Directors Report of Religare Enterprises Ltd.

Mar 31, 2025

Â	For the financial year 2024-2025		For the financial year 2023-2024
Particulars	Standalone (Audited)	Consolidated (Audited)	Standalone (Audited)	Consolidated (Audited)
Total Income*	4,182.01	7,39,688.00	2,524.24	6,29,925.87
Total Expenditure	8,293.75	7,15,357.99	9,711.79	6,08,191.83
Profit / (Loss) Before Tax	(4,111.74)	24,330.01	(7,187.55)	21,734.04
Exceptional Items	-	-	-	23,034.62
Profit / (Loss) Before Tax After Exceptional Items	(4,111.74)	24,330.01	(7,187.55)	44,768.66
Share in Profit / (Loss) of Joint Ventures	-	-	-	-
Profit / (Loss) Before Tax	(4,111.74)	24,330.01	(7,187.55)	44,768.66
Income Tax Expense/ (Credit)	(357.46)	5,997.58	(652.18)	10,027.49
Profit / (Loss) After Tax	(3,754.28)	18,332.43	(6,535.37)	34,741.17
Other Comprehensive Income / (Loss)	(54.74)	6,787.28	(46.93)	5,442.05
Total Comprehensive Income / (Loss) for the Year	(3,809.02)	25,119.71	(6,582.30)	40,183.22
Less: Share of Non- Controlling Interest	-	8,413.56	-	13,514.54
Total Comprehensive Income / (Loss) (after tax and non-controlling interest)	(3,809.02)	16,706.15	(6,582.30)	26,668.68

 

These developments underscore the Company's commitment to transparency, regulatory compliance and value creation for all
stakeholders. The Board remains focused on driving sustainable growth, strengthening its core businesses and building a robust
and future- ready organization.

FINANCIAL RESULTS AND BUSINESS OPERATIONS

The highlights of standalone and consolidated financial performance of the Company for the financial years 2024-25 and
2023-24 are as under:

 

Your Directors have pleasure in presenting this 41^st Annual
Report on the business and operations of the Company
together with Audited Financial Statements for the financial
year ended March 31, 2025.

STATE OF AFFAIRS OF THE COMPANY

The financial year 2024-25 has marked a pivotal transition in the
Company's leadership and corporate governance framework.

During the year, the Open Offer initiated by the New
Promoter - Burman Group in September 2023 reached its
conclusion. Upon completion of the process in compliance
with applicable regulatory/statutory requirements, the
Burman Group acquired 25.16% equity stake in the Company,
thereby formally assuming the role of Promoter effective from
February 18, 2025. This development heralds a new chapter
in the Company's strategic journey. The Burman Group, a
respected and established business house, is expected to
provide strong foundation for long- term growth by enhancing
the Company's credibility, bringing in general management,
capital and expanding access to strategic resources.

The Executive Chairperson of the Company ceased to
hold office, signifying a crucial change in the Company's
management structure.

The Company received shareholder approval for the
appointment of two additional Independent Directors, both
of whom bring extensive industry experience and proven
leadership in business management. Their expertise is
expected to bring valuable strategic insight and contribute to
the Company's long term growth and stability. Furthermore,
post March 31, 2025 Reserve Bank of India (RBI) approved
the appointment of three Non-Executive Non-Independent
Directors representing the Promoters.

The Company is raising long term capital of approximately
I 1,500 crores by way of a preferential issue of warrants
convertible into equity shares. This initiative is aimed at
supporting the future growth trajectory of the Company
and strengthening its financial position to enable strategic
investment across subsidiaries. The shareholders have
approved the same during their Extraordinary General Meeting
(EGM) held on August 8, 2025.

The Board of Directors of the Company commissioned
a governance review of REL and its subsidiaries, namely,
Religare Finvest Limited and Religare Housing Development
Finance Corporation Limited and engaged external
consultants to conduct this review. The objective of the
governance review is to review the past operating practices,
suggest improvements around systems & controls for future
implementation and to identify any potential instances of
misconduct by certain current and/or ex-employees of the
aforementioned companies.

Subsequent to the divestment of entire shareholding by the
IFC in the Company resulting in NIL Shareholding, the Articles
of Association of the Company was amended by deletion
of certain provisions similar to the Shareholders Agreement
dated November 05, 2012 entered between the Company
and International Finance Corporation Limited (IFC) along with
certain other persons. The said amendment was approved
by the shareholders of the Company in their EGM held on
April 10, 2025

On the operational front, the Company's subsidiaries
continued to demonstrate resilience and progress.

•    Care Health Insurance Limited (CHIL), the Company's
Standalone Health Insurance arm, maintained its position
as the second largest SAHI. CHIL recorded a Gross Written
Premium (GWP) of I 8,56,199 Lakhs for FY25.

•    Religare Broking Limited (RBL), delivered exceptional growth
in its wealth distribution business. The consolidated revenue
increased by 3.6% to I 38,307 Lakhs in FY25, reflecting the
strength and scalability of this vertical.

•    Religare Finvest Limited (RFL), having resolved its legacy
issues, has discharged all outstanding obligations to its
lenders and remains debt-free. The Reserve Bank of India
(RBI) has removed the Corrective Action Plan (CAP) imposed
in 2018, effective July 23, 2025, thereby paving the way for
the recommencement of business operations. Additionally,
the Hon'ble Delhi High Court on July 22, 2025 ordered to
remove "fraud" classification assigned by certain banks in
the past.

•    Religare Housing Development Finance Corporation Limited
(RHDFCL), despite reporting losses during the year, has made
positive strides in strengthening its business foundation.
RHDFCL has successfully entered into strategic co-lending
partnerships with established financial institutions. These
collaborations are expected to enhance RHDFCL's lending
capacity, mitigate risk and support its future growth strategy.

(i)    Consolidated Performance

We recorded a 'Profit Before Tax (after exceptional item)'
of I 24,330.01 Lakhs for FY 25 as compared to 'Profit
Before Tax (after exceptional item)' of I 44,768.66 Lakhs,
for FY24. 'Profit After Tax' was I 18,332.43 Lakhs for FY25
as compared to 'Profit After Tax' of I 34,741.17 Lakhs for
FY24. Total Comprehensive Income / (Loss) attributable to
the Owner of the Company for FY25 is I 16,706.15 Lakhs
as compared to I 26,668.68 Lakhs in FY24. Basic earnings
per share decreased to I 3.79 in FY25 from I 7.13 in FY24.

(ii)    Standalone Performance

We recorded a 'Loss Before Tax' of I 4,111.74 Lakhs for
FY25 as compared to a 'Loss Before Tax' of I 7,187.55
Lakhs for FY24. 'Loss After Tax' was I 3,754.28 Lakhs for
FY25 as compared to 'Loss After Tax' of I 6,535.37 Lakhs
for FY24. Total Comprehensive Income / (Loss) for FY25
is '(3,809.02) Lakhs as compared to '(6,582.20) Lakhs
in FY24. Basic earnings per share increased to '(1.14) in
FY25 from '(1.98) in FY24.

(iii) Operating Performance of Businesses

Our Health Insurance business, Care Health Insurance
Limited in which REL holds a 62.84% equity stake as on
March 31, 2025, registered a GWP of I 8,56,199¹Â Lakhs,
a growth of 22% over the previous financial year; which
reported a Gross Written premium of I 7,02,193 Lakhs.
As of March 31, 2025, CHIL has established a Pan-India
distribution network of 269 branches. It services over
1,455+ locations across the Country and providing health
services through a network of over 21,610 hospitals and
healthcare centres. It offers 44 products to cater to
varied customer needs. CHIL has a differentiated service
offering for corporate businesses, like wellness programs
& preventive health check-up, thereby helping in
negotiating better premiums and for improved customer
stickiness. It follows a multi-channel distribution strategy
through individual agents, corporate agents, brokers,
bancassurance and online; and its major focus is on retail
and SME customers.

¹Â GWP of I 8,56,199 Lakhs has been calculated in accordance with the new 1/n accounting method. According to the old accounting method
the GWP stands at I 9,22,285 Lakhs.

 

SUBSIDIARIES & JOINT VENTURES

As at March 31, 2025, your Company has 23 direct and indirect subsidiaries. During the year under review, the businesses of the
Company and its subsidiaries and changes, if any, have been explained elsewhere in this report and Management's Discussion
and Analysis Report.

Events/Developments in Subsidiaries

 

S.No	Name of the Company/Subsidiary	Remarks
1	MIC Insurance Web Aggregator Private Limited (MIC)	Due to sub-optimal business operations and continued decline in net worth, the Company took a conscious call to, inter-alia, suspends the operations of MIC
2	Religare Broking Limited & Religare Digital Solutions Limited	Hon'ble NCLT, Delhi vide Order dated June 13, 2025 approved the Scheme of Arrangement transferring E-Governance business from Religare Broking Limited to Religare Digital Solutions Limited a wholly owned subsidiary of RBL

 

Our Broking business experienced a mixed financial
performance, marked by headwinds in the broking
segment and strong growth in other areas i.e. wealth
distribution business and e-governance. RBL's ADTO
declined by 38% year-on-year to 1 9,99,624.06 lakhs in
FY25 from 1 16,07,034.60 Lakhs in FY24. Consequently,
brokerage income decreased by 7.5%, from 1 20,217.56
lakhs in FY24 to 1 18,709.46 lakhs in FY25.

Amidst the slowdown in the broking business, an
exceptional growth is reported by RBL on a consolidated
basis in the wealth distribution business, where revenue
surged by 86% to 1 3,034.13 Lakhs in FY25, up from
1 1,631.61 Lakhs in FY24. Expansion was also evident
in the e-governance business, where the number of
franchisees increased by 20% year-on-year from 43,823
in FY24 to 52,669 in FY25. Broking Client acquisition
improved modestly, with 47,691 new customers added in
FY25, compared to 45,045 in FY24, reflecting a 6% year-
on-year increase.

On a consolidated level-including subsidiaries Religare
Commodities Limited and Religare Digital Solutions
Limited—total revenue rose by 3.6%, from 1 36,974.21
lakhs in FY24 to 1 38,306.71 lakhs in FY25, demonstrating
steady topline growth despite a softer market backdrop.
Consolidated profit after tax and other comprehensive
income stood at 1 3,066.85 lakhs in FY25, compared to
1 3,885.07 lakhs in the previous year, impacted by the
cyclical pressures within the broking business while
maintaining a healthy profitability level. ¹

On July 22, 2025, the Hon'ble Delhi High Court quashed
the fraud classification by 14 lenders against RFL and
directed them to ensure its removal from RBI's Central
Fraud Registry within two weeks.

RFL's subsidiary, Religare Housing Development Finance
Corporation Limited focuses on providing affordable
housing finance to low-income segment customers,
particularly those engaged in informal sectors, in
urban and semi-urban areas of the Country. The total
book stands at 1 18,707 Lakhs as on March 31, 2025 in
accordance with Ind-AS while the total income and PAT
after OCI for the financial year were respectively 1 3,232
Lakhs and 1(1,284) Lakhs. The average ticket size for the
home loans has been around 1 10.68 Lakhs. RHDFCL has
a pan India presence with a network of 26 branches. To
position itself as a future-ready company, RHDFCL aims
to maximize digitization in its processes and is working
towards enabling an efficient workforce.

CHANGE IN NATURE OF BUSINESS

During the year under review, there was no change in the
nature of business of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management's Discussion and Analysis Report for the year
under review detailing economic scenario and outlook, as
stipulated under Schedule V of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 ("SEBI LODR
Regulations") is presented in a separate section and forms an
integral part of this Report.

DIVIDEND AND RESERVES

The Company has not declared dividend for conserving
reserves for growth purposes.

The members may please note that the Reserve Bank of India
("RBI") vide its letter dated April 05, 2019 has advised the
Company to stop paying dividends till further orders from
RBI and has continued that restriction vide its letter dated
December 19, 2019.

The Company has in place a board-approved Dividend
Distribution Policy ("the Policy") pursuant to the requirement
under the SEBI LODR Regulations. A copy of the same has
been uploaded on the website of the Company and can be
accessed through the link i.e. Religare_Dividend_Distribution_
Policy_2024.pdf

As at March 31, 2025, your Company has a joint venture viz.
IBOF Investment Management Private Limited in which the
Company holds 50% share capital.

In terms of Section 129(3) of the Companies Act, 2013 ("Act"),
your Company has prepared a statement containing the salient
features of the Financial Statements of our subsidiaries & joint
venture in the prescribed format AOC-1 which is attached to
the Consolidated Financial Statements of the Company. The
said statement contains a report on the performance and
financial position of each of the subsidiaries and hence is
not repeated here for the sake of brevity. Further, the details
of major subsidiaries of the Company and their business
operations during the year under review are covered in the
Management's Discussion and Analysis Report.

MAJOR EVENTS / UPDATES

1. Conclusion of Open Offer

The Company had received a Public Announcement
dated September 25, 2023, regarding an Open Offer to
the Public Shareholders of the Company on behalf of
M.B. Finmart Private Limited, Puran Associates Private
Limited, VIC Enterprises Private Limited, and Milky
Investment & Trading Company (collectively referred as
the "Acquirers"/"Burman Group"). The offer pertained to
the acquisition of up to 9,00,42,541 fully paid-up equity
shares of face value of 1 10/- each representing 26.00%
of the Expanded Voting Share Capital of the Company.

The Open Offer was made in accordance with and
pursuant to the Securities and Exchange Board of
India (Substantial Acquisition of Shares and Takeovers)
Regulations, 2011 including subsequent amendments
thereto ("SAST Regulations") and was subject to requisite
statutory and regulatory approvals.

The Acquirers obtained approval from Competition
Commission of India ("CCI") as detailed in the Press
Release dated January 23, 2024.

Subsequently, on July 22, 2024, the Company and its
subsidiaries submitted applications to the concerned
Regulatory Authorities, including the Reserve Bank of
India, seeking approval for the proposed change in
shareholding, control, management of the Company
and its subsidiaries, as applicable under the Open Offer.
Following these submissions, the Company and its
subsidiaries secured all necessary regulatory approvals
for the change in shareholding / control / management,
as applicable. RBI granted approval for the change in
control/shareholding on December 09, 2024.

Following the receipt of necessary statutory and
regulatory approvals, the Acquirers issued a Letter of
Offer (LOF) dated January 18, 2025 to the shareholders of
the Company. The LOF outlined the schedule of activities
in compliance with the SAST Regulations including the
commencement date of the tendering period.

The Committee of Independent Directors ("Committee"
/ "COID") constituted under Regulation 26(6) of SAST
Regulations, issued a written, reasoned recommendations
regarding the Open Offer to the shareholders of the
Company. This was done in accordance with the
Regulation 26(7) of the SAST Regulations.

On February 19, 2025, the Acquirers notified the
Company that as part of the Open Offer process, they
acquired 231,025 equity shares representing 0.07% of the
outstanding paid-up share capital as at the date. Further,
pursuant to the completion of acquisition of shares by
them under the Open Offer, they had already acquired
13,200,000 Equity Shares, by way of purchase orders
executed on January 31, 2024, representing 3.99%, of the
outstanding paid up Share Capital as at the date.

The shares were purchased through execution of
purchase orders and were transferred from the escrow
demat account to the respective Acquirers' account

Further, Central Bank of India informed in July 2024 that
it had removed the fraud tag label from its database and
communicated the same to RBI for deletion from the CFR.
RBI confirmed in August 2024 that the classification had
been deactivated and removed from the CFR database.

On July 22, 2025, the Hon'ble Delhi High Court quashed
the fraud classification by 14 lenders against RFL and
directed them to ensure its removal from RBI's CFR within
two weeks.

Removal of Corrective Action Plan by RBI

The RBI, vide its letter dated January 18, 2018, had
advised RFL to adhere to the Corrective Action Plan
(CAP), which restricted expansion of credit/investment
portfolios (except investment in government securities)
and prohibited dividend payments. These restrictions
were imposed due to past instances of financial
mismanagement by the erstwhile promoters, including
siphoning off I 2,037 crore through Corporate Loan Book
(CLB) transactions, misappropriations of RFL's fixed
deposit with Laxmi Vilas Bank (now DBS Bank), and other
non-core investments.

RFL subsequently filed the application with RBI for removal
of CAP, providing all requisite information, documents and
evidence of corrective actions taken.

On September 17, 2024, RBI stated that the request for
removal could only be considered after clarity on the
Company's management structure, particularly in light
of the Open Offer proposal for the parent company, REL.
Following completion of Open Offer in February 2025, RFL
made further submissions to RBI in March and May 2025
requesting withdrawal of CAP restrictions.

On July 23, 2025, RBI vide its letter no. CO.DOS.SED.
No.S3284/07-02-001/2025-2026, confirmed withdrawal
of all conditions imposed under CAP with immediate
effect. RBI noted RFL's compliance with CAP directives,
including change in management and Board composition
and permitted resumption of normal business operations.

Way Forward for RFL: A Promising Outlook for
2025-26

For FY 2025-26, RFL will focus on advancing its IT
transformation to enhance operational efficiency and
customer experience, while building a granular and
diversified portfolio to strengthen asset quality. The
Company remains committed to an employee first
approach, fostering an inclusive and growth oriented
workplace. Efforts will be directed towards reinforcing
corporate and compliance practices and strengthening
enterprise risk management frameworks to ensure
sustainable growth and resilience.

 

on February 18, 2025. As, a result of the successful
completion of the Open Offer and the consequent
Change of Control, the Acquirers have been classified as
the Promoter of the Company. As at March 31, 2025, the
Promoter held 25.67% stake in the Company.

2.    Constitution of Administrative Committee

An Administrative Committee, comprising of Senior
Managerial Personnel from the Group, was constituted
by the Board of the Company in February 2025. The
role of this committee is to oversee and manage the
administrative functions of the Company as well as
approve certain strategic and financial decisions by
majority, till the time a Whole-time Director is appointed.

3.    Reconstitution of the Board of Directors

The Board of Directors underwent significant reconstitution
during the financial year to align with evolving governance
standards and regulatory expectations. Mr. Hamid Ahmed
tendered his resignation from the Board effective February
4, 2025. Subsequently, the role of Executive chairperson
ceased on February 07, 2025. As part of Board's ongoing
commitment to strengthen independent oversight, two
Independent Directors - Mr. Rajender Mohan Malla and
Mr. Shrikant Shreeniwas Somani were appointed on
February 21, 2025. Additionally, the Reserve Bank of India
also approved the appointment of three Non-Executive
Non-Independent Directors that were nominated by
the Promoter Group - Mr. Arjun Lamba, Mr. Gurumurthy
Ramanathan and Mr. Suresh Mahalingam on July 08, 2025.

These newly inducted Directors bring a wealth of
experience and domain expertise across sectors such as
finance, risk management, regulatory affairs and business
strategy. Their diverse backgrounds are expected to
significantly strengthen the strategic oversight and
governance capabilities of REL and its subsidiaries,
positioning the Group for sustainable growth and
operational excellence.

4.    Suspension of MIC Operations

In line with its strategic diversification efforts, the
Company acquired MIC an IRDAI registered insurance web
aggregator platform, from the Indian Express Group. The
acquisition was aimed at strengthening the Company's
digital presence in the insurance distribution space.

Due to restrictions under the Open Offer, the Company
could not raise funds for MIC through equity capital
infusion. To support MIC's interim operations, the
Company sanctioned inter corporate loans in January
2024 and 2025.

However, given the continued financial stress and lack of
capital support, the Board of REL decided to suspend all

operations of MIC until feasibility of its business model
is re-evaluated. These actions reflect the prudent and
conservative approach in safeguarding stakeholder
interests and ensuring financial discipline across
the Group.

5.    Preferential Issue

The Board of Directors, at its meeting held on July 11,
2025, approved a proposal to raise long term capital by
way of preferential allotment of warrants convertible into
equity shares on a private placement basis, from time to
time in one or more tranches. Subsequently, at the EGM
held on August 08, 2025, the shareholders approved the
issuance of warrants. This initiative is aimed at supporting
the future growth trajectory of the Company and
strengthening its financial position to enable strategic
investments across subsidiaries. The Company proposes
to issue up 6,38,29,782 convertible warrants at an issue
price of I 235 per warrant, aggregating to approximately
I 1,500 crores. Each warrant will be convertible into one
fully paid-up equity share of face value I 10 each, within
a period of 18 months from the date of allotment.

Utilization of Proceeds:

The proceeds from the proposed preferential allotment
will be strategically deployed as follows:

•    Investment in Health Insurance Subsidiary

•    Investment in Broking Subsidiary

•    Investment in Housing Finance Subsidiary

•    Debt Repayment

•    General Corporate Purposes

The proposed preferential issue underscores the
commitment demonstrated by Promoter Group and
other investors in strengthening the financial position and
accelerating value creation for the Company.

6.    Revival of Religare Finvest Limited
Removal of Fraud Tag

During the year, significant progress was made in removing
the "fraud" classification previously recorded against RFL
by certain banks.

On December 18, 2023, the Hon'ble Delhi High Court set
aside State Bank of India's (SBI's) action of classifying
RFL's account as fraud and directed SBI to take corrective
action. SBI subsequently confirmed in January 2024 that
the record of RFL as fraud had been removed from the
Central Fraud Registry (CFR). Similar confirmations were
received from Bank of Maharashtra and Union Bank of
India in March, 2024

7. Composite Scheme of Arrangement

I n FY 2022-23, Religare Broking Limited ("RBL" or "the
Transferor Company"), a wholly owned subsidiary of the
Company, and Religare Digital Solutions Limited ("RDSL"
or "the Transferee Company"), wholly owned subsidiary of
RBL, approved a Scheme of Arrangement ("the Scheme")
under section 230-232 of the Companies Act, 2013. The
Scheme inter alia provides for transfer of E-Governance
Undertaking of the Transfer or Company to the Transferee
Company on a "slump sale" basis, as a going concern with
the appointed date for the Scheme is April 01, 2022 in
accordance with provisions of the Scheme. Hon'ble NCLT
vide order dated June 13, 2025, approved the Scheme
of Arrangement between RBL and RDSL, with effect from
the Appointed Date, i.e., April 1, 2022, subject to certain
conditions as outlined in the Order. The Scheme of
Arrangement shall become effective upon compliance
with all procedural and statutory formalities and filing of
certified true copy of the Hon'ble NCLT Order with the
Registrar of Companies ("RoC") and accounting impact
thereof will be taken in the accounts accordingly.

REGULATORY UPDATES
Reserve Bank of India
Inspection FY 2023-24

RBI conducted a supervisory risk assessment of the Company
under section 45N of the Reserve Bank of India Act, 1934 with
respect to the financial position as on March 31, 2024. The
Supervisory Letter from RBI indicating supervisory rating along
with major supervisory concerns was received by the company
in September 2024 for which replies indicating comments /
compliance were furnished within the timeline specified.

Inspection FY 2024-25

RBI conducted a supervisory risk assessment of the Company
under section 45N of the Reserve Bank of India Act, 1934, with
respect to the financial position as on March 31, 2025. The
Supervisory Letter from RBI indicating supervisory concerns
was received by the Company in July 2025 for which replies
indicating comments / compliance will be furnished to RBI
within the timeline specified.

Securities and Exchange Board of India (SEBI)

Interim Order cum Show cause notice

The Company received an Interim Order cum Show Cause
Notice (REF. WTM/ASB/CFD/CFD-RAC-DCR-1/30516/2024-25
dated June 19, 2024 from SEBI) on June 20, 2024 ("Order cum
SCN"). The ex-parte Order cum SCN was issued to the Noticees
i.e. the Company and each of its Directors. Para 33 of the Order
cum SCN inter alia contained directions, in exercise of the
powers conferred under Sections 11(1), 11(4) and 11B(1) read
with Section 19 of the SEBI Act, 1992, to furnish within seven
days of the date of the order, an undertaking that Noticees

shall apply to the regulatory authorities including RBI on or
before July 12, 2024 for all the requisite statutory approvals
that are necessary for proceeding with the open offer by the
Acquirers (i.e. Burman Group who have made open offer to
the shareholders of the Company vide Public Announcement
dated September 25, 2023); to take all necessary steps to
facilitate the Acquirers to fulfil their obligations under SAST
Regulations, 2011; and to forthwith constitute Committee
of Independent Directors, in terms of Reg 26(6) of SAST
Regulations, 2011, if not already constituted.

In addition, under Para 34 of the Order cum SCN, a show cause
notice was issued to the Noticees as to why further action
under Section 11, 11(4) and 11B of the SEBI Act, 1992 should
not be initiated against the Noticees restraining them from
accessing the securities market for a specified period and
from associating with any listed company, etc. Pertinently,
under Para 35 of the SEBI Order, a time period of 14 days was
provided to the Noticees to reply to their objections.

The Order cum SCN alleges that:

the Company has violated provisions of Regulation 26 of SAST
Regulations, 2011 and has failed to adhere to the underlying
principles governing the SAST Regulations, 2011. Further,
Noticee 1 is also alleged to have violated the provisions of
Regulations 4(2)(a) and (d) of the LODR Regulations, 2015.

Noticees 2 to 7 who are directors of the Company are
responsible for the affairs of the Company and therefore for
the contraventions done by the Company. Further, Noticees 2
to 7 have also allegedly violated the provisions of Regulation
4(2) (f) of the LODR Regulations, 2015.

The Company and its Directors (hereinafter "Appellants")
preferred an appeal before the Securities Appellate Tribunal
("SAT"), Mumbai against the Order cum SCN. Upon hearing the
matter on July 10, 2024, the SAT has passed an Order dated
July 10, 2024.

The relevant excerpts of the SAT Order are as under:

The Appellants have been granted time till July 22, 2024 to
file the necessary application to the Regulatory Authorities
including Reserve Bank of India ("RBI"), without prejudice to
the rights and contentions including in the appeal, in order to
comply with the directions contained in the Order cum SCN;

Directions contained in para 35 of the Order cum SCN requiring
Appellants to file the reply / objection to the SCN cum Order
have been stayed.

In compliance with the SAT Order, an application has been
submitted by the Company to the RBI on July 22, 2024. The
respective subsidiaries of the Company have also submitted
the applications to their regulators on July 22, 2024.

On July 21, 2025, the appellant i.e. REL had withdrawn the
appeal with liberty to approach SEBI for any appropriate
direction within two weeks.

Further, the Company has filed an application with SEBI praying
the SEBI to:

•    Take on record the compliance and remedial measures
undertaken by the Company following the issuance of
the SCN, including timely submission of undertakings
and regulatory applications, and confirm discharge of the
Company from the SCN and related proceedings;

•    Take appropriate action against Noticee No. 2 i.e. erstwhile
Executive Chairperson of the Company, namely, Dr. Rashmi
Saluja, as SEBI may deem appropriate.

Serious Fraud Investigation Office (SFIO)

In the matter of ongoing investigation of the Company initiated
by SFIO in February 2018, as ordered by Ministry of Corporate
Affairs, Government of India, the Company and its subsidiaries
have been providing the requisite information / documents
from time to time thus extending all possible co-operation to
the authority.

LEGAL UPDATES

•    Petition for rectification of Register of Members of
the Company

Loancore Servicing Solutions Pvt. Ltd had filed a petition
before the Hon'ble NCLT, Delhi under Sections 58 and
59 of the Companies Act, 2013 seeking rectification of
Register of Members of the Company. The petition was
dismissed for default vide order dated November 11,
2022 issued by the Hon'ble NCLT. Subsequently, Loancore
filed an application for restoration of the said petition,
which was also dismissed on October 18, 2024.

•    Corporate Loan Book

RFL has an exposure of I 81,468 Lakhs as of March 31,
2025 towards the Corporate Loan Book ("CLB") after de¬
recognising 60% CLB basis of upside sharing agreements
with secured lenders. RBI had raised concerns regarding
the credit worthiness of the borrowers, credit appraisal
and loan sanctioning mechanism followed by RFL in
respect of this book. The management reviewed the
portfolio and the financial reports of respective borrowers
to assess the recoverability of the said loans. Based on
the maturity dates of the loans, recovery steps were
initiated and the financial reports of the borrowers, RFL,
on a prudent basis had, made full provision of I 81,468
Lakhs during the previous years against this portfolio.

REL and RFL had initiated insolvency proceedings before
the National Company Law Tribunal ('NCLT'), New Delhi
against the concerned borrowers forming a part of the
CLB category. Daiichi has sought impleadment and
dismissal of petitions. The matter is pending at the stage
of admission for completion of pleadings.

Further, RFL's insolvency petition against one of the
borrower i.e. Annies Apparel was withdrawn by RFL as the
borrower is already undergoing liquidation in a separate
proceeding, wherein RFL's claim has been accepted by the
Court. The Liquidation proceedings are currently ongoing.

RFL also filed criminal complaint before the Economic
Offence Wing ('EOW'), Delhi on December 19, 2018 against
the erstwhile promoters and their other associated
persons and entities for various criminal actions. An F.I.R.
no. [50/2019] was registered under Sections 409, 420 and
120-B of Indian Penal Code, 1860. The matter is pending
before the Hon'ble Court for prosecution evidence.

The Zonal Office of Enforcement Directorate ('ED') has also
registered an enforcement case under the Prevention of
Money Laundering Act, bearing ECIR no. 5 of 2019 on the
basis of aforementioned F.I.R. The matter is sub-judice.

RFL has recognized ECL / impairment in respect of its
entire exposure under the CLB portfolio as of March 31,
2025 and no further financial implications are expected
on RFL in this regard.

Religare Comtrade Limited (now merged into REL) had
also filed an insolvency petitions against its borrowers.
Further, REL filed an insolvency petition against borrower
'ANR Securities', before the Hon'ble NCLT, New Delhi.
Daiichi has sought impleadment and dismissal of
petitions. The matter is pending at the stage of admission
for completion of pleadings.

• Fixed Deposits with Lakshmi Vilas Bank

As disclosed in the previous year's reports, RFL had filed
a suit in May 2018 before the Hon'ble Delhi High Court for
recovery of fixed deposits amounting to I 79,145 Lakhs
(excluding I 2,703.39 Lakhs interest accrued and due
till the date of original maturity i.e. July 20, 2018) which
were allegedly misappropriated/ adjusted by Lakshmi
Vilas Bank (LVB) against the loans given to erstwhile
promoter group companies in the prior years. RFL filed
an application for substitution of LVB with DBS Bank India
Limited (DBS) which was allowed. RFL moved another
application for amendment of suit under Order 6 Rule
17 which was allowed by the Hon'ble Court vide Order
dated December 15, 2023. DBS challenged the said order
before the Appellate Court and the Hon'ble Supreme
Court, both of which were dismissed. Further, LVB's

Application u/O-VII R-11 seeking dismissal of plaint was
also dismissed vide order dated December 03, 2024. DBS
filed a Special Leave Petition against the order, which was
also dismissed. The impleadment application of State
Bank of India's "SBI" was allowed by the Delhi High Court.
DBS challenged the said order in a Special Leave Petition
before the Hon'ble Supreme Court. The Supreme Court
has upheld SBI's impleadment, however it disapproved
of the High Court's observations on merits, considering
them to be prejudicial. Notices have been issued to the
newly impleaded defendants namely Malvinder Mohan
Singh, Shivinder Mohan Singh, RHC Holdings Pvt. Ltd. and
Ranchem Pvt. Ltd. The matter is sub-judice.

The ED has suo-moto lodged an ECIR based on the
FIR registered by EOW and the same is currently
under investigation.

•    Daiichi Sankyo Company Ltd. ("Daiichi") vs. Malvinder
Mohan Singh (MMS) & Ors (Delhi High Court)

Daiichi Sankyo Company has filed execution proceedings
against REL, RCML and RCMIML. These entities have been
impleaded as garnishee. Further, in the said execution
proceedings, Daiichi has obtained a status quo order on
the brand "Religare" by allegedly suppressing the fact
that the entire shareholding of M/s Elive Infotech Pvt. Ltd.
("Elive") has been pledged in favor of RFL as a security
for various loans to group companies of RHC. RFL had
filed an objection application in the said application.
Elive Infotech has filed an application seeking sale of the
Religare Trademarks and payment of approx I 323 Crores
from REL, citing unauthorized usage of the Religare and
allied Trademarks in light of the Brand License Agreement
executed with RHC. REL and RFL have filed objections/
replies to Elive's application.

Furthermore, RFL has filed objections regarding the sale
of certain land parcels as mentioned in E.A. 185 of 2022.
Daiichi has also filed application seeking a forensic audit
of the Religare Group Companies pursuant to the order
dated September 22, 2022 passed by Hon'ble Supreme
Court. REL and RFL have filed their replies and objected
to the same. The matter is sub-judice.

•    Shivinder Mohan Singh (SMS) vs. REL & Ors, (Saket
District Courts, New Delhi)

SMS has filed a suit for declaration against the REL and
its subsidiaries i.e. RFL, RCL, RSL, RCML, RCTL, RCMIML -
along with few members from the management before
the court of Additional District Judge ('ADJ'), Saket
Court, New Delhi. The suit seeks a declaration that the
termination of the Indemnity cum Release Agreement
dated November 14, 2017 vide communication dated
September 10, 2018, issued by REL & its subsidiaries, is
illegal and void-ab-initio. SMS contended that the said

agreement remains enforceable as per law. The Religare
entities have already filed their written statement in
response to the suit. Furthermore, an application under
Order 7 Rule 11 of the CPC, 1908 has also been filed on
behalf of Religare entities, seeking dismissal of the suit.

The suit has also impleaded some of the current
Independent Directors. Application under Order 1 Rule
10 of the CPC, 1908 have been filed seeking their deletion
from the memo of parties. The Hon'ble Court has closed
the defendants' right to file reply to the said application.
The matter is sub-judice.

•    M.B. Finmart & Ors. Vs. ROC of NCT of Delhi and
Haryana

M.B Finmart Pvt Ltd., Puran Associates Private Ltd., VIC
Enterprises Private Ltd., and Milky Investment and Trading
Company (collectively referred as 'Acquirers') challenged
the order dated August 22, 2024 passed by the ROC
of Delhi and Haryana, whereby the ROC had allowed
the application made by REL seeking an extension of
three months for conducting its AGM for the Financial
year ending March 31, 2024 under Section 96 of the
Companies Act, 2013. This Writ Petition was dismissed
vide order dated August 30,2024.

An Appeal was filed by the acquirers against the dismissal
order dated August 30, 2024 in W.P.(C) 12025/2024. The
said appeal was dismissed as withdrawn on April 08, 2025.

•    Sapna Govind Rao vs. Union of India & ors. (Delhi
High Court)

Sapna Govind Rao has filed a writ petition and seeking,
inter-alia, issuance of a writ of certiorari or any other
appropriate directions for quashing and setting aside
the order dated December 09, 2024 issued by Reserve
Bank of India, whereby conditional approval was granted
for the acquisition and consolidation of REL and its
associated NBFC. The Hon'ble Court issued the notice to
respondents. In the interim held that the operation of the
RBI's order dated December 09, 2024 shall remain subject
to the outcome of the present writ petition. The matter is
now listed on August 26, 2025.

Sapna Govind Rao had also filed LPA against the interim
order of January 31, 2025 dismissing the stay application
for convening of the Annual General Meeting (AGM)
scheduled for February 07, 2025, passed in writ petition
seeking, to set aside the order and stay on (i) the open
offer process, (ii) the conditional approval of the RBI to
the open offer process, and (iii) the convening of the 40^th
AGM. The said appeals were dismissed as withdrawn on
April 07, 2025.

•    Dr. Rashmi Saluja v. SEBI & Ors (Delhi High Court)

Dr. Rashmi Saluja has filed the writ petition citing the
inaction of the acquirers as well as SEBI and Competition
Commission of India ('CCI') which Dr. Saluja contends has
violated her fundamental rights under Articles 14 and 19(1)
(g) of the Constitution. The prayers in the same are calling
for the records relating to RBI's Conditional Approval
Order dated December 09, 2024, and directing SEBI and
CCI to forthwith enforce and implement all the conditions
imposed under the said order in relation to the open offer
made by the Acquirers. Further, directing Respondents Nos.
1 and 2 to take action against the concerned personnel of
Respondent No. 3 for violating the RBI Conditional Approval
Order. No notice is issued in the matter. The matter is now
listed for September 16, 2025.

•    Dr. Rashmi Saluja v. SEBI & Ors (Delhi High Court)

The writ petition was filed by Dr. Rashmi Saluja against the
open offer. The petition was dismissed as withdrawn on
April 02, 2025.

•    Dr. Rashmi Saluja vs. Religare Enterprises Limited
(Delhi High Court)

The suit was filed by Dr. Rashmi Saluja seeking a declaration
that the Agenda item of the 40^th Annual General Meeting
of REL, pertaining to her re-appointment is illegal and
non-est. She also sought declaration that she is entitled
to serve on the board of the respondent till February 25,
2028. Furthermore, she requested a declaration that any
resolution passed by REL or its agents with respect to her
retirement is non-est and illegal. Additionally, an injunction
was also sought to restrain REL from retiring or removing
her from the Board till February 25, 2028. However, no
injunction was granted. Summons were issued. The
Independents Directors contended that the suit is not
maintainable. A written statement filed by REL. The matter
is now listed for hearing on September 27, 2025.

•    Dr. Rashmi Saluja vs Religare Enterprises Limited
[Delhi High Court]

Dr. Rashmi Saluja filed an appeal against the order dated
February 04, 2025 passed by the learned Single Judge
in CS(OS) 61/2025. By the impugned order, the learned
Single Judge dismissed the appellant's application under
Order 39 Rule 1 & 2 (IA No.2370/2025), in which the
appellant had sought an interim injunction restraining REL
from proceeding with the voting on a proposed resolution
dated January 15, 2025. The said appeal was dismissed
by order dated February 06, 2025.

•    Digvijay Laxhamsinh Gaekwad (Danny Gaekwad) vs.
Sapna Govind Rao & Ors. [Supreme Court of India]

Danny Gaekwad filed the SLP seeking a declaration that
an application made before SEBI on January 22, 2025, in
connection with the public offer dated January 18, 2025
was within the prescribed time limit under Regulation 20
of the SEBI (SAST) Regulation, 2011. The court directed
the appellant i.e. Digvijay Laxhamsinh Gaekwad (Danny
Gaekwad) or their nominee/applicant to deposit a sum of
I 600 crores, in the form of cash and/or bank guarantee,
on or before February 12, 2025. In case the amount is not
deposited by the said date, the directions in the present order
automatically vacated without any further reference to the
Court. An extension application to deposit I 600 crores was
allowed, extending the deadline till February 13, 2025. Since
no amount was deposited by Digvijay Laxhamsinh Gaewkad
as per court order the said SLP was subsequently dismissed.

•    RCTL now REL vs. RHC HOLDING PVT. LTD. (NCLT,
Principal Bench, Delhi)

RCTL, now REL filed an application for initiating a
Corporate Insolvency Resolution Process (CIRP) against
the corporate debtor, RHC Holding Pvt. Ltd., for a principal
amount of I 99 crores under Section 7 of the Insolvency
and Bankruptcy Code ('IBC'), 2016. The petition was
admitted on May 13, 2022. However, Daiichi filed an
appeal to stay the NCLT proceedings and the Hon'ble
NCLAT stayed the NCLT admission order. The said appeal
is listed before NCLAT on September 09,2025.

•    Religare Enterprises Ltd. Vs. Ligare Aviation Ltd
[NCLT, Principal Bench, Delhi]

An application was filed by REL under Section 7 of the
IBC, seeking initiation of CIRP against Ligare Aviation
Ltd. in respect of a debt of I 5.87 crores. The petition
was admitted on July 18, 2023 and Mr. Gautam Singhal
was appointed as IRP. The order of admission passed by
the NCLT has been challenged before the NCLAT by a
shareholder of Ligare Aviation Ltd. in Company Aappeal
(AT)(INS)No. - 992/ND/2023, titled Mr. Chandra Shekhar
Jha & Anr. Vs Religare Enterprises Ltd & ORS. Additionally,
Daiichi has also filed an appeal before the NCLAT in
Company Appeal (AT)(INS) No.- 1238 of 2023 & I.A. No.
4375 of 2023, challenging the NCLT order Delhi dated
July 18, 2023 (Order of Admission of CIRP against Ligare
Aviation Ltd.) The said appeals are listed before before
NCLAT on September 09, 2025.

•    Religare Enterprises Ltd. Vs Competition Commission
of India (CCI) & Ors. Competition Appeal (AT) 4 of
2024 (NCLAT)

REL filed an appeal against the order dated January 23,
2024 wherein, a combination consisting of REL and Puran
Associates Private Ltd., VIC Enterprises Private Ltd., M.B.

Finmart Private Limited and Milky Investment and Trading
Company (collectively, the Acquirers) was approved
under Section 31(1) of the Competition Act, 2002,
pursuant to an application filed unde r Section 6(2) of the
Competition Act, 2002 (Impugned Order). REL challenged
the order on various grounds, including, substantial
procedural lapses by CCI in relation to a pending inquiry
under Section 43A regarding the said application and
failure to consider various correspondences from REL
concerning the alleged ineligibility of the Acquirers under
the Fit and Proper criteria as envisaged under the SEBI
(SAST) regulations, 2011. The matter was withdrawn on
March 04, 2025.

• Appeal against IRDAI order dated July 23, 2024

The Insurance Regulatory and Development Authority
of India (IRDAI) vide its Order Number IRDAI/F&I/ORD/
MISC/106/7/2024 dated July 23, 2024 ("Order") has
directed the CHIL to comply with the following:

To cause a buyback of 75,69,685 shares of CHIL allotted
to Dr. Rashmi Saluja at the same price per share as the
exercise price (i.e., I 45.32 per share), in compliance with
applicable laws including the provisions of Companies
Act, 2013. The compliance and confirmation of the same
needs to be completed within 30 days from the date of
the Order.

To the extent of any stock options to Dr. Rashmi Saluja
which remains unexercised and/or unvested as on the
date of this Order, the Company is hereby directed
to cancel and revoke such stock options. In any event
Company shall ensure that no further grant and/ or
allotment shall be made to Dr. Rashmi Saluja. The
compliance and confirmation of the same needs to be
completed within 15 days from the date of the Order.

In order to secure the proper management of the
Company, from the date of the Order, any decision
made by the Board of the Company in relation to any
remuneration/ payment/ perquisite or other benefit,
monetary or otherwise in relation to any member of
the Board including MD & CEO of the Company, shall be
implemented by the Company only after prior approval
of IRDAI, till further orders.

In accordance with the powers vested under Section 102,
a penalty of I 1 crore (Rupees One Crore only) is imposed
on the Company which is to be deposited within 45 days
from the date of the Order.

The Board of Directors of the Company preferred to file
an appeal before Securities Appellate Tribunal ("SAT"),
Mumbai against the above Order. Upon hearing of the

matter on August 09, 2024, the SAT passed an Order
dated August 09, 2024 stating as under:

-    The directions contained in Paragraph 22 (a) & 22 (b)
of the Order pertaining to the Buyback of 75,69,685
shares of the Company allotted to Dr. Rashmi Saluja
& Cancellation and Revocation of unexercised and
/ or unvested stock options of Dr. Rashmi Saluja,
shall remain stayed for a limited period of 12 weeks
with liberty to the respondent to seek vacation /
modification of the order after filing the reply;

-    Dr. Rashmi Saluja shall not deal with the 75,69,685
shares of the Company in any manner and maintain
status quo in respect of these shares and shall not
exercise option in respect of unexercised and, or
unvested stock options of the Company, if any;

-    The directions contained in Paragraph 23 of the Order
pertaining to payment of penalty of I 1 Crore (Rupees
One Crore only) by the Company shall remain stayed
subject to deposit of 50% of the penalty amount within
four weeks from the Order. The same shall be kept in
an interest bearing account with the IRDAI.

The matter was fixed for further hearing before SAT on
March 24, 2025. After hearing Counsel on both sides and
with the consent of all the parties, the SAT directed the
matter to be listed on July 17-18, 2025.

The appeal has been withdrawn by CHIL, and the
Securities Appellate Tribunal, Mumbai issued an order
dated June 10, 2025, dismissing the appeal as withdrawn.

Although CHIL has withdrawn its appeal, the matter is
sub-judice due to an appeal by Dr. Rashmi Saluja against
the order.

