying resolution to be passed to be forwarded by the company to the shareholders while seeking approval u/s 230 to 232 of the Companies Act 2013 – i. Need for demerger, rationale of the scheme, synergies of business of the entities involved in the scheme, impact of the scheme on the shareholders and cost benefit analysis of the scheme. ii. Details of Registered Valuer issuing Valuation Report and Merchant Banker issuing Fairness opinion, Summary of methods considered for arriving at the Share-Swap Ratio and Rationale for using above methods. iii. Basis for arriving at the share swap ratio. iv. Pre and Post scheme shareholding of all the companies involved in the scheme as on the date of notice of shareholders meeting along with rationale for changes, if any, occurred between filing of Draft Scheme to Notice to shareholders. v. Capital built-up of all the companies involved in the scheme since incorporation and last 3 years. vi. Details of Revenue, PAT and EBIDTA of all the companies involved in the scheme for last 3 years. vii. Value of Assets and liabilities of demerged company that are being transferred to resulting company and post-demerger balance sheet of resulting, viii. Details of potential benefits and risks associated with the demerger. ix. Details of accounting method to be used for the Scheme in the books of accounts of demerged and resulting company as per the Certificate submitted by the Statutory Auditor. x. Financial implication of the demerger on Promoters, Public Shareholders and the companies involved in the scheme along with future growth prospects of demerged and resulting company pursuant to demerger. xi. Details of approval required from Reserve Bank of India. i) The Company shall ensure to disclose all pending actions against the entities involved in the scheme its promoters/directors/KMPs j) The Companies shall ensure that all the applicable additional information, if any, shall form part of disclosures to shareholders, which was submitted by the Company to the Stock Exchange as per Annexure L of Exchange checklist k) The Company shall ensure that the proposed equity shares, if any, to be issued in terms of the “Scheme” shall mandatorily be in demat form only. l) The Company shall ensure that the "Scheme" shall be acted upon subject to the applicant complying with the relevant clauses mentioned in the scheme document. Continuation Sheet Ref: NSE/LIST/53888 July 07, 2026 m) The Company shall ensure that no changes to the draft scheme except those mandated by the regulators/ authorities / tribunals shall be made without specific written cons [Showing first 8,000 characters — download PDF for full document]