Rashmi Saluja Removed as Director of Religare Enterprises After Shareholder Rejection

Religare Enterprises has announced that its Executive Chairperson, Rashmi Saluja, is no longer a director on the company’s board. The decision follows a shareholder vote at the company’s 40th Annual General Meeting (AGM) held on February 7, 2025, where 97% of the votes cast were against her reappointment.

According to a regulatory filing, Saluja ceased to be a Non-Independent Director with effect from February 7, 2025. Religare, a Non-Banking Financial Company (NBFC), is regulated by the Reserve Bank of India (RBI) and the Securities and Exchange Board of India (SEBI). Following an RBI clarification received on Thursday, the company confirmed her removal from the board.

Burmans’ Open Offer and Regulatory Developments

The Burman family’s open offer to acquire an additional 26% stake in Religare commenced on January 27, 2025, after obtaining regulatory approvals. However, a competing offer from US-based investor Danny Gaekwad led to a Supreme Court intervention.

Minority shareholder Sapna Rao and US-based investor Danny Gaekwad have filed two separate Special Leave Petitions against SEBI. Gaekwad had made a counter-open offer to acquire a stake in Religare Enterprises at ₹275 per share, against the Burman family’s ₹235 per share offer.

The legal challenges and competing bids have added further complexity to the ongoing ownership battle over Religare Enterprises. The open offer is for the acquisition of up to 9,00,42,541 fully paid-up equity shares, each with a face value of ₹10, representing 26% of Religare’s expanded voting share capital.

As of September 30, 2024, the Burman family, through its entities—Finmart Private Ltd, Puran Associates Private Ltd, VIC Enterprises Private Ltd, and Milky Investment & Trading Company—held a collective 25.12% stake in Religare. If the open offer is fully subscribed, their stake would rise to 53.94%.

Regulatory and Governance Developments

In September 2023, the Burman family, which promotes Dabur India and has interests in other businesses, announced a ₹2,116-crore open offer to acquire 26% of Religare. Soon after, the Burmans raised concerns with SEBI, alleging violations of insider trading rules by Saluja and claiming she had appointed board members of her choice.

Religare’s independent directors contested these allegations, raising concerns about potential regulatory breaches by Burman family entities. They escalated the matter to SEBI, RBI, and the Insurance Regulatory and Development Authority of India (IRDAI), and the shareholder decision, along with ongoing regulatory developments, is expected to shape the future governance structure of Religare Enterprises.

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