EQUITY SHARE CAPITAL

The Authorized Share Capital of the Company as on March
31, 2025 was ' 9,89,70,50,000 (Rupees Nine Hundred Eighty
Nine Crore Seventy Lakh and Fifty Thousand only) divided
into 82,77,05,000 (Eighty Two Crore Seventy Seven Lakh
Five Thousand only) Equity Shares of ' 10 (Rupees Ten only)
each aggregating ' 8,27,70,50,000 (Rupees Eight Hundred
Twenty Seven Crore Seventy Lakh Fifty Thousand only) and
16,20,00,000 (Sixteen Crore Twenty Lakh only) Redeemable
Preference Shares of ' 10 (Rupees Ten only) each aggregating
' 1,62,00,00,000 (Rupees One Hundred Sixty Two Crore only).

During the year under review, the issued, subscribed and paid
up equity share capital of the Company was increased from
' 3,29,72,11,630/- (Rupees Three Hundred Twenty Nine Crores
Seventy Two Lakhs Eleven Thousand Six Hundred and Thirty
only) consisting of 32,97,21,163 (Thirty Two Crores Ninety
Seven Lakhs Twenty One Thousand One Hundred and Sixty

Three only) equity shares of ' 10/- (Rupees Ten only) each to
' 330,65,36,630/- (Rupees Three Hundred Thirty Crores Sixty
Five Lakhs Thirty Six Thousand Six Hundred and Thirty only)
consisting of 33,06,53,663 (Thirty Three Crores Six Lakhs Fifty
Three Thousand Six Hundred and Sixty Three only) equity
shares of ' 10/- (Rupees Ten only) each.

The issued, subscribed and paid up equity share capital
as on March 31, 2025 is ' 330,65,36,630/- (Rupees Three
Hundred Thirty Crores Sixty-Five Lakhs Thirty-Six Thousand
Six Hundred and Thirty only).

Post March 31, 2025 and till the date of this report, the
Company allotted 3000 Equity Shares of face value of ' 10/-
each at exercise price of ' 39.55 each pursuant to exercise of
stock options granted under the Religare Enterprises Limited
Employee Stock Option Plan 2019.

Pursuant to the said allotment, the issued, subscribed and
paid up equity capital of the Company stands increased from
' 330,65,36,630/- divided into 33,06,53,663 equity shares of
' 10/- each to ' 330,65,66,630/- divided into 33,06,56,663
equity shares of ' 10/- each.

PREFERENCE SHARE CAPITAL

The Company has two types of Preference Shares outstanding
as on date comprising 15 lakhs 13.66% Cumulative Non¬
Convertible Redeemable Preference Shares of ' 10/- each
issued in 2008 (2008 Preference Shares) and 2.5 crores 0.01%
Non-Cumulative Non-Convertible Redeemable Preference
Shares of ' 10/- each issued in 2016 (2016 Preference Shares).

The Company did not redeem the 2008 Preference Shares
on due date of October 31, 2018 with Redemption value
amounting at I 4,190.28 Lakhs basis the interim application
filed in the matter of Daiichi Sankyo Company Limited vs.
Malvinder Mohan Singh & Others before the Hon'ble High
Court of Delhi disputing its liability as garnishee and praying
among other reliefs for the stay of redemption pending the
outcome of investigations into the affairs of the Company
and its subsidiaries already initiated by SEBI and SFIO. The
Company has been served with warrants of attachment as
Garnishee, which is being contested / challenged. Further,
the Company has also filed a criminal complaint before the
Economic Offences Wing, Delhi Police for various offences
under the Indian Penal Code, 1860 w.r.t transactions relating
to issuance and redemption of said Preference Shares.

Further, due to non-payment of dividend by the Company
continuously for two years on 2016 Preference Shares, voting
rights triggered on these Preference Shares in terms of relevant
provisions of the Act. The Company has also not paid dividend
on 2008 Preference Shares but the Company has a letter dated
August 20, 2012 from then holder of these 2008 preference
shares irrevocably and unconditionally waiving off the voting

rights on 2008 Preference Shares. The Company has not
redeemed aforesaid 2016 Preference Shares with redemption
value amounting ' 4,212.75 Lakhs due for redemption on
August 30, 2021 and which is outstanding as of March 31, 2025.

The Company has filed the petition before the Hon'ble National
Company Law Tribunal, New Delhi Bench seeking rectification
of Register of Members of the Company by cancellation
of 2016.

Preference Shares and any other appropriate reliefs, including
interim relief with respect to freezing of voting rights and
dividend rights attached to the said 2016 Preference Shares.
The Hon'ble NCLT on September 29, 2021 directed ordering the
status quo on the respondents to restrain them from exercising
their voting power with the resolution until the further order.
Further, vide order dated December 16, 2021, it was affirmed
by Hon'ble Tribunal that interim order will continue. The matter
is sub-judice.

The Company on prudent basis had created a provision
of ' 2,941.67 Lakhs towards the potential interest liability
from the redemption date till March 31, 2023 on aforesaid
Preference Shares. However, based on its re-assessment of
the facts of the matter and as advised by the legal experts
as at March 31, 2023, the Company is of the view that there
will be no contractual or legal obligation on the Company to
pay any compensation/interest in lieu of the unredeemed
Preference Shares or on its redemption value irrespective
of what may be the final outcome of the matters regarding
the payment of total redemption value of ' 8,403.03 lakhs
which are presently sub-judice. Accordingly, the provision
created towards contingency of ' 2,941.67 lakhs was reversed
during the year ended March 31, 2023. However, the provision
towards the redemption value has been continued on prudent
/ conservative basis.

NON-CONVERTIBLE DEBENTURES

There are no outstanding non-convertible debentures as
on date.

PUBLIC DEPOSITS

Your Company has neither invited nor accepted any deposits
from public within the meaning of Section 73 of the Companies
Act, 2013 read with Companies (Acceptance of Deposits)
Rules, 2014 during the period under review.

ANNUAL RETURN

As per the requirements of Section 92(3) read with Section
134(3) (a) of the Companies Act, 2013 read with Rules framed
thereunder, copy of the Annual Return as on March 31, 2025
is available on website of the Company and can be accessed
through the link https://www.religare.com/annual-returns.

CAPITAL REQUIREMENTS

Your Company is registered with the Reserve Bank of India as
a Core Investment Company vide Certificate No. N-14.03222
dated June 03, 2014 and is classified as a NBFC - Middle
Layer in accordance with the RBI's Scale Based Regulation
Framework. As a Core Investment Company, your Company
is primarily engaged in the business of investment in shares
and lending to its group companies holding not less than 90%
of its net assets in the form of investment in equity shares,
preference shares, bonds, debentures, debt or loans in
group companies.

Being a Core Investment Company, the requirement of capital
adequacy is not in the form of Capital to Risk Weighted Assets
(CRAR) like conventional credit and investment companies.
The Company is required to -

a.    maintain minimum Adjusted Net Worth of 30% of its
aggregate risk weighted assets on balance sheet and risk
adjusted value of off-balance sheet items as on the date
of the last audited balance sheet as at the end of the
financial year; and

b.    restrict the outside liabilities up to 2.5 times of its
Adjusted Net Worth as on the date of the last audited
balance sheet as at the end of the financial year.

The Company is in compliance with the abovementioned
requirements as at March 31, 2025.

Further, based on the RBI's Scale Based Regulation for NBFCs
the Company also conducted an Internal Capital Adequacy
Assessment for FY 2024-25 as per the Company's ICAAP
Policy. It was observed that the Company was adequately
capitalized to cover for all material risks.

RELIGARE EMPLOYEES STOCK OPTION SCHEMES

Nomination and Remuneration Committee ("Committee") of
the Board of Directors of the Company, inter alia, administers
and monitors the Employees' Stock Option Schemes of the
Company in accordance with the Securities and Exchange
Board of India (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021.

During the year under review, the Committee granted Nil stock
options under the 'Religare Enterprises Limited Employees
Stock Option Plan 2019. Further 9,50,000 stock options were
granted after the closure of FY25 till the date of this report.

Details as required under the SEBI ESOP Regulations, of
Religare Employees Stock Option Plan 2019 ("ESOP Scheme
2019") have been uploaded on the website of the Company
and can be accessed through the link https://www.religare.
com/employee-stock-option-schemes

Certificate from the Secretarial Auditors confirming that ESOP
Scheme 2019 has been implemented in accordance with the
SEBI ESOP Regulations have been uploaded on the website of
the Company and can be accessed through the link https://
www.religare.com/employee-stock-option-schemes and will
be available for inspection by the members in the forthcoming
Annual General Meeting of the Company.

CHANGES IN DIRECTORS AND KEY MANAGERIAL

PERSONNEL

DIRECTORS

Following changes occurred in the directors of the Company
during the year under review:

•    Mr. Hamid Ahmed ceased to be Non-Executive & Independent
Director of the Company pursuant to his resignation dated
February 04, 2025 effective with immediate effect.

•    Dr. Rashmi Saluja, ceased to be Whole-Time Director
and consequentially as the Executive Chairperson of the
Company effective from February 07, 2025 after her re¬
appointment resolution failed to secure the requisite
majority votes at the Annual General Meeting (AGM) of the
Company held on February 07, 2025.

•    Mr. Rajender Mohan Malla and Mr. Shrikant Shreeniwas
Somani were appointed as Non-Executive Independent
Directors of the Company w.e.f. February 21, 2025

Further, pursuant to the communication received from
Promoter entities recommending the appointment of Mr. Arjun
Lamba, Mr. Gurumurthy Ramanathan, Mr. Suresh Mahalingam
and Mr. Abhay Kumar Agarwal as Directors to the Board of
the Company, the Company in its EGM held on April 10, 2025,
pursuant to the recommendation of the Nomination and
Remuneration Committee and Board on February 26, 2025,
appointed the aforesaid persons as Non-Executive & Non¬
Independent Directors which shall become effective upon the
receipt of RBI approval.

Accordingly, the Company made an application to RBI seeking
their prior approval for the appointment of above said persons
as Non-Executive and Non- Independent Directors to the
Board of the Company.

RBI, while disposing off the application of the Company, vide
its letter dated July 08, 2025 (RBI approval) has approved
appointment of following Directors effective from July 08, 2025: ²

•    Mr. Suresh Mahalingam (Non-Executive & Non-Independent
Director)

In accordance with the provisions of Section 152 of the Act,
Mr. Suresh Mahalingam (DIN: 01781730), retires at the ensuing
AGM, and being eligible, offers himself for re-appointment.
Brief details of Mr. Suresh Mahalingam, who is seeking
re-appointment, are given in the Notice of the AGM.

In the opinion of the Board, the Independent Directors
appointed are persons of integrity and fulfil requisite
conditions as per applicable laws and are independent of the
management of the Company.

Further in the opinion of the Board, the Directors appointed
possess requisite qualifications, experience, expertise,
proficiency and hold high standards of integrity.

KEY MANAGERIAL PERSONNEL (KMP)

In terms of Section 203 of the Act, following are the KMPs of
the Company as on March 31, 2025:

•    Mr. Anuj Jain, Company Secretary & Compliance Officer

*Dr. Rashmi Saluja ceased to be Executive Chairperson and
a Key Managerial Personnel of the Company effective from
February 07, 2025 after her re-appointment resolution failed
to secure the requisite majority votes at the Annual General
Meeting (AGM) of the Company held on February 07, 2025.

**Mr. Nitin Aggarwal ceased to be Group Chief Financial Officer
of the Company w.e.f. November 12, 2024. As on the date of
this Report, Mr. Pratul Gupta, Head- Strategy, M&A & IR of
the Company, who was appointed as Interim Chief Financial
Officer of the Company w.e.f August 12, 2025, is the Chief
Financial Officer of the Company.

***Ms. Reena Jayara ceased to be the Company Secretary and
Compliance Officer of the Company w.e.f. October 07, 2024

Further, Mr. Rajat Kalra was appointed as the Company
Secretary and Compliance Officer w.e.f. October 08, 2024 in
place of Ms. Reena Jayara. However, he resigned as Company
Secretary and Compliance Officer w.e.f November 22, 2024.

Further, Mr. Vinay Gupta was appointed as the Company
Secretary and Compliance Officer w.e.f. December 05, 2024
in place of Mr. Rajat Kalra. However, he resigned as Company
Secretary and Compliance Officer w.e.f February 17, 2025.

Mr. Anuj Jain has been appointed as Company Secretary and
Compliance Officer w.e.f. February 21, 2025.

DECLARATION BY THE INDEPENDENT DIRECTORS

All Independent Directors (IDs) have given declarations
that they meet the criteria of independence as laid down
under Section 149(6) of the Act and Regulation 16 of SEBI
LODR Regulations.

All the IDs of the Company have registered their names with
the data bank of IDs maintained by the Indian Institute of
Corporate Affairs (IICA).

In terms of Regulation 25(8) of the SEBI LODR Regulations,
the Independent Directors have confirmed that they are not
aware of any circumstances or situation which exist or may
be anticipated, that could impair or impact their ability to
discharge their duties.

In the opinion of the Board, Independent Directors qualify
the criteria of Independent Director as mentioned in the
Act and SEBI LODR Regulations and are independent of
the management.

All Independent Directors have registered themselves with the
Indian Institute of Corporate Affairs for the inclusion of their
name in the data bank of independent directors, pursuant to
the provision of Rule 6 (1) of Companies (Appointment and
Qualification of Directors) Rules, 2014.

Further, all the Directors of the Company have confirmed that
they satisfy the "Fit and Proper" criteria as prescribed in the
Directors Appointment & Fit and Proper Policy of the Company.

In compliance with the RBI Scale Based Framework, the
Company has received confirmation from all the Independent
Directors that they are not on the Board of more than three
NBFCs in Upper or Middle Layer.

BOARD EVALUATION AND INDEPENDENT
DIRECTORS' MEETING

Pursuant to the provisions of the Act and SEBI LODR Regulations,
the Board is required to carry out an annual performance
evaluation of its own performance, the performance of the
directors individually as well as the evaluation of the working
of its Committees.

The performance evaluation of the members of the Board, the
Board Level Committees and Board as a whole was carried
out in the Board meeting held on May 20, 2025 and August 12,
2025 as per the Board Evaluation Policy of the Company. The
Board expressed its satisfaction with the evaluation process.
The manner in which evaluation has been carried out and
criteria of evaluation has been explained in the Corporate
Governance Report.

The Independent Directors met without the presence of other
Directors or members of Management on May 20, 2025 to
inter-alia, carry out the performance evaluation.

All the Independent Directors were present at the meeting.
In the meeting, the Independent Directors reviewed
performance of Non-Independent Directors, the Board as a
whole and Chairperson. They assessed the quality, quantity
and timeliness of flow of information between the Company
Management and the Board.

APPOINTMENT & REMUNERATION POLICY

The Nomination and Remuneration Committee is authorized
to determine the criteria of appointment of Directors and to
identify candidates for appointment to the Board of Directors.
In evaluating the suitability of a person for appointment / re¬
appointment as a Director, the Committee takes into account
the eligibility, qualification, skills, expertise, track record,
integrity and fit and proper credential of the appointee. The
Committee also assesses the independence of Directors at the
time of their appointment / re-appointment as per the criteria
prescribed under the provisions of the Act, the rules made
thereunder and the SEBI LODR Regulations. The Board has
adopted the Director's Appointment & Fit and Proper Policy
in line with the requirements of the Act and RBI Guidelines.

The Company has the Remuneration Policies in place for
remuneration of Directors (Executive and Non-Executive), Key
Managerial Personnel, Senior Managerial Personnel and other
employees in line with the requirement of the Act, SEBI LODR
Regulations and RBI Guidelines on Compensation of the Key
Managerial Personnel, Senior Managerial Personnel in NBFCs
as issued by the RBI.

The Remuneration Policy(ies) are stated in the Corporate
Governance Report. The relevant Policy(ies) are being updated
regularly and have been uploaded on the website of the
Company and can be accessed through the link https://www.
religare.com/policies .

INTERNAL CAPITAL ADEQUACY ASSESSMENT
PROCESS (ICAAP)

In compliance with the RBI Scale Based Framework, the
NBFCs in Upper Layer and Middle Layer are required to
make a thorough internal assessment of the need for capital,
commensurate with the risks in their business, on similar lines
as ICAAP prescribed for commercial banks under Pillar 2
(Master Circular - Basel III Capital Regulations as amended).
The Company, being an NBFC in the Middle Layer, in compliance
with the regulatory requirements, formulated a comprehensive
Board - approved ICAAP Policy.

The objective of ICAAP is to assess on an ongoing basis
the adequacy of capital so as to ensure availability of
capital considering all risks in business so as to enable
better assessment, monitoring and management of risks as
well as efficient capital management and capital planning
commensurate with the business of the Company and risks
it is exposed to.

The Company conducted an Internal Capital Adequacy
Assessment as per the ICAAP Policy and presented the same
to the Group Risk Management Committee (GRMC) and the
Board. The ICAAP indicated that the Company is adequately
capitalized to cover for all the material risks including in
stress scenarios.

COMPLIANCE POLICY

In compliance with the RBI Circular dated April 11, 2022 on
'Compliance Function and Role of Chief Compliance Officer'
issued in furtherance to the Scale Based Regulation (SBR),
a Revised Regulatory Framework for NBFCs dated October
22, 2021, the Company has put in place a Board approved
Compliance Policy. Further, the Company has strengthened
processes to ensure effective tracking and monitoring of
regulatory compliances.

INFORMATION TECHNOLOGY AND CYBER SECURITY

RBI vide Master Direction - Information Technology Framework
for the NBFC Sector dated June 08, 2017 has laid down an
information technology framework for the NBFC sector to
formulate IT framework inter-alia on IT Governance, IT Policy,
Information and Cyber Security, IT Operations, IS Audit,
Business Continuity Planning and IT Services Outsourcing
by the NBFCs. Pursuant to the framework, the Company has
constituted the IT Strategy Committee.

Pursuant to the said directions / framework, the Company
has put in place policies which, inter alia, includes Business
Continuity Policy, Information Security Policy, Information
Technology Policy, Cyber Security Policy, IT Outsourcing
Policy etc. and has taken all appropriate measures necessary
to strengthen the IT environment and cyber security in
the Company.

BOARD/COMMITTEE COMPOSITION AND MEETINGS

During the financial year under review twenty (20) meetings
of the Board of Directors were held. A calendar of meetings is
prepared and circulated in advance to the Directors.

The Company has the following Board Committees:

1.    Audit & Governance Committee

2.    Nomination and Remuneration Committee

3.    Stakeholders' Relationship Committee

4.    Group Risk Management Committee

5.    Corporate Social Responsibility & ESG Committee

6.    Asset-Liability Management Committee

7.    Investment Borrowing & Share Allotment Committee

8.    IT Strategy Committee

9.    Committee of Independent Directors

10.    Review Committee²

*Review Committee was constituted on May 20, 2025 pursuant
to the Treatment of Wilful Defaulter and Large Defaulters Policy
of the Company read with RBI (Treatment of Wilful Defaulters
& Large Defaulters) Directions, 2024.

Further, the Committee of Independent Directors (COID)
constituted during the year on October 09, 2023 in terms of
the requirements of Regulation 26 (6) of the Securities and
Exchange Board of India (Substantial Acquisition of Shares
and Takeovers) Regulations, 2011 ("SAST Regulations"), to
publish reasoned recommendations on the open offer to the
shareholders of the Company in terms of Regulation 26(7) of
SAST Regulations at the appropriate time is no longer required
subsequent to the completion of Open Offer on February
18, 2025

Details of the composition of the Board and Committees
and changes therein, terms of reference of the Committees,
attendance of Directors at meetings of the Board and
Committees and other requisite details are provided in
the Corporate Governance Report which forms part of this
Annual Report.

The intervening gap between the Meetings was within the
period prescribed under the Act and the SEBI LODR Regulations

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

In compliance with Section 135 of the Act read with the
Companies (Corporate Social Responsibility Policy) Rules,
2014 as amended, the Company has established a Corporate
Social Responsibility ("CSR") Committee. The CSR Committee
has formulated and recommended to the Board, a CSR
Policy which provides the overview of projects or programs
and the guiding principles for selection, implementation and
monitoring of the CSR activities, which has been approved by
the Board.

The Company was not required to spend money under CSR
for financial year ended 2024-25 as prescribed under Section
135 of the Act as the Company incurred an average net loss of
' 3,659.38 Lakhs for previous three financial years.

Annual Report on CSR in the format prescribed in Companies
(Corporate Social Responsibility Policy) Rules, 2014 as
amended is attached as "Annexure A".

AWARDS & RATINGS

Following awards and recognitions were received by the
subsidiaries of the Company during the period under review -

Awards

•    Care Health Insurance Limited

-    Best Claim Settlement Company of the Year - India
Insurance Summit & Awards 2025

-    Overall Achievement Award 'SAHI' Category - ASSOCHAM
16TH Global Insurance Summit & Awards 2024

-    Best Health Insurance Plan 'Care Plus' - Global Financial
Planner's Summit 2024

-    Smart Insurer Award - ET NOW Insurance Summit &
Awards 2024

-    Sales Champion Award - ET NOW Insurance Summit &
Awards 2024

•    Religare Broking Limited

-    Enterprise Security Award - Express BFSI Technology
Conclave Awards 2025

-    Best Team Project- DevOps Automation (Financial
Services) - India DevOps Show 2025

Ratings

The Company did not have any ratings during the year under
review as there were no outstanding loans facility(ies) which
required a rating.

With respect to our subsidiary Care Health Insurance Limited
(CHIL), post March 31, 2025 India Ratings and Research has
affirmed the proposed Subordinated debt rating of 'IND A+'/
Stable of CHIL and has assigned Long-Term Issuer Rating of
'IND A+'/Stable to CHIL.

In Religare Broking Limited (RBL), CRISIL Ratings Limited has
reaffirmed its 'CRISIL BBB/Stable' (Long Term Rating) & 'CRISIL
A3+' (Short Term rating) rating on Bank Loan facilities of ' 350
Crore in February 2025. Post March 31, 2025 the loan amount
was enhanced to ' 500 Crores.

In February 2025, CARE Ratings Limited has reviewed its 'CARE
BBB/ CARE A3+ (RWP)' (Long Term/Short Term Bank Facilities)
ratings of upto ' 500 crores with ratings placed on Watch with
Positive Implications.

Post March 31, 2025, the credit rating by CARE Ratings was
upgraded to CARE BBB+;(Stable)/ CARE A2 for (Long Term/
Short Term Bank Facilities).

Religare Finvest Limited (RFL), does not have any credit rating
from any credit rating agency as on March 31, 2025.

The housing finance subsidiary Religare Housing Development
Finance Corporation Limited (RHDFCL) as on March 31, 2025,
had rating of CARE BB+ (Outlook: Stable) assigned to long term
bank lines of ' 500 Crores by Care Ratings Limited, [ICRA] BB
(Stable)/[ICRA] A4 assigned to long term/short term bank lines
of ' 400 Crores by ICRA ratings and IVR BBB- (Outlook: Stable)
to proposed Non-Convertible Debentures of ' 100 Crores by
Infomerics Ratings.

Further, in April 2025, ICRA Limited has upgraded rating of
long-term bank lines to [ICRA]BBB- (Stable) and [ICRA] A3.
RHDFCL. CARE Rating have also upgraded rating of Long Term
Bank Lines to BBB- (Stable) in August 2025.

LISTING ON STOCK EXCHANGES

The Equity Shares of the Company are listed on National
Stock Exchange of India Limited and BSE Limited. The annual
listing fees for the year 2024-25 have been paid to both the
Stock Exchanges.

STATUTORY DISCLOSURES

None of the Directors of your Company is disqualified as per
provision of Section 164(2) of the Act. The Directors of the
Company have made necessary disclosures, as required under
various provisions of the Act and the SEBI LODR Regulations.

CONSOLIDATED FINANCIAL STATEMENTS

As required under the Regulation 34 of SEBI LODR Regulations
and Section 129(3) of the Act, consolidated financial
statements of the Company and its subsidiaries are attached
to the Annual Report. The consolidated financial statements
have been prepared in accordance with Indian Accounting
Standard ("Ind AS")-103, "Business Combination" and Ind
AS-110 "Consolidated Financial Statements" issued by the
Institute of Chartered Accountants of India and notified by the
MCA. The audited consolidated financial statements together
with Auditor's Report form part of the Annual Report.

Though, the Company holds 100% equity share capital in
Religare Capital Markets Limited ("RCML"), however in the
present scenario controlling through voting rights of RCML is not
there with the Company. Beside this, the tripartite agreement
entered into, in financial year 2011-12, between REL, RCML and
RHC Holding Private Limited ("RHCHPL"), for providing financial
support to RCML by RHCHPL (by subscribing Preference
Shares of RCML), severe long term restrictions and significant
restrictive covenants on major decision making at RCML were
imposed by the holder of preference shares. Accordingly,
in view of the above, the financial statements of RCML and
its subsidiaries have been excluded from the consolidated
financial statements of the Company w.e.f. October 01, 2011,

in accordance with applicable accounting standards. The
Company has already provided fully for the entire investment
made by it in RCML in previous years.

The consolidated financial statements presented by your
Company, including financial information of all its subsidiaries,
excluding RCML and RCML's subsidiaries, have been duly
audited by the Statutory Auditors and the same is published
in your Company's Annual Report.

The financial statements of the Company and its subsidiaries
are placed on the Company's website at https://www.religare.
com/quarterly-annual-results.

CONSERVATION OF ENERGY AND TECHNOLOGY
ABSORPTION

Even though operations of the Company are not energy
intensive, the management has been highly conscious of
the importance of conservation of energy and technology
absorption at all operational levels and efforts are made in
this direction on a continuous basis. In view of the nature of
activities which are being carried on by the Company, the
particulars as prescribed under Section 134(3)(m) of the Act
read with Rule 8 of the Companies (Accounts) Rules, 2014
regarding conservation of energy and technology absorption
are not applicable to the Company and hence have not
been provided.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has incurred ' 0.35 Lakhs expenditure (previous
year: ' 30.73 Lakhs) in foreign exchange and earned Nil income
(previous year: I 10.78 Lakhs) in foreign exchange during the
year under review on a standalone basis.

MAINTAINANCE OF COST RECORDS

The Company is in the financial services industry. In view of the
nature of activities which are being carried on by the Company,
the maintenance of cost records as specified by the Central
Government under sub-section (1) of section 148 of the Act
is not applicable on the Company and hence such accounts
and records are not maintained.

TRANSFER TO INVESTOR EDUCATION AND
PROTECTION FUND

No amount was required to be transferred by the Company to
the Investor Education and Protection Fund (IEPF) during the
financial year under reporting.

The Company has appointed the Company Secretary as Nodal
Officer for the IEPF authority, the details of which are available
on the website of the Company at https://www.religare.com/
investor-contacts

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board of Directors,
to the best of their knowledge and ability, confirm that:

a)    i n the preparation of the annual financial statements
for the year ended March 31, 2025, the applicable
accounting standards have been followed along with
proper explanation relating to material departures;

b)    they have selected such accounting policies and applied
them consistently and made judgments and estimates
that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company at the end
of the financial year and of the Loss of the Company for
that period;

c)    they have taken proper and sufficient care for the
maintenance of adequate accounting records in
accordance with the provisions of the Act for safeguarding
the assets of the Company and for preventing and
detecting fraud and other irregularities;

d)    they have prepared the annual accounts on a going
concern basis;

e)    they have laid down internal financial controls to be
followed by the Company and such internal financial
controls are adequate and operating effectively; and

f)    they have devised proper systems to ensure compliance
with the provisions of all applicable laws and that such
systems are adequate and operating effectively.

CORPORATE GOVERNANCE

The Company is committed to uphold high standards of
Corporate Governance and adhere to the requirements set
out by the Securities and Exchange Board of India.

A detailed report on Corporate Governance along with the
Certificate of M/s DPV & Associates LLP, Company Secretaries
regarding compliance with conditions of Corporate Governance
as stipulated in Schedule V of the SEBI LODR Regulations and
a certificate from M/s. MAKS & Co., Company Secretaries that
none of the Directors on the Board of the Company have been
debarred or disqualified from being appointed or continuing
as Directors of companies by Board / Ministry of Corporate
Affairs or any such statutory authority forms integral part of
this Report.

EXTENSION OF ANNUAL GENERAL MEETING FOR
PREVIOUS FINANCIAL YEAR

The 40^th Annual General Meeting ("AGM") of the Company for
the F.Y. 2023-24 was due to be held on or before September 30,
2024. The Company vide application dated August 21, 2024

requested Registrar of Company for granting extension for
holding AGM for the F.Y. 2023-24.

ROC vide approval letter dated August 22, 2024 had granted
an extension for holding AGM for the F.Y. 2023-24 by 3(three)
months. The AGM scheduled to be held on December 31,
2024 however, the same was postponed pursuant to the
order dated December 18, 2024 passed by Hon'ble High
Court of Madhya Pradesh in the matter of Writ Petition (WP
40618/2024) (Vijayant Mishra vs. RBI & Others) which was lifted
by the Court later on. Accordingly, the AGM was scheduled and
held on February 07, 2025.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

Pursuant to Regulation 34(2)(f) of the SEBI LODR Regulations,
the Business Responsibility and Sustainability Report is
annexed and forms integral part of this Report.

AUDITORS

As per the 'Guidelines for Appointment of Statutory Central
Auditors (SCAs)/ Statutory Auditors (SAs) of Commercial Banks
(excluding RRBs), UCBs and NBFCs (including HFCs)' on April
27, 2021 issued by RBI ("RBI Guidelines"), statutory auditors of
the Company cannot be appointed for a term more than three
continuous years.

M/s. S. P. Chopra & Co., Chartered Accountants (Firm
Registration No. 000346N) previous Statutory Auditors of the
Company held the office until conclusion of the 40^th AGM held
on February 07, 2025. Accordingly, the resolution to appoint
M/s Kirtane & Pandit LLP, Chartered Accountants as the new
Statutory Auditors of the Company was proposed for approval
in the said AGM of the Company. The resolution failed to get
passed with the requisite majority of votes in favor thereby
resulting in a vacancy in the office of auditors.

Accordingly Board of Directors of the Company in their meeting
held on February 21, 2025 on recommendation of Audit &
Governance Committee proposed the appointment of M/s J C
Bhalla & Company, Chartered Accountants (Firm Registration
No. 001111N) as statutory auditors of the Company to hold
office for a period of three consecutive years commencing
from the financial year 2024-25 until the conclusion of the 43^rd
Annual General Meeting of the Company to be held in the year
2027 for the approval of shareholders.

Accordingly, shareholders in their Extra-Ordinary General
Meeting (EGM) held on April 10, 2025 approved the appointment
of statutory auditors for FY 2024-25 effective from the date
of approval of shareholders in their EGM dated April 10, 2025
until the conclusion of 41^st AGM and the appointment for
subsequent two years i.e. for financial years 2025-26 & 2026¬
27 until the conclusion of 43^rd AGM of the Company to be held
in the year 2027 shall become effective upon the approval of
shareholders in the ensuing 41^st AGM of the Company

In view of above, appointment for remaining period of two
years i.e. for financial years 2025-26 & 2026-27 until the
conclusion of 43^rd AGM of the Company to be held in the year
2027 is being proposed for approval of shareholders in the
forthcoming 41^st AGM of the Company.

The Board and Audit & Governance Committee have considered
various parameters like capability to serve financial services
industry in which the Company and its subsidiaries operate,
audit experience, market standing of the firm, clientele served,
technical knowledge, independence etc., and found M/s J. C.
Bhalla & Co., Chartered Accountants to be best suited to
handle the scale, diversity and complexity associated with the
audit of the standalone and consolidated financial statements
of the Company.

M/s J. C. Bhalla & Co., Chartered Accountants (Firm Registration
No. 001111N), have conveyed their consent to be appointed
as statutory auditors of the Company along with necessary
consent/ eligibility certificate / disclosure / confirmation in
terms of the Act and RBI Circular, confirming that they are not
disqualified to be appointed as Statutory Auditors.

Therefore, members are requested to consider and approve the
appointment of M/s J. C. Bhalla & Co., Chartered Accountants
as Statutory Auditors of the Company as per the Resolution
forming part of the forthcoming AGM.

AUDITORS' REPORT

The Reports given by the Auditor on the financial statements
of the Company form part of the Annual Report. There is no
qualification in the Auditors Report on the standalone and
consolidated financial statements for the financial year ended
March 31, 2025 and hence, no explanation is required thereon.

SECRETARIAL AUDITORS' REPORT

As per provisions of Section 204 of the Act, M/s P I & Associates were the Secretarial Auditor of the Company to conduct the
Secretarial Audit for the financial year ended March 31, 2025. The Secretarial Audit Report in the form MR-3 for the financial year
ended March 31, 2025, is annexed to this Report. Qualifications in report of the Secretarial Auditor and management responses
thereto are given below:-

 

S. No.	Auditors remarks	Management response
1	That Dr. Rashmi Saluja, Whole-Time Director ('WTD') and Mr. Nitin Aggarwal, Group Chief Financial Officer ('CFO') of the Company ceased to hold office as such w.e.f. February 07, 2025, and November 12, 2024 respectively and the resultant vacancies remain unfilled as on the date of this report. Following the cessation of Dr. Rashmi Saluja as a Whole-Time Director w.e.f February 07, 2025, the Board of Directors does not have any other executive director and the said vacancy has not filled- up within the time period stipulated under LODR. Further, Mr. Mallikarjun Goda, Chief Compliance Officer resigned from the office w.e.f January 13, 2025 and since then, vacancy has not been filled in by the Board of Directors as on date of this report.	The KMP/SMP hirings were on hold due to the pending approval from Regulators for change in management [i.e. approval for appointment of directors nominated by new promoters i.e. Burman Group on the Board of the Company]. Upon the receipt of RBI approval on July 08, 2025 and consequent reconstitution of Board, there has been progress in hirings of vacant KMPs/SMPs positions. Position of CFO has been filled on August 12, 2025. Position of Executive Director and Chief Compliance Officer shall be filled in due course.
2	That the Asset-Liability Management Committee (ALCO) of the Company is not in compliance with the RBI Master Direction - Core Investment Companies (Reserve Bank) Directions, 2016, as it is not headed by a CEO, MD, or Executive Director, following the resignation of Dr. Rashmi Saluja w.e.f. February 07, 2025.	As explained in Point no. 1, after the reconstitution of Board of the Company, there has been progress hiring and position of Executive Director shall be filled in due course.
3	That the outcome of the Board Meeting held on November 12, 2024, for consideration of financial results, was submitted to BSE Limited with a delay of 4 minutes from the conclusion of the meeting.	The results were published on one stock exchange, namely, NSE, and accordingly were disseminated to public, within the stipulated time period. Since the results were approved and declared after the closure of market hours and having published and disseminated to public within the stipulated time period through the one stock exchange i.e. NSE therefore the mentioned delay in submission of results with another stock exchange, namely, BSE could not have made significant impact on investors' sentiment. The response on matter was submitted to BSE and accordingly no penalty /adverse action thereafter has been levied/taken by BSE.
4	The Company made an application to the Reserve Bank of India (RBI) for the appointment of Mr. Rakesh Asthana as a Whole-Time Director on November 17, 2023, which was rejected by RBI vide letter dated May 15, 2024 for which the disclosure to the Stock Exchange was made on October 24, 2024, resulting in a delay of 161 days from the date of RBI communication.	The disclosure was missed due to oversight. The Management of the Company thereafter took all necessary steps to avoid such instances in future.

 

Further, the secretarial audit reports of material subsidiary(ies) of the Company in FY 2024-25 is annexed to this Annual Report.

Pursuant to the provisions of Regulation 24A of SEBI Listing Regulations and Section 204 of the Act read with the Rule 9 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Audit & Governance Committee and the
Board of Directors of the Company, have approved and recommended for approval of the Members, the appointment of M/s. P
I & Associates, Practicing Company Secretaries as the Secretarial Auditor of the Company for a term of five consecutive years
from FY 2025-26 to FY 2029-30.

 

INTERNAL AUDITORS

The Company has appointed an internal auditor as per the
requirement and in compliance with Section 138 of the
Companies Act, 2013

PARTICULARS OF INVESTMENTS, LOANS AND
GUARANTEES

The Company, being an NBFC, is exempted from the provisions
of Section 186 [except sub-section (1)] of the Act. Accordingly,
details of particulars of loans, guarantees or investments as
required to be provided as per Section 134(3)(g) of the Act
are not provided.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during
the financial year were on an arm's length basis and were
in the ordinary course of business. There are no materially
significant related party transactions entered by the Company
with related parties which may have a potential conflict with
the interest of the Company.

All Related Party Transactions are placed before the Audit
& Governance Committee for approval as per the Related
Party Transactions Policy of the Company as approved by
the Board. As required under SEBI LODR Regulations and RBI
SBR Regulations, the Related Party Transactions Policy is also
uploaded on the website of the Company and can be accessed
through the link 4.-Religare-RPT-Policy Feb-032025.pdf

Since all related party transactions that were entered into
during the financial year were on an arm's length basis and
were in the ordinary course of business and there was no
material related party transaction entered by the Company
during the year as per Related Party Transactions Policy, no
details are required to be provided in Form AOC-2 prescribed
under clause (h) of sub-section (3) of section 134 of the Act
and Rule 8(2) of the Companies (Accounts) Rules, 2014.

The details of the transactions with related parties are provided
in the notes to accompanying standalone financial statements.

RISK MANAGEMENT

Risk Governance is an essential aspect of the strategy
of the Company intended at identification, assessment
and mitigation of the potential risks that could affect the
Company's operations, financial performance, sustainability
and reputation. The Board of Directors of the Company are
responsible for ensuring oversight of the risk management
policies & procedures and has constituted a Group Risk
Management Committee (GRMC), which is responsible
to frame, implement, monitor and periodically review the
effectiveness of the risk management plan and make
appropriate modifications as and when necessary. GRMC's
role has been aligned to requirements of the Companies Act,

2013, SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, RBI Master Directions for Core Investment
Companies and other applicable regulatory requirements.
Process has been laid down to periodically apprise the GRMC
about prevalent risks and corrective plans adopted by the
respective group entities to mitigate the identified risks.

The Company is as a Core Investment Company. As an
investment holding company, the management function
includes oversight of risk function prevalent to the Company
and its key operating subsidiaries. The Company has a
comprehensive Risk Management framework and overarching
Risk Management Policy, which has been adopted by each of
the key operating subsidiaries while formulating their Risk
Management Policy. Risk Management Policy of the Company
identifies the key risks which are applicable to the Company.
Risk Management Policy is aimed at identification, assessment,
mitigation, monitoring and reporting of identifiable risks and
documenting of each identified risk along with the mitigation
plan. Respective functional head and/ or risk management
department of key operating subsidiaries are responsible
for implementation of the Risk Management system and
maintenance of record of risk and mitigation plan in Risk &
Control Matrix (RCMs) for their respective functional areas,
which are updated and tested periodically. Therefore, the
risk governance and framework defines the risk management
approach including risk identification, documentation testing
and reporting on a periodical basis. The framework has
different risk parameters, which help in identification of risks
and their classification as High, Medium and Low categories
based on likelihood, impact and velocity in various risk types
such as operational, financial, compliance and reputation
risk. Qualitative and quantitative assessment is done to
determine the likelihood and impact of identified risks, which
are ultimately plotted on a matrix based on their severity
and probability.

Reviews and reporting of risk environment and performance
is conducted on a quarterly basis. The testing and evaluation
of control environment around Risk Management is integrated
and aligned with the quarterly internal audit process. The
GRMC of the Company and respective Risk Management
Committee/ Board of Directors of its key operating subsidiaries
reviews the risk management policy on a periodic basis.
Further, adequacy of design and operating effectiveness of key
processes and controls, as documented in the risk and control
matrices, are tested and a consolidated dashboard of Risk
and Control review results across the Company and its key
operating subsidiaries are presented to the GRMC and Audit
& Governance Committee of the Board on a quarterly basis.
Further, to enable oversight of the Risk management function
prevalent at each of the key operating subsidiaries, the
management team of each key operating subsidiaries make
presentation on key risk types, as defined in the respective
Risk Management Policy, to the GRMC of the Company on a
quarterly basis.

Financial reporting and fraud risks are duly considered in the
risk management framework. Risks are mapped with controls
and Risk management framework is revisited and revised
based on prevailing practice and relevance.

Therefore, the Company has implemented a formal risk
management policy and framework to ensure that a
comprehensive risk management process is in place at all
times, including appropriate board and senior management
oversight and the process take into account appropriate
steps to comply with applicable regulatory rules, regulations,
principles and guidelines and to ensure the adequacy of
relevant risk reporting to the Committees and Board.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has a vigil mechanism named Whistle Blower
Policy to deal with instance of unethical practices, fraud and
mismanagement, actual or suspected fraud or violation of the
Company's code of conduct or ethics policy and any leak/
suspected leak of Unpublished Price Sensitive Information
or gross misconduct by the employees of the Company, if
any, that can lead to financial loss or reputational risk to the
organization. The detail of the Whistle Blower Policy has been
posted on the website of the Company & can be accessed
through the link Religare-Whistle-Blower-Policy Feb-21-2025.
pdf

During the year under review, no complaint pertaining to the
Company was received under the Whistle Blower mechanism.

INTERNAL FINANCIAL CONTROLS AND INTERNAL
CONTROL SYSTEM

The Company and its subsidiaries have Internal Control
Systems, commensurate with the size, scale and complexity
of its operations. The Internal Controls of the Company & its
subsidiaries encompasses the policies, standard operating
procedure manuals, approval/authorization matrix, circulars/
guidelines, and risk & control matrices for ensuring the orderly
and efficient conduct of its business & support functions,
adherence to these policies & procedures, the safeguarding
of its assets, the prevention and detection of frauds and errors,
the accuracy and completeness of the accounting records and
timely preparation of reliable financial information during the
process of financial reporting. Such detailed controls ensure
productive and effective use of resources to the extent that
the assets are safe-guarded, transactions are duly approved,
registered and adequately reported and checks and balances
ensure consistency and reliability of accounting data.

Company is a registered with RBI as a CIC and is exposed to
various risks as stated in the Risk Management Policy of the
Company and its key operating subsidiaries. The Company
and its subsidiaries have adequate control environment
for identification, assessment, monitoring, mitigation and
reporting of applicable risks on a periodical basis through
an effective Risk Management Framework that has been
developed encompassing all the key business and support
functions. Mitigation plans and controls are documented for
each identified risk in the form of policies & standard operating
procedures and Risk & Control Matrices (RCM). Risks/controls
documented in the RCMs are mapped to each of the financial
statement line items (FSLI) and financial assertions to
ensure comprehensiveness of internal financial controls and
mitigation plans. The Company has prepared separate RCMs
for Process Level Controls (PLC) and Entity Level Controls
(ELC). Similarly, Information Technology controls relating to
Information Security, Cyber Security and Other Information
Technology General Controls (ITGC) have also been identified,
assessed and documented, which are updated periodically.

The Company and its key operating subsidiaries have a
robust mechanism to ensure an ongoing review of systems,
policies, processes and procedures to contain and mitigate
risk that arise from time to time. The Company and its key
operating subsidiaries have satisfactory system of periodical
monitoring and reporting of internal financial controls. Key
policies and procedures including the RCMs designed to
provide reasonable assurance are monitored and updated
on a periodical basis. Management ensures that controls
as designed are operating effectively and that lapses are
identified and remedied in a timely manner. The monitoring
activities are carried out through Control Self-Assessment
(CSA) mechanism integrated with the internal audit function,
whereby key risks and controls are reviewed on a quarterly
basis and dashboard containing results of evaluation of Test
of Design (TOD) and Test of Operating Effectiveness (TOE)
relating to the Company and its key operating subsidiaries
are presented to the Audit and Governance Committee and
Group Risk Management Committee (GRMC) of the Company.

The Company and its key operating subsidiaries have an
elaborate quarterly internal audit policy and framework as
approved by the respective Audit & Governance Committees
of the Board. The scope, authority and structure of the Internal
Audit function has been defined in the comprehensive Internal
Audit Policy. The Company also conducts Information System
and Cyber Security Audit on a yearly basis and the report
is presented to the Audit and Governance Committee of
the Board. Information System Security controls enable the
Company to keep a check on technology-related risks and
also improve business efficiency and distribution capabilities.

