The Reserve Bank has approved the open offer of Burman family — the promoters of FMCG major Dabur — to acquire an additional 26% stake in NBFC firm Religare Enterprises Ltd (REL).

The central bank also directed maintaining of the current board/management structure of REL.

The Reserve Bank of India (RBI) said it has granted its “approval for the proposed increase in shareholding of existing shareholders” — four Burman family entities Puran Associates, VIC Enterprises, M B Finmart, and Milky Investment & Trading Company — in Religare Enterprises Ltd (REL).

“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,” the RBI said in a letter to Chairman of Religare Enterprises, a copy which was shared to the exchanges.

“The request for change of management/appointment of four proposed directors — Abhay Agarwal, Arjun Lamba, Ramanathan Gurumurthy, and Suresh Mahalingam does not have our approval at this stage,” it said.

It has “advised” REL to submit the names of the proposed directors, along with the board resolution, after ensuring that they are “fit and proper”.

The Burman family — a promoter of Dabur India and other entities such as Eveready Industries — through its entities, had in September last year announced a ₹2,116-crore open offer to REL shareholders to acquire up to 26% stake in the company.

However, it has been contested by REL independent directors, who raised red flags alleging fraud and other breaches by Burman family entities and approached regulators, including markets regulator Sebi, the RBI and the Insurance Regulatory and Development Authority.

Burmans’ are yet to receive a go-ahead from Sebi over its proposed open offer.

The RBI has advised Burmans “to submit a concrete and specific consolidation plan, with specific timelines, duly supported by board resolutions from each of the NBFCs within the groups, within 90 days from the date of this communication”.

It has also directed that it has to be informed about the date on which the Burmans acquired 26% or more of the paid-up share capital of the NBFC.

The Reserve Bank further said if after the open offer, Burmans’ shareholding in the REL “falls below 26%, prior approval of RBI will be required to increase the shareholding of the acquirers in the NBFC to 26% or more”.

As of September 30, 2024, Burmans, through its four entities, collectively own a 25.12% stake in REL.

Shares of Religare Enterprises Ltd were trading at ₹287.75 on the BSE, up 3.66% from the previous close.

Four entities belonging to the Dabur’s Burman family have made an open offer to the Public Shareholders of Religare Enterprises Ltd (REL) to acquire upto 26% of the Expanded Voting Share Capital of REL at ₹235 ler share. The company’s share on the BSE was trading at ₹264 a piece at 9.30 am. 

The Open Offer has been made to increase the family’s stake and take control of REL. it will be conducted in accordance with the SEBI (SAST) Regulations, a statement issued by the family said. 

The Burman family, through its group entities, is currently the single largest shareholder in REL, holding 21% stake through M.B. Finmart Private Ltd, Puran Associates Private Ltd, VIC Enterprises Private Ltd, and Milky Investment & Trading Company. 

Anand C. Burman, Chairman Emeritus, Dabur India Ltd in a statement said: “The proposed transaction is in line with our vision to create a leading financial services platform that encompasses lending, broking and health insurance services.”

“We are convinced that REL is the right platform and positioned for sustained success. With our guidance, REL will continue its journey to being one of India’s distinguished financial services platforms,” he said. 

The Open Offer is estimated to cost the Burmans ₹2,116 crore assuming full acceptance.

The acquirers said they would take control of REL upon conclusion of the Open Offer.