The Enforcement Directorate (ED) has taken significant action in an alleged Employee Stock Ownership Plan (ESOP) scam involving Religare Enterprises Ltd (REL). A chargesheet has been filed against several individuals, including Rashmi Saluja, the executive chairperson of REL, accusing her of being the principal architect in a scheme valued at Rs 179.50 crore.

Key Details of the Chargesheet

The ED's chargesheet names several individuals as co-accused alongside Saluja:

• Nitin Aggarwal
• Nishant Singhal
• Pratap Venugopal
• Vaibhav Gawli

Origin and Allegations

The case stems from investigations by Mumbai police into a separate FIR. During these investigations, Vaibhav Gawli revealed that he was paid Rs 2.00 lakh to purchase REL shares and file complaints against the Burman family, allegedly at Saluja's behest.

Alleged Conspiracy and Misuse of Authority

The ED's allegations paint a picture of a complex conspiracy:

• Objective: To obstruct the Burman family's takeover of REL
• Motive: Maintain control and secure illegal ESOP benefits
• Method: Saluja allegedly misused her authority by approving ESOPs for herself and co-accused, violating company policy

Financial Implications

The ED has taken action to address the financial aspects of the alleged scam:

• Frozen Assets: Shares of CHIL (a REL subsidiary) obtained through these ESOPs have been frozen
• Estimated Proceeds of Crime: Rs 179.54 crore

Significance

This case highlights the ongoing scrutiny of corporate governance and the potential misuse of employee benefit schemes in the Indian corporate landscape. It underscores the importance of transparency and adherence to company policies, especially in matters related to stock options and corporate control.

The involvement of the Enforcement Directorate and the scale of the alleged scam emphasize the seriousness of the accusations and the potential impact on Religare Enterprises and its stakeholders.

As this case progresses, it may have broader implications for corporate governance practices and regulatory oversight in the Indian financial sector.

Religare Enterprises Limited has announced a significant change in its shareholding structure, with four promoter entities acquiring substantial stakes through a preferential allotment. The move marks a notable shift in the company's ownership landscape and capital structure.

Key Highlights of the Acquisition

• M.B. Finmart Private Limited, Puran Associates Private Limited, VIC Enterprises Private Limited, and Milky Investment & Trading Company have collectively acquired a 29.68% stake in Religare Enterprises.
• The acquisition was executed through a preferential allotment of warrants, convertible into equity shares.
• A total of 11,914,892 warrants were issued at Rs. 235.00 per warrant on September 12, 2025.
• These warrants are convertible into an equal number of equity shares within 18 months from the date of allotment.

Breakdown of Shareholding

Post-acquisition, the shareholding structure of the promoter entities is as follows:

Transaction Details

The preferential allotment has significantly altered the company's capital structure. Key points include:

• The total equity share capital of Religare Enterprises stands at 330,653,663 shares post-acquisition.
• The diluted share capital, assuming full conversion of outstanding convertible securities and warrants, would be 395,273,945 shares.
• The warrants were issued at Rs. 235.00 per warrant, convertible into equity shares of face value Rs. 10.00 each.
• The conversion is subject to payment of the balance 75% of the total consideration within the 18-month period.

Regulatory Compliance

The acquisition has been disclosed in compliance with Regulation 29(2) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. The disclosure was made to both the BSE Limited and the National Stock Exchange of India Limited, where Religare Enterprises' shares are listed.

Management Representation

Abhay Kumar Agarwal serves as the authorized signatory for all four acquiring entities, indicating a coordinated approach in this significant shareholding change.

This preferential allotment and the resulting change in shareholding structure could have important implications for Religare Enterprises' future strategic direction and governance. Investors and market watchers will likely keep a close eye on any subsequent developments or changes in the company's operations following this substantial shift in ownership.