The Internal Audit Team evaluates the efficacy and adequacy
of the internal control system and internal financial controls
in the Company, its compliance with operating systems,
accounting procedures, policies and regulatory requirements
at key locations of the Company. Based on the integrated
report of internal audit function and IFC, process owners
undertake corrective action in their respective areas and
thereby strengthen the internal controls. Significant internal
audit observations (rated high and medium risk) and corrective
actions thereon, along with IFC dashboard, are presented
to the Audit and Governance Committee of the Board on
periodical basis. The Internal Audit also assesses opportunities
for improvement in business processes, systems and controls,
provides recommendations, designed to add value to the
organization and follow up the implementation of corrective
actions. The Audit and Governance Committee of the Board
reviews and evaluates adequacy and effectiveness of the
Company's internal control environment, provides their inputs,
if any, to improve the quality of audit and assurance standards
and monitors the implementation of audit recommendations
across the relevant functional areas to continuously strengthen
the internal control framework.

Therefore, the Board has laid down Internal Financial Controls
to be followed by the Company and such that Internal Financial
Controls are adequate and operating effectively during the
financial year.

CONFIRMATION UNDER FOREIGN EXCHANGE
MANAGEMENT (NON-DEBT INSTRUMENTS) RULES,
2019 ON DOWNSTREAM INVESTMENT

The Company is an Indian Owned and Controlled Company
("IOCC") as defined under the applicable FDI Regulations
and therefore the terms and conditions in relation to its
downstream investments in Indian companies were not
applicable during the year ended March 31, 2025.

DISCLOSURE UNDER SECTION 54 (1) (D) OF THE
COMPANIES ACT, 2013 ("ACT")

The Company has not issued any sweat equity shares during
the year under review and hence no information as per
provisions of Section 54(1)(d) of the Act read with Rule 8(13)
of the Companies (Share Capital and Debenture) Rules, 2014
is furnished.

DETAILS OF FRAUD REPORTABLE BY AUDITOR

During the year under review, neither the statutory auditors
nor the secretarial auditors of the Company disclosed any
instance of fraud committed against the Company by its
officers or employees required to be disclosed in terms of
Section 143(12) of the Act.

HUMAN RESOURCES

At our company, our employees are the backbone of our
success. We're dedicated to creating a workplace that
encourages growth, innovation, and teamwork. Our professional
and highly experienced team is our most valuable asset, and
we're committed to helping them develop and thrive. Through
the hard work and dedication of our employees, we've built a
strong reputation and regained the trust of our stakeholders.
We've navigated tough times with resilience and emerged as
a leader in our industry.

Investing in our employees is key to our long-term success.
We prioritize employee development, engagement, and
satisfaction, recognizing that happy and fulfilled employees
drive business results. Our approach includes mentorship and
coaching by developing future leaders under the guidance of
our experienced top leadership team. We focus on ensuring
continuity and building a robust talent pipeline for critical
roles. Maintaining diversity and fostering a workplace culture
that's inclusive, equitable, and reflective of the communities
we serve. Our company is dedicated to ensure the employees
wellbeing by prioritizing the health, safety, and well-being of
our employees and their families through various initiatives
and programs.

Our goal is to create a workplace where all employees feel
valued, empowered, and supported to succeed.

Further, details of employees as on March 31, 2025 is
given below:

Female	Male	Transgender
09	17	0

DISCLOSURE UNDER THE SEXUAL HARASSMENT
OF WOMEN AT THE WORK PLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place Prevention of Sexual Harassment
at Workplace Policy in line with the requirements of The
Sexual Harassment of Women at the Work Place (Prevention,
Prohibition and Redressal) Act, 2013 and rules made
thereunder. An Internal Complaints Committee (ICC) is in place
as per the requirements of the said Act to redress complaints
received regarding sexual harassment. All employees
(permanent, contractual, temporary, trainees) are covered
under this policy.

Following is the summary of sexual harassment complaints
received and disposed of during the year:

•    No. of complaints received: 0

•    No. of complaints disposed of: 0

•    No. of complaints pending: 0

•    No. of complaints pending for more than ninety days: 0

Compliance on Maternity Benefit Act, 1961

The Company has complied with the applicable provisions of
Maternity Benefit Act, 1961 for female employees with respect
to leaves and maternity benefits thereunder.

PARTICULARS OF EMPLOYEES

The details required under Section 197(12) of the Act read
with Rule 5(1) & 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, are
annexed as "Annexure B" to this report.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Board of Directors affirm that, the Company has largely
complied with the applicable Secretarial Standards issued by
the Institute of Company Secretaries of India (SS1 and SS2)
respectively relating to Meetings of the Board, its Committees
and the General Meetings.

CHANGE IN REGISTERED OFFICE OF THE COMPANY

Board of the Company on July 04, 2025 has approved
to shift the registered office of the Company from 1407,
14^th Floor, Chiranjiv Tower, 43, Nehru Place, New Delhi - 110019
to First Floor, Office No. 101, 2E/23, Jhandewalan Extn., New
Delhi-110055 w.e.f September 20, 2025.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY
THE REGULATORS OR COURTS

There are no significant or material orders passed by the
Regulators/Courts which would impact the going concern
status of the Company and its operations in future except to
the extent mentioned in this Report.

MATERIAL CHANGES AND COMMITMENTS
AFFECTING THE FINANCIAL POSITION

There are no material changes and commitments adversely
affecting the financial position of the Company which have
occurred between the end of the financial year of the Company
to which the financial statements relate (i.e. March 31, 2025)
and as of date of the report i.e. August 12, 2025.

DETAIL OF APPLICATIONS / PROCEEDINGS UNDER
INSOLVENCY AND BANKRUPTCY CODE, 2016

No application was filed during the year and no proceedings
under the Insolvency and Bankruptcy Code, 2016 as at the end
of the financial year.

DIFFERENCE IN VALUATION

The Company has not made any one time settlement with the
banks / financial institutions during the year under review.

OTHERS

•    The Company has not defaulted in repayment of loans
from banks and financial institutions. There were no delays
or defaults in payment of interest/principal of any of its
debt securities.

•    The equity shares of the Company were not suspended
from trading during the year on account of corporate
actions or otherwise.

•    The Company has not issued during the period under review
any equity shares with differential rights as to dividend,
voting or otherwise

ACKNOWLEDGEMENTS

Your Directors would like to extend its sincere appreciation
for the continued cooperation and support received from
the Company's Bankers, Regulatory Authorities, Stakeholders
including Financial Institutions and other business associates.
Their unwavering encouragement and trust have been
invaluable throughout the year under review.

Your Directors also wish to place on record its deep gratitude
for the commitment demonstrated by all executives, officers
and staff at all levels of the Company. Their efforts have been
instrumental in navigating the year effectively. The Directors
would further express heartfelt thanks to all shareholders for
their enduring faith in the Company and look forward to your
continued support in the future.

Place: New Delhi    By order of the Board of Directors

Date: August 12, 2025    For Religare Enterprises Limited

Mr. Malay Kumar Sinha

Independent Director
DIN: 08140223

Mr. Praveen Kumar Tirpathi

Independent Director
DIN: 02167497

1

n the Lending business, our wholly-owned subsidiary
Religare Finvest Limited is registered with RBI as a Non¬
Banking Financial Company-Investment and Credit
Company- Middle Layer (NBFC-ICC-ML). RFL's business
is focused on providing loan to Micro, Small & Medium
Enterprises (MSMEs) to enable them to enhance their
productive capacity and through put. It is amongst the first
NBFCs in India to focus on this segment, having started
the business in 2008. Currently, RFL has an employee base
of over 159 professionals and 9 branches and 3 offices
pan India. As on March 31, 2025, SME-Finance constituted
over 22% of RFL's lending business. RFL's SME loan book
has decreased from 1 52,631 Lakhs as on March 31, 2024
to 28,661 Lakhs on March 31, 2025. The Reserve Bank of
India (RBI) has removed the Corrective Action Plan (CAP)
imposed in 2018, effective July 23, 2025, thereby paving
the way for the recommencement of business operations.

2

   Mr. Arjun Lamba (Non-Executive & Non-Independent
Director)

•    Mr. Gurumurthy Ramanathan (Non-Executive & Non¬
Independent Director); and

---

Mar 31, 2024

Your Directors have pleasure in presenting this 40^th Annual Report on the business and operations of the Company together with Audited Financial Statements for the financial year ended March 31, 2024.

STATE OF AFFAIRS OF THE COMPANY

The past year has demonstrated the substantial progress achieved by the Company, a testament to the concerted efforts of the Board and management over the past 5-6 years. These efforts have led the Company to a position of stability, emerging from the past irregularities and legacy issues left behind by the erstwhile promoters and management, who exited in 2018.

Religare Finvest Limited (RFL), REL''s wholly-owned subsidiary which bore the brunt of legacy issues has now settled all its obligations with both its secured and unsecured lenders, and has become debt free. Additionally, steps have been taken to request RBI to lift the Corrective Action Plan (CAP) imposed by RBI on RFL in 2018 so that the company can recommence its business operations. Meanwhile, the Company''s other three business segments -health insurance, broking and housing finance have continued to be consistently profitable and are growing. Furthermore, the Company completed the acquisition of a Mumbai based insurance web aggregator during the year, aligning with its strategic goal of expanding its financial service footprint and enhancing its capabilities to provide comprehensive 360° financial services.

While the Board and management were charting a course towards new horizons for the Company, the Burman group, the largest single shareholder, initiated an open offer to the public shareholders in

September 2023. The Board welcomed this open offer, viewing it as a positive reflection of the Company''s robust business foundation. They believed the offer could serve as a catalyst for further strengthening the Company''s position and achieving greater industry heights under the Acquirers'' leadership and control.

In accordance with the prescribed process for the open offer, the Board constituted a Committee of Independent Directors (COID). However, the COID discovered certain facts, complaints, FIRs and potential links to the former promoters raising concern about the Acquirers'' Fit and Proper status for this open offer. The COID promptly reported these issues to various sectoral regulators, requesting for an investigation.

For brevity, details of the subsequent developments are outlined in the Major Development section of this report. The Company and its subsidiaries submitted the necessary applications for prior approval for change in control, management and shareholding to the relevant regulators in July 2024, and these developments are being closely monitored.

The Board and management, mindful of the interests of the Company''s various stakeholders, remain committed to acting in the best interest of the Company and its stakeholders. They will adhere to all relevant regulatory guidance and procedural requirements. With ongoing co-operation and support from various stakeholders, we will continue to build trust and create long-term value and will strive to achieve new milestones in the future.

FINANCIAL RESULTS AND BUSINESS OPERATIONS

The highlights of standalone and consolidated financial performance of the Company for the financial years 2023-24 and 2022-23 are as under:

Particulars	For the financial year 2023-2024		For the financial year 2022-2023
	Standalone (Audited)	Consolidated (Audited)	Standalone (Audited)	Consolidated (Audited)
Total Income*	2,524.24	6,29,925.87	5,654.17	4,86,322.98
Total Expenditure	9,711.79	6,08,191.83	7,164.00	4,89,400.76
Profit / (Loss) Before Tax	(7,187.55)	21,734.04	(1,509.83)	(3,077.78)
Exceptional Items	-	23,034.62	-	3,28,941.07
Profit / (Loss) Before Tax After Exceptional Items	(7,187.55)	44,768.66	(1,509.83)	3,25,863.29
Share in Profit / (Loss) of Joint Ventures	-	-	-	-
Profit / (Loss) Before Tax	(7,187.55)	44,768.66	(1,509.83)	3,25,863.29
Income Tax Expense/ (Credit)	(652.18)	10,027.49	(2.96)	9,001.56
Profit / (Loss) After Tax	(6,535.37)	34,741.17	(1,506.87)	3,16,861.73

Particulars	For the financial year 2023-2024		For the financial year 2022-2023
	Standalone (Audited)	Consolidated (Audited)	Standalone (Audited)	Consolidated (Audited)
Other Comprehensive Income	(46.93)	5,442.05	(0.49)	(7,649.86)
Total Comprehensive Income for the Year	(6,582.30)	40,183.22	(1,507.36)	3,09,211.87
Less: Share of Non- Controlling Interest	-	13,514.54	-	6,003.74
Total Comprehensive Income (after tax and non-controlling interest)	(6,582.30)	26,668.68	(1,507.36)	3,03,208.13

* Consolidated Income is excluding the Exceptional Item, reported separately.

(i) Consolidated Performance

We recorded a Profit/ (Loss) Before Tax (after exceptional item) of '' 44,768.66 Lakhs for FY 24 as compared to Profit / (Loss) Before Tax (after exceptional item) of '' 3,25,863.29 Lakhs, for FY23. Profit/(Loss) After Tax was '' 34,741.17 Lakhs for FY24 as compared to Profit/(Loss) After Tax of '' 3,16,861.73 Lakhs for FY23. Total Comprehensive Income / (Loss) attributable to the Owner of the Company for FY24 is '' 26,668.68 Lakhs as compared to '' 3,03,208.13 Lakhs in FY23. Basic earnings per share decreased to '' 7.13 in FY24 from '' 96.06 in FY23.

(ii) Standalone Performance

We recorded a Profit/ (Loss) Before Tax of '' (7,187.55) Lakhs for FY24 as compared to a Profit/ (Loss) Before Tax of '' (1,509.83) Lakhs for FY23. Profit/ (Loss) After Tax was '' (6,535.37) Lakhs for FY24 as compared to Profit/ (Loss) After Tax of '' (1,506.87) Lakhs for FY23. Total Comprehensive Income / (Loss) for FY24 is '' (6,582.30) Lakhs as compared to '' (1,507.36) Lakhs in FY23. Basic earnings per share decreased to '' (1.98) in FY24 from '' (0.47) in FY23.

(iii) Operating Performance of Businesses

Our Health Insurance business, Care Health Insurance Limited (“CHIL”), in which REL holds a 62.98% equity stake as on March 31, 2024, registered a Gross Written Premium of '' 7,02,193 Lakhs a growth of 34% over the previous financial year; which reported a Gross Written Premium of '' 5,23,769 Lakhs. As of March 31,2024, CHIL has established a Pan-India distribution network of 262 branches. It services over 1,465 locations across the Country and providing health services through a network of 24,820 hospitals and healthcare centres. It offers 42 products to cater to varied customer needs. CHIL has a differentiated service offering for corporate businesses, like wellness programs & preventive health check-up, thereby helping in negotiating better premiums and for improved customer stickiness. It follows a multi-channel distribution strategy through individual agents, corporate agents, brokers, bancassurance and online; and its major focus is on retail and SME customers.

In our Broking business, the average daily turnover (ADTO) of Religare Broking Limited (“RBL”) a wholly-owned subsidiary, has increased by 72% to ''16,07,034.60 Lakhs in FY24 and has been showing an increasing trend year-on-year. RBL cash volumes, supported by market growth surged nearly 31% leading to an increase in core income, i.e., brokerage income (up from '' 16,188.81 Lakhs in FY23 to '' 20,217.56 Lakhs in FY24). The management is undertaking several initiatives to generate scale-based growth and regain the lost market share in the retail brokerage space and other allied services. Also, RBL reported substantial growth in e-governance franchisees. In FY24, the total number of franchisees for e-governance business increased from 26,929 in FY23 to 43,823 (up 63% YoY). RBL shifted its strategy for client acquisition via increased focus on quality rather than quantity. RBL acquired 45 thousand new customers during FY24 against 58 thousand in FY23. The consolidated total revenue of RBL and its subsidiary Religare Commodities Limited went up from '' 29,168.53 Lakhs to '' 36,974.62 Lakhs in FY24. The consolidated profitability reported after tax and other comprehensive income is '' 3,886.98 Lakhs in FY24 (FY23 '' 1,479.40 Lakhs).

In the Lending business, our wholly-owned subsidiary Religare Finvest Limited (“RFL”) which is an NBFC in the Middle Layer, registered with RBI as a non-deposit taking, systemically important Non-Banking Financial Company (NBFC-ND-SI). RFL''s business is focused on providing loans to Small & Medium Enterprises (SMEs) to enable them to enhance their productive capacity and throughput. It is amongst the first NBFCs in India to focus on this segment, having started the business in 2008. During 2016, RFL had grown to build a peak business book of over '' 16,000 Crore to become one of the largest SME financing platforms in India. Currently, RFL has an employee base of over 178 professionals and 11 branches pan India. As on March 31, 2024, SME-Finance constituted over 35% of RFL''s lending business. RFL''s SME loan book has decreased from '' 1,11,204 Lakhs as on March 31, 2023 to '' 52,600 Lakhs on March 31, 2024 due to the CAP imposed by RBI and no fresh business being sourced.

RFL''s subsidiary, Religare Housing Development Finance Corporation Limited (“RHDFCL”) focuses on providing affordable housing finance to low-income segment customers, particularly those engaged in informal sectors, in urban and semi-urban areas

of the Country. The total book stands at '' 21,414 Lakhs as on March 31, 2024 in accordance with Ind-AS while the total income and PAT after OCI for the financial year were respectively '' 4,333 Lakhs and '' 20.0 Lakhs. The average ticket size for the home loans has been around '' 10.68 Lakhs. RHDFCL has a pan India presence with a network of 26 branches. RHDFCL has maintained profitability since becoming a part of the Religare group in 2009. To position itself as a future-ready company, RHDFCL aims to maximize digitization in its processes and is working towards enabling an efficient workforce.

MIC Insurance Web Aggregator Private Limited (“MIC”), a wholly-owned subsidiary of REL, acquired in December 2023 is an IRDAI approved insurance web aggregator founded in 2009. MIC facilitates comparison of insurance products for Car, Two-Wheeler, Health, and Life (Term & Investment Plans) and their purchase online. It is considered as one of India''s Top 5 insurance web aggregators by monthly unique visitors, operational for the past 15 years. It has a database of 2 million insurance customers. The Company is evaluating various opportunities to grow this business.

CHANGE IN NATURE OF BUSINESS

During the year under review, there was no change in the nature of business of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management''s Discussion and Analysis Report for the year under review detailing economic scenario and outlook, as stipulated under Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR Regulations”) is presented in a separate section and forms an integral part of this Report.

DIVIDEND AND RESERVES

The Company has not declared dividend for conserving reserves for growth purposes.

However, the members may please note that the Reserve Bank of India (“RBI”) vide its letter dated April 05, 2019 has advised the Company to stop paying dividends till further orders from RBI and has continued that restriction vide its letter dated December 19, 2019.

The Company has in place a board-approved a Dividend Distribution Policy (“the Policy”) pursuant to the requirement under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A copy of the same has been uploaded on the website of the Company and can be accessed through the link i.e. Religare_ Dividend_Distribution_Policy_2024.pdf

SUBSIDIARIES & JOINT VENTURES

As at March 31, 2024, your Company has 23 direct and indirect subsidiaries. During the year under review, the businesses of the Company and its subsidiaries and changes, if any, have been explained elsewhere in this report and Management''s Discussion and Analysis Report.

Following changes took place in the subsidiaries of the Company during the year under review:

S. No.	Name of the Company / Subsidiary	Remarks
1	Religare Comtrade Limited	Ceased to be subsidiaries
2	Religare Insurance Limited	(due to merger with the Company w.e.f. June 28, 2023 pursuant to the Composite Scheme of Arrangement approved by Hon''ble NCLT, Delhi vide Order dated June 15, 2023
3	Religare Advisors Limited
4	Religare Business Solutions Limited
5	Religare Global Asset Management, Inc. (RGAM Inc.)	Stands dissolved w.e.f. October 09, 2023 as per the report of the search conducted and received by the Company on December 27, 2023
6	MIC Insurance Web Became wholly owned Aggregator Private Limited subsidiary pursuant to completion of acquisition of 100 % equity stake on December 8, 2023

As at March 31, 2024, your Company has a joint venture viz. IBOF Investment Management Private Limited in which the Company holds 50% share capital.

In terms of Section 129(3) of the Companies Act, 2013 (“Act”), your Company has prepared a statement containing the salient features of the Financial Statements of our subsidiaries & joint venture in the prescribed format AOC-1 which is attached to the Consolidated Financial Statements of the Company. The said statement contains a report on the performance and financial position of each of the subsidiaries and hence is not repeated here for the sake of brevity. Further, the details of major subsidiaries of the Company and their business operations during the year under review are covered in the Management''s Discussion and Analysis Report.

MAJOR EVENTS / UPDATES

1. Open Offer to the shareholders of the Company

The Company has received the Public Announcement dated September 25, 2023 about the Open Offer to the Public Shareholders of the Company on behalf of M.B.

Finmart Private Limited (“Acquirer 1”), Puran Associates Private Limited (“Acquirer 2”), VIC Enterprises Private Limited (“Acquirer 3”), and Milky Investment & Trading Company (“Acquirer 4”) (hereinafter the “Acquirers”), for the acquisition of upto 9,00,42,541 fully paid-up equity shares of face value of '' 10/- each from the public shareholders of the Company representing 26.00% of the Expanded Voting Share Capital of the Company. The Open Offer has been made pursuant to and in compliance with Regulations 3(1) and 4 of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and subsequent amendments thereto (“SAST Regulations”), subject to necessary statutory and regulatory approvals. The Detailed Public Statement dated October 03, 2023 has been published by the Acquirers on October 04, 2023, and the Draft Letter of Offer has been submitted by the Acquirers with SEBI on October 11, 2023.

The Board of Directors of the Company in its meeting held on October 09, 2023 constituted a Committee of Independent Directors (“Committee” / “COD”) as required under Regulation 26(6) of SAST Regulations. The Committee is mandated to provide its written reasoned recommendations on the open offer to the shareholders of the target company publishing the same as per Regulation 26(7) of the SAST Regulations at an appropriate time.

2. Regulatory / Statutory approvals for change of shareholding / control / management

The Acquirers have received the approval of the Competition Commission of India (“CCI”) as mentioned in the Press Release dated January 23, 2024 followed by detailed order of the same date uploaded on the CCI website on March 15, 2024. The Order specifies that the “order is without prejudice to any proceeding that may be initiated against the Acquirers under Sections 43A (penalty for ''gun-jumping''), 44 (penalty for making false statement or omitting to furnish material information) and/or 45 (penalty for offences in relation to furnishing of information) of the Act”. CCI has also stated that “This order may be revoked if, at any time, the information provided by the notifying parties is found to be incorrect.” The Company has filed an appeal against the Order before Hon''ble National Company Law Appellate Tribunal (NCLAT) and the same is pending adjudication.

Thereafter, in terms of the directions in the Interim Order cum Show Cause Notice dated June 19, 2024 (“Order cum SCN”) issued by SEBI to the Company and its directors and the Order dated July 10, 2024 issued by Securities Appellate Tribunal (“SAT”) in an appeal filed by the Company against the Interim Order, the Company and the subsidiaries have submitted the applications on July 22, 2024 to the concerned Regulatory Authorities including RBI for the proposed change of shareholding / control / management of the Company and subsidiaries, as the case may be, pursuant to the open offer.

I RDAI, in respect of application made by CHIL, advised that “the open offer does not involve any transfer of shares of CHIL. Accordingly, the provisions regarding register of transfer of shares of insurer under Section 6A(4)(b) of the Insurance Act, 1938 are not attracted. In this case, as such, the submission of the application for transfer of shares is not required. However, we have taken note of your submission and have no objection for the proposed open offer pertaining to the shares of REL subject to the insurer, promoter(s), transferor and transferees obtaining all the necessary approvals from other statutory/regulatory/ judicial bodies as may be required.”

I n respect of application of MIC, IRDAI has informed that the open offer made to the public shareholders of REL, being the promoter of MIC Web Aggregator Pvt. Ltd. holding 100% shares of MIC, does not involve any transfer of shares of MIC; and accordingly, the provisions regarding register of transfer of shares of web aggregator under section 8(d) of IRDAI (Insurance Web Aggregator) Regulations, 2017 are not attracted.

The applications filed by the Company and its subsidiaries with RBI and SEBI are under process and pending.

3. Revival of Religare Finvest Limited (“RFL”)

RFL has been under the corrective action plan (“CAP”) by the Reserve Bank of India (“RBI”) since January 18, 2018 due to past financial irregularities committed by the erstwhile promoters and the previous management. The CAP, interalia, prohibits RFL from expansion of credit/investment portfolio, other than by way of investment in Government Securities, and advices RFL not to pay dividends. The management of the Company along with the management of RFL has taken various measures for revival of RFL since then.

Settlement with the secured and unsecured lenders - RFL

proposed One Time Settlement (OTS) to the lenders for which the Settlement Agreement (OTS Agreement) was signed in December 2022 by RFL along with the Company with sixteen secured lenders including their unsecured exposure for full & final settlement w.r.t. all their outstanding dues including dues towards their unsecured exposure. Pursuant to the OTS Agreement and upon completion of the entire OTS payment of '' 2,17,800 Lakh in March 2023 to all Sixteen OTS lenders against their total outstanding dues including unsecured exposure, the No- Dues Certificates (NDC) were received by RFL from all sixteen secured OTS lenders by May 2023 and accordingly the OTS of RFL with sixteen secured OTS lenders was completed.

Thereafter, RFL also proposed and completed the settlement of outstanding unsecured rated subordinated non-convertible debenture (NCD) and received No Dues Certificates from said NCD holders. With the settlement and payment of unsecured

loan of ICICI Bank and receipt of NDC in March 2024, RFL became external-debt free. With the repayment of amount extended by REL on February 26, 2024, RFL became completely debt free.

Improvement in ALM position and CRAR - With the settlement of dues and payments, RFL has come out of its cumulative asset liability mismatch related problems. Further, the CRAR as at March 31, 2024 stood at 114.86% (positive) [Previous Year 48.94% (positive)] which improved mainly due to OTS related write back of Loan liabilities by RFL.

Support by REL - The Company has fully supported RFL in its revival measures by providing timely financial assistance i.e. deposit of '' 22,000 Lakhs in a no lien account with the lead lender on behalf of RFL in June 2022 and by directly making the payment of '' 9,539.46 Lakhs to the NCD holders of RFL in June 2023, July 2023 and September 2023 which were treated as an intercorporate loan given to RFL. Since then RFL has repaid the entire intercorporate loan to REL with interest.

Steps for Fraud Tag removal - In order to remove the fraud tag, RFL filed a Writ Petition before the Hon''ble Delhi High Court against State Bank of India (SBI). The Hon''ble High Court, vide its final Order dated December 18, 2023, disposed-off the Writ Petition by setting aside the action of SBI in declaring RFL''s account as fraud. The Hon''ble Court also granted liberty to SBI to take necessary steps to correct the record and to take appropriate action in accordance with law, if so necessitated. Based on the Order of the Hon''ble Court, SBI on January 25, 2024 confirmed that the record of Fraud reported by SBI in Religare Finvest Ltd has been removed from the database of Central Fraud Registry. Subsequently, other banks namely Bank of Maharashtra (BOM), Union Bank of India (UBI) and Central Bank of India approved removal of fraud flagging of RFL from its record / Central Fraud Registry.

Seeking similar relief of removal of fraud tag, RFL filed a writ petition before Hon''ble Delhi High Court on May 02, 2024 against 14 lenders banks including Axis Bank and excluding ICICI Bank, SBI, UBI & BOM. The matter is sub-judice.

Withdrawal of Wilful Defaulter proceedings by lenders-

RFL has obtained confirmation from Canara Bank, Bank of Maharashtra, Federal Bank and Union Bank of India that they have withdrawn the Wilful Defaulter proceedings against it. As on date no wilful defaulter proceedings are pending against RFL.

Application for CAP removal to RBI - In the light of the developments, RFL applied to RBI for removal of CAP on July 12, 2023. Approval for CAP removal is still awaited

4. Completion of Acquisition of MIC Insurance Web Aggregator Private Limited, an IRDAI approved Insurance Web Aggregator

Towards its vision to become a 360-degree financial services conglomerate, your Company entered into a Share Purchase Agreement on April 05, 2023 with IGEAR Holdings Private Limited (IHPL), The Indian Express Private Limited (TIEPL) and MIC Insurance Web Aggregator Private Limited (MIC) for acquisition of 100% stake in MIC, a Mumbai based IRDAI registered insurance web aggregator. Post receipt of the IRDAI approval in September 2023, the acquisition was completed by the Company on December 08, 2023. Pursuant to the acquisition, MIC became a wholly-owned subsidiary of the Company w.e.f. December 08, 2023.

5. Share Purchase Agreement for acquisition of Religare Housing Development Finance Corporation Limited

Pursuant to the approval of Board of Directors, the Company has entered into a Share Purchase Agreement on April 05, 2023 with Religare Finvest Limited (RFL) (a wholly owned subsidiary of REL) and Religare Housing Development Finance Corporation Limited (RHDFCL) (subsidiary company of RFL) for acquisition of entire equity 87.5% stake of RHDFCL held by RFL subject to necessary statutory and regulatory approvals and fulfillment of other conditions precedent. The application made by RHDFCL to Reserve Bank of India (“RBI”) for prior approval was returned by RBI in December 2023 with an advice to submit a fresh application.

6. Composite Scheme of Arrangement

i. The Board of Directors of the Company, on December 18, 2019, approved, subject to requisite approvals, the draft Scheme of Amalgamation (“Scheme”) to simplify the Group corporate structure. The Scheme was filed with the Hon''ble National Company Law Tribunal (“NCLT”) on October 31, 2020. The Hon''ble NCLT vide order dated June 15, 2023 approved the Scheme.

The Scheme was filed with the Registrar of the Companies, NCT of Delhi & Haryana (“ROC”) on June 28, 2023. Consequently, four (4) wholly owned subsidiaries, direct and indirect, of Religare Enterprises Limited namely Religare Comtrade Limited, Religare Insurance Limited, Religare Advisors Limited and Religare Business Solutions Limited have been merged with/into the Company w.e.f. June 28, 2023. The Appointed Date of the Scheme was April 01,2019.

ii. Religare Broking Limited (“RBL” or “the Transferor Company”) and Religare Digital Solutions Limited (“RDSL” or “the Transferee Company”) approved a Scheme of

Arrangement (“the Scheme”) under section 230-232 of the Companies Act, 2013, in their respective Board meetings held on May 18, 2022, and May 25, 2022. RBL is a wholly owned subsidiary of the Company and RDSL is a wholly owned subsidiary of RBL.

The Scheme inter alia provides for transfer of E-Governance Undertaking of the Transferor Company to the Transferee Company on a “slump sale” basis, as a going concern in accordance with provisions of the Scheme.

The Scheme was filed with the Hon''ble National Company Law Tribunal (NCLT), New Delhi, on September 21, 2022, and is subject to obtaining necessary regulatory approvals. The appointed date for the Scheme is April 01,2022, and the accounting effect will be given post-effectiveness, after NCLT approval.

The First Motion Application for the Scheme was admitted by the NCLT on November 30, 2023, and the Second Motion Application was filed in December 2023, admitted on January 05, 2024. The matter is now listed for final hearing.

7. Dissolution of Religare Global Asset Management, Inc. (RGAM Inc.)

During the FY 2023-24, Religare Global Asset Management, Inc. (RGAM Inc.), a wholly owned subsidiary of the Company in Delaware, USA stands dissolved w.e.f October 09, 2023 as per the report of the search conducted and received by the Company on December 27, 2023. Accordingly, RGAM Inc. ceases to be a subsidiary of the Company.

REGULATORY UPDATES Reserve Bank of India (“RBI”)

Inspection FY 2022-23

RBI conducted a select scope inspection of the Company under section 45N of the Reserve Bank of India Act, 1934 during the month of August 2023 with respect to the financial position as on March 31, 2023. The Supervisory Letter along with Inspection report, Risk Assessment Report and Risk Mitigation Plan pursuant to same were issued by the RBI in October 2023 for which replies indicating comments / compliance were furnished within the specified timelines.

Inspection FY 2023-24

RBI conducted a supervisory risk assessment of the Company under section 45N of the Reserve Bank of India Act, 1934 with respect to the financial position as on March 31,2024. The Supervisory Letter from RBI indicating supervisory rating along with major supervisory concerns was received by the company in September 2024 for

which replies indicating comments / compliance were furnished within the timeline specified.

Securities and Exchange Board of India (“SEBI”) Interim Order cum Show cause notice

The Company received an Interim Order cum Show Cause Notice (REF. WTM/ASB/CFD/CFD-RAC-DCR-1/30516/2024-25 dated June 19, 2024) from SEBI on June 20, 2024 (“Order cum SCN”). The ex-parte Order cum SCN was issued to the Noticees i.e. the Company and each of its Directors. Para 33 of the Order cum SCN inter alia contains directions, in exercise of the powers conferred under Sections 11(1), 11(4) and 11B(1) read with Section 19 of the SEBI Act, 1992, to furnish within seven days of the date of the order, an undertaking that Noticees shall apply to the regulatory authorities including RBI on or before July 12, 2024 for all the requisite statutory approvals that are necessary for proceeding with the open offer by the Acquirers (i.e. Burman Group who have made open offer to the shareholders of the Company vide Public Announcement dated September 25, 2023); to take all necessary steps to facilitate the Acquirers to fulfil their obligations under SAST Regulations, 2011; and to forthwith constitute Committee of Independent Directors, in terms of Reg 26(6) of SAST Regulations, 2011, if not already constituted.

In addition, under Para 34 of the Order cum SCN, a show cause notice was issued to the Noticees as to why further action under Section 11, 11(4) and 11B of the SEBI Act, 1992 should not be initiated against the Noticees restraining them from accessing the securities market for a specified period and from associating with any listed company, etc. Pertinently, under Para 35 of the SEBI Order, a time period of 14 days was provided to the Noticees to reply their objections.

The Order cum SCN alleges that:

• the Company has violated provisions of Regulation 26 of SAST Regulations, 2011 and has failed to adhere to the underlying principles governing the SAST Regulations, 2011. Further, Noticee 1 is also alleged to have violated the provisions of Regulations 4(2)(a) and (d) of the LODR Regulations, 2015.

• Noticees 2 to 7 who are directors of the Company are responsible for the affairs of the Company and therefore for the contraventions done by the Company. Further, Noticees 2 to 7 have also allegedly violated the provisions of Regulation 4(2)(f) of the LODR Regulations, 2015.

The Company and its Directors (hereinafter “Appellants”) preferred an appeal before the Securities Appellate Tribunal (“SAT”), Mumbai against the Order cum SCN. Upon hearing the matter on July 10, 2024, the SAT has passed an Order dated July 10, 2024.

The relevant excerpts of the SAT Order are as under:

• The Appellants have been granted time till July 22, 2024 to file the necessary application to the Regulatory Authorities including Reserve Bank of India (“RBI”), without prejudice to the rights and contentions including in the appeal, in order to comply with the directions contained in the Order cum SCN;

• Directions contained in para 35 of the Order cum SCN requiring Appellants to file the reply / objection to the SCN cum Order have been stayed.

In compliance with the SAT Order, an application has been submitted by the Company to the RBI on July 22, 2024. The respective subsidiaries of the Company have also submitted the applications to their regulators on July 22, 2024.

The matter is currently sub-judice.

Serious Fraud Investigation Office (“SFIO”)

In the matter of ongoing investigation of the Company initiated by SFIO in February 2018, as ordered by Ministry of Corporate Affairs, Government of India, the Company and its subsidiaries have been providing the requisite information / documents from time to time thus extending all possible cooperation to the authority.

LEGAL UPDATES

• Petition for rectification of Register of Members of the Company

Loancore Servicing Solutions Pvt. Limited had filed a petition before the Hon''ble NCLT, Delhi under Sections 58 and 59 of the Companies Act, 2013 seeking rectification of Register of Members of the Company, which was dismissed in default, vide order dated November 11, 2022 by Hon''ble NCLT. Further, Loancore has filed an application for restoration of the said petition which was dismissed vide order dated 18.10.2024.

• Corporate Loan Book

RFL has an exposure of '' 81,468 Lakhs as at March 31,2024 towards the Corporate Loan Book (“CLB”). RBI raised concerns in the past about the credit worthiness of the borrowers, credit appraisal and loan sanctioning mechanism followed by RFL in respect of this book. The management reviewed the portfolio and the financial reports of such borrowers to determine the respective recoverability of the said loans. Based on the maturity dates of the loans, recovery steps instituted and the financial reports of the borrowers, RFL had, on a prudent basis, made full provision of '' 2,03,670 Lakhs during the previous years against this portfolio.

RFL had initiated insolvency proceedings before the National Company Law Tribunal (''NCLT''), New Delhi against the concerned borrowers forming a part of the CLB category. Daiichi has sought impleadment and dismissal of petitions.

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The matter is pending at the stage of admission for completion of pleadings.

Further, RFL''s Insolvency petition against one of the Borrower

i.e. Annies Apparal was withdrawn by RFL on account that the said Borrower is already undergoing liquidation in a separate proceeding wherein, RFL''s claim was accepted by the Court. The Liquidation proceedings are under process.

RFL also filed criminal complaint before the EOW, Delhi on December 19, 2018 for various criminal actions committed by the erstwhile promoters and other associated persons/ entities, on which F.I.R. no. 50/2019 has been registered under Sections 409, 420 and 120-B of Indian Penal Code, 1860. The matter is pending before the Hon''ble Court for further Arguments on charge.

The Zonal Office of Enforcement Directorate (''ED'') has lodged an enforcement case under the Prevention of Money Laundering Act bearing ECIR no. 5 of 2019 on the basis of aforesaid F.I.R. The matter is sub-judice.

RFL has recognized ECL / impairment in respect of its entire exposure in respect of CLB portfolio as at March 31, 2024 and no further financial implications are expected on RFL in this regard.

Religare Comtrade Limited (now merged into REL) had also filed insolvency petitions against its borrowers & REL had filed insolvency petition against borrower ANR Securities'', before the Hon''ble NCLT, New Delhi. Daiichi has sought impleadment and dismissal of petitions. The matter is pending at the stage of admission for completion of pleadings.

• Fixed Deposits with Lakshmi Vilas Bank

As disclosed in the previous year''s reports, RFL had filed a suit in May 2018 before the Hon''ble Delhi High Court for recovery of fixed deposits amounting to '' 79,145 Lakhs (excluding '' 2,703.39 Lakhs interest accrued & due till the date of original maturity i.e. July 20, 2018) misappropriated / adjusted by Lakshmi Vilas Bank (LVB) against the loans given to erstwhile promoter group companies in the previous years. The Hon''ble Delhi High Court passed interim Orders directing that status quo be maintained in respect of RFL''s current account maintained with LVB. RFL filed an application before the Hon''ble Court for substitution of LVB with DBS Bank India Limited (DBS) which was allowed. RFL moved another application for amendment of suit under Order 6 Rule 17 which was allowed by the Hon''ble Court vide Order dt. December 15, 2023. DBS had challenged the said Order before the Appellate Court as well as before the Hon''ble Supreme Court which were dismissed. Further, LVB''s Application u/O-VII R-11 seeking dismissal of plaint is also dismissed vide Order dated 03-Dec-24. The matter is sub-judice.

Enforcement Directorate has suo-moto lodged ECIR on the basis of the FIR lodged by EOW and the same is under investigation.

• Writ Petition before the Delhi High Court against SEBI:

The Company has filed a writ petition before the Delhi High Court seeking investigation by the SEBI on the complaints/ grievances raised by the Company / Committee of Independent Directors against the Burman entities in connection with the ongoing open offer. The communications/complaints submitted by the Company highlighted its concerns, inter alia, pertaining to the fit and proper criteria of the Acquirers. REL has, under the Writ Petition, prayed for the Respondent to initiate an appropriate investigation on the complaints and communication issued to SEBI by REL in a time bound manner. The said writ has been disposed with the direction that all rights and contention of the parties are open and the Hon''ble Delhi Court has not made any observation on the merits of the case.

• Daiichi Sankyo Company Ltd. (“Daiichi”) vs. Malvinder Mohan Singh (MMS) & Ors pending before Delhi High Court, New Delhi

Daiichi Sankyo Company had filed execution proceedings against REL, RCML and RCMIML. In the said execution proceedings, Daiichi has obtained a status quo order on the brand “Religare” by suppressing the fact that the entire shareholding of RHC Holdings Pvt. Ltd. (“RHC”) in M/s Elive Infotech Pvt. Ltd. (“Elive”) had been pledged in favor of RFL as a security for various loans to group companies of RHC. RFL had filed an objection application in the said proceedings. Elive Infotech has also filed an application seeking sale of the Religare Trademarks along with the payment of approx '' 323 Crores from REL on the basis of the unauthorized usage of the Religare and allied Trademarks in light of the Brand License Agreement executed with RHC. REL & RFL has filed objections/ reply to the said application.

Furthermore, RFL has filed objections for sale of certain land parcels as mentioned in E.A. 185 of 2022. Further, Daiichi has also filed application demanding the forensic audit of Religare Group Companies in terms of order dated September 22, 2022 passed by Hon''ble Supreme Court in the matter of Oscar Investments. REL and RFL have filed their replies and objected to the same. The matter is sub-judice.

• Shivinder Mohan Singh (SMS) vs. REL & Ors, pending before Saket District Courts, Delhi:

SMS has filed a suit for declaration against the Company and its subsidiaries i.e. RFL, RCL, RSL, RCML, RCTL, RCMIML and current management before the court of ADJ, Saket Court, New Delhi seeking declaration that the termination of the Indemnity cum Release Agreement dated November 14,

2017 vide communication dated September 10, 2018, issued by REL & its subsidiaries, is illegal & void-ab-initio and further contended that the said agreement continues to be enforceable as per law and is binding upon the parties as on date. Religare entities has already filed its written statement to the said suit. Furthermore, application under Order 7 Rule 11 of the CPC, 1908 have also been preferred on behalf of the aforementioned Religare Group entities seeking dismissal of the Suit.

The suit has also impleaded the current Directors, in their capacity of Independent Directors against which applications under Order 1 Rule 10 of the CPC, 1908 have also been filed seeking their deletion from the memo of parties. Last opportunity granted to the SMS to file reply to the said application. The matter is sub-judice.

• M.B. Finmart & Ors. Vs. ROC of NCT of Delhi and Haryana & Anr. [W.P.(C). 12025/2024, Delhi High Court]

The Acquirers have challenged the order dated 22.08.2024 passed by the ROC of Delhi and Haryana, whereby the ROC had allowed the application made by REL seeking extension of 3 months for conducting its AGM for the Financial year ending 31.03.2024 under Section 96 of the Companies Act, 2013. This Writ Petition was dismissed vide order dated 30.08.2024.

• M.B. Finmart & Ors. Vs. ROC of NCT of Delhi and Haryana [L.P.A. 931/2024]

An Appeal has been filed by the acquirers against the dismissal order dated 30.08.2024 in W.P.(C) 12025/2024. The matter is sub-judice.

• Appeal against IRDAI order dated July 23, 2024

I RDAI had passed an order dated 23.07.2024 against CHIL wherein directions were given to CHIL to buy back Employee Stock Options granted to Dr. Rashmi Saluja at the exercise price of '' 45.32/- within 30 days, cancel and revoke the stock options granted to Dr. Saluja, which remain exercised and/ or unvested as on the date of the order and restrained CHIL from making any further allotment of ESOPS in her favour; Further, imposing a fine of '' 1 Crore, CHIL has been directed to seek prior approval of IRDAI before making/implementing any decision in relation to any remuneration/payment to any member of the Board of the Appellant.

This order was challenged by CHIL (as well as Dr. Saluja in her individual capacity) before the Hon''ble Securities Appellate Tribunal (SAT) primarily on the ground that the ESOPs were granted to Dr. Saluja in in her capacity of employee and Executive Chairperson of REL, the holding company from

the ESOP pool for this purpose, in accordance with the ESOP Scheme and after due approval by Board and the shareholders.

Vide its Order dated 09.08.2024, the SAT directed as follows:

a. the Order is stayed for a period of 12 weeks with liberty to seek vacation/modification after filing of reply. (This stay has been further extended to 21.01.2025)

b. 75,69,685 shares of CHIL shall not be dealt with by Dr. Saluja and status quo to be maintained in respect of unexercised, unvested stock options of CHIL.

c. Directions under Para 23 of the Order (penalty of '' 1 Crore on CHIL) stayed subject to deposit of 50% amount thereunder within period of 4 weeks from the order, which has since been complied with.

The matter is sub-judice.

EQUITY SHARE CAPITAL

The Authorized Share Capital of the Company as on March 31,2024 was '' 9,89,70,50,000 (Rupees Nine Hundred Eighty Nine Crore Seventy Lakh and Fifty Thousand only) divided into 82,77,05,000 (Eighty Two Crore Seventy Seven Lakh Five Thousand only) Equity Shares of '' 10 (Rupees Ten only) each aggregating '' 8,27,70,50,000 (Rupees Eight Hundred Twenty Seven Crore Seventy Lakh Fifty Thousand only) and 16,20,00,000 (Sixteen Crore Twenty Lakh only) Redeemable Preference Shares of ''10 (Rupees Ten only) each aggregating '' 1,62,00,00,000 (Rupees One Hundred Sixty Two Crore only).

During the year under review, the issued, subscribed and paid up equity share capital of the Company was increased from '' 3,23,55,94,630/- (Rupees Three Hundred Twenty Three Crores Fifty Five Lakhs Ninety Four Thousand Six Hundred and Thirty only) consisting of 32,35,59,463 (Thirty Two Crores Thirty Five Lakhs Fifty Nine Thousand Four Hundred and Sixty Three only) equity shares of '' 10/- (Rupees Ten only) each to '' 3,29,72,11,630 (Rupees Three Hundred Twenty Nine Crores Seventy Two Lakhs Eleven Thousand Six Hundred and Thirty only) consisting of 32,97,21,163 (Thirty Two Crores Ninety Seven Lakhs Twenty One Thousand One Hundred and Sixty Three only) equity shares of '' 10/- (Rupees Ten only) each.

The issued, subscribed and paid up equity share capital as on March 31, 2024 is '' 3,29,72,11,630 (Rupees Three Hundred Twenty Nine Crores Seventy Two Lakhs Eleven Thousand Six Hundred and Thirty only).

Post March 31, 2024 and till the date of this report, the Company allotted 8,84,500 Equity Shares of face value of '' 10/- each at exercise price ranging from '' 39.55 to '' 207.20 each pursuant to exercise of stock options granted under the Religare Enterprises

Limited Employee Stock Option Plan 2019. Pursuant to the said allotment, the issued, subscribed and paid up equity capital of the Company stands increased from '' 3,29,72,11,630/- divided into 32,97,21,163 equity shares of '' 10/- each to '' 3,30,60,56,630/-divided into 33,06,05,663 equity shares of '' 10/- each.

PREFERENCE SHARE CAPITAL

The Company has two types of Preference Shares outstanding as on date comprising 15 Lakhs 13.66% Cumulative Non-Convertible Redeemable Preference Shares of '' 10/- each issued in 2008 (2008 Preference Shares) and 2.5 Crores 0.01% Non-Cumulative Non-Convertible Redeemable Preference Shares of '' 10/- each issued in 2016 (2016 Preference Shares).

The Company did not redeem the 2008 Preference Shares on due date of October 31, 2018 with Redemption value amounting at '' 4,190.28 Lakhs basis the interim application filed in the matter of Daiichi Sankyo Company Limited vs. Malvinder Mohan Singh & Others before the Hon''ble High Court of Delhi disputing its liability as garnishee and praying among other reliefs for the stay of redemption pending the outcome of investigations into the affairs of the Company and its subsidiaries already initiated by SEBI and SFIO. The Company has been served with warrants of attachment as Garnishee, which is being contested / challenged. Further, the Company has also filed a criminal complaint before the Economic Offences Wing, Delhi Police for various offences under the Indian Penal Code, 1860 w.r.t transactions relating to issuance and redemption of said Preference Shares.

Further, due to non-payment of dividend by the Company continuously for two years on 2016 Preference Shares, voting rights triggered on these Preference Shares in terms of relevant provisions of the Act. The Company has also not paid dividend on 2008 Preference Shares but the Company has a letter dated August 20, 2012 from then holder of these shares irrevocably and unconditionally waiving off the voting rights on 2008 Preference Shares. The Company has not redeemed aforesaid 2016 Preference Shares with redemption value amounting '' 4,212.75 Lakhs due for redemption on August 30, 2021 and which is outstanding as of March 31, 2024.

The Company has filed the petition before the Hon''ble National Company Law Tribunal, New Delhi Bench seeking rectification of Register of Members of the Company by cancellation of 2016 Preference Shares and any other appropriate reliefs, including interim relief with respect to freezing of voting rights and dividend rights attached to the said 2016 Preference Shares. The Hon''ble NCLT on September 29, 2021 directed ordering the status quo on the respondents to restrain them from exercising their voting power with the resolution until the further order. Further, vide order dated December 16, 2021, it was affirmed by Hon''ble Tribunal that interim order will continue. The matter is sub-judice.

The Company on prudent basis had created a provision of '' 2,941.67 Lakhs towards the potential interest liability from the

redemption date till March 31, 2023 on aforesaid Preference Shares. However, based on its re-assessment of the facts of the matter and as advised by the legal experts as at March 31, 2023, the Company is of the view that there will be no contractual or legal obligation on the Company to pay any compensation/interest in lieu of the unredeemed Preference Shares or on its redemption value irrespective of what may be the final outcome of the matters regarding the payment of total redemption value of '' 8,403.03 Lakhs which are presently sub-judice. Accordingly, the provision created towards contingency of '' 2,941.67 Lakhs was reversed during the year ended March 31, 2023. However, the provision towards the redemption value has been continued on prudent / conservative basis.

NON-CONVERTIBLE DEBENTURES

There are no outstanding non-convertible debentures as on date.

PUBLIC DEPOSITS

Your Company has neither invited nor accepted any deposits from public within the meaning of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 during the period under review.

ANNUAL RETURN

As per the requirements of Section 92(3) read with Section 134(3) (a) of the Companies Act, 2013 read with Rules framed thereunder, copy of the Annual Return as on March 31, 2024 is available on website of the Company and can be accessed through the link https://religare.com/annual-returns/

CAPITAL REQUIREMENTS

Your Company is registered with the Reserve Bank of India (“RBI”)¹ as a Non-Deposit Taking Systemically Important Core Investment Company (“CIC-ND-SI”) vide Certificate No. N-14.03222 dated June 03, 2014. Pursuant to introduction of the Revised Regulatory Framework for NBFCs through Scale Based Regulation (SBR) by RBI on October 22, 2021, the Company is classified as NBFC - Middle Layer. As a Core Investment Company, your Company is primarily engaged in the business of investment of shares of and lending to its group companies holding not less than 90% of its net assets in the form of investment in equity shares, preference shares, bonds, debentures, debt or loans in group companies.

Being a Core Investment Company, the requirement of capital adequacy is not in the form of Capital to Risk Weighted Assets (CRAR) like conventional credit and investment companies. The Company is required to -

a. maintain minimum Adjusted Net Worth of 30% of its aggregate risk weighted assets on balance sheet and risk adjusted value

of off-balance sheet items as on the date of the last audited balance sheet as at the end of the financial year; and

b. restrict the outside liabilities up to 2.5 times of its Adjusted Net

Worth as on the date of the last audited balance sheet as at the end of the financial year.

The Company is in compliance with the abovementioned requirements as at March 31, 2024.

Further, based on the RBI''s instructions on Scale Based Regulation of NBFCs, the Company also conducted an Internal Capital Adequacy Assessment for FY 2023-24 as per the Company''s ICAAP policy. It was observed that the Company was adequately capitalized to cover for all material risks.

RELIGARE EMPLOYEES STOCK OPTION SCHEMES

Nomination and Remuneration Committee (“Committee”) of the Board of Directors of the Company, inter alia, administers and monitors the Employees'' Stock Option Schemes of the Company in accordance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (erstwhile Securities and Exchange Board of India) (Share Based Employee Benefits) Regulations, 2014 & Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999) (‘the SEBI ESOP Regulations'').

During the year under review, the Committee granted 68,00,000 stock options under the “Religare Enterprises Limited Employees Stock Option Plan 2019”.

Details as required under the SEBI ESOP Regulations, Religare Employees Stock Option Plan 2019 (“ESOP Scheme 2019”) have been uploaded on the website of the Company and can be accessed through the link https://religare.com/employee-stock-option-schemes/.

Considering that there are no outstanding options under said schemes, the Board of Directors on August 08, 2023 approved the termination of Religare Employees Stock Option Scheme 2010 and Religare Employees Stock Option Scheme 2012 as per the provisions of the said schemes.

Certificate from the Secretarial Auditors confirming that ESOP Scheme 2019 has been implemented in accordance with the SEBI ESOP Regulations will be available for inspection by the members in the forthcoming Annual General Meeting of the Company.

¹RBI Disclaimer: (a) Reserve Bank of India does not accept any responsibility or guarantee about the present position as to the financial soundness of the company or for the correctness of any of the statements or representations made or opinions expressed by the company and for discharge of liability by the company; (b) Neither is there any provision in law to keep, nor does the company keep any part of the deposits with the Reserve Bank and by issuing the Certificate of Registration to the company, the Reserve Bank neither accepts any responsibility nor guarantee for the payment of the public funds to any person/ body corporate.

25 I

CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

Following changes occurred in the directors of the Company during the year under review:

• The members approved the appointment of Mr. Malay Kumar Sinha as a Director w.e.f. May 28, 2023 and his re-appointment as Non-Executive Independent Director for a second term of 5 consecutive years.

Reserve Bank of India (RBI) vide its letter dated May 15, 2024 has informed the Company that the application dated November 17, 2023 for prior approval of RBI for appointment of Mr. Rakesh Asthaana (DIN: 09311328), Group Head - Corporate Affairs & Business Advisor, as Additional Director (to be designated as Whole-time Director) to the Board of the Company does not have the approval of Reserve Bank of India.

In terms of Section 203 of the Act, following are the KMPs of the Company as on March 31,2024:

1. Dr. Rashmi Saluja, Executive Chairperson

2. Mr. Nitin Aggarwal, Group Chief Financial Officer

3. Ms. Reena Jayara, Company Secretary

*Mr. Nitin Aggarwal ceased to be Group CFO of the Company w.e.f. November 12, 2024

** Ms. Reena Jayara ceased to be Company Secretary and Compliance Officer of the Company w.e.f. October 07, 2024

Further, Mr. Rajat Kalra was appointed as Company Secretary and Compliance Officer w.e.f. October 08, 2024 in place of Ms. Reena Jayara. However, he resigned as Company Secretary and Compliance Officer w.e.f. November 22, 2024.

Mr. Vinay Gupta has been appointed as Company Secretary and Compliance Officer w.e.f. December 05, 2024.

In accordance with the provisions of Section 152 of the Act, Dr. Rashmi Saluja (DIN: 01715298), retires at the ensuing Annual General Meeting (AGM), and being eligible, offers herself for re-appointment. Brief details of Dr. Rashmi Saluja, who is seeking re-appointment, are given in the Notice of the AGM.

In the opinion of the Board, the Independent Directors appointed are persons of integrity and fulfil requisite conditions as per applicable laws and are independent of the management of the Company.

Further in the opinion of the Board, the Directors appointed possess requisite qualifications, experience, expertise, proficiency and hold high standards of integrity.

DECLARATION BY THE INDEPENDENT DIRECTORS

All Independent Directors (IDs) have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16 of SEBI LODR Regulations.

All the IDs of the Company have registered their names with the data bank of IDs maintained by the Indian Institute of Corporate Affairs (IICA).

In terms of Regulation 25(8) of the SEBI LODR Regulations, the Independent Directors have confirmed that they are not aware of any circumstances or situation which exist or may be anticipated, that could impair or impact their ability to discharge their duties.

In the opinion of the Board, Independent Directors qualify the criteria of Independent Director as mentioned in the Act and SEBI LODR Regulations and are independent of the management.

Further, all the Directors of the Company (including Executive Chairperson) have confirmed that they satisfy the “Fit & Proper” criteria as prescribed in the Directors Appointment & Fit and Proper Policy of the Company.

Pursuant to RBI circular introducing Scale Based Regulations, an independent director shall not be on the Board of more than three NBFCs (NBFCs-ML or NBFCs-UL) at the same time and the NBFC shall ensure that there is no conflict arising out of their independent directors being on the Board of another NBFC at the same time.

In this respect, the Company has received confirmation from the Independent Directors on the above requirement that they are not on the Board of more than three NBFCs in Upper or Middle Layer.

BOARD EVALUATION AND INDEPENDENT DIRECTORS’ MEETING

Pursuant to the provisions of the Act and SEBI LODR Regulations, the Board is required to carry out an annual performance evaluation of its own performance, the performance of the directors individually as well as the evaluation of the working of its Committees.

The performance evaluation of the members of the Board, the Board level Committees and Board as a whole was carried out in the Board meeting held on May 21, 2024 as per the Board Evaluation Policy of the Company. The Board expressed its satisfaction with the evaluation process. The manner in which evaluation has been carried out and criteria of evaluation has been explained in the Corporate Governance Report.

During the year, the Independent Directors met without the presence of other directors or members of Management.

All the Independent Directors were present at the meeting. In the meeting, the Independent Directors reviewed performance of Non-Independent Directors, the Board as a whole and Chairperson. They assessed the quality, quantity and timeliness of

flow of information between the Company Management and the Board. The Independent Directors expressed satisfaction over the performance of the Executive Chairperson and Management of the Company.

APPOINTMENT & REMUNERATION POLICY

The Nomination and Remuneration Committee is authorized to determine the criteria of appointment of Directors and to identify candidates for appointment to the Board of Directors. In evaluating the suitability of a person for appointment / re-appointment as a Director, the Committee takes into account the eligibility, qualification, skills, expertise, track record, integrity and fit and proper credential of the appointee. The Committee also assesses the independence of Directors at the time of their appointment / re-appointment as per the criteria prescribed under the provisions of the Act, the rules made thereunder and the SEBI LODR Regulations. The Board has adopted the Director''s Appointment & Fit and Proper Policy in line with the requirements of the Act and RBI Guidelines on Corporate Governance.

The Company has the Remuneration Policies in place for remuneration of Directors (Executive and Non-Executive), Key Managerial Personnel, Senior Manag erial Personnel and other employees in line with the requirement of the Act, SEBI LODR Regulations and Guidelines on Compensation of the Key Managerial Personnel, Senior Managerial Personnel in NBFCs as issued by the RBI.

In compliance with the RBI Notification dated 22 October 2021 on introduction of the ‘Scale Based Regulatory framework for NBFCs followed by Notification dated April 29, 2022 w.r.t. ‘Guidelines on Compensation of Key Managerial Personnel (KMP) and Senior Management Personnel (SMP) in NBFCs'', the Company had incorporated appropriate changes in the Policy relating to the framework for role for NRC, composition of compensation, effective alignment of fixed and variable compensation components with prudent risk taking, principles of variable compensation - proportion, deferral, compensation of control and assurance function personnel, Guaranteed Bonus Guidelines, Malus and Claw back etc. w.e.f. April 01,2023.

The Remuneration Policy(ies) are stated in the Corporate Governance Report. The relevant Policy(ies) are being updated regularly and have been uploaded on the website of the Company and can be accessed through the link https://religare.com/policies/.

INTERNAL CAPITAL ADEQUACY ASSESSMENT PROCESS (“ICAAP”)

RBI, vide its circular dated October 22, 2021 issued Scale Based Regulation (SBR): A Revised Regulatory Framework for NBFCs. In terms of Clause 3.2.1 of the SBR, the NBFCs in Upper Layer and Middle Layer are required to make a thorough internal assessment of the need for capital, commensurate with the risks in their business, on similar lines as ICAAP prescribed for commercial banks under Pillar 2 (Master Circular - Basel III Capital Regulations

dated July 01, 2015). The Company, being an NBFC in the Middle Layer, in compliance with the regulatory requirements, formulated a comprehensive ICAAP policy which was approved by the Board. The objectives of ICAAP, governance structure, roles and responsibilities, ICAAP process involving identification of risks (credit, market, operational and other residual risks) to which the Company is exposed, the adequacy of capital to deal with the impact of these commensurate with the scale and complexity of operations of the Company, and capital planning to ensure adequacy of capital have been detailed in the ICAAP policy.

The objective of ICAAP is to assess on an ongoing basis the adequacy of capital so as to ensure availability of capital considering all risks in business so as to enable better assessment, monitoring and management of risks as well as efficient capital management and capital planning commensurate with the business of the Company and risks it is exposed to. Supervisory assessment of ICAAP facilitates active dialogue between RBI and the Company on risk assessment, monitoring and mitigation.

The Company conducted an Internal Capital Adequacy Assessment as per the ICAAP policy for FY 2023-24 and presented the report to the GRMC and Board. The ICAAP indicated that the Company was adequately capitalized to cover for all material risks including in stress scenarios.

COMPLIANCE POLICY

In compliance with the RBI Circular dated April 11, 2022 on ‘Compliance Function and Role of Chief Compliance Officer'' issued in furtherance to the Scale Based Regulation (SBR): A Revised Regulatory Framework for NBFCs dated October 22, 2021 issued by RBI, the Company has put in place a Compliance Policy which has been duly approved by the Board. Further, the Company has strengthened its Compliance team and processes to ensure effective tracking and monitoring of regulatory compliances. Being a Core Investment Company, the Company is also overseeing regulatory and statutory compliances by all the entities in the Group. The Company has also put in place an on-line internal compliance monitoring tool as mandated by RBI.

INFORMATION TECHNOLOGY AND CYBER SECURITY

RBI vide Master Direction - Information Technology Framework for the NBFC Sector dated June 08, 2017 has laid down an information technology framework for the NBFC sector to formulate IT framework inter-alia on IT Governance, IT Policy, Information and Cyber Security, IT Operations, IS Audit, Business Continuity Planning and IT Services Outsourcing by the NBFCs. Pursuant to the framework, the Company has constituted the IT Strategy Committee and also appointed / designated the Chief Information Officer in the Company.

Pursuant to the said directions / framework, the Company has put in place policies which, inter alia, includes Business Continuity Policy, Information Security Policy, Information Technology Policy,

Cyber Security Policy, IT Outsourcing Policy etc. and has taken all appropriate measures necessary to strengthen the IT environment and cyber security in the Company.

BOARD/COMMITTEE COMPOSITION AND MEETINGS

During the financial year under review nine (9) meetings of the Board of Directors were held. A calendar of meetings is prepared and circulated in advance to the Directors.

The Company has the following Board Committees:

1. Audit & Governance Committee

2. Nomination & Remuneration Committee

3. Stakeholders'' Relationship Committee

4. Group Risk Management Committee

5. Corporate Social Responsibility & ESG Committee

6. Asset Liability Management Committee

7. Investment Borrowing & Share Allotment Committee

8. IT Strategy Committee

9. Committee of Independent Directors

The Corporate Social Responsibility Committee was renamed as Corporate Social Responsibility & ESG Committee (“CSR & ESG Committee”) on November 02, 2023 to include the matters relating to ESG in its Scope.

The RPT Sub-Committee which was constituted to monitor and regulate transactions between the Company and its Related Parties in terms of shareholder agreement with International Finance Corporation (IFC) was dissolved consequent to the sale of its entire shareholding in the Company by IFC on January 29, 2024.

Further, the Committee of Independent Directors (COID) was constituted during the year on October 09, 2023 in terms of the requirements of Regulation 26 (6) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (“SAST Regulations”), to publish reasoned recommendations on the open offer to the shareholders of the Company in terms of Regulation 26(7) of SAST Regulations at the appropriate time.

Details of the composition of the Board and Committees and changes therein, terms of reference of the Committees, attendance of Directors at meetings of the Board and Committees and other requisite details are provided in the Corporate Governance Report which forms part of this Annual Report.

The intervening gap between the Meetings was within the period prescribed under the Act and the SEBI LODR Regulations.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

In compliance with Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 as amended, the Company has established a Corporate Social Responsibility (“CSR”) Committee. The CSR Committee has formulated and recommended to the Board, a CSR Policy which provides the overview of projects or programs and the guiding principles for selection, implementation and monitoring of the CSR activities, which has been approved by the Board. The strategic intent was to adopt a unified cause across the Religare Group and hence the CSR policy and program to be supported has been cascaded across all Group entities.

The Company has a dedicated subsidiary namely Religare Care Foundation (“RCF”) registered under Section 8 of the Act to look after the CSR expenditure of the various companies of Religare group leading to a more strategic and efficient approach in CSR spending towards a larger unified purpose at group level. Such in-house CSR company also leads to a more administrative control and economy of operations in group CSR spending and also helpful in achieving better brand building.

The Company was not required to spend money under CSR for financial year ended 2023-24 as prescribed under Section 135 of the Act as the Company incurred an average net loss of '' 3,659.38 Lakhs for previous three financial years.

Annual Report on CSR in the format prescribed in Companies (Corporate Social Responsibility Policy) Rules, 2014 as amended is attached as “Annexure A”.

AWARDS & RATINGS

Following awards and recognitions were received by the subsidiaries of the Company during the period under review -

Awards

• Care Health Insurance Limited

i. Smart Insurer Award - The 10^th Annual Insurance Summit & Awards 2023

ii. Amiable Insurer Award - The 10^th Annual Insurance Summit & Awards 2023

iii. Best Health Insurance Company In Rural Sector - the India Insurance Summit & Awards 2024

iv. Claims Service Leader of The Year - India Insurance Summit & Awards 2024

i. Leading Member-Base Metals-MCX Awards 2023

ii. Most Preferred Workplace (2023-2024) - BFSI

Marksmen Daily

iii. Appreciation Award - 2023- PFRDA

Ratings

The Company had no ratings during the year under review as there were no outstanding facility(ies) which requires the Company to have any rating.

With respect to our subsidiary Care Health Insurance Limited (CHIL), India Ratings and Research Pvt Limited has affirmed the proposed Subordinated debt rating of ''IND A '' / Stable of CHIL and has assigned Long-Term Issuer Rating of ''IND A '' / Stable to CHIL. The corporate credit “CRISIL A /Stable” (pronounced as CRISIL A plus rating with stable outlook) rating assigned to CHIL by CRISIL Ratings was withdrawn in April 2024 in consistent with the policy on withdrawal of ratings of the agency.

In Religare Broking Limited (RBL), CRISIL Ratings Limited has assigned ratings i.e. CRISIL BBB/Stable (Assigned) long term rating & CRISIL A3 (Assigned) short-term rating to the Bank Loan facilities of '' 350 Crore in December 2023. Care Ratings Limited has upgraded the ratings of its long-term / short term bank facilities up to '' 500 Crores to CARE BBB; Stable / CARE A3 (Triple B ; Outlook: Stable / A Three Plus) in June 2024.

In Religare Finvest Limited (RFL), India Ratings and Research (Ind-Ra) in March 2024, consistent with its Policy on Withdrawal of Ratings, has withdrawn the Long term bank loans rating assigned to RFL on receipt of no dues certificate from the lender. The Lower tier 2 sub-debt (long term) rating assigned to the NCDs of RFL was withdrawn by Ind-Ra in October 2023, Further in October 2023, ICRA has withdrawn the Long Term bonds/NCD/LTD rating of [ICRA] D assigned to the NCDs of RFL. As on March 31, 2024 RFL didn''t not have any credit rating from any credit rating agency.

The housing finance subsidiary Religare Housing Development Finance Corporation Limited (RHDFCL) had rating of CARE BB (Outlook: Negative) assigned to long term bank lines by Care Ratings Limited during the year. Further, in April 2024, ICRA Limited has upgraded rating of long-term bank lines to [ICRA]BB (Stable)/ from [ICRA]BB- (Outlook: Stable) and reaffirmed short-term bank loan / short-term debt programme rating at [ICRA] A4. Further, in July 2024, CARE Ratings revised its rating outlook from Negative to Stable, CARE BB (Stable), on the long term bank lines rating of RHDFCL. In September 2024, Infomerics Ratings assigned the rating of IVR BBB- (Outlook: Stable) to RHDFCL''s proposed Non-Convertible Debentures of '' 100 Crores.

The Equity Shares of the Company are listed on National Stock Exchange of India Limited and BSE Limited. The annual listing fees for the year 2023-24 have been paid to both the Stock Exchanges.

STATUTORY DISCLOSURES

None of the Directors of your Company is disqualified as per provision of Section 164(2) of the Act. The Directors of the Company have made necessary disclosures, as required under various provisions of the Act and the SEBI LODR Regulations.

CONSOLIDATED FINANCIAL STATEMENTS

As required under the Regulation 34 of SEBI LODR Regulations and Section 129(3) of the Act, consolidated financial statements of the Company and its subsidiaries are attached to the Annual Report. The consolidated financial statements have been prepared in accordance with Indian Accounting Standard (“Ind AS”)-103, “Business Combination” and Ind AS-110 “Consolidated Financial Statements” issued by the Institute of Chartered Accountants of India and notified by the MCA. The audited consolidated financial statements together with Auditor''s Report form part of the Annual Report.

Though, the Company holds 100% equity share capital in Religare Capital Markets Limited (“RCML”), however in the present scenario controlling through voting rights of RCML is not there with the Company. Beside this, the tripartite agreement entered into, in financial year 2011-12, between REL, RCML and RHC Holding Private Limited (“RHCHPL”), for providing financial support to RCML by RHCHPL (by subscribing Preference Shares of RCML), severe long term restrictions and significant restrictive covenants on major decision making at RCML were imposed by the holder of preference shares. Accordingly in view of the above, the financial statements of RCML and its subsidiaries have been excluded from the consolidated financial statements of the Company w.e.f. October 01, 2011, in accordance with applicable accounting standards. The Company has already provided fully for the entire investment made by it in RCML in previous years.

The consolidated financial statements presented by your Company, including financial information of all its subsidiaries, excluding RCML and RCML''s subsidiaries, have been duly audited by the Statutory Auditors and the same is published in your Company''s Annual Report.

The financial statements of the Company and its subsidiaries are placed on the Company''s website at https://religare.com/ quarterly-annual-results/.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

Even though operations of the Company are not energy intensive, the management has been highly conscious of the importance of conservation of energy and technology absorption at all operational levels and efforts are made in this direction on a continuous basis. In view of the nature of activities which are being carried on by the

Company, the particulars as prescribed under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 regarding conservation of energy and technology absorption are not applicable to the Company and hence have not been provided.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has incurred '' 30.73 Lakhs expenditure (previous year: '' Nil) in foreign exchange and earned '' 10.78 Lakhs income (previous year: Nil) in foreign exchange during the year under review on a standalone basis.

MAINTAINANCE OF COST RECORDS

The Company is in the financial services industry. In view of the nature of activities which are being carried on by the Company, the maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Act is not applicable on the Company and hence such accounts and records are not maintained.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

No amount was required to be transferred by the Company to the Investor Education and Protection Fund (IEPF) during the financial year under reporting.

The Company has appointed a Nodal Officer for the IEPF authority, the details of which are available on the website of the Company at https://religare.com/investor-contacts/

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of their knowledge and ability, confirm that:

(a) i n the preparation of the annual financial statements for the year ended March 31, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the Loss of the Company for that period;

(c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) they have prepared the annual accounts on a going concern basis;

(e) they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively; and

(f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

CORPORATE GOVERNANCE

The Company is committed to uphold high standards of Corporate Governance and adhere to the requirements set out by the Securities and Exchange Board of India.

A detailed report on Corporate Governance along with the Certificate of M/s DPV & Associates LLP, Company Secretaries regarding compliance with conditions of Corporate Governance as stipulated in Schedule V of the SEBI LODR Regulations and a certificate from M/s. MAKS & Co., Company Secretaries that none of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as Directors of companies by Board / Ministry of Corporate Affairs or any such statutory authority forms integral part of this Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Pursuant to Regulation 34(2)(f) of the SEBI LODR Regulations, the Business Responsibility and Sustainability Report is annexed and forms integral part of this Report.

EXTENSION OF ANNUAL GENERAL MEETING

The Annual General Meeting (“AGM”) of the Company for the F.Y. 2023-24 was due to be held on or before September 30, 2024. The Company vide application dated August 21, 2024 requested Registrar of Company for granting extension for holding AGM for the F.Y. 2023-24.

ROC vide approval letter dated August 22, 2024 had granted an extension for holding AGM for the F.Y. 2023-24 by 3 (three) months.

AUDITORS

M/s S. P Chopra & Co., Chartered Accountants (Firm Registration No. 000346N) holds office as Statutory Auditors of the Company until the conclusion of the 40^th AGM of the Company to be held in the year 2024 in compliance with the provisions of the Companies Act, 2013 (Act) and ''Guidelines for Appointment of Statutory Central Auditors (SCAs)/ Statutory Auditors (SAs) of Commercial Banks (excluding RRBs), UCBs and NBFCs (including HFCs)'' issued by RBI vide Circular dated April 27, 2021 (RBI SA Guidelines).

In compliance with the regulatory requirement under the RBI SA Guidelines, the Company had evaluated the proposals received from various audit firms eligible to be appointed as Statutory Auditor of the Company. Basis the various proposals received from the eligible audit firms, the Board of Directors of the Company

on recommendation of Audit Committee had approved the appointment of M/s Nangia & Co, LLP, Chartered Accountants (Firm Registration No. 002391C-N500069), subject to approval of the shareholders, as Statutory Auditors of the Company for a period of three years from the conclusion of 40^th AGM until the conclusion of the 43^rd AGM to be held in the year 2027. However, subsequently vide letter dated September 10, 2024, M/s. Nangia & Co, LLP have withdrawn their consent for being considered for appointment as Statutory Auditors of the Company.

Accordingly, management invited proposals for conducting statutory audit of the Company afresh from eligible audit firms and on the basis of evaluation of such proposals the Board of Directors of the Company on recommendation of Audit & Governance Committee has approved the appointment of M/s Kirtane & Pandit LLP, Chartered Accountants (Firm Registration No. 105215W/ W100057) as Statutory Auditors of the Company for a period of three years from the conclusion of 40^th AGM until the conclusion of the 43^rd AGM to be held in the year 2027. The first year of audit will be of the financial statements for the year ending March 31, 2025, which will include the audit / limited review of the quarterly financial results for the financial year 2024-25. In this regard, the Company has received certificate to the effect that M/s Kirtane & Pandit LLP, Chartered Accountants satisfy the criteria provided under Section 141 of the Act and RBI SA Guidelines and that the appointment, if made, shall be in accordance with the applicable provisions of the Act and rules framed thereunder.

Therefore, members are requested to consider and approve the appointment of M/s. Kirtane & Pandit LLP, Chartered Accountants as Statutory Auditors of the Company as per the proposal forming part of the Notice of the forthcoming AGM.

AUDITORS’ REPORT

The Reports given by the Auditor on the financial statements of the Company form part of the Annual Report. There is no qualification in the Auditors Report on the standalone and consolidated financial statements for the financial year ended March 31,2024 and hence, no explanation is required thereon.

SECRETARIAL AUDITORS’ REPORT

As per provisions of Section 204 of the Act, the Board of Directors of the Company has appointed M/s P I & Associates as the Secretarial Auditor of the Company to conduct the Secretarial Audit. The Secretarial Audit Report for the financial year ended March 31, 2024, is annexed to this Report. Report of the Secretarial Auditor is without any qualification and hence, no explanation is required thereon.

Further, the secretarial audit reports of material subsidiary(ies) of the Company in FY 2023-24 is annexed to this Annual Report.

PARTICULARS OF INVESTMENTS, LOANS AND GUARANTEES

The Company, being an NBFC, is exempted from the provisions of Section 186 [except sub-section (1)] of the Act. Accordingly, details of particulars of loans, guarantees or investments as required to be provided as per Section 134(3)(g) of the Act are not provided.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of business. There are no materially significant related party transactions entered by the Company with related parties which may have a potential conflict with the interest of the Company.

All Related Party Transactions are placed before the Audit & Governance Committee for approval as per the Related Party Transactions Policy of the Company as approved by the Board. As required under SEBI LODR Regulations and RBI SBR Regulations, the Related Party Transactions Policy is also uploaded on the website of the Company and can be accessed through the link https://religare.com/policies/.

Since all related party transactions that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of business and there was no material related party transaction entered by the Company during the year as per Related Party Transactions Policy, no details are required to be provided in Form AOC-2 prescribed under clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

The details of the transactions with related parties are provided in the notes to accompanying standalone financial statements.

RISK MANAGEMENT

Risk Governance is an essential aspect of the strategy of the Company intended at identification, assessment and mitigation of the potential risks that could affect the Company''s operations, financial performance, sustainability and reputation. The Board of Directors of the Company are responsible for ensuring oversight of the risk management policies & procedures and has constituted a Group Risk Management Committee (GRMC), which is responsible to frame, implement, monitor and periodically review the effectiveness of the risk management plan and make appropriate modifications as and when necessary. GRMC''s role has been aligned to requirements of the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, RBI Master Directions for Core Investment Companies and other applicable regulatory requirements. Process has been laid down to periodically apprise the GRMC about prevalent risks and corrective plans adopted by the respective group entities to mitigate the identified risks.

The Company is a Registered NBFC and Core Investment Company. As an investment holding company, the management function includes oversight of risk function prevalent to the Company and its key operating subsidiaries. The Company has a comprehensive Risk Management framework and overarching Risk Management Policy, which has been adopted by each of the key operating subsidiaries while formulating their Risk Management Policy. Risk Management Policy of the Company identifies the key risks which are applicable to the Company. Risk Management Policy is aimed at identification, assessment, mitigation, monitoring and reporting of identifiable risks and documenting of each identified risk along with the mitigation plan. Respective functional head and / or risk management department of key operating subsidiaries are responsible for implementation of the Risk Management system and maintenance of record of risk and mitigation plan in Risk & Control Matrix (RCMs) for their respective functional areas, which are updated and tested periodically. Therefore, the risk governance and framework defines the risk management approach across the enterprise at various levels including risk documentation, testing and reporting on a periodical basis. The framework has different risk parameters, which help in identification of risks and their classification as High, Medium and Low categories based on likelihood, impact and velocity in various risk types such as operational, financial, compliance and reputation risk. Qualitative and quantitative assessment is done to determine the likelihood and impact of identified risks, which are ultimately plotted on a matrix based on their severity and probability.

Reviews and reporting of risk environment and performance is conducted on a quarterly basis. The testing and evaluation of control environment around Risk Management is integrated and aligned with the quarterly internal audit process. The GRMC of the Company and respective Risk Management Committee / Board of Directors of its key operating subsidiaries reviews the risk management policy on a periodic basis. Further, adequacy of design and operating effectiveness of key processes and controls, as documented in the risk and control matrices, are tested and a consolidated dashboard of Risk and Control review results across the Company and its key operating subsidiaries are presented to the GRMC and Audit & Governance Committee of the Board on a quarterly basis. Further, to enable oversight of the Risk management function prevalent at each of the key operating subsidiaries, the management team of each key operating subsidiaries make presentation on key risk types, as defined in the respective Risk Management Policy, to the GRMC of the Company on a quarterly basis.

Financial reporting and fraud risks are duly considered in the risk management framework. Risks are mapped with controls and Risk management framework is revisited and revised based on prevailing practice and relevance.

Therefore, the Company has implemented a formal risk management policy and framework to ensure that a comprehensive risk management process is in place at all times, including appropriate board and senior management oversight and the process take into

account appropriate steps to comply with applicable regulatory rules, regulations, principles and guidelines and to ensure the adequacy of relevant risk reporting to the Committees and Board.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has a vigil mechanism named Whistle Blower Policy to deal with instance of unethical practices, fraud and mismanagement, actual or suspected fraud or violation of the Company''s code of conduct or ethics policy and any leak/ suspected leak of Unpublished Price Sensitive Information or gross misconduct by the employees of the Company, if any, that can lead to financial loss or reputational risk to the organization. The detail of the Whistle Blower Policy has been posted on the website of the Company & can be accessed through the link https://religare.com/ policies/

During the year under review, no complaint pertaining to the Company was received under the Whistle Blower mechanism.

INTERNAL FINANCIAL CONTROLS AND INTERNAL CONTROL SYSTEM

The Company and its subsidiaries have Internal Control System, commensurate with the size, scale and complexity of its operations. The Internal Controls of the Company & its subsidiaries encompasses the policies, standard operating procedure manuals, approval/authorization matrix, circulars/ guidelines, and risk & control matrices for ensuring the orderly and efficient conduct of its business & support functions, adherence to these policies & procedures, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and timely preparation of reliable financial information during the process of financial reporting. The internal control system is supported by an internal audit process for reviewing the adequacy and efficacy of the relevant internal controls, including its systems, processes and compliance with applicable regulations and procedures. Such detailed controls ensure productive and effective use of resources to the extent that the assets are safe-guarded, transactions are duly approved, registered and adequately reported and checks and balances ensure consistency and reliability of accounting data.

Company is a registered NBFC (CIC) and is exposed to various risks as stated in the Risk Management Policy of the Company and its key operating subsidiaries. The Company and its subsidiaries have adequate control environment for identification, assessment, monitoring, mitigation and reporting of applicable risks on a periodical basis through an effective Risk Management Framework that has been developed encompassing all the key business and support functions. Mitigation plans and controls are documented for each identified risk in the form of policies & standard operating procedures and Risk & Control Matrices (RCM). Risks/controls documented in the RCMs are mapped to each of the financial statement line items (FSLI) and financial assertions to ensure availability of mitigation plans and internal financial controls for each of the material balances contained in the financial statements.

The Company has prepared separate RCMs for Process Level Controls (PLC) and Entity Level Controls (ELC). Similarly, Information Technology controls relating to Information Security, Cyber Security and Other Information Technology General Controls (ITGC) have also been identified, assessed and documented, which are updated periodically.

The Company and its key operating subsidiaries have a robust mechanism to ensure an ongoing review of systems, policies, processes and procedures to contain and mitigate risk that arise from time to time. The Company and its key operating subsidiaries have satisfactory system of periodical monitoring and reporting of internal financial controls. Key policies and procedures including the RCMs designed to provide reasonable assurance are monitored and updated on a periodical basis. Management ensures that controls as designed are operating effectively and that lapses are identified and remedied in a timely manner. The monitoring activities are carried out through Control Self-Assessment (CSA) mechanism integrated with the internal audit function, whereby key risks and controls are reviewed on a quarterly basis and dashboard containing results of evaluation of Test of Design (TOD) and Test of Operating Effectiveness (TOE) relating to the Company and its key operating subsidiaries are presented to the Audit and Governance Committee of the Company. A quarterly consolidated report on TOD/TOE testing relating to the Company and its key operating subsidiaries is presented to the Group Risk Management Committee (GRMC) of the Company.

The Company and its key operating subsidiaries have an elaborate quarterly internal audit policy and framework as approved by the respective Audit & Governance Committees of the Board. The scope, authority and structure of the Internal Audit function has been defined in the comprehensive Internal Audit Policy. The Company has designated Internal Auditor appointed as per Section 138 of the Act. The Company also conducts Information System and Cyber Security Audit on a yearly basis and the report is presented to the Audit and Governance Committee of the Board. Information System Security controls enable the Company to keep a check on technology-related risks and also improve business efficiency and distribution capabilities.

The Internal Audit Team evaluates the efficacy and adequacy of the internal control system and internal financial controls in the Company, its compliance with operating systems, accounting procedures, policies and regulatory requirements at key locations of the Company. Based on the integrated report of internal audit function and IFC, process owners undertake corrective action in their respective areas and thereby strengthen the internal controls. Significant internal audit observations (rated high and medium risk) and corrective actions thereon, along with IFC dashboard, are presented to the Audit and Governance Committee of the Board on periodical basis. The Internal Auditors also assesses opportunities for improvement in business processes, systems and controls, provides recommendations, designed to add value to the organization and follow up the implementation of corrective actions and improvements in business processes after review by the Audit

and Governance Committee. The Audit and Governance Committee of the Board reviews and evaluates adequacy and effectiveness of the Company''s internal control environment, provides their inputs, if any, to improve the quality of audit and assurance standards and monitors the implementation of audit recommendations across the relevant functional areas to continuously strengthen the internal control framework.

Therefore, the Board has laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively during the financial year.

CONFIRMATION UNDER FOREIGN EXCHANGE MANAGEMENT (NON-DEBT INSTRUMENTS) RULES, 2019 ON DOWNSTREAM INVESTMENT

The Company is an Indian Owned and Controlled Company (“IOCC”) as defined under the applicable FDI Regulations and therefore the terms and conditions in relation to its downstream investments in Indian companies were not applicable during the year ended March 31,2024.

DETAILS OF FRAUD REPORTABLE BY AUDITOR

During the year under review, neither the statutory auditors nor the secretarial auditors of the Company has disclosed any instance of fraud committed against the Company by its officers or employees required to be disclosed in terms of Section 143(12) of the Act.

HUMAN RESOURCES

Our employees are the driving force behind our success, and we are committed towards creating a work environment that fosters growth, innovation, and collaboration. Our diverse, professional and talented team is our greatest asset, and we are dedicated to supporting their development and growth. The Group has solidified its position and regained the trust of its stakeholders through the collective efforts of its subsidiaries. Owing to the unwavering dedication, commitment, and loyalty of our employees, the Company has navigated challenging times with resilience emerging as a formidable player in the industry and establishing a strong reputation.

Developing our future leaders is crucial to driving long-term success. Under the guidance of our of our highly experienced top leadership team, future leaders are being nurtured within the organization through mentorship and coaching. This approach is integral to our succession planning process, ensuring continuity and maintaining a robust talent pipelines for critical roles. These efforts have helped us build a strong bench of future leaders and reduce turnover among key positions.

We believe that investing in our employees is essential to driving business results. We prioritize employee engagement and satisfaction, recognizing that a happy and fulfilled team is vital to our success. We are committed to building a workplace culture that

is inclusive, equitable and reflective of the diverse communities we serve. Our hiring process focuses on increasing diversity across our leadership teams. As a company we are commiited towards ensuring the health, safety and well-being of our employees and their family members through various initiatives, employee assistance programs and wellness workshops. We strive to ensure that all our employees feel valued and empowered to succeed.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT THE WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place Prevention of Sexual Harassment at Workplace Policy in line with the requirements of The Sexual Harassment of Women at the Work Place (Prevention, Prohibition and Redressal) Act, 2013 and rules made thereunder. An Internal Complaints Committee (ICC) is in place as per the requirements of the said Act to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. No case has been reported during the year under review.

PARTICULARS OF EMPLOYEES

The details required under Section 197(12) of the Act read with Rule 5(1) & 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are annexed as “Annexure B” to this report.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Board of Directors affirm that, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (SS1 and SS2) respectively relating to Meetings of the Board, its Committees and the General Meetings.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant or material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its operations in future except to the extent mentioned in this Report.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION

There are no material changes and commitments adversely affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate (i.e. March 31, 2024) and as of date of the report i.e. December 04, 2024.

DETAIL OF APPLICATIONS / PROCEEDINGS UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

An application under section 7 of the Insolvency and Bankruptcy Code, 2016 (Code) was filed by Ligare Aviation Limited on March 14, 2023 to initiate Corporate Insolvency Resolution Proceedings against the Company in terms of an alleged corporate guarantee provided by Religare Enterprises Limited for a loan granted by Ligare Aviation Limited to Auriga Marketing Services Pvt. Ltd. However, the said petition was dismissed on merits by the Hon''ble NCLT, Delhi on July 11, 2023.

DIFFERENCE IN VALUATION

The Company has not made any one time settlement with the banks / financial institutions during the year under review.

OTHERS

- The Company has not defaulted in repayment of loans from banks and financial institutions. There were no delays or defaults in payment of interest/principal of any of its debt securities

- The equity shares of the Company were not suspended from trading during the year on account of corporate actions or otherwise

- The Company has not issued during the period under review any equity shares with differential rights as to dividend, voting or otherwise

ACKNOWLEDGEMENTS

Your Directors would like to express their sincere appreciation for the co-operation and assistance received from the Company''s Bankers, Regulatory Bodies, Stakeholders including Financial Institutions and other business associates who have extended their valuable sustained support and encouragement during the year under review.

Your Directors also wish to place on record their deep sense of gratitude and appreciation for the commitment displayed by all executives, officers and staff at all levels of the Company during the year under review. The Directors would also like to thank all shareholders for their continued faith in the Company and look forward to your continued support in the future.

By order of the Board of Directors For Religare Enterprises Limited

Dr. Rashmi Saluja

Place: New Delhi Executive Chairperson

Date: December 04, 2024 DIN: 01715298

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Mar 31, 2023

Your Directors have pleasure in presenting this 39^th Annual Report on the business and operations of the Company together with Audited Financial Statements for the financial year ended March 31, 2023.

STATE OF AFFAIRS OF THE COMPANY

As continued from the previous year annual reports, your Company is already on the path of revival with the resolution of critical legacy issues left behind by the erstwhile promoters and management. The new management has not only ensured stability of operations but has also achieved growth with scale and profitability. Three out of four business of the Company i.e. health insurance, broking and housing finance have been consistently profitable and growing. In the fourth one i.e. SME lending business, the implementation of One Time Settlement (OTS) of Religare Finvest Limited, wholly owned subsidiary company (RFL) with its lenders has brought a fresh impetus for growth for the organization. OTS of RFL has been implemented with 17 lenders with resolution of over Rs. 5,52,204 Lakhs of debt at an outflow of Rs. 2,19,800 Lakhs. The final payment completed in March 2023 and the No Dues Certificates were received from said lenders thereafter. The steps are underway for removal of Corrective Action Plan (CAP) which was imposed by the RBI on RFL in January 2018 and for other revival measures.

During the Financial Year 2022-23 and thereafter, the Company has not only supported the OTS of RFL with Rs. 22,000 Lakhs loan and Rs. 2,000 Lakhs as settlement with Axis Bank, the unsecured NCD lender, but has also adequately met the funding and working capital needs of other operating businesses i.e. health insurance, broking and housing finance as and when required for their regulatory and other requirements.

Your Company is also actively exploring various opportunities in order to expand the financial services footprint of Religare along with leveraging the existing business strengths and to become a 360⁰ financial services provider. We expect to continue building trust and long term value for our stakeholders with their continued cooperation and support and hopeful of achieving new milestones further.

FINANCIAL RESULTS AND BUSINESS OPERATIONS

The highlights of standalone and consolidated financial performance of the Company for the financial years 2022-23 and 202122 are as under:

(Rupees in Lakhs)
Particulars	For the financial year		For the financial year
	2022-2023		2021	-2022
	Standalone	Consolidated	Standalone	Consolidated
	(Audited)	(Audited)	(Audited)	(Audited)
Total Income*	5,812.49	486,322.98	2,956.15	337,244.09
Total Expenditure	6,850.45	489,400.76	5,637.08	440,339.72
Profit before Tax	(1,037.96)	(3,077.78)	(2,680.93)	(103,095.63)
Exceptional Items	-	328,941.07	-	-
Profit / (Loss) before Tax after exceptional items	(1,037.96)	325,863.29	(2,680.93)	(103,095.63)
Share in Profit / (Loss) of Joint Ventures	-	-	-	(9.65)
Profit / (Loss) Before Tax	(1,037.96)	325,863.29	(2,680.93)	(103,105.28)
Income tax Expense/ (Credit)	(2.96)	9,001.56	(80.35)	50,746.16
Profit / (loss) After Tax	(1,035.00)	316,861.73	(2,600.58)	(153,851.44)
Other Comprehensive Income	(0.49)	(7,649.86)	(21.68)	(3,362.77)
Total Comprehensive Income for the period	(1,035.49)	309,211.87	(2,622.26)	(157,214.21)
Less: Share of Non- Controlling Interest	-	6,003.74	-	(614.34)
Total Comprehensive Income/ (Loss) (after tax and non-controlling interest)	(1,035.49)	303,208.13	(2,622.26)	(156,599.87)
* Consolidated Income is excluding the Exceptional Item, reported separately.

(i) Consolidated Performance

We recorded a ''Profit Before Tax (after exceptional item)'' of Rs 325,863.29 Lakhs for FY 23 as compared to ''Loss Before Tax'' of Rs. (103,105.28) Lakhs, for FY22. ''Profit After Tax'' was Rs 316,861.73 Lakhs for FY23 as compared to ''Loss After Tax'' of Rs. (153,851.44) Lakhs for FY22. Total Comprehensive Income / (Loss) attributable to the Owner of the Company for the FY23 is Rs 303,208.13 Lakhs as compared to Rs. (156,599.87) Lakhs in FY22. Basic earnings per share increased to Rs. 96.06 in FY23 from Rs. (51.33) in FY22.

(ii) Standalone Performance

We recorded a ''Loss Before Tax'' of Rs. (1,037.96) Lakhs for FY23 as compared to ''Loss Before Tax'' of Rs. (2,680.93) Lakhs for FY22. ''Loss After Tax'' was Rs. (1,035.00) Lakhs for FY23 as compared to ''Loss After Tax'' of Rs. (2,600.58) Lakhs for FY22. Total Comprehensive Income / (Loss) for the FY23 is Rs. (1,035.49) Lakhs as compared to Rs. (2,622.26) Lakhs in FY22. Basic earnings per share increased to Rs. (0.32) in FY23 from Rs. (0.86) in FY22.

(iii) Operating Performance of Businesses

Our Health Insurance business, Care Health Insurance Limited (“CHIL”), in which REL holds 64.98% equity stake as on March 31, 2023 registered a Gross Written Premium of Rs. 5,23,770 Lakhs last year, a growth of 33% over the previous financial year and reported Profit Before Tax of over Rs. 32,796 Lakhs. As of March 31, 2023, CHIL has established a Pan-India distribution network of 248 branches. It services over 1,450 locations across the country and has a hospital network of 21,500 hospitals and healthcare centres. It offers 36 products to cater to varied customer needs. CHIL has a differentiated service offering for corporate businesses, like wellness programs & preventive health check-up, thereby helping in negotiating higher premiums & improved customer stickiness. It follows a multi-channel distribution strategy through agency, brokers, corporate agents, online and bancassurance and its major focus is on retail and SME customers. During the FY 23, the Company has invested Rs. 19,241.33 Lakhs as proportionate share in the Rights Issue of Rs. 27,599.00 Lakhs made by CHIL in order to help CHIL meeting its statutory solvency capital requirements.

In our broking business, the average daily turnover (ADTO) of Religare Broking Limited (“RBL”) has increased by 34% to Rs. 935,150 Lakhs in FY23 and has been showing an increasing trend year-on-year. Also RBL reported substantial growth in acquiring the new authorised persons and e-governance franchisees. In FY23, the total authorised persons increased from 1,172 in FY22 to 1,682 in FY23 [up 44% YoY], total franchisees for e-governance business increased from 12,300 in FY22 to 27,000 in FY23 [up 120% YoY]. However, given the slowdown in the broking industry in FY23, RBL has witnessed a dip in its active client base (from 1.71 lakh clients in FY22 to 1.38 lakh clients in FY23). The decline in overall capital market activities especially during first half of FY23 which impacted the volumes traded in the cash segment leading to decline in core income, i.e., brokerage income (declined from Rs. 17,968 Lakhs in FY22 to Rs. 16,189 Lakhs in FY23). The management is undertaking several initiatives to generate scale-based growth and regain the lost market share in the retail brokerage space and other allied services. The consolidated total revenue of RBL and its subsidiary Religare Commodities Limited (“RCL”) stayed steady and went up marginally from Rs. 28,426 Lakhs to Rs 29,201 Lakhs in FY23. The consolidated profitability reported after tax and other comprehensive income is Rs. 1,479 Lakhs in FY23 as compared to Rs. 2,263 Lakhs in the previous year.

In the Lending business, our subsidiary Religare Finvest Limited (“RFL”) is registered with RBI as a non-deposit taking, systemically important Non-Banking Financial Company (NBFC-ND-SI). RFL''s business is focused on providing debt capital to Small & Medium Enterprises (SMEs) to enable them to enhance their productive capacity and throughput. It is amongst the first NBFCs in India to focus on this segment, having started the business in 2008. During 2016, RFL had grown to build a peak business book of over Rs 16,000 crore to become one of the largest SME financing platforms in India. Currently, RFL has an employee base of over 224 professionals and it has 20 branches pan India. As on March 31, 2023, SME-Finance constituted over 53% of RFL''s lending business. RFL''s SME loan book has decreased from Rs. 1,63,732 Lakhs in FY 2022 to Rs. 1,11,204 Lakhs as on March 31, 2023 due to the CAP imposed by RBI and no fresh business being sourced.

RFL''s subsidiary, Religare Housing Development Finance Corporation Limited (“RHDFCL”) focuses to provide affordable housing finance to low-income segment customers, particularly those engaged in informal sectors, in urban and semiurban areas of the country. The total book stands at Rs. 26,200 Lakhs as on March 31, 2023 in accordance with Ind-AS while the total income and PAT after OCI for the financial year were respectively Rs. 5,203 Lakhs and Rs. 203 Lakhs. The average ticket size for the home loans has been around Rs. 10.7 Lakhs. RHDFCL has a pan India presence with a network

of 26 branches. RHDFCL has maintained profitability since becoming a part of the Religare group in 2009. To position itself as a future-ready company, RHDFCL aims to maximize digitization in its processes and work towards enabling an efficient workforce.

CHANGE IN NATURE OF BUSINESS

During the year under review, there was no change in the nature of business of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management''s Discussion and Analysis Report for the year under review detailing economic scenario and outlook, as stipulated under Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR Regulations") is presented in a separate section and forms an integral part of this Report.

DIVIDEND AND RESERVES

The Company has not declared dividend, keeping in view of the losses for the financial year ended March 31, 2023 and conserving reserves for growth purposes.

The Company had formulated and approved a Dividend Distribution Policy (“the Policy”) pursuant to the requirement under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Details of the same have been uploaded on the website of the Company and can be accessed through the link i.e. https://www.religare.com/pdf/REL Dividend Distribution Policy 2022.pdf

However, the members may please note that the Reserve Bank of India (“RBI”) vide its letter dated April 5, 2019 has advised the Company to stop paying dividends till further orders from RBI and has continued that restriction vide its letter dated December 19, 2019.

SUBSIDIARIES & JOINT VENTURES

As at March 31,2023, your Company has 27 direct and indirect subsidiaries. During the year under review, the businesses of the Company and its subsidiaries and changes, if any, have been explained elsewhere in this report and Management''s Discussion and Analysis Report. During the year under review, a new company Religare Digital Solutions Limited was incorporated on April 07, 2022 as wholly owned subsidiary (WOS) of Religare Broking Limited (WOS of the Company) for the purpose of shifting of e-governance business from RBL to the said entity.

In terms of Section 129(3) of the Companies Act, 2013 (“Act”), your Company has prepared a statement containing the salient features of the Financial Statements of our subsidiaries & joint ventures in the prescribed format AOC-1 which is attached to the Consolidated Financial Statements of the Company. The said statement contains a report on the performance and financial position of each of the subsidiaries and hence is not repeated here for the sake of brevity. Further, the details of major subsidiaries of the Company and their business operations during the year under review are covered in the Management''s Discussion and Analysis Report.

Post end of the financial year under review, the following companies ceased to be subsidiaries / merged with into the Company w.e.f. June 28, 2023 pursuant to the Composite Scheme of Arrangement, details of which are given elsewhere in the report:

• Religare Comtrade Limited

• Religare Insurance Limited

• Religare Advisors Limited

• Religare Business Solutions Limited

As at March 31, 2023, your Company has 1 joint venture i.e. IBOF Investment Management Private Limited in which the Company holds 50% share capital.

MAJOR EVENTS / UPDATES1. One Time Settlement (OTS) of Religare Finvest Limited (RFL) with its lenders

As explained in previous year reports, RFL has been put under the corrective action plan (“CAP”) by the Reserve Bank of India (“RBI”) vide its letter dated January 18, 2018 due to past financial irregularities committed by the erstwhile promoters and ex-management. The said CAP, interalia, prohibits RFL from expansion of credit/investment portfolios other than investment in Government Securities and advices RFL not to pay dividend.

RFL was also in defaults in repayment of its obligation towards its lenders. During the FY 22, RFL has defaulted on the interest payment of certain of its Non-Convertible Subordinated Debentures. Further, the Unsecured Rated Listed Redeemable Non-Convertible Subordinated Debentures (NCDs) aggregating to Rs. 10,620 Lakhs comprising of principal of Rs. 10,000 Lakhs and interest of Rs. 620 Lakhs were not redeemed on the date of maturity i.e. April 30, 2021 and the said NCD''s of Rs. 11,860 Lakhs (including interest of Rs. 1,860 Lakhs) were settled for an amount of Rs. 2,000 Lakhs by the Company on April 22, 2022.

To augment the capital/ for the revival of RFL, various measures were taken including a debt resolution plan (DRP) with TCG Advisory Services Private Limited (TCG) in FY 2019-20 and a revised resolution plan with Religare Enterprises Limited (REL / Company) continuing as the promoter of RFL in FY 2021-22 which were not acceded by the RBI.

Post receipt of the RBI letter dated February 11, 2022 on the DRP with REL, RFL has proposed One Time Settlement (OTS) to the lenders. Post various joint lenders'' meetings and meetings of core committees held for discussions regarding the OTS proposal, RFL received a communication dated May 31, 2022 from its lead lender informing that in the lenders'' meeting held on May 20, 2022, lenders have in-principally agreed to consider the OTS proposal of RFL and to put up the same to their respective authorities. As a part of proposed OTS with the lenders and demonstrating its commitment towards RFL''s revival by way of proposed OTS, the Company in June 2022 deposited Rs. 22,000 Lakhs in a no-lien account with the lead lender, on behalf of RFL to be treated as an Inter-Corporate Loan (ICL) given to RFL. The said amount was returnable to the Company in the unfortunate event of the OTS not getting implemented.

RFL submitted the final OTS proposal to lenders on July 07, 2022 on which post receiving of sanction letters from the OTS lenders, the Settlement Agreement (OTS Agreement) was signed on December 30, 2022 by RFL along with the Company with all sixteen secured lenders for full & final settlement w.r.t. all their outstanding dues including dues towards their unsecured exposure. In terms of the OTS Agreement, RFL was required to pay Rs. 2,15,000 Lakh in respect of their secured loans and Rs. 2,800 Lakh in respect of the unsecured exposure to these secured lenders. Accordingly, in terms of the OTS Agreement, RFL has completed the entire OTS payment of Rs. 2,17,800 Lakh on March 08, 2023 to all Sixteen OTS lenders against their total outstanding dues including unsecured exposure. Finally, the No- Dues Certificates (NDC) from all sixteen secured OTS lenders were received in May 2023 and the OTS of RFL with sixteen secured OTS lenders stands completed. As a part of the OTS, RFL also entered into the Upside Sharing Agreement on December 30, 2022 with the OTS lenders in terms of which RFL will share with the lenders: (a) 70% of the principal and 50% of the interest on the Fixed Deposit Receipt (net of expenses) (FDR) with Lakshmi Vilas Bank (LVB) (now DBS) recovery of which is being pursued as a part of litigations instituted by RFL, as detailed elsewhere in this report; & (b) 60% of its recoveries from the Corporate Loan Book (CLB) (net of expenses) currently being pursued as a part of litigations instituted by RFL. Both the sharing proceeds are subject to recoveries as and when and if recovered. Considering the upfront OTS payments by RFL and the Upside Sharing Agreement, RFL has de-recognised / written off the advances / loans / CLB of Rs. 122,202 Lakh and FDR of LVB (now DBS) of Rs. 55,924.09 Lakh to be shared with the lenders and also written back the liability towards the principal and interest of the lenders (net of upfront consideration) of Rs. 384,865.15 Lakh and the provision of Rs. 122,202 Lakh held against the advances / loans/ CLB, resulting in net gain of Rs. 328,941.07 Lakh on extinguishment of borrowings under the OTS which has been shown as exceptional item in the Settlement of Profit and Loss.

Accordingly, the CRAR of RFL as at March 31,2023 stood at 48.94% (positive) [Previous Year 199.53% (negative)] which improved mainly due to OTS related write back of Loan liabilities.

RFL is also taking the necessary corrective measures as advised by RBI for removal of CAP and has filed application dated July 12, 2023 with the RBI for removal of CAP.

RFL is also actively engaged for settlement of outstanding unsecured non-convertible debenture (NCD) holders and upon submission of revised settlement offer to them has received sanction letters from all NCD investors. Basis RFL''s request for financial assistance, the Company has paid the settlement amount of Rs. 6,233.62 Lakhs to the NCD holders in June 2023 and July 2023 which is treated as intercorporate loan given to RFL. The No Dues Certificates from said NCD holders have been received.

The only remaining unsecured lender of RFL, namely, ICICI Bank while being engaged with RFL for the settlement, had filed an application before the Hon''ble Debt Recovery Tribunal, New Delhi, for the recovery of its unsecured dues. The Hon''ble Debt Recovery Tribunal, New Delhi, has passed an order on May 6, 2023 and issued a decree in favour of ICICI Bank Limited against RFL. RFL has filed an appeal against the impugned order before the DRAT which is pending adjudication.

2. Share Purchase Agreement for acquisition of an insurance web aggregator company

Pursuant to the approval of Board of Directors, the Company has entered into a Share Purchase Agreement on April 05, 2023 with IGEAR Holdings Private Limited (IHPL), The Indian Express Private Limited (TIEPL) and MIC Insurance Web Aggregator Private Limited (MIC) for acquisition of 100% stake in MIC, a Mumbai based IRDAI registered insurance web aggregator.

The above transaction is subject to necessary statutory and regulatory approvals and fulfillment of other conditions precedent. The proposed acquisition will serve as a crucial step for Religare Group in its vision to become a 360-degree financial services conglomerate

3. Share Purchase Agreement for acquisition of Religare Housing Development Finance Corporation Limited

Pursuant to the approval of Board of Directors, the Company has entered into a Share Purchase Agreement on April 05, 2023 with Religare Finvest Limited (RFL) (a wholly owned subsidiary of REL) and Religare Housing Development Finance Corporation Limited (RHDFCL) (subsidiary company of RFL) for acquisition of entire equity stake of RHDFCL held by RFL.

RFL currently holds 87.5% of total share capital of RHDFCL. Post-acquisition, RHDFCL shall become a direct subsidiary of REL.

The aforesaid acquisition is subject to necessary statutory and regulatory approvals and fulfillment of other conditions precedent. The proposed acquisition will be helpful for better access of funding and growth of RHDFCL.

4. Composite Scheme of Arrangement

i. The Board of Directors of the Company on December 18, 2019, approved, subject to requisite approvals, the draft Scheme of Amalgamation (“Scheme”) to simplify the Group corporate structure. The Scheme was filed with the Hon''ble National Company Law Tribunal (“NCLT”) on October 31, 2020. The Hon''ble NCLT vide order dated June 15, 2023 approved the Scheme.

The Scheme was filed with the Registrar of the Companies, NCT of Delhi & Haryana (“ROC”) on June 28, 2023. Consequently, four (4) wholly owned subsidiaries, direct and indirect, of Religare Enterprises Limited namely Religare Comtrade Limited, Religare Insurance Limited, Religare Advisors Limited and Religare Business Solutions Limited have been merged with/into the Company w.e.f. June 28, 2023. The Appointed Date of the Scheme was April 01, 2019.

ii. Religare Broking Limited (RBL) and Religare Digital Solutions Limited (RDSL) (incorporated on April 07, 2022), wholly owned subsidiaries of the Company, at meetings of their Board of Directors held on May 18, 2022 and May 25, 2022 respectively, approved a Scheme of Arrangement (“Scheme”) between RBL (''Transferor Company”) and RDSL (''Transferee Company”) and their respective Shareholders and Creditors under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013.

RDSL, the Transferee Company is a wholly owned subsidiary of RBL, Transferor Company.

The Scheme inter alia provides for transfer of E-Governance Undertaking of the Transferor Company to Transferee Company as a going concern on ''''slump sale'''' basis in accordance with provisions of the Scheme.

The Scheme has been filed with the Hon''ble NCLT, New Delhi on September 21, 2022 and is conditional upon and subject to obtaining necessary regulatory approvals.

5. Rights Issue by Care Health Insurance Limited, subsidiary company

During the FY 2022-23, Care Health Insurance Limited, subsidiary company (“CHIL”) has successfully raised Rs. 27,599.00 Lakhs by way of rights issue to mobilise growth capital in which the Company has invested Rs. 19,241.33 Lakhs towards full subscription of its share as the promoter and principal shareholder of CHIL. The capital raised in rights issue will be sufficient to take care of capital requirements of its business for next year and will support it to continue on its strong growth path.

REGULATORY UPDATES Reserve Bank of India (“RBI”)

RBI conducted an inspection of the Company under section 45N of the Reserve Bank of India Act, 1934 in the month of October 2022 with respect to the financial position as on March 31, 2022. The Supervisory Letter along with Inspection report, Risk Assessment Report and Risk Mitigation Plan pursuant to same were issued by the RBI in November 2022 for which replies indicating comments / compliance were furnished within the specified timelines.

There is no change in the position as far as debarring the Company from declaring dividend as advised by RBI vide their Supervisory letter dated December 19, 2019 based on the inspection for the financial position as on March 31, 2019.

Securities and Exchange Board of India (“SEBI”)

In in the matter of investigation of the Company/REL initiated by SEBI in February 2018, SEBI issued a Show Cause Notice dated November 17, 2020 (SCN) alleging violation of certain provisions of SEBI Act, 1992; SEBI (PFUTP) Regulations, 2003; Listing Agreement; Securities Contracts (Regulation) Act, 1956; & SEBI (LODR) Regulations, 2015. In proceedings commenced under the aforesaid SCN, the Company along with its subsidiary company Religare Finvest Limited (RFL) filed a joint settlement application under the provisions of SEBI (Settlement Proceedings) Regulations, 2018, with SEBI on March 31, 2021.

Pursuant to aforesaid settlement application and upon payment of settlement amount of Rs. 5,41,80,000/- (Rupees Five Crore Forty One Lakh Eighty Thousand only) by the Company and Rs. 5,08,95,000/- (Rupees Five Crore Eight Lakh Ninety Five Thousand only) for RFL as directed by SEBI, Settlement Order dated May 31, 2022 has been issued by SEBI. This Settlement Order disposes of the adjudication proceedings initiated against the Company and RFL vide SCN dated November 17, 2020.

Further, SEBI has passed the final order dated July 28, 2022 in the aforesaid matter and directed REL and RFL to continue to pursue the measures, which have already been put into motion, to recover the amount due along with interest from the erstwhile promoters of REL. None of the entities penalized in this final order is part of Religare group at present.

SEBI vide its Adjudicating Order dated October 31, 2022 has observed that the borrower/conduit entities aided and abetted the promoters of REL for diversions of money of REL through RFL under the guise of loan transactions. Accordingly, monetary penalty of Rs. 20.99 Crore has been imposed on the remaining noticees under Section 15HA and 15HB of SEBI Act, 1992 and section 23H of SCRA, 1956, considering the seriousness and quantum of diverted/mis-utilised amount facilitated by the KMPs/ Directors of REL/RFL/RHC Holdings, the borrowers and conduit entities for the violations of provisions of the SEBI PFUTP Regulations, SEBI LODR Regulations, 2015 and SEBI listing agreement. None of the entities fined are part of Religare group at present.

Serious Fraud Investigation Office (“SFIO”)

In the matter of ongoing investigation of the Company initiated by SFIO in February 2018, as ordered by Ministry of Corporate Affairs, Government of India, the Company and its subsidiaries have been cooperating in the aforesaid investigation and have been providing the requisite information / documents from time to time thus extending all possible cooperation to the authority.

LEGAL UPDATES• Petition for rectification of Register of Members of the Company

Loancore Servicing Solutions Pvt. Limited had filed a petition before the Hon''ble NCLT, Delhi under Sections 58 and 59 of the Companies Act, 2013 seeking rectification of Register of Members of the Company, which was dismissed in default, vide order dated November 11, 2022 by Hon''ble Tribunal. At present, Loancore has filed an application for restoration of the said petition which is pending adjudication before the Hon''ble Tribunal. The Board and management strongly believe that this is a frivolous petition by Loancore and the Company will strongly defend the case.

• Corporate Loan Book

RFL has an exposure of Rs. 814.68 Lakhs as at March 31, 2023 towards the Corporate Loan Book (“CLB”). RBI raised concerns in the past about the credit worthiness of the borrowers, credit appraisal and loan sanctioning mechanism followed by RFL in respect of this book. The management reviewed the portfolio and the financial reports of such borrowers to determine the respective recoverability of the said loans. Based on the maturity dates of the loans, recovery steps

instituted and the financial reports of the borrowers, RFL had, on a prudent basis, made full provision of Rs. 203,670 Lakhs during the previous years against this portfolio. Insolvency proceedings were initiated before the Hon''ble NCLT Delhi against the Borrowers forming part of the CLB category, which are pending adjudication.

RFL had also filed a criminal complaint on December 19, 2018 before the Economic Offence Wing (EOW), for various criminal actions committed by the erstwhile promoters and other associated persons/entities which got registered as FIR no. 50/2019. The EOW has filed charge sheets in the matter. Enforcement Directorate (ED) has suo-moto lodged an enforcement case under the Prevention of Money Laundering Act.

RFL has recognized ECL / impairment in respect of its entire exposure in respect of CLB portfolio as at March 31, 2023 and no further financial implications are expected on RFL in this regard.

• Fixed Deposits with Lakshmi Vilas Bank

As disclosed in the previous year''s reports, RFL had filed a suit in May 2018 before the Hon''ble Delhi High Court for recovery of fixed deposits amounting to Rs 79,145 Lakhs (excluding Rs. 2,703.39 Lakhs interest accrued & due till the date of original maturity i.e. July 20, 2018) misappropriated / adjusted by Lakshmi Vilas Bank (LVB) against the loans given to erstwhile promoter group companies in the previous years. The Hon''ble Delhi High Court passed interim Orders directing that status quo be maintained in respect of RFL''s current account maintained with LVB. RFL filed an application before the Hon''ble Court for substitution of LVB with DBS Bank India Limited (DBS) which was allowed. RFL moved another application for amendment of suit under Order 6 Rule 17 which was heard at length and the Hon''ble court has reserved for orders on the said application. Apart from civil suit for recovery, RFL had filed a criminal complaint against LVB and others on May 15, 2019 with the Economic Offences Wing Delhi (EOW) based on which the EOW had registered FIR no. 189/2019 dated September 23, 2019 against LVB & Ors for committing offence of criminal breach of trust and criminal conspiracy. Subsequently, in March 2020, the EOW has filed charge sheets against various accused persons / companies including the senior officials of LVB before the court of Ld. CMM, Saket District Court. Matter is pending before the Hon''ble Court.

DBS Bank has filed a quashing petition before Hon''ble Delhi High Court against the summoning order dated February 16, 2021 of Trial Court, and the same was disposed of with directions to seek clarifications upon the scheme of amalgamation from RBI and stay was granted upon the summoning order. RFL and DBS Bank challenged the said order before Hon''ble Supreme Court wherein the Hon''ble Supreme Court reserved both the SLPs for judgment.

Enforcement Directorate has suo-moto lodged ECIR on the basis of the FIR lodged by EOW and the same is under investigation.

CHANGE OF THE REGISTERED OFFICE

The registered office of the Company was shifted from “First Floor, P-14, 45/90, P- Block, Connaught Place, New Delhi-110001" to "1407, 14th Floor, Chiranjiv Tower, 43, Nehru Place, New Delhi - 110019" w.e.f. August 16, 2022.

EQUITY SHARE CAPITAL

The Authorized Share Capital of the Company as on March 31, 2023 was Rs. 816,45,00,000/- (Rupees Eight Hundred Sixteen Crores Forty Five Lakhs only) divided into 65,44,50,000 (Sixty Five Crores Forty Four Lakhs and Fifty Thousand) Equity Shares of Rs. 10/- (Rupees Ten only) each and 16,20,00,000 (Sixteen Crores Twenty Lakhs) Redeemable Preference Shares of Rs. 10/- (Rupees Ten only) each.

Post end of the financial year March 31,2023, consequent to the Scheme getting effective on June 28, 2023 as stated in earlier paragraphs, the Authorized Share Capital of the Company is increased to Rs. 989,70,50,000 (Rupees Nine Hundred Eighty Nine Crore Seventy Lakh and Fifty Thousand only) divided into 82,77,05,000 (Eighty Two Crore Seventy Seven Lakh Five Thousand only) Equity Shares of Rs. 10 (Rupees Ten only) each aggregating Rs. 827,70,50,000 (Rupees Eight Hundred Twenty Seven Crore Seventy Lakh Fifty Thousand only) and 16,20,00,000 (Sixteen Crore Twenty Lakh only) Redeemable Preference Shares of Rs.10 (Rupees Ten only) each aggregating Rs. 162,00,00,000 (One Hundred Sixty Two Crore only).

During the year under review, the issued, subscribed and paid up equity share capital of the Company was increased from Rs. 318,80,93,120 (Rupees Three Hundred Eighteen Crores Eighty Lakhs Ninety Three Thousand One Hundred and Twenty only) consisting of 31,88,09,312 (Thirty One Crores Eighty Eight Lakhs Nine Thousand Three Hundred and Twelve only) equity

shares of Rs. 10/- (Rupees Ten only) each to Rs. 323,55,94,630 (Rupees Three Hundred Twenty Three Crores Fifty Five Lakhs Ninety Four Thousand Six Hundred and Thirty only) consisting of 32,35,59,463 (Thirty Two Crores Thirty Five Lakhs Fifty Nine Thousand Four Hundred and Sixty Three only) equity shares of Rs. 10/- (Rupees Ten only) each.

The issued, subscribed and paid up equity share capital as on March 31, 2023 is Rs. 323,55,94,630/- (Rupees Three Hundred Twenty Three Crores Fifty Five Lakhs Ninety Four Thousand Six Hundred and Thirty only).

Post March 31, 2023 and till the date of this report, the Company allotted 3,51,750 Equity Shares of face value of Rs. 10/- each at exercise price ranging from Rs. 29.43 to Rs. 31.30 each pursuant to exercise of stock options granted under the Religare Enterprises Limited Employee Stock Option Plan 2019. Pursuant to the said allotment, the issued, subscribed and paid up equity capital of the Company stands increased from Rs. 323,55,94,630/- divided into 32,35,59,463 equity shares of Rs. 10/- each to Rs. 323,91,12,130/- divided into 32,39,11,213 equity shares of Rs. 10/- each.

PREFERENCE SHARE CAPITAL

The Company has two types of Preference shares outstanding as on date comprising 15 lakhs 13.66% Cumulative NonConvertible Redeemable Preference Shares of Rs. 10/- each issued in 2008 (2008 Preference Shares) and 2.5 crores 0.01% Non-Cumulative Non-Convertible Redeemable Preference Shares of Rs. 10/- each issued in 2016 (2016 Preference Shares).

The Company did not redeem the 2008 Preference Shares on due date of October 31, 2018 with Redemption value amounting at Rs. 4,190.28 Lakhs basis the interim application filed in the matter of Daiichi Sankyo Company Limited vs. Malvinder Mohan Singh & Others before the Hon''ble High Court of Delhi disputing its liability as garnishee and praying among other reliefs for the stay of redemption pending the outcome of investigations into the affairs of the Company and its subsidiaries already initiated by SEBI and SFIO. The Company has been served with warrants of attachment as Garnishee, which is being contested / challenged. Further, Daiichi had filed an application demanding the forensic audit of Religare Group Companies in terms of order dated September 22, 2022 passed by Hon''ble SC in the matter of Oscar Investments. REL and RFL have filed their replies and objected to the same. Matter is pending before the Court. The Company has also filed a criminal complaint before the Economic Offences Wing, Delhi Police for various offences under the Indian Penal Code, 1860 w.r.t transactions relating to issuance and redemption of said Preference Shares.

Further, due to non-payment of dividend by the Company continuously for two years on 2016 Preference Shares, voting rights triggered on these Preference Shares in terms of relevant provisions of the Act. The Company has also not paid dividend on 2008 Preference Shares but the Company has a letter dated August 20, 2012 from then holder of these shares irrevocably and unconditionally waiving off the voting rights on 2008 Preference Shares. The Company has not redeemed aforesaid 2016 Preference Shares with redemption value amounting Rs. 4,212.75 Lakhs due for redemption on August 30, 2021 and which is outstanding as of March 31, 2023.

The Company has filed the petition before the Hon''ble National Company Law Tribunal, New Delhi Bench seeking rectification of Register of Members of the Company by cancellation of 2016 Preference Shares and any other appropriate reliefs, including interim relief with respect to freezing of voting rights and dividend rights attached to the said 2016 Preference Shares. The Hon''ble NCLT on September 29, 2021 directed ordering the status quo on the respondents to restrain them from exercising their voting power with the resolution until the further order. Further, vide order dated December 16, 2021, it was affirmed by Hon''ble Tribunal that interim order will continue. The matter is sub judice.

The Company on prudent basis created a provision of Rs 2,941.67 Lakhs towards the potential interest liability from the redemption date till March 31, 2023 on aforesaid Preference Shares. However, based on its re-assessment of the facts of the matter and as advised by the legal experts as at March 31, 2023, the Company is of the view that there will be no contractual or legal obligation on the Company to pay any compensation/interest in lieu of the unredeemed Preference Shares or on its redemption value irrespective of what may be the final outcome of the matters regarding the payment of total redemption value of Rs. 8,403.03 lakhs which are presently sub-judice. Accordingly, the provision towards contingency of Rs. 2,941.67 lakhs has been reversed, however, the provision towards the redemption value has been continued on prudent / conservative basis.

NON-CONVERTIBLE DEBENTURES

There are no outstanding non-convertible debentures as on date.

PUBLIC DEPOSITS

Your Company has neither invited nor accepted any deposits from public within the meaning of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 during the period under review.

ANNUAL RETURN

As per the requirements of Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013 read with Rules framed thereunder, the draft Annual Return as on March 31,2023 is available on website of the Company and can be accessed through the link https://www.religare.com/Annual-Returns.aspx

CAPITAL REQUIREMENTS

Your Company is registered with the Reserve Bank of India (“RBI”)¹ as a Non-Deposit Taking Systemically Important Core Investment Company (“CIC-ND-SI”) vide Certificate No. N-14.03222 dated June 03, 2014. Pursuant to introduction of the Revised Regulatory Framework for NBFCs through Scale Based Regulation (SBR) by RBI on October 22, 2021, the Company is classified as NBFC - Middle Layer. As a core investment company, your Company is primarily engaged in the business of investment of shares of and lending to its group companies holding not less than 90% of its net assets in the form of investment in equity shares, preference shares, bonds, debentures, debt or loans in group companies.

Being a Core Investment Company, the requirement of capital adequacy is not in the form of Capital to Risk Weighted Assets (CRAR) like conventional credit and investment companies. The Company is required to -

a. maintain minimum Adjusted Net Worth of 30% of its aggregate risk weighted assets on balance sheet and risk adjusted value of off-balance sheet items as on the date of the last audited balance sheet as at the end of the financial year; and

b. restrict the outside liabilities up to 2.5 times of its Adjusted Net Worth as on the date of the last audited balance sheet as at the end of the financial year.

The Company is in compliance with the abovementioned requirements as at March 31,2023.

RELIGARE EMPLOYEES STOCK OPTION SCHEMES

Nomination and Remuneration Committee (“Committee”) of the Board of Directors of the Company, inter alia, administers and monitors the Employees'' Stock Option Schemes of the Company in accordance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (erstwhile Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 & Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999) (''the SEBI ESOP Regulations'').

During the year under review, the Committee granted 45,00,000 stock options under the “Religare Enterprises Limited Employees Stock Option Plan 2019” and further 68,00,000 stock options were granted after the close of the FY 2023 till the date of this Report.

Details as required under the SEBI ESOP Regulations, for Religare Employees Stock Option Scheme 2010, Religare Employees Stock Option Scheme 2012 and Religare Employees Stock Option Plan 2019 have been uploaded on the website of the Company and can be accessed through the link https://www.religare.com/Emplovee-Stock-Option-Schemes.aspx

There is no other material change in the ESOP schemes of the Company during the year. However, post end of the financial year, considering that there are no outstanding options under said schemes, the Board of Directors on August 08, 2023 approved the termination of Religare Employees Stock Option Scheme 2010 and Religare Employees Stock Option Scheme 2012 as per the provisions of the said schemes.

Certificate from the Secretarial Auditors confirming that schemes have been implemented in accordance with the SEBI ESOP Regulations will be available for inspection by the members in the forthcoming Annual General Meeting of the Company.

CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

Following changes occurred in the directorships / key managerial positions (KMP) of the Company during the FY 2022-23:

Sr. No.	Name of Director	Particulars of Change (Appointment / Resignation/Others)	Effective Date of change
1.	Dr. Vijay Shankar Madan	Ceased to be Non-Executive & Independent Director due to his sad demise on August 23, 2022 after fighting a brave battle with Cancer	August 23, 2022
2.	Mrs. Vijayalakshmi Rajaram Iyer	Ceased to be Non-Executive Independent Director on January 05, 2023 due to resignation	January 05, 2023
3.	Mrs. Preeti Madan	Appointed as Non-Executive Independent Director w.e.f. January 24, 2023	January 24, 2023
4.	Dr. Rashmi Saluja	Re-appointed as Executive Chairperson w.e.f. February 26, 2023	February 26, 2023

The Board expresses its heartfelt condolences on untimely demise of Dr. Vijay Shankar Madan and wishes to put on record its sincere and deep appreciation for his guidance and contribution during his tenure. The Board also places on record its appreciation and gratitude to Mrs. Vijayalakshmi Rajaram Iyer for her guidance and contribution in the Board of the Company during her tenure. She joined the Board in year 2018 when the Company was facing difficult time and the management was in transition phase and since then she was providing her invaluable guidance and support to the Board and the management. The Company immensely benefitted from the enriched experience of the aforesaid outgoing directors.

In terms of Section 203 of the Act, following are the KMPs of the Company as on March 31,2023:

1. Dr. Rashmi Saluja, Executive Chairperson

2. Mr. Nitin Aggarwal, Group Chief Financial Officer

3. Ms. Reena Jayara, Company Secretary

In accordance with the provisions of the Act and Regulation 36 of the SEBI LODR Regulations, Dr. Rashmi Saluja (DIN: 01715298), retires at the ensuing Annual General Meeting (AGM), and being eligible offers herself for re-appointment.

The Board of Directors in their Meeting held on August 10, 2022 on recommendation of Nomination and Remuneration Committee approved subject to the approval of shareholders, the re-appointment of Dr. Rashmi Saluja (DIN: 01715298) as Executive Chairperson of the Company for a period of five years w.e.f. February 26, 2023 till February 25, 2028. The aforesaid re-appointment has been approved by the shareholders of the Company in the Annual General Meeting held on September 23, 2022 and accordingly, Dr. Rashmi Saluja was re-appointed as Executive Chairperson of the Company w.e.f. February 26, 2023.

Pursuant to the provisions of Sections 149, 161 and other applicable provisions of the Act and applicable provisions of SEBI LODR Regulations, the Board based on recommendation of the Nomination and Remuneration Committee and subject to the approval of the shareholders, appointed Mrs. Preeti Madan (DIN: 08384644) as Additional Director in the capacity of NonExecutive Independent Director w.e.f. January 24, 2023 to hold office for a term of five consecutive years. The shareholders approved the aforesaid appointment via special resolution passed through postal ballot on March 23, 2023.

Further, on June 28, 2023, the members approved the appointment of Mr. Malay Kumar Sinha as a Director w.e.f. May 28, 2023 and his re-appointment as Non-Executive Independent Director for a second term of 5 consecutive years.

In the opinion of the Board, the independent directors appointed are the person of integrity and fulfils requisite conditions as per applicable laws and are independent of the management of the Company.

Further in the opinion of the Board, the Directors appointed possess requisite qualifications, experience, expertise, proficiency and hold high standards of integrity.

DECLARATION BY THE INDEPENDENT DIRECTORS

All Independent Directors (IDs) have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16 of SEBI LODR Regulations.

All the IDs of the Company have registered their names with the data bank of IDs maintained by the Indian Institute of Corporate Affairs (IICA).

Further, in terms of Regulation 25(8) of the SEBI LODR Regulations, the Independent Directors have confirmed that they are not aware of any circumstances or situation which exist or may be anticipated, that could impair or impact their ability to discharge their duties.

Further, in the opinion of the Board, Independent Directors qualify the criteria of Independent Director as mentioned in the Act and SEBI LODR Regulations and are independent of the management.

Further, all the Directors of the Company (including executive chairperson) have confirmed that they satisfy the “fit & proper” criteria as prescribed in the Directors Appointment & Fit and Proper Policy of the Company.

BOARD EVALUATION

Pursuant to the provisions of the Act and SEBI LODR Regulations, the Board is required to carry out an annual performance evaluation of its own performance, the performance of the directors individually as well as the evaluation of the working of its Committees.

The performance evaluation of the members of the Board, the Board level Committees and Board as a whole was carried out in the Board meeting held on May 11, 2023 as per the Board Evaluation Policy of the Company. The Board expressed its satisfaction with the evaluation process. The manner in which evaluation has been carried out and criteria of evaluation has been explained in the Corporate Governance Report.

APPOINTMENT & REMUNERATION POLICY

The Nomination and Remuneration Committee is authorized to determine the criteria of appointment of Directors and to identify candidates for appointment to the Board of Directors. In evaluating the suitability of a person for appointment / re-appointment as a Director, the Committee takes into account the eligibility, qualification, skills, expertise, track record, integrity and fit and proper credential of the appointee. The Committee also assesses the independence of directors at the time of their appointment / re-appointment as per the criteria prescribed under the provisions of the Act, the rules made thereunder and the SEBI LODR Regulations. The Board has adopted the Director''s Appointment & Fit and Proper Policy in line with the requirements of the Act and RBI Guidelines on Corporate Governance.

The Company has the Remuneration Policies in place for remuneration of Directors (Executive and Non-Executive), Key Managerial Personnel, Senior Managerial Personnel and other employees in line with the requirement of the Act, SEBI LODR Regulations and Guidelines on Compensation of the Key Managerial Personnel, Senior Managerial Personnel in NBFCs as issued by the RBI.

In compliance with the RBI Notification dated 22 October 2021 on introduction of the ''Scale Based Regulatory framework for NBFCs'' followed with Notification dated April 29, 2022 w.r.t. ''Guidelines on Compensation of Key Managerial Personnel (KMP) and Senior Management Personnel (SMP) in NBFCs'', the Company had incorporated appropriate changes in the Policy relating to the framework for role for NRC, composition of compensation, effective alignment of fixed and variable compensation components with prudent risk taking, principles of variable compensation - proportion, deferral, compensation of control and assurance function personnel, Guaranteed Bonus Guidelines, Malus and Claw back etc. w.e.f. April 01, 2023.

The Remuneration Policy(ies) are stated in the Corporate Governance Report. The relevant Policy(ies) are being updated regularly and have been uploaded on the website of the Company and can be accessed through the link https://www.religare. com/Policies.aspx

BOARD/COMMITTEE COMPOSITION AND MEETINGS

During the financial year under review seven (7) meetings of the Board of Directors were held. A calendar of meetings is prepared and circulated in advance to the Directors.

The Company has the following Board Committees:

1. Audit & Governance Committee

2. Nomination and Remuneration Committee

3. Stakeholders'' Relationship Committee

4. Group Risk Management Committee

5. Corporate Social Responsibility Committee

6. Asset Liability Committee

7. Investment Borrowing & Share Allotment Committee

8. IT Strategy Committee

Details of the composition of the Board and Committees and changes therein, terms of reference of the Committees, attendance of Directors at meetings of the Board and Committees and other requisite details are provided in the Corporate Governance Report which forms part of this Annual Report

The intervening gap between the Meetings was within the period prescribed under the Act and the SEBI LODR Regulations. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

In compliance with Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 as amended, the Company has established a Corporate Social Responsibility (“CSR”) Committee. The CSR Committee has formulated and recommended to the Board, a CSR Policy which provides the overview of projects or programs and the guiding principles for selection, implementation and monitoring of the CSR activities, which has been approved by the Board. The strategic intent was to adopt a unified cause across the Religare Group and hence the CSR policy and program to be supported has been cascaded across all Group entities.

The Company has a dedicated subsidiary namely Religare Care Foundation (“RCF”) registered under Section 8 of the Act to look after the CSR expenditure of the various companies of Religare group leading to a more strategic and efficient approach in CSR spending towards a larger unified purpose at group level. Such in-house CSR company also leads to a more administrative control and economy of operations in group CSR spending and also helpful in achieving better brand building.

The Company was not required to spend money under CSR for financial year ended 2022-23 as prescribed under Section 135 of the Act since the Company incurred an average net loss of Rs. 7,958 Lakhs for previous three financial years.

Annual Report on CSR in the format prescribed in Companies (Corporate Social Responsibility Policy) Rules, 2014 as amended is attached as “Annexure A”.

AWARDS & RATINGS

Following awards and recognitions were received by the subsidiaries of the Company during the period under review -Awards

• Care Health Insurance Limited (formerly Religare Health Insurance Company Limited).

i. Smart Insurer of the Year at The Economic Times Insurance Summit & Awards 2022

ii. Sales Champion of the Year at The Economic Times Insurance Summit & Awards 2022

iii. Best Health Insurance Company of the Year at India Insurance Summit & Awards 2023

• Religare Broking Limited.

i. Certificate of Appreciation 2022 National Pension System by PFRDA

ii. Retail Broking - Krishi Pragati Awards 2022 by NCDEX

iii. Leading Member-Research 21-22 by MCX Ratings

The Company had no ratings during the year under review as there were no outstanding facility(ies) which requires the Company to have any rating.

With respect to our subsidiary Care Health Insurance Limited (CHIL), India Ratings has upgraded the Subordinated debt rating of CHIL from ''IND A'' / Stable to ''IND A '' / Stable and CRISIL Ratings has assigned Corporate Credit rating as CRISIL A / Stable (pronounced as CRISIL A Plus rating with Stable Outlook) to CHIL.

In Religare Broking Limited (RBL), Care Ratings Limited has assigned ratings CARE A3 (A Three) / CARE BBB-; Stable (Triple B Minus; Outlook- Stable) for short term / long-term bank facilities up to Rs. 500 Crores.

In Religare Finvest Limited (RFL), there is [ICRA]D rating assigned for Long-term bonds/Non-Convertible Debentures/ Long Term Debts by ICRA Limited and IND D ratings for Long Term Bank Loans & Lower Tier 2 Sub Debt by India Ratings and Research.

The housing subsidiary Religare Housing Development Finance Corporation Limited (RHDFCL) has rating CARE BB (Outlook: Negative) assigned to long term bank lines by Care Ratings Limited. Further, on April 03, 2023, ICRA Limited has upgraded rating of long-term bank lines to [ICRA]BB- (Outlook: Stable) from [ICRA]B (Outlook: Negative) and reaffirmed short-term bank loan / short-term debt programme rating at [ICRA] A4.

LISTING ON STOCK EXCHANGES

The Equity Shares of the Company are listed on National Stock Exchange of India Limited and BSE Limited. The annual listing fees for the year 2022-23 have been paid to both the Stock Exchanges.

STATUTORY DISCLOSURES

None of the Directors of your Company is disqualified as per provision of section 164(2) of the Act. The Directors of the Company have made necessary disclosures, as required under various provisions of the Act and the SEBI LODR Regulations.

CONSOLIDATED FINANCIAL STATEMENTS

As required under the Regulation 34 of SEBI LODR Regulations and Section 129(3) of the Act, consolidated financial statements of the Company and its subsidiaries are attached to the Annual Report. The consolidated financial statements have been prepared in accordance with Indian Accounting Standard Ind AS-103, “Business Combination” and Ind AS-110 “Consolidated Financial Statements” issued by The Institute of Chartered Accountants of India and notified by the MCA. The audited consolidated financial statements together with Auditor''s Report form part of the Annual Report.

Though, the Company holds 100% equity share capital in Religare Capital Markets Limited (“RCML”), however in the present scenario controlling through voting rights of RCML is not there with the Company. Beside this, the tripartite agreement entered into, in financial year 2011-12, between REL, RCML and RHC Holding Private Limited (“RHCHPL”), for providing financial support to RCML by RHCHPL (by subscribing Preference Shares of RCML), severe long term restrictions and significant restrictive covenants on major decision making at RCML were imposed by the holder of preference shares. Accordingly in view of the above, the financial statements of RCML and its subsidiaries have been excluded from the consolidated financial statements of the Company w.e.f. October 01, 2011, in accordance with applicable accounting standards. The Company has already provided fully for the entire investment made by it into RCML in previous years.

The Consolidated Financial Statements presented by your Company, including financial information of all its subsidiaries, excluding RCML and RCML''s subsidiaries, have been duly audited by the Statutory Auditors and the same is published in your Company''s Annual Report.

The financial statements of the Company and its subsidiaries are placed on the Company''s website at https://www.religare.com/ Quarterly-Annual-Results.aspx

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

Even though operations of the Company are not energy intensive, the management has been highly conscious of the importance of conservation of energy and technology absorption at all operational levels and efforts are made in this direction on a continuous basis. In view of the nature of activities which are being carried on by the Company, the particulars as prescribed under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 regarding conservation of energy and technology absorption are not applicable to the Company and hence have not been provided.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has incurred Nil expenditure (previous year: Rs. 1.77 Lakhs) in foreign exchange and earned Nil income (previous year: Nil) in foreign exchange during the year under review on a standalone basis.

MAINTAINANCE OF COST RECORDS

The Company is in the financial services industry. In view of the nature of activities which are being carried on by the Company, the maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Act is not applicable on the Company and hence such accounts and records are not maintained.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

No amount was required to be transferred by the Company to the Investor Education and Protection Fund (IEPF) during the financial year under reporting.

The Company has appointed a Nodal Officer for the IEPF authority, the details of which are available on the website of the Company at https://www.religare.com/investor-contacts.aspx

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of their knowledge and ability, confirm that:

(a) in the preparation of the annual financial statements for the year ended March 31, 2023, the applicable accounting standards have been followed alongwith proper explanation relating to material departures;

(b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the Loss of the Company for that period;

(c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) they have prepared the annual accounts on a going concern basis;

(e) they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively; and

(f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

CORPORATE GOVERNANCE

The Company is committed to uphold high standards of Corporate Governance and adhere to the requirements set out by the Securities and Exchange Board of India.

A detailed report on Corporate Governance alongwith the Certificate of M/s DPV & Associates LLP, Company Secretaries regarding compliance with conditions of Corporate Governance as stipulated in Schedule V of the SEBI LODR Regulations and a certificate from M/s. MAKS & Co., Company Secretaries that none of the directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as directors of companies by Board / Ministry of Corporate Affairs or any such statutory authority forms integral part of this Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Pursuant to Regulation 34(2)(f) of the SEBI LODR Regulations, the Business Responsibility and Sustainability Report is annexed and forms integral part of this Report.

AUDITORS

M/s S. P Chopra & Co., Chartered Accountants (Firm Registration No. 000346N) holds office as Statutory Auditors of the Company until the conclusion of the 40th AGM of the Company to be held in the year 2024 as per the provisions of the Companies Act, 2013 (Act) and ''Guidelines for Appointment of Statutory Central Auditors (SCAs)/ Statutory Auditors (SAs) of Commercial Banks (excluding RRBs), UCBs and NBFCs (including HFCs)'' issued by RBI vide Circular dated April 27, 2021 (RBI SA Guidelines).

The Company has received certificate to the effect that M/s S. P Chopra & Co. satisfy the criteria provided under Section 141 of the Act and RBI SA Guidelines.

AUDITORS'' REPORT

The Report given by the Auditor on the financial statements of the Company forms part of the Annual Report. There is no qualification in the Auditors Report on the standalone and consolidated financial statements for the financial year ended March 31, 2023 and hence, no explanation is required thereon.

SECRETARIAL AUDITORS'' REPORT

As per provisions of Section 204 of the Act, the Board of Directors of the Company has appointed M/s P I & Associates as the Secretarial Auditor of the Company to conduct the Secretarial Audit. The Secretarial Audit Report for the financial year ended March 31, 2023, is annexed to this Report. Report of the Secretarial Auditor is without any qualification and hence, no explanation is required thereon.

Further, the secretarial audit reports of material subsidiary(ies) of the Company in FY 2022-23 is annexed to this Annual Report. PARTICULARS OF INVESTMENTS, LOANS AND GUARANTEES

The Company, being an NBFC, is exempted from the provisions of Section 186 [except sub-section (1)] of the Act. Accordingly, details of particulars of loans, guarantees or investments as required to be provided as per Section 134(3)(g) of the Act are not provided.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of business. There are no materially significant related party transactions entered by the Company with related parties which may have a potential conflict with the interest of the Company.

All Related Party Transactions are placed before the Audit Committee for approval as per the Related Party Transactions Policy of the Company as approved by the Board. The policy is also uploaded on the website of the Company and can be accessed through the link https://www.religare.com/Policies.aspx

Since all related party transactions that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of business and there was no material related party transaction entered by the Company during the year as per Related Party Transactions Policy, no details are required to be provided in Form AOC-2 prescribed under clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

The details of the transactions with related parties are provided in the notes to accompanying standalone financial statements. RISK MANAGEMENT

Risk is inherent in the activities of the Company and its subsidiaries. The Board of Directors of the Company has constituted a Group Risk Management Committee (GRMC), responsible to frame, implement, monitor and periodically review the effectiveness of the risk management plan and make appropriate changes as and when necessary. Group Risk Management Committee''s role is aligned to requirements of the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, RBI Master Directions on Core Investment Companies and other applicable regulatory requirements. The Company has laid down procedures to inform the Board about the risk assessment and minimization procedures.

The Company is a Core Investment Company and therefore as an investment holding company the management functions includes oversight of risk function prevalent to the Company and its key operating subsidiaries. The Company has a comprehensive Risk Management framework and overarching Risk Management Policy, which is adopted by each of the key operating subsidiaries while formulating their Risk Management Policy. Risk Management Policy of the Company identifies the key risks which are applicable to the Company. Risk Management Policy is aimed at identification, assessment, mitigation, monitoring and reporting of identifiable risks and recording of each identified risk alongwith their mitigation plan. Respective functional head and / or risk management department of key operating subsidiaries are responsible for implementation of the Risk Management system and maintenance of record of risk and mitigation plan in Risk & Control Matrix (RCM) for their respective functional areas, which is updated and tested periodically. Therefore, the risk framework defines the risk management approach across the enterprise at various levels including documentation and reporting. The framework has different risk parameters, which help in identification of risks and their classification as High, Medium and Low categories on the basis of likelihood, impact and velocity.

The testing and evaluation of control environment around Risk Management is integrated and aligned with the quarterly internal audit process. The GRMC of the Company and its key operating subsidiaries reviews the risk management policy on an annual basis. Further, adequacy of design and operating effectiveness of key processes and controls, as documented in the risk and control matrices, is tested by internal auditors and a consolidated dashboard of Risk and Control review results across the Company and it key operating subsidiaries is presented to the Group Risk Management Committee and Audit Committee of the Company on a periodic basis. Further, to enable oversight of the Risk management function prevalent at each of the key operating subsidiaries, the management team of each key operating subsidiaries make presentation on key risk types, as defined in the Risk Management Policy, to the GRMC of the Company on a quarterly basis.

Financial reporting and fraud risks are duly considered in the risk management framework. Risks are mapped with controls and Risk management framework is revisited and revised on the basis of prevailing practice and relevance.

Therefore, the Company has implemented a formal risk management policy and framework to ensure that a comprehensive risk management process is in place at all times, including appropriate board and senior management oversight and the process take into account appropriate steps to comply with applicable regulatory rules, regulations, principles and guidelines and to ensure the adequacy of relevant risk reporting to the Committees and Board.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has a vigil mechanism named Whistle Blower Policy to deal with instance of unethical practices, fraud and mismanagement, actual or suspected fraud or violation of the Company''s code of conduct or ethics policy and any leak/suspected leak of Unpublished Price Sensitive Information or gross misconduct by the employees of the Company, if any, that can lead to financial loss or reputational risk to the organization. The detail of the Whistle Blower Policy has been posted on the website of the Company & can be accessed through the link https://www.religare.com/Policies.aspx

During the year under review, no complaint pertaining to the Company was received under the Whistle Blower mechanism. INTERNAL FINANCIAL CONTROLS AND INTERNAL CONTROL SYSTEM

The Company and its subsidiaries have Internal Control System, commensurate with the size, scale and complexity of its operations. The Internal Controls of the Company & its subsidiaries encompasses the policies, standard operating procedure manuals, approval/authorization matrix, circulars/ guidelines, and risk & control matrices for ensuring the orderly and efficient conduct of its business & support functions, adherence to these policies & procedures, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and timely preparation of reliable financial information during the process of financial reporting. The internal control system is supported by an internal audit process for reviewing the adequacy and efficacy of the relevant internal controls, including its systems, processes and compliance with applicable regulations and procedures. Such detailed controls ensure productive and effective use of resources to the extent that the assets are safe-guarded, transactions are duly approved, registered and adequately reported and checks and balances ensure consistency and reliability of accounting data.

Company is a registered NBFC (CIC) and is exposed to various risks as stated in the Risk Management Policy of the Company and its key operating subsidiaries. The Company and its subsidiaries have adequate control environment for identification and assessment of applicable risks on a periodical basis through an effective Risk Management Framework that has been developed encompassing all the key business and support functions. Mitigation plans and controls are documented for each identified risk in the form of policies & standard operating procedures and risk & control matrices (RCM). Risks/controls documented in the RCMs are mapped to each of the financial statement line items (FSLI) and financial assertions to ensure availability of mitigation plans and internal financial controls for each of the material balances contained in the financial statements. The Company has prepared separate RCMs for Process Level Controls (PLC) and Entity Level Controls (ELC). Similarly, Information Technology controls relating to Information Security, Cyber Security and Other Information Technology General Controls (ITGC) have also been identified, assessed and documented.

The Company and its key operating subsidiaries have a robust mechanism to ensure an ongoing review of systems, policies, processes and procedures to contain and mitigate risk that arise from time to time. The Company and its key operating subsidiaries have satisfactory system of periodical monitoring and reporting of internal financial controls. Key policies and procedures including the RCMs designed to provide reasonable assurance are continuously monitored and updated on a periodical basis. Management ensures that controls as designed are operating effectively and that lapses are identified and remedied in a timely manner. The monitoring activities are carried out through Control Self-Assessment (CSA) mechanism integrated with the internal audit function, whereby key risks and controls are reviewed on a quarterly basis and dashboard containing results of evaluation

of Test of Design (TOD) and Test of Operating Effectiveness (TOE) relating to the Company and its key operating subsidiaries are presented to the Audit and Governance Committee of the Company. A quarterly consolidated report on TOD/TOE testing relating to the Company and its key operating subsidiaries is presented to the Group Risk Management Committee (GRMC) of the Company.

The Company and its key operating subsidiaries have an elaborate quarterly internal audit policy and framework as approved by the respective Audit Committees of the Board. The scope, authority and structure of the Internal Audit function has been defined in the comprehensive Internal Audit Policy. The Company also conducts Information System and Cyber Security Audit on a yearly basis and the report is presented to the Audit and Governance Committee of the Board. Information System Security controls enable the Company to keep a check on technology-related risks and also improve business efficiency and distribution capabilities.

The Internal Audit Team evaluates the efficacy and adequacy of the internal control system and internal financial controls in the Company, its compliance with operating systems, accounting procedures, policies and regulatory requirements at key locations of the Company. Based on the integrated report of internal audit function and IFC, process owners undertake corrective action in their respective areas and thereby strengthen the internal controls. Significant internal audit observations (rated high and medium risk) and corrective actions thereon, along with IFC dashboard, are presented to the Audit and Governance Committee of the Board on periodical basis. The Internal Auditors also assesses opportunities for improvement in business processes, systems and controls, provides recommendations, designed to add value to the organization and follow up the implementation of corrective actions and improvements in business processes after review by the Audit and Governance Committee. The Audit and Governance Committee reviews and evaluates adequacy and effectiveness of the Company''s internal control environment, provides their inputs, if any, to improve the quality of audit and assurance standards and monitors the implementation of audit recommendations across the relevant functional areas to continuously strengthen the internal control framework.

Therefore, the Board has laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively during the financial year.

DETAILS OF FRAUD REPORTABLE BY AUDITOR

During the year under review, neither the statutory auditors nor the secretarial auditors of the Company has disclosed any instance of fraud committed against the Company by its officers or employees required to be disclosed in terms of Section 143(12) of the Act.

HUMAN RESOURCES

The Company considers its employees as its most valuable asset and key driver in making our brand prominent and promising. The Company is professionally managed with senior management personnel having decades of experience assisted by a team of highly skilled and dedicated professionals. The Company and its subsidiaries have strengthened the overall position of the Group and restored the confidence amongst its various stakeholders. With the sincere efforts of dedicated, committed and loyal employees, the Company has stood strong even during difficult circumstances in the recent past and has made a strong presence felt across industry.

The Company is committed to provide its employees an enabling workplace, ensuring their welfare and offering opportunities to develop and grow. We inspire our employees with meaningful work and passionate teams and enable them to find purpose and make an indelible impact. We focus on promoting a collaborative, transparent and participative organization culture, and have developed strong performance management practices wherein innovation and meritocracy is recognized and rewarded. The Company has been running a successful engagement calendar including various wellness initiatives to help employees in their physical and mental well-being. All these efforts help the Company perform its function in a smooth and efficient manner and focus on achieving greater peaks of success.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT THE WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place Prevention of Sexual Harassment at Workplace Policy in line with the requirements of The Sexual Harassment of Women at the Work Place (Prevention, Prohibition and Redressal) Act, 2013 and rules made thereunder. An Internal Complaints Committee (ICC) is in place as per the requirements of the said Act to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. No case has been reported during the year under review.

PARTICULARS OF EMPLOYEES

The details required under Section 197(12) of the Act read with Rule 5(1) & 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are annexed as “Annexure B” to this report.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Board of Directors affirm that, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (SS1 and SS2) respectively relating to Meetings of the Board, its Committees and the General Meetings.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant or material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its operations in future except to the extent mentioned in this Report.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION

There are no material changes and commitments adversely affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate (i.e. March 31, 2023) and as of date of the report i.e. August 08, 2023.

DETAIL OF APPLICATIONS / PROCEEDINGS UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

An application under section 7 of the Insolvency and Bankruptcy Code, 2016 (Code) was filed by Ligare Aviation Limited on March 14, 2023 to initiate Corporate Insolvency Resolution Proceedings against the Company in terms of an alleged corporate guarantee provided by Religare Enterprises Limited for a loan granted by Ligare Aviation Limited to Auriga Marketing Services Pvt. Ltd. However, the said petition was dismissed on merits by the Hon''ble NCLT, Delhi on July 11, 2023.

DIFFERENCE IN VALUATION

The Company has not made any one time settlement with the banks / financial institutions during the year under review. ACKNOWLEDGEMENTS

Your Directors would like to express their sincere appreciation for the co-operation and assistance received from the Company''s Bankers, Regulatory Bodies, Stakeholders including Financial Institutions and other business associates who have extended their valuable sustained support and encouragement during the year under review.

Your Directors also wish to place on record their deep sense of gratitude and appreciation for the commitment displayed by all executives, officers and staff at all levels of the Company during the year under review. Your Directors would also like to thank all shareholders for their continued faith in the Company and look forward to your continued support in the future.

By order of the Board of Directors For Religare Enterprises LimitedSd/-

Dr. Rashmi Saluja

Place: New Delhi Executive Chairperson

Date : August 08, 2023 DIN: 01715298

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Mar 31, 2022

Your Directors have pleasure in presenting this 38^th Annual Report on the business and operations of the Company together with Audited Financial Statements for the financial year ended March 31,2022.

STATE OF AFFAIRS OF THE COMPANY

With continued support from our investors and other stakeholders, dedicated efforts and guidance of the new Board and hard work put by the management and employees, your company has braved the headwinds of all hues and maintained itself on its revival and growth path. With growth and expansion of its various businesses / subsidiaries in mind, the Company is also undergoing a restructuring, rebranding and transformation exercise and has plans to enter new business verticals aligned with the existing financial services business.

During the Financial Year 2021-22 and thereafter till date of finalization of this report, the Company has already resolved and marched past most of the legacy issues / difficulties left behind by its erstwhile promoters / management. While on one hand, it got approval from the stock exchanges for Re-classification of erstwhile Promoters and Promoters group into the Public shareholders category, it also raised funds to the tune of Rs. 57,000 Lakhs. from the primary capital issuance during the year reaffirming public markets’ faith in the current management ofthe company. The Company took tangible steps to become debt-free entity on standalone basis by re-paying all of its external debt liabilities thereby further cementing stakeholders confidence. Having explored the Debt Resolution Plan of the lending subsidiary Religare Finvest Limited (RFL), the Company along with RFL is currently at the definitive stage of One Time Settlement (OTS) with the lenders of RFL and is hopeful of its implementation very soon. Once implemented, this will pave the way for the Company to provide a fresh start to the lending business. The Company has been judicially using its available funds & resources to repay its outstanding dues, meeting working capital needs of its other operating subsidiaries and to utlise the funds for other general corporate purposes so that the revival, value protection and enhancement at subsidiaries can be achieved which will ultimately strengthen the Company and the group. The Company and RFL are also actively pursuing all regulatory and legal actions, both civil and criminal, to ensure recovery of funds siphoned from the group in the past.

All above measures have helped Religare Group in successfully mitigating its financial crisis and strengthening the overall position of the Group. Having built strong presence across financial services over the years, the group has not only been able to retain interest of existing investors but also attracted new marquee investors as evident from the primary capital issuance during the year. This has been on account of strong credentials of its Board and the management, robust business fundamentals, no external debt in the Company, and the existing platform strengths such as widespread outreach / retail franchise, deep domain knowledge/expertise and a vast client base across different business verticals which made the investors see value accretion opportunity in the group.

With resolution of the critical legacy issues and re-start of the lending business in near future, the Company aims to become a 360° financial services provider group.

COVID-19 IMPACT

The outbreak of COVID-19 pandemic had a significant adverse impact on the social and economic situation and business operations of the companies across India. The Country’s economy which was recuperating well in early 2021 after the onset of COVID-19, was again impacted by the grueling second wave of the pandemic. The Company, being a Core Investment Company (CIC), has invested its funds primarily in money market instruments and inter corporate loan to its subsidiaries. Hence, temporary market shocks (such as those due to pandemics/epidemics like COVID-19) are not considered to have a material impact on the business of the Company perse.

The COVID-19 pandemic has however impacted the Group’s business operations in respect of its health insurance subsidiary (Care Health Insurance Limited (CHIL))and subsidiaries engaged in the business of lending (i.e. RFL, together with its subsidiary, Religare Housing Development Finance Corporation Limited (RHDFCL)).

In the case of CHIL, carrying on the business of Health Insurance, in accordance with IRDAI Assets Liability and Solvency Margin Regulations, 2016, Premium Deficiency Reserve (PDR) is to be maintained at insurer level. There was concern about higher than expected claims on account of second Covid wave. However, the increasing pace of inoculation amongst the population

and other efforts by the government / medical organizations helped to mitigate some of the adverse impact of COVID-19 on the expected claims. It was also observed that the growth of business of CHIL is significantly better in current financial year, as compared to previous financial year leading to higher proportion of Unearned Premium Reserve (UPR) available for future claims. Based on the above, its Appointed Actuary has advised to maintain NIL PDR as on March 31,2022 (Rs. 13,587.82 Lakh as on March 31, 2021).

Apart from the above, COVID-19 has put constraints on recovery of overdues from the customers of subsidiaries carrying on the lending business, viz. RFL and RHDFCL due to various exemptions and regulatory measures announced by the RBI and other regulators / authorities with respect to the deferment of the recovery and waiver of interest etc., which these subsidiaries have fully followed / complied.

During the year, both RFL and RHDFCL have ensured compliance with various measures announced by various authorities from time to time such as extension of moratorium granted to borrowers, benefit of asset classification, Resolution Framework for COVID-19-related stress, grant ofex-gratia paymentofdifference between compound interest and simple interest, etc.

FINANCIAL RESULTS AND BUSINESS OPERATIONS

The highlights ofstandalone and consolidated financial performance ofthe Company in FY22 are as under:

(Rupees in Lakhs]
Particulars	Financial Year 2021-22		Financial Year 2020-21
	Standalone (Audited)	Consolidated (Audited)	Standalone (Audited)	Consolidated (Audited)
Total Income	2,956.15	337,244.09	11,878.19	253,046.94
Total Expenditure	5,637.08	440,339.72	5,443.26	302,784.64
Profit before Tax	(2,680.93)	(103,095.63)	6,434.93	(49,737.70)
Exceptional Items	-	-	-	-
Profit / (Loss) before Tax after exceptional items	(2,680.93)	(103,095.63)	6,434.93	(49,737.70)
Share in Profit / (Loss) of Joint Ventures	-	(9.65)	-	(8.41)
Profit / (Loss) Before Tax	(2,680.93)	(103,105.28)	6,434.93	(49,746.11)
Income tax Expense/ (Credit)	(80.35)	50,746.16	35.23	(1,964.36)
Profit / (loss) After Tax	(2,600.58)	(153,851.44)	6,399.70	(47,781.75)
Other Comprehensive Income	(21.68)	(3,362.77)	41.69	2,868.86
Total Comprehensive Income for the period	(2,622.26)	(157,214.21)	6,441.39	(44,912.89)
Less: Share of Non- Controlling Interest	-	(614.34)	-	3,776.17
Total Comprehensive Income/ (Loss) (after tax and non-controlling interest)	(2,622.26)	(156,599.87)	6,441.39	(48,689.06)

(i) Consolidated Performance

We recorded a ‘Profit Before Tax’ of Rs (103,095.63) Lakhs, for FY22 as compared to ‘Profit Before Tax’ of Rs. (49,737.70) Lakhs for FY21. ‘Profit After Tax’ was Rs (153,851.44) Lakhs for FY22 as compared to ‘Profit After Tax’ of Rs. (47,781.75) Lakhs for FY21. Total Comprehensive Income / (Loss) attributable to the Owner of the Company for the FY22 is Rs (156,599.87) Lakhs as compared to Rs. (48,689.06) Lakhs in FY21. Basic earnings per share decreased to Rs. (51.33) in FY22 from Rs. (19.65) in FY21.

(ii) Standalone Performance

We recorded a ‘Profit Before Tax’ of Rs. (2,680.93) Lakhs, for FY22 as compared to ‘Profit Before Tax’ of Rs. 6,434.93 Lakhs for FY21. ‘Profit After Tax’ was Rs. (2,600.58) Lakhs for FY22 as compared to ‘Profit After Tax’ of Rs. 6,399.70 Lakhs for FY21. Total Comprehensive Income / (Loss) for the FY22 is Rs. (2,622.26) Lakhs as compared to Rs. 6,441.39 Lakhs in FY21. Basic earnings per share decreased to Rs. (0.86) in FY22 from Rs. 2.47 in FY21.

(iii) Operating Performance of Businesses

Our Health Insurance business, Care Health Insurance Limited (Formerly known as Religare Health Insurance Company Limited) (“CHIL”) registered Gross Written Premium of Rs. 394,744 Lakhs during the Financial Year 2021-22, a growth of 53% over the previous financial year and reported PBT of Rs. 1,555 Lakhs. As at March 31, 2022, CHIL has established a Pan-India distribution network of 207 branches. It services over 1385 locations across the Country and has a hospital network of 18,900 hospitals and healthcare centres. It offers 30 products to cater to varied customer needs. CHILfollows a multi-product and multi-channel distribution strategy. Its products span across retail health, group health, travel insurance, etc. and it has a good channel mix consisting of agency, brokers, corporate agents, online and bancassurance.

The Retail Broking business, which comprises of Religare Broking Limited (“RBL”) and Religare Commodities Limited (“RCL”), reported revenue of Rs. 28,261 Lakhs and Rs 571 Lakhs respectively during FY22. The PAT for RBL and RCL was Rs. 1,862 Lakhs and Rs. 401 Lakhs respectively for the financial year ended March 31, 2022. RBL services more than one million unique customers and has presence in 400 towns and cities across India. RBL provides multi-platform options such as Branch, Web, App, Call n Trade to enhance customer convenience and ease. RBL also has Bancinvest partnerships with various banks like Bank of Maharashtra, Karur Vysya Bank Limited, Sarasvat Bank, South Indian Bank Limited, Tamilnadu Mercantile Bank Limited, UCO Bankand Union BankofIndia etc.

In the Lending business, our subsidiary Religare Finvest Limited (“RFL”), which is focused primarily on lending to the SME segment, had total book size of Rs. 398,146 Lakhs out of which SME book constituted 41% and amounted to Rs. 163,732 Lakhs as at March 31,2022 in accordance with Ind-AS. RFL has been under the Corrective Action Plan (“CAP”) of RBI vide its letter dated January 18, 2018 and has been prohibited from expansion of credit/investment portfolio other than investment in government securities and not to pay dividend. Therefore, RFL has focused its efforts on collections, recovery and correcting the asset liability mismatch in its books. RFL has already made provisions on its entire Corporate Loan Book of Rs. 203,670 Lakhs in previous years. RFL retains its presence across 19 branches across SME clusters in India alongwith its experienced SME focused management team. RFL is also actively pursuing legal and regulatory matters towards resolving all issues. RFL is taking necessary corrective actions and making all efforts to come out of the RBI CAP and resume normal business operations at the earliest.

RFL’s subsidiary, Religare Housing Development Finance Corporation Limited (“RHDFCL”) focuses on providing loans to the affordable housing segment and its total book size stands at Rs. 34,704 Lakhs as on March 31, 2022 in accordance with Ind-AS. The total income and PAT after OCI for the financial year were respectively Rs. 6,103 Lakhs and Rs. 384 Lakhs. The average ticket size for the home loans has been around Rs. 10 Lakhs. RHDFCL has a pan India presence with a network of 26 branches. RHDFCL has remained profitable in each year of its operations since it became a part of the Religare group.

CHANGE IN NATURE OF BUSINESS

During the year under review, there was no change in the nature ofbusiness ofthe Company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management’s Discussion and Analysis Report for the year under review detailing economic scenario and outlook, as stipulated under Schedule V ofthe SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR Regulations”) is presented in a separate section and forms an integral part of this Report.

DIVIDEND AND RESERVES

Keeping in view of the losses, no dividend has been declared by the Company for the financial year ended March 31,2022.

The Company had formulated and approved a Dividend Distribution Policy (“the Policy”) pursuant to the requirement under the

SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Details of the same have been uploaded on the website ofthe Company and can be accessed through the link i.e. https://www.religare.com/Policies.aspx

However, the members may please note that the Reserve Bank of India (“RBI”) vide its letter dated April 5, 2019 has advised the Company to stop paying dividends till further orders from RBI and has continued that restriction vide its letter dated December 19, 2019.

SUBSIDIARIES & JOINT VENTURES

As at March 31, 2022, your Company has 26 direct and indirect subsidiaries. During the year under review, the businesses of the Company and its subsidiaries and changes, if any, have been explained elsewhere in this report and Management’s Discussion and Analysis Report. In order to achieve the objective to establish an in house CSR Company to look after the CSR expenditure of the various subsidiary companies at group level leading to a more strategic approach in CSR spending for a larger unified purpose at group level, a new section 8 company i.e. Religare Care Foundation was incorporated as a subsidiary of the Company on February 04, 2022. Further, post end of the financial year ended March 31,2022, a new company Religare Digital Solutions Limited was incorporated on April 07, 2022 as wholly owned subsidiary (WOS) of Religare Broking Limited (WOS of the Company) for the purpose of shifting of e-governance business from RBL to the said entity.

In terms of Section 129(3) of the Companies Act, 2013 (“Act”), your Company has prepared a statement containing the salient features of the Financial Statements of our subsidiaries & joint ventures in the prescribed format AOC-1 which is attached to the Consolidated Financial Statements of the Company. The said statement contains a report on the performance and financial position of each ofthe subsidiaries and hence is not repeated here for the sake of brevity. Further, the details of major subsidiaries of the Company and their business operations during the year under review are covered in the Management’s Discussion and Analysis Report.

As at March 31, 2022, your Company has 1 joint venture i.e. IBOF Investment Management Private Limited in which the Company holds 50% share capital.

MAJOR EVENTS> Re-classification of Promoters and Promoters Group

The Company has received approval of both the stock exchanges viz. National Stock Exchange of India Limited and BSE Limited on June 11, 2021 and June 12, 2021 respectively for re-classification of Promoters & Promoter Group into public category:

Pursuant to the Re-classification of Promoters / Promoters Group, the Company has now become a “Listed entity with no Promoters”.

> Raising offunds through the Preferential Allotment

The Company has raised funds of Rs. 57,000 Lakhs through preferential allotment of 5,41,56,761 equity shares in terms of SEBI (Issue of Capital and Disclosure Requirement) Regulations, 2018 on July 14, 2021 at issue price of Rs. 105.25 per share (including a premium of Rs. 95.25 per share) in terms of the approval of the Board of Directors and Shareholders of the Company obtained on June 08, 2021 and July 03, 2021 respectively.

The Company is utilizing the funds as per the objects mentioned in notice of extra-ordinary general meeting send to shareholders for approval.

> Composite Scheme of Arrangement Company

On December 18, 2019, the Board of Directors ofthe Company approved, subject to requisite approvals, the draft Scheme of Amalgamation (“Scheme”) that is designed to simplify the Group corporate structure. In terms ofthe Scheme, four (4) direct/indirect wholly owned subsidiaries of the Company namely, Religare Comtrade Limited, Religare Insurance Limited, Religare Advisors Limited and Religare Business Solutions Limited will merge with/into the Company subject to terms and conditions as provided in the Scheme.

The Scheme is in continuation of the steps the Company has taken in the past to simplify the structure.

The Scheme was filed with the Hon’ble NCLT on October 31, 2020. The Hon’ble NCLT vide order dated December 21, 2021 allowed the application. The application for second motion was filed on December 30, 2021 with the Hon’ble NCLT. The Scheme is pending for approval as on date.

Subsidiary

Religare Broking Limited (RBL) and Religare Digital Solutions Limited (RDSL) (incorporated on April 07, 2022), wholly owned subsidiaries of the Company, at meetings of their Board of Directors held on May 18, 2022 and May 25, 2022 respectively, approved a Scheme of Arrangement (“Scheme”) between RBL (‘Transferor Company”) and RDSL (‘Transferee Company”) and their respective Shareholders and Creditors under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013.

RDSL, the Transferee Company is a wholly owned subsidiary of RBL, Transferor Company.

The Scheme inter alia provides for transfer of E-Governance Undertaking of the Transferor Company to Transferee Company as a going concern on ‘’slump sale’’ basis in accordance with provisions of the Scheme.

The Scheme is conditional upon and subject to obtaining necessary regulatory approvals under applicable laws, including approval ofHon’ble National Company Law Tribunal, New Delhi.

> Religare Finvest Limited (RFL)1. One Time Settlement (OTS) with lenders

As explained in previous year reports, RFL has been put under the corrective action plan (“CAP”) by the Reserve Bank of India (“RBI”) vide its letter dated January 18, 2018 due to past financial irregularities committed by the erstwhile promoters and ex-management. The said CAP, interalia, prohibits RFL from expansion of credit/investment portfolios other than investment in Government Securities and advices RFL not to pay dividend. The Capital to Risk Weighted Assets ratio (“CRAR”) of RFL as on March 31,2022 is below the prescribed limit.

RFL has also made defaults in repayment of its obligation towards its lenders and an amount of Rs. 534,407.86 Lakhs (Rs. 329,602.94 Lakhs as on March 31, 2021) were overdue as on March 31,2022. During the FY 22, RFL has defaulted on the interest payment of certain of its Non-Convertible Subordinated Debentures. Further, the Unsecured Rated Listed Redeemable Non-Convertible Subordinated Debentures (NCDs) aggregating to Rs. 10,620 Lakhs comprising ofprincipal of Rs. 10,000 Lakhs and interest of Rs. 620 Lakhs were not redeemed on the date of maturity i.e. April 30, 2021 and the said NCD’s of Rs. 11,860 Lakhs (including interest of Rs. 1,860 Lakhs) were settled for an amount of Rs. 2,000 Lakhs by the Company on April 22, 2022.

To augment the capital/ for the revival of RFL, a debt resolution plan (DRP) with TCG Advisory Services Private Limited (TCG) was proposed seeking approval from RBI on the proposed DRP in the FY 2019-20. Since, the request was not acceded by RBI, a revised resolution plan with Religare Enterprises Limited (REL/ Company) continuing as the promoter of RFL was submitted in FY 2021-22. Thereafter, the Company raised requisite funds via preferential allotment of equity shares in July 2021 in order to repay the loans due to RFL from the Company and its subsidiary, to meet the pre-condition of the proposed DRP. However, RFL received a communication dated February 11, 2022 from the RBI advising that restructuring of RFL cannot be implemented with REL continuing as its promoter as RFL has been declared as “Fraud” exposure by lenders. A writ petition was filed by RFL challenging the letter dated February 11, 2022 issued by the RBI declining to allow the restructuring of RFL under the guidelines for RBI Prudential Framework dated June 07, 2019. The matter was listed before the Hon’ble Delhi High Court on February 18, 2022 on which date, the Hon’ble Delhi High Court was pleased to stay the operation of the impugned communication. The matter is sub judice and stay on impugned communication is to continue till next date of hearing.

Post RBI letter dated February 11,2022 on the DRP, RFL has proposed One Time Settlement (OTS) to the lenders. Various joint lenders’ meetings and meetings of core committee have been held for discussions regarding the OTS proposal. RFL had received a communication dated May 31,2022 from its lead lender informing that in the lenders’ meeting held on May 20, 2022, lenders have in-principally agreed to consider the OTS proposal of RFL and to put up the same to their respective authorities. As a part of proposed OTS with the lenders and demonstrating its commitment towards RFL’s revival by way of proposed OTS, the Company in June 2022 has deposited Rs. 22,000 Lakhs in a no-lien account with the lead lender, on behalf of RFL to be treated as an Inter-Corporate Loan (ICL) given to RFL. The said amount shall be returned to the Company in the unfortunate event ofthe OTS not getting implemented.

RFL has submitted the final OTS proposal to lenders on July 07, 2022 and is pursuing with all lenders for approval for timely completion. RFL is also taking the necessary corrective measures as advised by RBI and along with implementation of the OTS proposal, will seek removal of CAP in the due course.

2. Corporate Loan Book

RFL has an exposure of Rs. 203,670 Lakhs as per financials as at March 31, 2022 towards the Corporate Loan Book (“CLB”). RBI raised concerns in the past about the creditworthiness of the borrowers, credit appraisal and loan sanctioning mechanism followed by RFL in respect of this book. The management reviewed the portfolio and the financial reports of such borrowers to determine the respective recoverability of the said loans. Based on the maturity dates of the loans, recovery steps instituted and the financial reports of the borrowers, RFL had, on a prudent basis, made full provision of Rs. 203,670 Lakhs during the previous years against this portfolio. Insolvency proceedings have been initiated before the Hon’ble NCLT Delhi against the Borrowers forming part of the CLB category. RFL has filed petitions in Hon’ble NCLT for recovery of corporate loans. However, the Hon’ble Supreme Court has stayed these proceedings in a hearing of the matter titled Daiichi Sankyo Company Limited vs. Oscar Investments Limited. REL, RFL and RCTL have filed application for intervention which has been allowed by the Supreme Court. The application for vacation of stay was heard by the Hon’ble Court and the judgement is reserved on the same.

RFL had filed a criminal complaint on December 19, 2018 before the Economic Offence Wing (EOW), forvarious criminal actions committed by the erstwhile promoters and other associated persons/entities. The EOW filed its charge sheet on January 5, 2020 against various accused persons and entities on which cognizance was taken by the Ld. CMM. The supplementary charge sheet has also been filed by EOW in which sixteen entities and three individuals have been booked under charge sheet. The Enforcement Directorate (ED) has suo-moto lodged an enforcement case under the Prevention of Money Laundering Act. The ED has filed its charge sheet on January 10, 2020 and cognizance has also been taken by the Court. The Company and RFL have also filed a complaint with CBI against various accused under various sections of Indian Penal Code, 1860. RFL is actively pursuing the recovery steps in the matter and is hopeful of recoveries.

RFL has recognized ECL / impairment in respect of its entire exposure in respect of CLB portfolio as at March 31, 2022 and no furtherfinancial implications are expected on RFL in this regard.

3. Fixed Deposits with Lakshmi Vilas Bank

In relation to adjustment of fixed deposits of Rs. 79,145 Lakhs (excluding Rs. 2,703.39 Lakhs interest accrued & due till the date of original maturity i.e. July 20, 2018) with and by the Lakshmi Vilas Bank (LVB) against the loans given to erstwhile promoter group companies in the previous years, RFL had filed a suit for recovery of fixed deposits amounting to Rs 79,145 Lakhs misappropriated by LVB on May 31,2018 before the Hon’ble Delhi High Court. The Hon’ble Delhi High Court passed interim Orders directing that status quo be maintained in respect of RFL’s current account maintained with LVB. Further, State Bank of India and SCCPL alongwith its associates have filed application for impleadment in the said suit. While the matter continued to be under litigation at Hon’ble High Court of Delhi for declaration and recovery, RFL has filed application to the Hon’ble Court for substitution of LVB with DBS Bank India Limited (DBS). On March 29, 2022 the Hon’ble Court allowed RFL’s application seeking substitution of DBS in place of LVB. Apart from civil suit for recovery, RFL had filed a criminal complaint against LVB and others on May 15, 2019 with the Economic Offences Wing Delhi (EOW) based on which the EOW had registered FIR dated September 23, 2019 against LVB & Ors for committing offence of criminal breach of trust and criminal conspiracy. Subsequently, in March 2020, the EOW filed a charge sheet against various accused persons / companies including the senior officials of LVB before the court of Ld. CMM, Saket District Court. Along with the charge sheet, the I.O. also filed a forensic audit report conducted by LVB which has glaring findings establishing large scale violations of policies both regulatory and internal. The said court has taken cognizance on the final report. Enforcement Directorate has suo-moto lodged ECIR on the basis of the FIR lodged by EOW. The matter is sub judice.

REGULATORY UPDATES Reserve Bank of India (“RBI”)

RBI conducted an inspection of the Company under section 45N of the Reserve Bank of India Act, 1934 in the month of February 2022 for the financial position as on March 31,2021. The Supervisory Concerns were issued by the RBI in April 2022 pursuant to said inspection which has been suitably replied.

Further, vide Supervisory Concerns / Advisory Letter dated December 19, 2019 issued by the RBI for inspection for the financial position as on March 31,2019, RBI has advised the Company to continue to be debarred from declaring the dividends.

Securities and Exchange Board of India (“SEBI”)

i. In in the matter of investigation of the Company/REL initiated by SEBI in February 2018, SEBI issued a Show Cause Notice dated November 17, 2020 (SCN) alleging violation of certain provisions of SEBI Act, 1992; SEBI (PFUTP) Regulations, 2003; Listing Agreement; Securities Contracts (Regulation) Act, 1956; & SEBI (LODR) Regulations, 2015. In proceedings commenced under the aforesaid SCN, the Company along with its subsidiary company Religare Finvest Limited (RFL) filed a joint settlement application under the provisions of SEBI (Settlement Proceedings) Regulations, 2018, with SEBI on March 31,2021.

Pursuant to aforesaid settlement application and upon payment of settlement amount of Rs. 5,41,80,000/- (Rupees Five Crore Forty One Lakh Eighty Thousand only) by the Company and Rs. 5,08,95,000/- (Rupees Five Crore Eight Lakh Ninety Five Thousand only) for RFL as directed by SEBI, Settlement Order dated May 31,2022 has been issued by SEBI. This Settlement Order disposes of the adjudication proceedings initiated against the Company and RFL vide SCN dated November 17, 2020.

Further, SEBI has passed the final order dated July 28, 2022 in the aforesaid matter and directed REL and RFL to continue to pursue the measures, which have already been put into motion, to recover the amount due along with interest from the erstwhile promoters of REL. None of the entities penalized in this final order is part of Religare group at present.

ii. In the matter of Fortis Healthcare Limited (“FHL”), SEBI issued SCN dated April 09, 2021 against RFL for alleged violation of section 12A (a), (b) & (c) of the SEBI Act, 1992 and Regulation 3 (b), (c) and (d) and 4(1) of the SEBI (PFUTP) Regulation, 2003, by aiding and abetting the routing of funds from FHL ultimately to RHC Holding for the benefit of expromoters entities. RFL was called upon to show cause as to why an inquiry should not be held against RFL in terms of Rule4ofSEBI Adjudication Rules and penaltyshould not be imposed underSection 15HAand 15HBofSEBI Act.

RFL submitted a settlement application with SEBI in accordance with provisions of SEBI (Settlement Proceedings) Regulations, 2018 on June14, 2021. In the matter, SEBI issued final settlement order dated January 25, 2022 which was published on January 31,2022 by SEBI on its website on payment of settlement amount of Rs. 1,82,32,500/- by RFL. This Settlement Orderdisposes ofthe adjudication proceedings initiated against RFL vide SCN dated April 9, 2021.

Serious Fraud Investigation Office (“SFIO”)

In the matter of ongoing investigation of the Company initiated by SFIO in February 2018, as ordered by Ministry of Corporate Affairs, Government of India, the Company and its subsidiaries have been cooperating in the aforesaid investigation and have been providing the requisite information / documents from time to time.

LEGAL UPDATESa. Petition for rectification of Register of Members of the Company

Loancore Servicing Solutions Pvt. Limited has filed a petition with the Hon’ble NCLT, Delhi under Sections 58 and 59 of the Companies Act, 2013 seeking rectification of Register of Members of the Company. The Company is contesting the same on maintainability of the petition. The matter is currently sub-judice. The Board and management strongly believe that this is a frivolous petition by Loancore and the Company will strongly defend the case.

b. Promoter Indemnity Agreement

In the matter of Malvinder Mohan Singh vs. Religare Enterprises Limited & Ors., in Hon’ble Delhi High Court, Malvinder Mohan Singh had filed Suit in previous years for declaration that the termination of Indemnification cum Release Agreement dated November 14, 2017 (“Indemnity”) issued by the Company is unlawful. The new Board had cancelled the Indemnity on September 02, 2018. The Company had raised objections regarding maintainability of suit. The matter was dismissed by the Hon’ble Delhi High Court on April 21, 2022 for non-prosecution.

c. Petition by Finserve Shared Services Limited (“FSSL”)

In previous years, FSSL had filed a petition against the Company under Section 11 of the Arbitration and Conciliation Act, 1996 for appointment of the Arbitral Tribunal alleging that the Company had executed a Master Services Agreement dated 09.11.2011 (“MSA”) with FSSL to centralize the costs of REL by the creation of a separate entity which would provide corporate services to REL and its subsidiaries which would also facilitate the reduction of the overall costs of REL and its subsidiaries and persuaded RHC Holding Pvt Ltd. (“RHC”) to make an investment of Rs. 83,900 Lakhs in FSSL, by way of equity, preference and debt. The said petition filed by FSSL was dismissed for non-prosecution by the Hon’ble Delhi High Court vide order dated April 01,2022.

d. Non-redemption of preference shares by Religare Capital Markets Limited (“RCML”)

In previous years, RHC Holding Pvt Ltd (RHC) had filed a petition against RCML under Section 11 of the Arbitration and Conciliation Act, 1996 for appointment of the Arbitral Tribunal demanding the payment of its investment amount in the preference share capital of RCML of Rs. 52,447 Lakhs along with premium of Rs. 53,841 Lakhs which has been due for redemption but not redeemed by RCML due to losses. The Company was also arrayed as party to the said petition. The said petition filed by RHC was dismissed for non-prosecution by the Hon’ble Delhi High Court vide order dated April 01, 2022.

CHANGE OF THE REGISTERED OFFICE

Post end of the financial year March 31,2022, the Board of Directors in it meeting held on August 10, 2022 approved shifting of the registered office of the Company from “First Floor, P-14, 45/90, P- Block, Connaught Place, New Delhi -110001” to “1407, 14th Floor, Chiranjiv Tower, 43, Nehru Place, New Delhi - 110019” w.e.f. August 16, 2022.

EQUITY SHARE CAPITAL

The current Authorized Share Capital of the Company is Rs. 816,45,00,000/- (Rupees Eight Hundred Sixteen Crores Forty Five Lakhs only) divided into 65,44,50,000 (Sixty Five Crores Forty Four Lakhs and Fifty Thousand) Equity Shares of Rs. 10/-(Rupees Ten only) each and 16,20,00,000 (Sixteen Crores Twenty Lakhs) Redeemable Preference Shares of Rs. 10/- (Rupees Ten only) each.

During the year under review, the issued, subscribed and paid up equity share capital of the Company was increased from Rs. 259,41,39,020 (Rupees Two Hundred Fifty Nine Crores Forty One Lakhs Thirty Nine Thousand and Twenty only) consisting of 25,94,13,902 (Twenty Five Crores Ninety Four Lakhs Thirteen Thousand Nine Hundred and Two only) equity shares of Rs. 10/-(Rupees Ten only) each to Rs. 318,80,93,120 (Rupees Three Hundred Eighteen Crores Eighty Lakhs Ninety Three Thousand One Hundred and Twenty only) consisting of 31,88,09,312 (Thirty One Crores Eighty Eight Lakhs Nine Thousand Three Hundred and Twelve only) equity shares of Rs. 10/- (Rupees Ten only) each.

The issued, subscribed and paid up equity share capital as on March 31,2022 is Rs. 318,80,93,120/-.

Post March 31, 2022 and till the date of this report, the Company allotted 408,001 Equity Shares of face value of Rs. 10/- each at exercise price ranging from Rs. 29.43 to Rs. 39.55 each pursuant to exercise of stock options granted under the Religare Enterprises Limited Employee Stock Option Plan 2019. Pursuant to the said allotment, the issued, subscribed and paid up equity capital of the Company stands increased from Rs. 318,80,93,120/- divided into 31,88,09,312 equity shares of Rs. 10/- each to Rs. 319,21,73,130/- divided into 31,92,17,313 equity shares of Rs. 10/- each.

PREFERENCE SHARE CAPITAL

The Company has two types of Preference shares outstanding as on date comprising 15 lakhs 13.66% Cumulative NonConvertible Redeemable Preference Shares of Rs. 10/- each issued in 2008 (2008 Preference Shares) and 2.5 crores 0.01% Non-Cumulative Non-Convertible Redeemable Preference Shares of Rs. 10/- each issued in 2016 (2016 Preference Shares).

The Company did not redeem the 2008 Preference Shares on due date of October 31, 2018 basis the interim application filed in the matter of Daiichi Sankyo Company Limited vs. Malvinder Mohan Singh & Others before the Hon’ble High Court of Delhi disputing its liability as garnishee and praying among other reliefs for the stay of redemption pending the outcome of investigations

into the affairs of the Company and its subsidiaries already initiated by SEBI and SFIO. The Company has been served with warrants of attachment as Garnishee, which is being contested / challenged. Company has also filed a criminal complaint before the Economic Offences Wing, Delhi Police for various offences under the Indian Penal Code, I860 w.r.t transactions relating to issuance and redemption of said Preference Shares. However, the Company has created an adhoc provision of Rs 2,073.42 Lakhs towards the potential interest liability from the redemption date till March 31,2022.

The term sheet signed by the Company provides a Redemption Event that “holders of the Preference Shares, may have the option to subscribe to equity shares in REL though preferential allotment worth the Due Amount subject to approval of the shareholders at the time if required and subject to compliance with SEBI regulations and other applicable law.

Further, due to non-payment of dividend by the Company continuously for two years on 2016 Preference Shares, voting rights have been triggered on these Preference Shares in terms of relevant provisions of the Act. The Company has also not paid dividend on 2008 Preference Shares but the Company has a letter dated August 20, 2012 from then holder of these shares irrevocably and unconditionally waiving off the voting rights on 2008 Preference Shares. The Company has not redeemed aforesaid 2016 Preference Shares with redemption value amounting Rs. 4,212.75 Lakhs due for redemption on August 30, 2021 and which is outstanding as of March 31,2022.

The Company has fled the petition before the Hon’ble National Company Law Tribunal, New Delhi Bench on June 14, 2019 seeking rectification of Register of Members of the Company by cancellation of 2016 Preference Shares and any other appropriate reliefs, including interim relief with respect to freezing of voting rights and dividend rights attached to the said 2016 Preference Shares. The Hon’ble NCLT on September 29, 2021 directed ordering the status quo on the respondents to restrain them from exercising their voting power with the resolution until the further order. Further, vide order dated December 16, 2021, it was affirmed by Hon’ble Tribunal that interim orderwill continue. The matteris subjudice.

NON-CONVERTIBLE DEBENTURES

There are no outstanding non-convertible debentures as on date.

PUBLIC DEPOSITS

Your Company has neither invited nor accepted any deposits from public within the meaning of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 during the period under review.

ANNUAL RETURN

As per the requirements of Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013 read with Rules framed thereunder, the draft Annual Return as on March 31,2022 is available on website of the Company and can be accessed through the link https://www.religare.com/Annual-Returns.aspx

CAPITAL REQUIREMENTS

Your Company is registered with the Reserve Bank of India (“RBI”)¹ as a Non-Deposit Taking Systemically Important Core Investment Company (“CIC-ND-SI”) vide Certificate No. N-14.03222 dated June 03, 2014. In terms of the RBI Notification dated August 13, 2020, the CIC-ND-SI will henceforth be termed as Core Investment Company. The Company primarily functions as an investment holding company with more than 90% of its total assets consisting of investments in shares of subsidiary companies/ joint venture companies.

As a Core Investment Company, the Company is required to -

a. maintain minimum Adjusted Net Worth of 30% of its aggregate risk weighted assets on balance sheet and risk adjusted value of off-balance sheet items as on the date of the last audited balance sheet as at the end of the financial year; and

b. restrict the outside liabilities up to 2.5 times of its Adjusted Net Worth as on the date of the last audited balance sheet as at the end ofthe financial year.

The Company is in compliance with the abovementioned requirements as at March 31,2022.

RELIGARE EMPLOYEES STOCK OPTION SCHEMES

Nomination and Remuneration Committee (“Committee”) of the Board of Directors of the Company, inter alia, administers and monitors the Employees’ Stock Option Schemes of the Company in accordance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (erstwhile Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 & Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999) (‘the SEBI ESOP Regulations’).

During the year under review, the Committee granted 28,50,000 stock options under the “Religare Enterprises Limited Employees Stock Option Plan 2019” and further 45,00,000 stock options were granted after the close of the FY 2022 till the date of this Report.

Details as required under the SEBI ESOP Regulations, for Religare Employees Stock Option Scheme 2010, Religare Employees Stock Option Scheme 2012 and Religare Employees Stock Option Plan 2019 have been uploaded on the website ofthe Company and can be accessed through the link https://www.religare.com/Emplovee-Stock-Qption-Schemes.aspx

There is no other material change in the ESOP schemes ofthe Company during the year.

Certificate from the Secretarial Auditors confirming that schemes have been implemented in accordance with the SEBI ESOP Regulations will be available for inspection by the members in the forthcoming Annual General Meeting of the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

All Independent Directors (IDs) have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Act and Regulation 16 of SEBI LODR Regulations. All the IDs of the Company have registered their names with the data bank of IDs maintained by the Indian Institute of Corporate Affairs (IICA). Further, in terms of Regulation 25(8) of the SEBI LODR Regulations, the Independent Directors have confirmed that they are not aware of any circumstances or situation which exist or may be anticipated, that could impair or impact their ability to discharge their duties. Further, in the opinion of the Board, Independent Directors qualify the criteria of Independent Director as mentioned in the Act and SEBI LODR Regulations and are independentofthe management.

Further, all the Directors of the Company have confirmed that they satisfy the “fit & proper” criteria as prescribed in the Directors Appointment & Fit and Proper Policy of the Company.

Following changes occurred in the directorships / key managerial positions (KMP) ofthe Company during the FY 2021-22:

Sr. No.	Name of Director	Particulars of Change (Appointment / Resignation/Others)	Effective Date of change
1.	Mr. Sushil Chandra Tripathi	Ceased to be Non-Executive & Independent Director due to his sad demise on May 19, 2021 after a long battle with Covid -19	May 19, 2021
2.	Mr. Praveen Kumar Tripathi	Appointed as Non-Executive Independent Director	December 22, 2021
3.	Mr. Ranjan Dwivedi	Appointed as Non-Executive Independent Director	December 29, 2021
4.	Mr. Siddharth Dinesh Mehta	Ceased to be Non-Executive Non-Independent ViceChairperson pursuant to receipt of No Objection of the Reserve Bank of India on March 16, 2022 to his resignation dated December31,2021	March 16, 2022

The Board expresses its heartfelt condolences on untimely demise of Mr. Sushil Chandra Tripathi and wishes to put on record its sincere and deep appreciation for his invaluable guidance and contribution during his tenure. The Company immensely benefited from his vision, enriched experience and leadership during his tenure on the Board of the Company. The Board also places on record its appreciation and gratitude to Mr. Siddharth Dinesh Mehta for his participation in the Board of the Company during his tenure.

In terms of Section 203 of the Act, following are the KMPs of the Company as on March 31,2022:

1. Dr. Rashmi Saluja, Executive Chairperson

2. Mr. Nitin Aggarwal, Group Chief Financial Officer

3. Ms. Reena Jayara, Company Secretary

In accordance with the provisions of the Act, and Regulation 36 of the SEBI LODR Regulations, Dr. Rashmi Saluja (DIN: 01715298), retires at the ensuing Annual General Meeting (AGM), and being eligible offers herselffor re-appointment.

Dr. Rashmi Saluja, Executive Chairperson of the Company, will be completing her present term on February 25, 2023. The Board at its meeting held on August 10, 2022, based on the recommendation of the Nomination and Remuneration Committee and subject to the approval of shareholders, has approved re-appointment of Dr. Rashmi Saluja as Executive Chairperson of the Company for a further term offve years w.e.f. February 26, 2023.

Pursuant to the provisions of Sections 149, 161 and other applicable provisions of the Act and applicable provisions of SEBI LODR Regulations, the Board based on recommendation of the Nomination and Remuneration Committee and subject to the approval of the shareholders, has appointed Mr. Praveen Kumar Tripathi (DIN: 02167497) and Mr. Ranjan Dwivedi (DIN: 09185085) as Independent Directors w.e.f. December 22, 2021 and December 29, 2021 respectively to hold office for a term of five consecutive years. The Board recommends their appointment at the ensuing AGM. In the opinion of the Board they possess requisite qualifications, experience, expertise, proficiency and hold high standards of integrity.

The Company has received requisite notice(s) from members under Section 160 of the Act proposing their appointment as Independent Directors.

The brief resume, nature of expertise, disclosure of relationship between directors inter-se, details of directorships and committee membership held in other companies and other details relating to the directors, who are to be appointed/re-appointed as stipulated under Regulation 36(3) of the SEBI LODR Regulations and Secretarial Standards issued by ICSI, are furnished in the Notice of the ensuing AGM. The Board of Directors recommends the appointment / re-appointment of the Directors accordingly at the ensuing AGM.

BOARD EVALUATION

Pursuant to the provisions of the Act and SEBI LODR Regulations, the Board is required to carry out an annual performance evaluation of its own performance, the performance of the directors individually as well as the evaluation of the working of its Committees.

The performance evaluation of the members of the Board, the Board level Committees and Board as a whole was carried out in May 2022 as per the Board Evaluation Policy of the Company. The manner in which evaluation has been carried out and criteria of evaluation has been explained in the Corporate Governance Report.

REMUNERATION POLICY

Remuneration Policy formed by the Board on the recommendation of the Nomination and Remuneration Committee is in place for selection and appointment of Directors, Key Managerial Personnel and their remuneration as well as policy on other employees’ remuneration. The Remuneration Policy is stated in the Corporate Governance Report. The relevant Policy(ies) are being updated regularly and have been uploaded on the website of the Company and can be accessed through the link https:// www.religare.com/Policies.aspx

BOARD/COMMITTEE COMPOSITION AND MEETINGS

A calendar of meetings is prepared and circulated in advance to the Directors. The details of composition of Board and Committees and their meetings held during the year are given in the Corporate Governance Report which forms integral part of this Report. The intervening gap between the Meetings was within the period prescribed underthe Act and the SEBI LODR Regulations.

In compliance with Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 as amended, the Company has established a Corporate Social Responsibility (“CSR”) Committee. The CSR Committee has formulated and recommended to the Board, a CSR Policy which provides the overview of projects or programs and the guiding principles for selection, implementation and monitoring of the CSR activities, which has been approved by the Board. The strategic intent was to adopt a unified cause across the Religare Group and hence the CSR policy and program to be supported has been cascaded across all Group entities.

The Company has also incorporated a subsidiary company namely Religare Care Foundation (“RCF”) under Section 8 of the Act. RCF will carry out activities and building infrastructure in the areas of Education, Sports, Healthcare vocational skills development, art & culture and rehabilitate artistian and artists, Environment Protection for the betterment of larger group of under privileged and marginalized sections of society.

The objective to establish RCF is to look after the CSR expenditure of the various companies of Religare group leading to a more strategic and efficient approach in CSR spending for a larger unified purpose at group level through which a better brand building can be achieved. Such in-house CSR company would also lead to a more administrative control and economy of operations to the said entity.

The Company was not required to spend money under CSR for financial year ended 2021-22 as prescribed under Section 135 of the Act since the Company incurred an average net loss of Rs. 8,401 Lakhs for last three financial years.

Annual Report on CSR in the format prescribed in Companies (Corporate Social Responsibility Policy) Rules, 2014 as amended is attached as “Annexure A”.

AWARDS & RATINGS

Following awards and recognitions were received by the subsidiaries of the Company during the period under review -Awards

• Care Health Insurance Limited (formerly Religare Health Insurance Company Limited):

i. India’s Best Health Insurance Product at Insurance Alertss Awards 2021

ii. India’s Best Health Insurance Agents at Insurance Alertss Awards 2021

• Religare Commodities Limited:

iii. Krishi Pragati Awards 2022 Ratings

The Company had no ratings during the year under review as there were no outstanding facility(ies) which requires the Company to have any rating.

LISTING ON STOCK EXCHANGES

The Equity Shares ofthe Company are listed on National Stock Exchange of India Limited and BSE Limited. The annual listing fees for the year 2021-22 have been paid to both the Stock Exchanges.

STATUTORY DISCLOSURES

None of the Directors of your Company is disqualified as per provision of section 164(2) of the Act. The Directors of the Company have made necessary disclosures, as required under various provisions of the Act and the SEBI LODR Regulations.

CONSOLIDATED FINANCIAL STATEMENTS

As required under the Regulation 34 of SEBI LODR Regulations and Section 129(3) of the Act, consolidated financial statements ofthe Company and its subsidiaries are attached to the Annual Report. The consolidated financial statements have been prepared in accordance with Indian Accounting Standard Ind AS-103, “Business Combination” and Ind AS-110 “Consolidated Financial Statements” issued by The Institute of Chartered Accountants of India and notified by the MCA. The audited consolidated financial statements together with Auditor’s Report form part of the Annual Report.

Though, the Company holds 100% equity share capital in Religare Capital Markets Limited (“RCML”), however in the present scenario controlling through voting rights of RCML is not there with the Company. Beside this, the tripartite agreement entered into, in financial year 2011-12, between REL, RCML and RHC Holding Private Limited (“RHCHPL”), for providing financial support to RCML by RHCHPL (by subscribing Preference Shares of RCML), severe long term restrictions and significant restrictive covenants on major decision making at RCML were imposed by the holder of preference shares. Accordingly in view of the above, the financial statements of RCML and its subsidiaries have been excluded from the consolidated financial statements of the Company w.e.f. October 01, 2011, in accordance with applicable accounting standards. The Company has already provided fully for the entire investment made by it into RCML in previous years.

The Consolidated Financial Statements presented by your Company, including financial information of all its subsidiaries, excluding RCML and RCML’s subsidiaries, have been duly audited by the Statutory Auditors and the same is published in your Company’s Annual Report.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

Even though operations of the Company are not energy intensive, the management has been highly conscious of the importance of conservation of energy and technology absorption at all operational levels and efforts are made in this direction on a continuous basis. In view of the nature of activities which are being carried on by the Company, the particulars as prescribed under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 regarding conservation of energy and technology absorption are not applicable to the Company and hence have not been provided.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has incurred expenditure of Rs. 1.77 Lakhs (previous year: Rs. 2.39 Lakhs) in foreign exchange and earned Nil (previous year: Nil) in foreign exchange during the year under review on a standalone basis.

MAINTAINANCE OF COST RECORDS

The Company is in the financial services industry. In view of the nature of activities which are being carried on by the Company, the maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Act is not applicable on the Company and hence such accounts and records are not maintained.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

No amount was required to be transferred by the Company to the Investor Education and Protection Fund (IEPF) during the financial year under reporting.

The Company has appointed a Nodal Officer for the IEPF authority, the details of which are available on the website of the Company at https://www.religare.com/investor-contacts.aspx

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of their knowledge and ability, confirm that:

(a) in the preparation of the annual financial statements for the year ended March 31, 2022, the applicable accounting standards have been followed alongwith proper explanation relating to material departures;

(b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the Loss of the Company for that period;

(c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) they have prepared the annual accounts on a going concern basis;

(e) they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively; and

(f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

The Company is committed to uphold high standards of Corporate Governance and adhere to the requirements set out by the Securities and Exchange Board oflndia.

A detailed report on Corporate Governance alongwith the Certificate of M/s Sanjay Grover & Associates, Company Secretaries regarding compliance with conditions of Corporate Governance as stipulated in Part C of Schedule V of the SEBI LODR Regulations and a certificate from a Practicing Company Secretary that none of the directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as directors of companies by Board / Ministry of Corporate Affairs or any such statutory authority forms integral part of this Report.

AUDITORS

M/s S. P. Chopra & Co., Chartered Accountants (Firm Registration No. 000346N) were appointed as Statutory Auditors of the Company on August 12, 2021, to fill the casual vacancy caused by resignation of M/s S.S. Kothari Mehta & Co., Chartered Accountants, (Firm Registration No. 000756N) (“SSKM”), the erstwhile Statutory Auditors and also to hold office for a period of three years, from the conclusion of 37^th AGM until the conclusion of the 40^th AGM of the Company to be held in the year 2024 as per the provisions of the Companies Act, 2013 (Act) and ‘Guidelines for Appointment of Statutory Central Auditors (SCAs)/ Statutory Auditors (SAs) of Commercial Banks (excluding RRBs), UCBs and NBFCs (including HFCs)’ issued by RBI vide Circulardated April 27, 2021 (RBI SA Guidelines).

The Company has received certificate to the effect that M/s S. P. Chopra & Co. satisfy the criteria provided under Section 141 of the Act and RBI SA Guidelines.

AUDITORS’ REPORT

The Report given by the Auditor on the financial statements of the Company forms part of the Annual Report. There is no qualification in the Auditors Report on the standalone and consolidated financial statements for the financial year ended March 31,2022 and hence, no explanation is required thereon.

SECRETARIAL AUDITORS’ REPORT

As per provisions of Section 204 of the Act, the Board of Directors of the Company has appointed M/s P I & Associates as the Secretarial Auditor of the Company to conduct the Secretarial Audit. The Secretarial Audit Report for the financial year ended March 31, 2022, is annexed to this Report. Report of the Secretarial Auditor is without any qualification and hence, no explanation is required thereon.

Further, the secretarial audit reports of material subsidiaries of the Company in FY 2021-22 are annexed to this Annual Report. PARTICULARS OF INVESTMENTS, LOANS AND GUARANTEES

The Company, being an NBFC, is exempted from the provisions of Section 186 [except sub-section (1)] of the Act. Accordingly, details of particulars of loans, guarantees or investments as required to be provided as per Section 134(3)(g) of the Act are not provided.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arm’s length basis and were in the ordinary course of business. There are no materially significant related party transactions entered by the Company with related parties which may have a potential conflict with the interest of the Company.

All Related Party Transactions are placed before the Audit Committee for approval as per the Related Party Transactions Policy of the Company as approved by the Board. The policy is also uploaded on the website of the Company and can be accessed through the link https://www.religare.com/Policies.aspx

Since all related party transactions that were entered into during the financial year were on an arm’s length basis and were in the ordinary course of business and there was no material related party transaction entered by the Company during the year as per Related Party Transactions Policy, no details are required to be provided in Form AOC-2 prescribed under clause (h) of sub-section (3) ofsection 134 ofthe Act and Rule 8(2) ofthe Companies (Accounts) Rules, 2014.

The details of the transactions with related parties are provided in the notes to accompanying standalone financial statements.

RISK MANAGEMENT

The Board of Directors of the Company has constituted a Group Risk Management Committee, responsible to frame, implement, monitor and periodically review the effectiveness of the risk management plan and make appropriate changes as and when necessary. Group Risk Management Committee’s role is aligned to requirements of the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, RBI Master Directions, RBI CIC Directions and other applicable regulatory requirements. The Company has laid down procedures to inform the Board about the risk assessment and minimization procedures.

The Company is a Core Investment Company and therefore as an investment holding company the management functions includes oversight of risk function prevalent to the company and its key operating subsidiaries. The Company has a comprehensive Risk Management framework and overarching Risk Management Policy, which is adopted by each of the key operating subsidiaries while formulating their Risk Management Policy. Risk Management Policy of the Company identifies the key risk, which may threaten the existence of the Company. Risk Management Policy is aimed at identification, assessment, mitigation, monitoring and reporting of identifiable risks and recording of each identified risk alongwith their mitigation plan. Respective functional head and / or risk management department of key operating subsidiaries are responsible for implementation of the Risk Management system and maintenance of record of risk and mitigation plan in Risk & Control Matrix (RCM) for their respective functional areas, which is updated and tested periodically. Therefore, the risk framework defines the risk management approach across the enterprise at various levels including documentation and reporting. The framework has different risk parameters, which help in identification of risks and their classification as High, Medium and Low categories on the basis of likelihood, impact and velocity.

The testing and evaluation of control environment around Risk Management is integrated and aligned with the quarterly internal audit conducted by the Internal Auditors. The Group Risk Management Committee of the Company and its key operating subsidiaries reviews the risk management policy on an annual basis. Further, adequacy of design and operating effectiveness of key processes and controls, as documented in the risk and control matrices, is tested by internal auditors and a consolidated dashboard of Risk and Control review results across the Company and it key operating subsidiaries is presented to the Group Risk Management Committee and Audit Committee of the Company on a periodic basis.

Financial reporting and fraud risks are duly considered in the risk management framework. Risks are mapped with controls and Risk management framework is revisited and revised on the basis of prevailing practice and relevance.

Therefore, the Company has implemented a formal risk management policy and framework to ensure that a comprehensive risk management process is in place at all times, including appropriate board and senior management oversight and the process take into account appropriate steps to comply with applicable regulatory rules, regulations, principles and guidelines and to ensure the adequacy of relevant risk reporting to the supervisory and Board.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has a vigil mechanism named Whistle Blower Policy to deal with instance of unethical practices, fraud and mismanagement, actual or suspected fraud or violation of the Company’s code of conduct or ethics policy and any leak/suspected leak of Unpublished Price Sensitive Information or gross misconduct by the employees of the Company, if any, that can lead to financial loss or reputational risk to the organization. The detail of the Whistle Blower Policy has been posted on the website of the Company & can be accessed through the link https://www.religare.com/Policies.aspx

During the year under review, no complaint pertaining to the Company was received under the Whistle Blower mechanism. INTERNAL FINANCIAL CONTROLS AND INTERNAL CONTROL SYSTEM

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The Internal Controls of the company encompasses the policies, standard operating procedure manuals, approval/authorization matrix, circulars/ guidelines, and risk & control matrices adopted by the company for ensuring the orderly and efficient conduct of its business & support functions, adherence to these policies & procedures, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information during the process of financial reporting. The internal control system is supported by an internal audit process for reviewing the adequacy and efficacy of the Company’s internal controls, including its systems, processes and compliance with applicable regulations and procedures.

Company is a registered NBFC (CIC) and is exposed to various risks as stated in the risk management policy of the company and its key operating subsidiaries. The Company and its subsidiaries have adequate control environment for identification

and assessment of applicable risks on a periodical basis through an effective Risk Management Framework, which has been developed encompassing the periodic risk assessment. Mitigation plans and controls are documented for each identified risk in the form of policies & procedures and risk & control matrices (RCM). Risks/controls documented in the risk & control matrices are mapped to each of the key financial statement line items and financial assertions to ensure availability of mitigation plans and internal financial controls for each of the material balances contained in the financial statements. The Company has prepared separate RCMs for Process Level Controls (PLC) and Entity Level Controls (ELC). Similarly, IT General Controls (ITGC) have also been identified, assessed and documented.

The Company has a robust mechanism to ensure an ongoing review of systems, policies, processes and procedures to contain and mitigate risk that arise from time to time. The Company has satisfactory system of periodical monitoring, testing and reporting of internal financial controls. Key policies and procedures including the Risk & Control Matrices are updated on a periodical basis. Management ensures that controls as designed are operating effectively and that lapses are identified and remedied in a timely manner. The monitoring activities are carried out through Control Self-Assessment (CSA) mechanism integrated with the internal audit function, conducted by Internal Auditor, whereby key risks and controls are reviewed on a quarterly basis and dashboard containing results of evaluation of Test of Design (TOD) and Test of Operating Effectiveness (TOE) are presented to the Audit Committee and Risk Management Committee of the Company and its key operating subsidiaries on a quarterly basis.

The Company and its key operating subsidiaries have an elaborate quarterly internal audit system. The scope and authority of the Internal Audit function is defined in the comprehensive agreement with the internal auditor. The scope of audit is reviewed and approved by the Audit Committee of the Company and its respective subsidiaries. The Company also conducts Information System (IS) and Cyber Security Audit on an annual basis and report of the same is presented to the Audit Committee of the Board.

The Internal Auditor evaluates the efficacy and adequacy of the internal control system and internal financial controls (IFC) in the Company, its compliance with operating systems, accounting procedures, policies and regulatory requirements at key locations of the Company and its subsidiaries. Based on the integrated report of internal audit function and IFC, process owners undertake corrective action in their respective areas and thereby strengthen the internal controls. Significant internal audit observations and corrective actions thereon, alongwith IFC dashboard, are presented to the Audit Committee on quarterly basis. The Internal Auditors also assesses opportunities for improvement in business processes, systems and controls, provides recommendations, designed to add value to the organization and follow up the implementation of corrective actions after review by the Audit Committee. The Audit Committee reviews and evaluates adequacy and effectiveness of the Company’s internal control environment and monitors the implementation of audit recommendations across the relevant functional areas to continuously strengthen the internal control framework.

Therefore, the Board has laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively during the financial year.

DETAILS OF FRAUD REPORTABLE BY AUDITOR

During the year under review, neither the statutory auditors nor the secretarial auditors of the Company has disclosed any instance of fraud committed against the Company by its officers or employees required to be disclosed in terms of Section 143(12) ofthe Act.

HUMAN RESOURCES

The Company has successfully strengthened the overall position of the group and has created a blueprint to move ahead. The Company and its subsidiaries have restored the confidence amongst its various stakeholders. With the sincere efforts of dedicated, committed and loyal employees, the Company has stood strong even during difficult circumstances in the recent past and has made a strong presence felt across industry.

As we have paved our way to achieve greater heights, the Company continued to invest in creating a pool of talent for the growing business needs by way of retaining our competent resources and by attracting highly experienced talent. Employees are our most important and critical asset and we are committed towards their overall development. We inspire our employees with meaningful work and passionate teams and enable them to find purpose and make an indelible impact. We focus on promoting a collaborative, transparent and participative organization culture, and have developed strong performance management practices wherein innovation and meritocracy is recognized and rewarded. The Company has been running a successful engagement calendar including various wellness initiatives to help employees in their physical and mental well-being. The Company is committed towards building an encouraging work environment with a healthy work life balance.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT THE WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place Prevention of Sexual Harassment at Workplace Policy in line with the requirements of The Sexual Harassment of Women at the Work Place (Prevention, Prohibition and Redressal) Act, 2013 and rules made thereunder. An Internal Complaints Committee (ICC) is in place as per the requirements of the said Act to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. No case has been reported during the year under review.

PARTICULARS OF EMPLOYEES

The details required under Section 197(12) of the Act read with Rule 5(1) & 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are annexed as “Annexure B” to this report.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Board of Directors affirm that, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (SS1 and SS2) respectively relating to Meetings of the Board, its Committees and the General Meetings.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant or material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its operations in future except to the extent mentioned in this Report.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION

There are no material changes and commitments adversely affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate (i.e. March 31, 2022) and as of date ofthe report i.e. August 10, 2022.

DETAIL OF APPLICATIONS/ PROCEEDINGS UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

No application was made against the Company under the Insolvency and Bankruptcy Code, 2016 (Code) during the financial yearended March 31,2022 and hence no such proceeding is pending underthe Code. .

DIFFERENCE IN VALUATION

The Company has neither borrowed any funds from any banks / financial institutions not made any one time settlement with the banks / financial institutions during the year under review.

ACKNOWLEDGEMENTS

Your Directors would like to express their sincere appreciation for the co-operation and assistance received from the Company’s Bankers, Regulatory Bodies, Stakeholders including Financial Institutions and other business associates who have extended their valuable sustained support and encouragement during the year under review.

Your Directors also wish to place on record their deep sense of gratitude and appreciation for the commitment displayed by all executives, officers and staff at all levels of the Company during the year under review. Your Directors would also like to thank all shareholders for their continued faith in the Company and look forward to your continued support in the future.

By order of the Board of Directors For Religare Enterprises Limited

Sd/-

Dr. Rashmi Saluja Executive Chairperson DIN: 01715298

Address: Max House, 8th floor, Block A,

Place: New Delhi Dr. Jha Marg, Okhla Phase III,

Date: August 10, 2022 Okhla Industrial Estate, New Delhi - 110020

1

RBI Disclaimer: (a) Reserve Bank of India does not accept any responsibility or guarantee about the present position as to the

financial soundness ofthe company orfor the correctness ofany ofthe statements or representations made or opinions expressed by the company andfor discharge ofliability by the company; (b) Neither is there any provision in law to keep, nor does the company keep any

part ofthe deposits with the Reserve Bank and by issuing the Certificate of Registration to the company, the Reserve Bank neither accepts any responsibility norguaranteefor the payment ofthe publicfunds to any person/ body corporate.

---

Mar 31, 2021

Your Directors have pleasure in presenting this 37^th Annual Report on the business and operations of the Company together with Audited Financial Statements for the financial year ended March 31,2021.

STATE OF AFFAIRS OF THE COMPANY

As indicated and committed in the last year''s report, your Company is on the path of recovery and revival to bring back the Group to its past glory having laid a strong foundation for the era of growth and profitability as visible in attracting investments from investors in the Company and subsidiaries, appreciating valuation of businesses under subsidiaries and confidence and support of the regulators, shareholders and employees.

There have been significant milestones achieved in the Financial Year 2020-21 and thereafter till date of finalization of this report which have positioned the Company as well as the Group into a new respectful identity which was tarnished due to the past financial irregularities committed against the Company and Religare Finvest Limited (“RFL”), a material subsidiary of the Company, by the erstwhile promoters and ex-management. The new Board and Management is leaving no stone unturned to reinvent the Religare Group by strategically reviving and growing different businesses of your Company.

The key achievements and developments during the last one year have been the receipt of approval of Re-classification of Promoters and Promoters group into the Public shareholders category from the stock exchanges, raising of funds to the tune of Rs. 570 cr. from the primary capital issuance through preferential allotment in the Company, raising of funds to the tune of Rs. 567 cr. in the health insurance subsidiary company Care Health Insurance Limited which include Rs. 200 cr. coming into the Company from the secondary sale of part of its stake to the new investors, lenders consent to consider the Debt Restructuring of RFL with REL continuing as the shareholder of RFL the details of which are elsewhere explained in the Report, settlement of some past disputes and legacy issues which were impending the growth and revival strategy, simplification of the group structure by filing a merger scheme and removal of past audit qualifications etc.. The Company and RFL are also actively pursuing all regulatory and legal actions, both civil and criminal, to ensure recovery of funds siphoned from Religare group.

With the fresh capital raise, the Company intends to repay its outstanding dues to RFL, meet working capital needs of its other operating subsidiaries and to utlise the funds for other general corporate purposes so that the revival, value protection and enhancement at subsidiaries can be achieved which will ultimately strengthen the Company.

With all these significant steps in place and continued support from investors and other stakeholders, we expect the Company and the Group to emerge as shinier and stronger.

COVID-19 IMPACT

The COVID-19 pandemic has been significantly impacting the economic activities and business operations of the companies across the Country on account of lockdown conditions that started and prevailed for most of the financial year. The Company, being a Core Investment Company (CIC), has invested its funds primarily in money market instruments and inter corporate loan to its subsidiaries. Hence, temporary market shocks (such as those due to pandemics/epidemics like COVID-19) are not considered to have a material impact on the business of the Company perse.

The COVID-19 pandemic has however impacted the Group’s business operations in respect of its health insurance subsidiary (Care Health Insurance Limited (CHIL)) and subsidiaries engaged in the business of lending (i.e. RFL, together with its subsidiary, Religare Housing Development Finance Corporation Limited (RHDFCL)).

Considering the fact that COVID-19 can substantially impact the claim level in future, and the ‘Reserve for unexpired risk’ held in normal course may not be adequate to meet the increased level of claims, CHIL has created provision as at March 31,2021 of Rs 13,587.83 Lakh (March 31,2020: Rs 2,445.62 Lakh) towards premium deficiency, based on the review conducted and as advised by its Appointed Actuary, which is also in terms of its accounting policy on Premium Deficiency Reserve.

Apart from other adverse effects, the pandemic has put constraints on recovery of overdues from customers of RFL and RHDFCL. During the year, both RFL and RHDFCL have ensured compliance with various measures announced by various authorities from time to time such as extension of moratorium granted to borrowers, benefit of asset classification, Resolution Framework for COVID-19-related stress, grant of ex-gratia payment of difference between compound interest and simple interest, etc. RFL is required to refund / adjust an estimated sum of Rs. 876.05 Lakh (out of which RFL’s share is Rs. 838.50 Lakh) to the eligible borrowers for refund of interest on interest/compound interest/

penal interest, which will be refunded / adjusted in instalments due from respective borrowers in FY2021-22. Similarly, RHDFCL has computed an amount of Rs 66.93 Lakh to be refunded / adjusted in accounts of the borrowers.

The Group believes that the factors considered are reasonable under the current circumstances. The Group has used early indicators of moratorium and delayed payment metrics observed alongwith an estimation of potential stress on probability of default and exposure at default due to COVID-19 situation in developing the estimates and assumptions to assess the expected credit losses on loans. Given the dynamic nature of the pandemic situation, these estimates are subject to uncertainty and may be affected by the severity and duration of the pandemic. In the event of the impacts being more severe or prolonged than anticipated, this will have a corresponding impact on the carrying value of financial assets, the financial position and performance of the Group.

FINANCIAL RESULTS AND BUSINESS OPERATIONS

The highlights of standalone and consolidated financial performance of the Company for the financial years 2020-21 and 2019-20 are as under:

(Rupees in Lakhs)
Particulars	For the financial year		For the
	2020-2021		financial year 2019-2020
	Standalone	Consolidated	Standalone	Consolidated
	(Audited)	(Audited)	(Audited)	(Audited)
Total Income	11,878.19	253,046.94	6,058.94	239,747.85
Total Expenditure	5,443.26	302,784.64	20,075.27	325,746.28
Profit before Tax	6,434.93	(49,737.70)	(14,016.33)	(85,998.43)
Exceptional Items	-	-	(17,000.00)	(17,000.00)
Profit / (Loss) before Tax after exceptional items	6,434.93	(49,737.70)	(31,016.33)	(102,998.43)
Share in Profit / (Loss) of Joint Ventures	-	(8.41)	-	(13.14)
Profit / (Loss) Before Tax	6,434.93	(49,746.11)	(31,016.33)	(103,011.57)
Income tax Expense/ (Credit)	35.23	(1,964.36)	-	785.99
Profit / (loss) After Tax	6,399.70	(47,781.75)	(31,016.33)	(103,797.56)
Other Comprehensive Income	41.69	2,868.86	(51.50)	1383.75
Total Comprehensive Income for the period	6,441.39	(44,912.89)	(31,067.83)	(102,413.81)
Less: Share of Non- Controlling Interest	-	3,776.17	-	(10,357.44)
Total Comprehensive Income/ (Loss) (after tax and non-controlling interest)	6,441.39	(48,689.06)	(31,067.83)	(92,056.37)

(i) Consolidated Performance

We recorded a ''Loss After Exceptional Items and Before Tax'' of Rs 49,737.70 Lakhs, for Financial Year 2020-21 as compared to ''Loss After Exceptional Items and Before Tax'' of Rs. 102,998.43 Lakhs, for Financial Year 2019-20. ''Loss After Tax and Share in profit/loss of Joint Venture'' was Rs 47,781.75 Lakhs for Financial Year 2020-21 as compared to ''Loss After Tax and Share in profit/loss of Joint Venture'' of Rs. 103,797.56 Lakhs for Financial Year 2019-20. Total Comprehensive Income / (Loss) attributable to the Owner of the Company for the Financial Year 2020-21 is Rs (48,689.06) Lakhs as compared to Rs. (92,056.37) Lakhs in Financial Year 2019-20. Basic earnings per share increased to Rs. (19.65) in Financial Year 202021 from Rs. (39.55) in Financial Year 2019-20.

(ii) Standalone Performance

We recorded a ''Profit After Exceptional Items and Before Tax'' of Rs. 6,434.93 Lakhs, for Financial Year 2020-21 as compared to ''Loss After Exceptional Items and Before Tax'' of Rs. 31,016.33 Lakhs, for Financial Year 2019-20. ''Profit After Tax'' was Rs. 6,399.70 Lakhs for Financial Year 2020-21 as compared to ''Loss After Tax'' of Rs. 31,016.33 Lakhs for Financial Year 2019-20. Total Comprehensive Income / (Loss) for the Financial Year 2020-21 is Rs. 6,441.39 Lakhs as compared to Rs. (31,067.83) Lakhs in Financial Year 2019-20. Basic earnings per share increased to Rs. 2.47 in Financial Year 2020-21 from Rs. (13.16) in Financial Year 2019-20.

(iii) Operating Performance of Businesses

In the Lending business, our subsidiary Religare Finvest Limited (“RFL”), which is focused primarily on lending to the SME segment, had total book size of Rs. 487,274 Lakhs out of which SME book constituted 48% and amounted to Rs. 234,310 Lakhs as at March 31, 2021 in accordance with Ind-AS. RFL has been under the Corrective Action Plan (“CAP”) of RBI vide its letter dated January 18, 2018 and has been prohibited from expansion of credit/investment portfolio other than investment in government securities and not to pay dividend. Therefore, RFL has focused its efforts on collections, recovery and correcting the asset liability mismatch in its books. During the year RFL paid a sum of Rs. 51,292 Lakhs to its lenders. RFL has approached its lenders with a revised Debt Resolution Plan with REL continuing as RFL''s promoter/ sponsor, to correct the asset liability mismatch in its business. RFL has already made provisions on its entire Corporate Loan Book of Rs. 203,670 Lakhs in previous years. RFL retains its presence across 19 branches across SME clusters in India alongwith its experienced SME focused management team. RFL is also actively pursuing legal and regulatory matters towards resolving all issues. RFL is taking necessary corrective actions and making all efforts to come out of the RBI CAP and resume normal business operations at the earliest.

RFL''s subsidiary, Religare Housing Development Finance Corporation Limited (“RHDFCL”) focuses on providing loans to the affordable housing segment and its total book size stands at Rs. 45,657 Lakhs as on March 31, 2021 in accordance with Ind-AS. The total income and PAT after OCI for the financial year were respectively Rs. 8,251 Lakhs and Rs. 912 Lakhs. The average ticket size for the home loans has been around Rs. 12 Lakhs. RHDFCL has a pan India presence with a network of 26 branches. RHDFCL has remained profitable in each year of its operations since it became a part of the Religare group.

Our Health Insurance business, Care Health Insurance Limited (Formerly known as Religare Health Insurance Company Limited) (“CHIL”) registered Gross Written Premium of Rs. 258,802 Lakhs during the Financial Year 2020-21, a growth of 7% over the previous financial year and reported PBT of Rs. 7,549 Lakhs. As at March 31, 2021, CHIL has established a Pan-India distribution network of 155 branches. It services over 1100 locations across the Country and has a hospital network of 15,000 hospitals and healthcare centres. It offers 25 products to cater to varied customer needs. CHIL follows a multi-product and multi-channel distribution strategy. Its products span across retail health, group health, travel insurance, etc. and it has a good channel mix consisting of agency, brokers, corporate agents, online and bancassurance.

The Retail Broking business, which comprises of Religare Broking Limited (“RBL”) and Religare Commodities Limited (“RCL”), reported revenue of Rs. 24,087 Lakhs and Rs 532 Lakhs respectively during FY21. The PAT for RBL and RCL was Rs. 685 Lakhs and Rs. 367 Lakhs respectively for the financial year ended March 31, 2021. RBL services more than one million unique customers and has presence in 400 towns and cities across India. RBL provides multi-platform options such as Branch, Web, App, Call n Trade to enhance customer convenience and ease. RBL also has Bancinvest partnerships with various banks like IndusInd Bank Limited, Andhra Bank, Bank of Maharashtra, Corporation Bank, Karur Vysya Bank Limited, South Indian Bank Limited, UCO Bank and Union Bank of India etc.

CHANGE IN NATURE OF BUSINESS

During the year under review, there was no change in the nature of business of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management''s Discussion and Analysis Report for the year under review detailing economic scenario and outlook, as stipulated under Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR Regulations”) is presented in a separate section and forms an integral part of this Report.

DIVIDEND AND RESERVES

Keeping in view of the past losses and future requirements, no dividend has been declared by the Company for the financial year ended March 31, 2021.

Under section 45-IC(1) of Reserve Bank of India Act, 1934, non-banking financial companies (NBFCs) are required to transfer a sum not less than 20% of its net profits to reserve fund. Accordingly, the Company has transferred a sum of Rs. 1,279.94 Lakhs to its reserve fund.

The Company had formulated and approved a Dividend Distribution Policy (“the Policy”) pursuant to the requirement under the SEBI (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2016 in its meeting held on October 26, 2016. Details of the same have been uploaded on the website of the Company and can be accessed through the link i.e. https://www.religare.com/pdf/Rel Dividend PolicyNov2016.pdf

However, the members may please note that the Reserve Bank of India (“RBI”) vide its letter dated April 5, 2019 has advised the Company to stop paying dividends till further orders from RBI and has continued that restriction vide its letter dated December 19, 2019.

SUBSIDIARIES & JOINT VENTURES

As at March 31, 2021, your Company has 25 direct and indirect subsidiaries. During the year under review, the businesses of the Company and its subsidiaries and changes, if any, have been explained elsewhere in this report and Management’s Discussion and Analysis Report. In terms of Section 129(3) of the Companies Act, 2013 (“Act”), your Company has prepared a statement containing the salient features of the Financial Statements of our subsidiaries & joint ventures in the prescribed format AOC-1 which is attached to the Consolidated Financial Statements of the Company. The said statement contains a report on the performance and financial position of each of the subsidiaries and hence is not repeated here for the sake of brevity. Further, the details of major subsidiaries of the Company and their business operations during the year under review are covered in the Management’s Discussion and Analysis Report.

As at March 31, 2021, your Company has 1 joint venture i.e. IBOF Investment Management Private Limited in which the Company holds 50% share capital.

Religare Finvest Limited (“RFL")

1. Capital Adequacy Ratio

The Capital to Risk Weighted Assets ratio (“CRAR”) of RFL as on March 31, 2021 is below the prescribed limit. Reserve Bank of India (“RBI”) vide its letter dated January 18, 2018 has advised RFL to adhere to corrective action plan (“CAP”) given by it. The said CAP, interalia, prohibits RFL from expansion of credit/investment portfolios other than investment in Government Securities and advices RFL not to pay dividend. In this regard, RFL is taking the necessary corrective measures as advised by RBI to seek removal of CAP in the due course.

RFL has also made defaults in repayment of its obligation towards its lenders and an amount of Rs. 3,296.02 crore (Rs. 1,771.21 crore as on March 31, 2020) are overdue as on March 31, 2021. Further, RFL has not redeemed the Unsecured Rated Listed Redeemable Non-Convertible Subordinated Debentures aggregating to Rs. 10,620 lakhs comprising of principal of Rs. 10,000 lakhs and interest of Rs. 620 lakhs on the date of maturity i.e. April 30, 2021.

2. Corporate Loan Book

RFL has an exposure of Rs. 203,670 Lakhs as per financials as at March 31, 2021 towards the Corporate Loan Book. RBI has raised concerns in the past about the credit worthiness of the borrowers, credit appraisal and loan sanctioning mechanism followed by RFL in respect of this book. Based on the maturity dates of the loans, recovery steps instituted and the financial reports of the borrowers, RFL had, on a prudent basis, made full provision of Rs. 203,670 Lakhs during the previous years against this portfolio. Insolvency proceedings have been initiated before the Hon’ble NCLT Delhi against the Borrowers forming part of the Corporate Loan Book. RFL has filed petitions in Hon’ble NCLT for recovery of corporate loans. However, the Hon’ble Supreme Court has stayed these proceedings in a hearing of the matter titled Daiichi Sankyo Company Limited vs. Oscar Investments Limited. REL, RFL and RCTL have filed application for intervention which has been allowed by the Supreme Court. The application for vacation of stay is heard by the Hon’ble Court and the judgement is reserved on the same.

RFL had filed a criminal complaint on December 19, 2018 before the Economic Offence Wing (EOW), for various criminal actions committed by the erstwhile promoters and other associated persons/entities. The EOW filed its charge sheet on January 5, 2020 against various accused persons and entities. The Enforcement Directorate has suo-moto lodged an enforcement case under the Prevention of Money Laundering Act. The ED has filed its charge sheet on January 10, 2020 and cognizance has also been taken by the Court. The Company and RFL have also filed a complaint with CBI against various accused under various sections of Indian Penal Code, 1860. RFL is actively pursuing the recovery steps in the matter and is hopeful of recoveries.

3. Debt Resolution Plan

During the year ended March 31, 2021, RFL has submitted revised Debt Restructuring Plan (DRP) to the lenders and proposed revised DRP, with Religare Enterprises Limited (REL / Company) continuing as the promoter of RFL. The Lead Banker of RFL in aforesaid DRP i.e. State Bank of India (SBI) has vide letter dated 03.06.2021 conveyed that the aforesaid proposal is under consideration on merit (with REL as a shareholder) and the same will be considered if it is in compliance of RBI circular dated June 07, 2019 (DBR No. BPBC. 45 /21.04.048 /2018-2019) subject to necessary internal approvals

by all Consortium Lenders. It was also conveyed that this does not amount to a commitment on its part to re-structure the facility sanctioned to RFL. Thereafter, the Company has raised requisite funds via preferential allotment of equity shares in order to repay the loans due to RFL from the Company and its subsidiary to meet the pre-condition of the proposed DRP. However, considering that the revised DRP approval/implementation will take some time; lenders decided to appropriate Rs. 400 Crores on 31 March 2021 out of the funds lying in the current account of RFL maintained with SBI. The funds were distributed in accordance with the proposed DRP. The financial statements of RFL have been prepared on Going Concern basis.

4. Matters related to Strategic Credit Capital Private Limited (“SCCPL”) and its Associates

(i) As disclosed in previous annual reports, during the year ended March 31, 2018, RFL entered into a settlement agreement with SCCPL and its associate companies for withdrawing various litigations against each other in respect of assignment of loans by RFL to SCCPL. RFL is pursuing recovery of Rs. 79,367.20 Lakhs (fully provided for) from SCCPL. Despite the settlement, SCCPL and its associates have filed a suit before the Hon''ble District Court Saket seeking various reliefs and also seeking discharge of their obligations under the Settlement Agreement. RFL and REL have filed application for dismissal of suit. The matter is sub-judice.

(ii) SCCPL & Participation Finance & Holdings (India) Pvt. Ltd. (PFH) have filed a commercial civil suit before Hon''ble Delhi High Court against Lakshmi Vilas Bank (LVB), wherein they have arrayed the Company and other entities as party. SCCPL and PFH are seeking various reliefs in the petition against LVB and amongst other relief, a direction against the RFL''s fixed deposits placed with LVB. An interim order dated February 22, 2018 was passed to maintain status quo regarding the Religare trademark as described in the Schedule of the Deed of Assignment. The Company has also filed application for rejection of plaint under order-VII Rule-11 and application u/s 340 Cr.PC against SCCPL for filing fabricated indemnification cum release agreement. Further, Loancore Servicing Solutions Pvt. Ltd. (Loancore) has filed substitution on behalf of SCCPL by way of assignment deed. Thereafter, SCCPL also moved an application u/o 39 R-1/2 of CPC seeking injunction against the Company & RFL, restraining them from selling lending business. The said application was disposed-off on August 9, 2019 in terms of order dated February 22, 2018. Now the case is listed for disposal of interim applications. The matter is sub-judice.

(iii) RFL has also filed insolvency proceedings against SCCPL and Perpetual Capital and Servicing Pvt. Ltd. (PCSPL). The matters are sub-judice.

(iv) RFL has also filed various complaints with EOW, New Delhi against, SCCPL, Mr. Francis Daniel Lee, Mr. Mohnish Mukkar and their associates for various offences including but not limited to cheating, misappropriation, forgery, criminal intimidation, extortion, criminal breach of trust, and criminal conspiracy against SCCPL and its associate entities & individuals.

5. Fixed Deposits with Lakshmi Vilas Bank

In relation to adjustment of fixed deposits of Rs. 79,145 Lakhs (excluding Rs. 2,703.39 Lakhs interest accrued & due till the date of original maturity i.e. July 20, 2018) with and by the Lakshmi Vilas Bank (LVB) against the loans given to erstwhile promoter group companies in the previous years, RFL had filed a suit for recovery of fixed deposits amounting to Rs 79,145 Lakhs misappropriated by LVB on May 31,2018 before the Hon''ble Delhi High Court. The Hon''ble Delhi High Court passed interim Orders directing that status quo be maintained in respect of RFL''s current account maintained with LVB. Further, State Bank of India and SCCPL alongwith its associates have filed application for impleadment in the said suit.

Apart from civil suit for recovery, RFL had also filed a criminal complaint against LVB and others on May 15, 2019 with Economic Offences Wing, Delhi (EOW). The EOW has registered a FIR bearing no. 189 of 2019 dated September 23, 2019 against LVB & Ors. for committing offence of criminal breach of trust and criminal conspiracy. RFL has also placed on record, the FIR lodged by it against LVB & ors.

The EOW has filed its charge sheet on March 23, 2020, cognizance on which is yet to be taken by the Court. The matter is sub-judice. Also, the Enforcement Directorate has lodged an ECIR on the basis of the FIR lodged by EOW.

While the matter continued to be under litigation at Hon''ble High Court of Delhi for declaration and recovery, RFL has filed application to the Hon''ble Court for substitution of LVB with DBS Bank India Limited (DBS). Further, State Bank of India and SCCPL along with its associates have filed application for impleadment in the said suit. The matter is sub judice.

MAJOR EVENTS> Re-classification of Promoters and Promoters Group

With respect to the Company''s application with stock exchanges for re-classification of existing Promoters and Promoters Group submitted on July 31, 2020 post requisite approvals of the Board of Directors and Shareholders, the Company has received approval of both the stock exchanges viz. National Stock Exchange of India Limited and BSE Limited on June 11, 2021 and June 12, 2021 respectively for re-classification of following Promoters & Promoter Group into public category:

Promoters

1. Malvinder Mohan Singh

2. Shivinder Mohan Singh Promoters Group

3. Japna Malvinder Singh

4. Aditi Shivinder Singh

5. Abhishek Singh

6. RHC Finance Private Limited

7. RHC Holding Private Limited

8. PS Trust (held in the name of Malvinder Mohan Singh & Shivinder Mohan Singh)

In this regard, 30,000 shares held / acquired by Nimrita Parvinder Singh (whom the Company believed to be the Daughter of Malvinder Mohan Singh, one of the erstwhile Promoters) for the quarters ending December 31, 2020 and March 31, 2021 were included in the Shareholding Pattern under the category of Promoters Group only to comply with Company''s disclosure requirements in terms of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 (SEBI ICDR Regulations) since she was falling under definition of Promoter Group provided in the SEBI ICDR Regulations.

However, now consequent to the approval of Re-classification of Promoters (Malvinder Mohan Singh & Shivinder Mohan Singh) into Public Category, Nimrita Parvinder Singh is automatically out of Promoters Group as defined in SEBI ICDR Regulations and hence is not being classified under the Promoters / Promoters Group in the Shareholding Pattern of the Company w.e.f. June 12, 2021.

Pursuant to the Re-classification of Promoters / Promoters Group, the Company has now become a “Listed entity with no Promoters".

> Raising of funds through the Preferential Allotment

Post March 31, 2021, the Company has raised funds of Rs. 570 Cr. through preferential allotment of 5,41,56,761 equity shares in terms of SEBI (Issue of Capital and Disclosure Requirement) Regulations, 2018 on July 14, 2021 at issue price of Rs. 105.25 per share (including a premium of Rs. 95.25 per share) in terms of the approval of the Board of Directors and Shareholders of the Company obtained on June 08, 2021 and July 03, 2021 respectively.

The Company is utilizing the funds as per the objects mentioned in notice of extra-ordinary general meeting send to shareholders for approval.

> Composite Scheme of Arrangement

On December 18, 2019, the Board of Directors of the Company approved, subject to requisite approvals, the draft Scheme of Amalgamation (“Scheme”) that is designed to simplify the Group corporate structure. In terms of the Scheme, four (4) direct/indirect wholly owned subsidiaries of the Company namely, Religare Comtrade Limited, Religare Insurance Limited, Religare Advisors Limited and Religare Business Solutions Limited will merge with/into the Company subject to terms and conditions as provided in the Scheme. Further, the earlier Scheme approved by the Board on May 23, 2019 was withdrawn accordingly.

The Scheme is in continuation of the steps the Company has taken in the past to simplify the structure and has the following rationale:

• No active business has been carried on by the Transferor Companies. Further, as on date, all liabilities owed by the Transferor Companies are payable to the group entities which are ultimately consolidated into the Transferee Company. Considering the present economic environment, consolidation of the said entities is envisaged through this Scheme.

• The Scheme will also result in simplification of holding structure, thereby resulting in reduction in multiplicity of legal and regulatory compliances, reduction of costs and pooling of common resources.

• The Scheme will also facilitate the Transferee Company to meet obligations of the Transferor Companies.

The Scheme has been filed with the Hon''ble NCLT on October 31, 2020.

> Divestment of partial stake in Health Insurance Business

The Company has entered into the definitive agreements (Share Subscription and Share Purchase Agreement and Shareholders Agreement) on February 06, 2020 with M/s. Kedaara Capital Fund II LLP and M/s. Trishikhar Ventures LLP (jointly referred as ‘Kedaara'' ) for divestment of part of its stake in Religare Health Insurance Company Limited (name changed to Care Health Insurance Limited w.e.f. August 19, 2020) (“CHIL”).

Pursuant to same, the Company has divested part of its investment in CHIL, a subsidiary company on June 02, 2020 to Kedaara. The total investment made by Kedaara to acquire shares of CHIL is Rs. 56,730.54 Lakhs which comprises of primary capital infusion of Rs. 30,000 Lakhs in CHIL and Rs. 26,730.54 Lakhs for the purchase of its shares from existing shareholders of CHIL, including purchase of 6.39% stake from the Company against a consideration of Rs. 20,000 Lakhs. The Company currently holds 68.72% stake in CHIL.

> Settlement with Axis Bank Limited

In relation to order dated March 21, 2018 passed by Hon''ble Debt Recovery Tribunal -II, New Delhi (DRT - II) in the Original Application filed by Axis Bank Ltd. (“OA”) apart from other parties, the Company, Religare Capital Markets Ltd (“RCML”), and Religare Capital Markets International (Mauritius) Limited (“RCMIML”), were made parties for recovery of Rs. 31,293.93 Lakhs in relation to a loan facility obtained by RCMIML from Axis Bank which was, inter alia, secured by personal guarantees executed by Mr. Malvinder Mohan Singh and Mr. Shivinder Mohan Singh and certain other securities provided to Axis Bank. The Company has not provided any guarantee/security in relation to the facility obtained by RCMIML from Axis Bank. In the matter, in view of the full and final payment made by the Company to Axis Bank in terms of the Consent Agreement dated October 01, 2019 entered into amongst the Company, RCML, RCMIML and Axis Bank, the Hon''ble Tribunal vide its order dated July 13, 2020 has deleted REL, RCML and RCMIML from the array of parties and Interim orders passed on March 21, 2018 and August 26, 2019 against REL, RCML and RCMIML stand vacated. In accordance with the Consent Agreement, a payment of Rs. 17,000 Lakhs has been made by the Company to Axis Bank.

REGULATORY UPDATES

Reserve Bank of India (“RBI”)

RBI conducted an inspection of the Company under section 45N of the Reserve Bank of India Act, 1934 in the month of December 2020 for the financial position as on March 31,2020. The Supervisory Concerns were issued by the RBI in April 2021 pursuant to said inspection.

Further, vide Supervisory Concerns / Advisory Letter dated December 19, 2019 issued by the RBI for inspection for the financial position as on March 31,2019, RBI has advised the Company to continue to be debarred from declaring the dividends.

Securities and Exchange Board of India (“SEBI”)

i. In connection with the investigation of the Company/REL initiated by SEBI in February 2018, the Company and its subsidiary RFL have cooperated in the aforesaid investigation and have provided the requisite information / documents from time to time and made necessary submissions with SEBI.

SEBI vide its Order dated November 12, 2020 has issued directions to initiate adjudication proceedings under appropriate legal provisions against certain entities mentioned in the said Order.

Thereafter, the Company/REL received the Show Cause Notice dated November 17, 2020 from SEBI in the matter through which REL was called upon to show cause as to why appropriate directions, as deemed fit, under Sections 11B (1) and 11(4) read with Section 11(1) of SEBI Act 1992 and Section 12A(1) of SCRA Act, 1956 should not be issued against it. REL is further called upon to show cause as to why appropriate directions for imposing penalty under Sections 11(4A) and

11B (2) read with Section 15HA and 15HB of SEBI Act, 1992 and Section 12A (2) read with Section 23E of the SCRA Act, 1956 and SEBI (Procedure for Holding Inquiry and Imposing Penalties) Rules, 1995 and Securities Contract (Regulation) (Procedure for holding inquiry and imposing penalties) Rules, 2005 should not be issued against REL.

Charges alleged on REL relates to violation of provisions of Sections 12A (a) (b) & (c) of the SEBI Act, 1992 and Regulations 3(b), 3(c) & 3 (d), 4(1), 4(2)(f), and 4(2)(r) of the SEBI (PFUTP) Regulations, 2003 as well as clauses 32 and 36 of the Listing Agreement, Clause 49(I)(C)(1)(a) & 49(I)(C)(1)(d) of the Listing Agreement [post circular dated April 17,2014] read with Regulation 103 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (“SEBI (LODR) Regulations”) and Section 21 of the SCRA Act, 1956; Regulations 4(1)(a), 4(1)(b), 4(1)(c), 4(1)(d), 4(1)(g), 4(1)(h), 4(1)(i), 4(1)(j), 30(1), and 48 of SEBI (LODR) Regulations.

RFL also received a Show Cause Notice dated November 17, 2020 in which the charges alleged on RFL relates to violation of provisions of Section 12A(a) (b) & (c) of the SEBI Act and Regulations 3(b), 3(c) & 3 (d) and 4(1) of the SEBI (PFUTP) Regulations, 2003 read with Section 11(4), (4A) and 11B (1) & (2) of the SEBI Act, 1992 and the SEBI (Procedure for holding inquiry and imposing penalties) Rules, 1995. RFL was called upon to show cause as to why appropriate directions, as deemed fit, under Sections 11B (1) and 11(4) read with section 11(1) of SEBI Act should not be issued against it. RFL is further called upon to show cause as to why appropriate directions for imposing penalty under Sections 11(4A) and 11B(2) read with Section 15HA of SEBI Act SEBI (Procedure for Holding Inquiry and Imposing Penalties) Rules, 1995 should not be issued against RFL.

REL & RFL have jointly filed reply on February 11, 2021 and part arguments have also been heard by the Whole Time Director.

In accordance with the SEBI (Settlement Proceedings) Regulations, 2018 and guidelines and circulars issued by SEBI, RFL and REL have also filed a joint application for settlement (without prejudice) on March 31, 2021. The matter has been kept for adjudication of the settlement application.

ii. In the matters of interim ex-parte Order passed by SEBI on October 17, 2018, read with Confirmatory Order dated March 19, 2019 and modified directions dated June 28, 2019 in the matter of Fortis Healthcare Limited (“FHL”) (“SEBI Order”) an appeal was preferred by Religare Finvest Limited (“RFL”), subsidiary company of REL, against the SEBI Order. After hearing the parties, the Securities Appellate Tribunal (“SAT”) has passed an Order dated January 29, 2020 quashing and setting aside the SEBI Order qua RFL. The SAT has remitted the matter to Whole-time Member (“WTM”) of SEBI for passing fresh order, if they so desire after giving an opportunity of hearing to RFL.

SAT has further directed RFL to maintain its assets worth Rs. 200 crores for a period of three months from the SAT Order. If the WTM is unable to pass any Order within the said period, this limited restraint order passed by the SAT will come to an end.

In the said matter, Fortis Hospitals Ltd. has filed a suit for recovery from RFL & Ors. on the basis the SEBI Order dated October 17, 2018 and confirmatory Order March 19, 2019. The matter is sub-judice.

Thereafter, SEBI passed another order dated 12th Nov, 2020 (WTM/GM/IVD/ID2/48/2020-21) wherein, SEBI by virtue of Section 19 read with sections 11 and 11B of SEBI Act, 1992 has revoked the directions issued vide the order date 19th March, 2019 read with order dated 28 June, 2019 against Best Healthcare Private Limited, Fern Healthcare Private Limited and Modland Wears Private Limited and has also disposed of the ongoing proceedings under section 11 /11 B of the SEBI Act, 1992 against them. SEBI further has directed that the Adjudicating Officer appointed in the matter pursuant to this order shall carry out the adjudication proceedings in an independent manner without getting influenced by this order of revocation.

Recently, SEBI has issued a notice dated 09th April, 2021 (EAD-4/ADJ/GR/KG/OW/8529/1/2021) to various entities/ individuals vide which, RFL has been called upon to show cause as to why an inquiry should not be imposed under sections 15HA and 15HB of the SEBI Act, 1992, within 14 days from the date of the receipt of the said notice. RFL has filed its reply along with settlement application which is pending for disposal as on date.

Serious Fraud Investigation Office (“SFIO”)

In the matter of ongoing investigation of the Company initiated by SFIO in February 2018, as ordered by Ministry of Corporate Affairs, Government of India, the Company and its subsidiaries have been cooperating in the aforesaid investigation and have been providing the requisite information / documents from time to time.

LEGAL UPDATESa. Cancellation of allotment of 2,50,00,000 Preference Shares issued to RHC Finance Pvt. Ltd.

The Company has filed a petition before Hon’ble NCLT, Delhi under Section 55 read with Section 59 and other applicable provisions of the Companies Act, 2013 seeking rectification of register of members of the Company. The said petition is filed with the prayer to order declaring that the allotment of 2,50,00,000 0.001% Non-Convertible Redeemable Preference Shares issued by the Company to RHC Finance Private Limited on August 30, 2016 as void ab initio and /or otherwise unlawful, and to consequently cancel the said allotment. The matter is sub-judice. The amount outstanding against such preference shares as on March 31,2021 is Rs. 4,030.06 lakhs.

b. Redemption of 15,00,000 preference shares

In the matter of Daiichi Sankyo Company Limited vs. Malvinder Mohan Singh & Others (Petition O.M.P. (EFA) (COMM) NO. 6 OF 2016), an interim application has been filed by the Company disputing its liability as a garnishee. The Company has not redeemed 15,00,000 preference shares due for redemption on October 31, 2018 and disputed the liability stating the transaction to be an illegal one. The Hon’ble High Court of Delhi remarked that it expected REL to file a complaint with the concerned Police Station. Accordingly, in compliance thereof, REL has filed an affidavit disclosing names of persons who were on Board of Directors at relevant times and has also filed a criminal complaint on March 22, 2019 with the Economic Offences Wing, Delhi Police (EOW) for various offences under the Indian Penal Code, 1860 w.r.t transactions relating to issuance and redemption of Preference Shares. The Complaint is filed with the EOW. Investigating Officer is assigned in the matter and notice is issued to the accused. The Company has been served with warrants of attachment as Garnishee, which is being contested / challenged. In Supreme Court there are the contempt proceedings against the Singh Brothers for allegedly violating Delhi High Court orders and selling their stake in Fortis Healthcare Limited. Hon’ble Supreme Court of India has stayed the proceeding which was pending before the NCLT, New Delhi for passing order on admission hearing of insolvency petitions. Now, RFL, REL and RCTL are impleaded as a party in the said proceedings.

However, the Company has created an adhoc provision of Rs 1,209.06 Lakhs towards the potential interest liability from the redemption date till March 31,2021.

The term sheet signed by the Company provides a Redemption Event that “holders of the Preference Shares, may have the option to subscribe to equity shares in REL though preferential allotment worth the Due Amount subject to approval of the shareholders at the time if required and subject to compliance with SEBI regulations and other applicable law.

c. Petition against the Company under Insolvency and Bankruptcy Code, 2016

Loancore Servicing Solutions Pvt. Ltd. (Loancore) allegedly filed as operational creditor to initiate corporate insolvency resolution process (“CIRP”) under Section 9 of the Insolvency and Bankruptcy Code, 2016 (“IBC”) read with rule 6 of the Insolvency and Bankruptcy (Application to Adjudicating Authority ) Rule, 2016 on the basis of the Penalty Fee Agreement of Rs. 125 Crore approx. As per the Company’s understanding said petition was not maintainable on grounds: (a) the Company is in financial services sector and hence can be referred to CIRP under IBC only by RBI; (b) There is no as such Penalty Fee Agreement with Loancore approved by the Board of Directors of the Company ever. The petition has been dismissed for default on July 28, 2021 in the NCLT, Delhi.

d. Petition for rectification of Register of Members of the Company

Loancore Servicing Solutions Pvt. Limited has filed a petition with the Hon’ble NCLT, Delhi under Sections 58 and 59 of the Companies Act, 2013 seeking rectification of Register of Members of the Company. The Company is contesting the same on maintainability of the petition. The matter is currently sub-judice. The Board and management strongly believe that this is a frivolous petition by Loancore and the Company will strongly defend the case.

e. Promoter Indemnity Agreement

In the matter of Malvinder Mohan Singh vs. Religare Enterprises Limited & Ors., in Hon’ble Delhi High Court, Malvinder Mohan Singh has filed Suit for declaration that the termination of Indemnification cum Release Agreement dated November 14, 2017 (“Indemnity”) issued by the Company is unlawful. The new Board had cancelled the Indemnity on September 02, 2018. No notice is issued on the said Petition. The Company has raised objections regarding maintainability of suit. The matter is sub-judice.

f. Petition by Finserve Shared Services Limited (“FSSL”)

FSSL has filed a petition against the Company under Section 11 of the Arbitration and Conciliation Act, 1996 for appointment of the Arbitral Tribunal alleging that the Company had executed a Master Services Agreement dated 09.11.2011 (“MSA’’) with FSSL to centralize the costs of REL by the creation of a separate entity which would provide corporate services to REL and its subsidiaries which would also facilitate the reduction of the overall costs of REL and its subsidiaries and persuaded RHC Holding Pvt Ltd. (“RHC”) to make an investment of Rs. 83,900 Lakhs in FSSL, by way of equity, preference and debt. The matter is sub-judice.

g. Non-redemption of preference shares by Religare Capital Markets Limited (“RCML”)

RHC Holding Pvt Limited has filed a petition against RCML under Section 11 of the Arbitration and Conciliation Act, 1996 for appointment of the Arbitral Tribunal demanding the payment of its investment amount in the preference share capital of RCML of Rs. 52,447 Lakhs along with premium of Rs. 53,841 Lakhs which has been due for redemption but not redeemed by RCML due to losses. The Company has also been arrayed as party to the said petition. The matter is sub-judice.

CHANGE OF THE REGISTERED OFFICE

During the financial year ended March 31, 2021, the registered office of the Company has been shifted from “2nd Floor Rajlok Building, 24, Nehru Place, New Delhi 110019” to First Floor, P-14, 45/90, P- Block, Connaught Place, New Delhi -110001 w.e.f. May 13, 2020.

EQUITY SHARE CAPITAL

The current Authorized Share Capital of the Company is Rs. 816,45,00,000/- (Rupees Eight Hundred Sixteen Crores Forty Five Lakhs only) divided into 65,44,50,000 (Sixty Five Crores Forty Four Lakhs and Fifty Thousand) Equity Shares of Rs. 10/- (Rupees Ten only) each and 16,20,00,000 (Sixteen Crores Twenty Lakhs) Redeemable Preference Shares of Rs. 10/- (Rupees Ten only) each.

During the year under review, the issued, subscribed and paid up equity share capital of the Company was increased from Rs. 258,12,81,520 (Rupees Two Hundred Fifty Eight Crores Twelve Lakhs Eighty One Thousand Five Hundred and Twenty only) consisting of 25,81,28,152 (Twenty Five Crores Eighty One Lakhs Twenty Eight Thousand One Hundred and Fifty Two only) equity shares of Rs. 10/- (Rupees Ten only) each to Rs. 259,41,39,020 (Rupees Two Hundred Fifty Nine Crores Forty One Lakhs Thirty Nine Thousand and Twenty only) consisting of 25,94,13,902 (Twenty Five Crores Ninety Four Lakhs Thirteen Thousand Nine Hundred and Two only) equity shares of Rs. 10/- (Rupees Ten only) each.

The issued, subscribed and paid up equity share capital as on March 31,2021 is Rs. 259,41,39,020/-.

Post March 31, 2021 and till the date of this report, the Company allotted 78,000 Equity Shares of face value of Rs. 10/- each at exercise price of Rs. 29.43 each pursuant to exercise of stock options granted under the Religare Enterprises Limited Employee Stock Option Plan 2019 and 54,156,761 Equity Shares of face value of Rs. 10/- each under the Preferential Issue of Equity Shares made in terms of the SEBI (Issue of Capital and Disclosure Requirement) Regulations, 2018. Pursuant to the said allotments, the issued, subscribed and paid up equity capital of the Company stands increased from Rs. 259,41,39,020/- divided into 25,94,13,902 equity shares of Rs. 10/- each to Rs. 313,64,86,630/-divided into 31,36,48,663 equity shares of Rs. 10/- each.

PREFERENCE SHARE CAPITAL

The Company has two types of Preference shares outstanding as on date comprising 15 lakhs 13.66% Cumulative Non-Convertible Redeemable Preference Shares of Rs. 10/- each issued in 2008 (2008 Preference Shares) and 2.5 crores 0.01% Non-Cumulative Non-Convertible Redeemable Preference Shares of Rs. 10/- each issued in 2016 (2016 Preference Shares).

The Company did not redeem the 2008 Preference Shares on due date of October 31,2018 basis the interim application filed before the Hon’ble High Court of Delhi praying among other reliefs for the stay of redemption pending the outcome of investigations into the affairs of the Company and its subsidiaries already initiated by SEBI and SFIO.

Further, due to non-payment of dividend by the Company continuously for two years on 2016 Preference Shares, the holder of these shares are entitled for voting rights of approx. 8.81% on the total voting capital of the Company. The Company has also not paid dividend on 2008 Preference Shares but the Company has a letter dated August 20, 2012 from then holder of these shares irrevocably and unconditionally waiving off the voting rights on 2008 Preference Shares.

The Company has filed the petition before the Hon''ble National Company Law Tribunal, New Delhi Bench on June 14, 2019 seeking rectification of Register of Members of the Company by cancellation of 2016 Preference Shares and any other appropriate reliefs, including interim relief with respect to freezing of voting rights and dividend rights attached to the said 2016 Preference Shares. The matter is sub judice.

NON-CONVERTIBLE DEBENTURES

There are no outstanding non-convertible debentures as on date.

PUBLIC DEPOSITS

Your Company has neither invited nor accepted any deposits from public within the meaning of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 during the period under review.

ANNUAL RETURN

As per the requirements of Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013 read with Rules framed thereunder, the draft Annual Return as on March 31,2021 is available on website of the Company and can be accessed through the link https://www.religare.com/Annual-Returns.aspx

CAPITAL REQUIREMENTS

Your Company is registered with the Reserve Bank of India (“RBI”)¹ as a Non-Deposit Taking Systemically Important Core Investment Company (“CIC-ND-SI”) vide Certificate No. N-14.03222 dated June 03, 2014. In terms of the RBI Notification dated August 13, 2020, the CIC-ND-SI will henceforth be termed as Core Investment Company. The Company primarily functions as an investment holding company with more than 90% of its total assets consisting of investments in shares of subsidiary companies/ joint venture companies.

As a Core Investment Company, the Company is required to -

a. maintain minimum Adjusted Net Worth of 30% of its aggregate risk weighted assets on balance sheet and risk adjusted value of off-balance sheet items as on the date of the last audited balance sheet as at the end of the financial year; and

b. restrict the outside liabilities up to 2.5 times of its Adjusted Net Worth as on the date of the last audited balance sheet as at the end of the financial year.

The Company is in compliance with the abovementioned requirements as at March 31, 2021.

RELIGARE EMPLOYEES STOCK OPTION SCHEMES

Nomination and Remuneration Committee (“Committee”) of the Board of Directors of the Company, inter alia, administers and monitors the Employees'' Stock Option Schemes of the Company in accordance with the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 (erstwhile Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999) (''the SEBI ESOP Regulations'').

During the year under review, the Committee granted 11,500,000 stock options under the “Religare Enterprises Limited Employees Stock Option Plan 2019” and further 2,500,000 stock options were granted after the close of the FY 2021 till the date of this Report.

Details as required under the SEBI ESOP Regulations, for Religare Employees Stock Option Scheme 2010, Religare Employees Stock Option Scheme 2012 and Religare Employees Stock Option Plan 2019 have been uploaded on the website of the Company and can be accessed through the link https://www.religare.com/Emplovee-Stock-Option-Schemes.aspx

There is no other material change in the ESOP schemes of the Company during the year.

Certificate from the Auditors confirming that schemes have been implemented in accordance with the SEBI ESOP Regulations will be available for inspection by the members in the forthcoming Annual General Meeting of the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

All Independent Directors (IDs) have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16 of SEBI LODR Regulations. All the IDs of the Company have registered their names with the data bank of IDs maintained by the Indian Institute of Corporate Affairs (IICA). Further, in terms of Regulation 25(8) of the SEBI LODR Regulations, the Independent Directors have confirmed that they are not aware of any circumstances or situation which exist or may be anticipated, that could impair or impact their ability to discharge their duties. Further, in the opinion of the Board, Independent Directors qualify the criteria of Independent Director as mentioned in the Act and SEBI LODR Regulations and are independent of the management.

Further, all the Directors of the Company have confirmed that they satisfy the “fit & proper” criteria as prescribed in the Directors Fit & Proper Policy of the Company.

Following changes occurred in the directorships / key managerial positions (KMP) of the Company during the FY 2020-21:

Sr. No.	Name of Director	Particulars of Change (Appointment / Resignation/Others)	Effective Date of change
1	Dr. Vijay Shankar Madan	Appointed as Non-Executive Independent Director	February 10, 2021
2	Mr. Hamid Ahmed	Appointed as Non-Executive Independent Director	February 10, 2021
3.	Ms. Sabina Vaisoha	Resigned as Non-Executive Independent Director	February 10, 2021

The Board places on record its appreciation and gratitude to Ms. Sabina Vaisoha for her participation in the Board of the Company during her tenure.

Post end of the financial year 2021, Mr. Sushil Chandra Tripathi, Non-Executive & Independent Director was passed away after a long battle with Covid -19 on May 19, 2021. The Board expresses its heartfelt condolences for his untimely death and wishes to put on record its sincere and deep appreciation for his invaluable guidance and contribution during his tenure. The Company immensely benefitted from his vision, enriched experience and leadership during his tenure on the Board of the Company

In terms of Section 203 of the Act, following are the KMPs of the Company as on March 31,2021:

1. Dr. Rashmi Saluja, Executive Chairperson

2. Mr. Nitin Aggarwal, Group Chief Financial Officer

3. Ms. Reena Jayara, Company Secretary

In accordance with the provisions of the Companies Act, 2013 and Regulation 36 of the SEBI LODR Regulations, Dr. Rashmi Saluja (DIN: 01715298), retires at the ensuing Annual General Meeting (AGM), and being eligible offers herself for re-appointment. The brief resume and other details relating to the directors, who are to be re-appointed as stipulated under Regulation 36(3) of the SEBI LODR Regulations and Secretarial Standards issued by ICSI, are furnished in the Notice of the ensuing AGM. The Board of Directors recommends the re-appointment of the Director liable to retire by rotation at the ensuing AGM.

BOARD EVALUATION

Pursuant to the provisions of the Act and SEBI LODR Regulations, the Board is required to carry out an annual performance evaluation of its own performance, the performance of the directors individually as well as the evaluation of the working of its Committees.

The performance evaluation of the members of the Board, the Board level Committees and Board as a whole was carried out in June 2021 as per the Board Evaluation Policy of the Company. The manner in which evaluation has been carried out and criteria of evaluation has been explained in the Corporate Governance Report.

REMUNERATION POLICY

Remuneration Policy formed by the Board on the recommendation of the Nomination and Remuneration Committee is in place for selection and appointment of Directors, Key Managerial Personnel and their remuneration as well as

policy on other employees’ remuneration. The Remuneration Policy is stated in the Corporate Governance Report. The relevant Policy(ies) have been uploaded on the website of the Company and can be accessed through the link https://www.reliaare.com/Policies.aspx

BOARD/COMMITTEE COMPOSITION AND MEETINGS

A calendar of meetings is prepared and circulated in advance to the Directors. The details of composition of Board and Committees and their meetings held during the year are given in the Corporate Governance Report which forms integral part of this Report. The intervening gap between the Meetings was within the period prescribed under the Act and the SEBI LODR Regulations.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

In compliance with Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 as amended, the Company has established a Corporate Social Responsibility (“CSR”) Committee. The CSR Committee has formulated and recommended to the Board, a CSR Policy which provides the overview of projects or programs and the guiding principles for selection, implementation and monitoring of the CSR activities, which has been approved by the Board. The strategic intent was to adopt a unified cause across the Religare Group and hence the CSR policy and program to be supported has been cascaded across all Group entities.

The Company was not required to spend money under CSR for financial year ended 2020-21 as prescribed under Section 135 of the Act since the Company incurred an average net losses of Rs. 11,804 Lakhs for last three financial years.

Annual Report on CSR in the format prescribed in Companies (Corporate Social Responsibility Policy) Rules, 2014 as amended is attached as “Annexure A”.

AWARDS & RATINGS

Following awards and recognitions were received by the subsidiaries of the Company during the period under review -Awards

• Care Health Insurance Limited (formerly Religare Health Insurance Company Limited):

i. Silver Award for Best Search Marketing Campaign at IAMAI 11^th India Digital Summit and Awards.

ii. Best SEO/SEM Campaign at Afaqs DIGIES Digital Awards, 2021

• Religare Commodities Limited: i. Krishi Pragati Award 2021

Ratings

The Company had no ratings during the year under review as there were no outstanding facility(ies) which requires the Company to have any rating.

LISTING ON STOCK EXCHANGES

The Equity Shares of the Company are listed on National Stock Exchange of India Limited and BSE Limited. The annual listing fees for the year 2021-22 have been paid to both the Stock Exchanges.

STATUTORY DISCLOSURES

None of the Directors of your Company is disqualified as per provision of section 164(2) of the Act. The Directors of the Company have made necessary disclosures, as required under various provisions of the Act and the SEBI LODR Regulations.

CONSOLIDATED FINANCIAL STATEMENTS

As required under the Regulation 34 of SEBI LODR Regulations and Section 129(3) of the Act, consolidated financial statements of the Company and its subsidiaries are attached to the Annual Report. The consolidated financial statements have been prepared in accordance with Indian Accounting Standard Ind AS-103, “Business Combination” and Ind AS-110 “Consolidated Financial Statements” issued by The Institute of Chartered Accountants of India and notified by the MCA. The audited consolidated financial statements together with Auditor’s Report form part of the Annual Report.

Though, the Company holds 100% equity share capital in Religare Capital Markets Limited (“RCML”), however in the present scenario controlling through voting rights of RCML is not there with the Company. Beside this, the tripartite agreement entered into, in financial year 2011-12, between REL, RCML and RHC Holding Private Limited (“RHCHPL”), for providing financial support to RCML by RHCHPL (by subscribing Preference Shares of RCML), severe long term restrictions and significant restrictive covenants on major decision making at RCML were imposed by the holder of preference shares. Accordingly in view of the above, the financial statements of RCML and its subsidiaries have been excluded from the consolidated financial statements of the Company w.e.f. October 01, 2011, in accordance with applicable accounting standards. The Company has already provided fully for the entire investment made by it into RCML in previous years.

The Consolidated Financial Statements presented by your Company, including financial information of all its subsidiaries, excluding RCML and RCML’s subsidiaries, have been duly audited by the Statutory Auditors and the same is published in your Company’s Annual Report.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

Even though operations of the Company are not energy intensive, the management has been highly conscious of the importance of conservation of energy and technology absorption at all operational levels and efforts are made in this direction on a continuous basis. In view of the nature of activities which are being carried on by the Company, the particulars as prescribed under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 regarding conservation of energy and technology absorption are not applicable to the Company and hence have not been provided.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has incurred expenditure of Rs. 2.39 Lakhs (previous year: Rs. 1.08 Lakhs) in foreign exchange and earned Nil (previous year: Nil) in foreign exchange during the year under review on a standalone basis.

MAINTAINANCE OF COST RECORDS

The Company is in the financial services industry. In view of the nature of activities which are being carried on by the Company, the maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Act is not applicable on the Company and hence such accounts and records are not maintained.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

No amount was required to be transferred by the Company to the Investor Education and Protection Fund (IEPF) during the financial year under reporting.

The Company has appointed a Nodal Officer for the IEPF authority, the details of which are available on the website of the Company at https://www.religare.com/investor-contacts.aspx

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of their knowledge and ability, confirm that:

(a) in the preparation of the annual financial statements for the year ended March 31,2021, the applicable accounting standards have been followed alongwith proper explanation relating to material departures;

(b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the Profit of the Company for that period;

(c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) they have prepared the annual accounts on a going concern basis;

(e) they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively; and

(f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

CORPORATE GOVERNANCE

The Company is committed to uphold high standards of Corporate Governance and adhere to the requirements set out by the Securities and Exchange Board of India.

A detailed report on Corporate Governance alongwith the Certificate of M/s Sanjay Grover & Associates, Company Secretaries regarding compliance with conditions of Corporate Governance as stipulated in Part C of Schedule V of the SEBI LODR Regulations and a certificate from a Practicing Company Secretary that none of the directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as directors of companies by Board / Ministry of Corporate Affairs or any such statutory authority forms integral part of this Report.

AUDITORS

M/s S.S. Kothari Mehta & Co., Chartered Accountants, (Firm Registration No. 000756N) (“SSKM”), were appointed as statutory auditors of the Company by the shareholders at the 33rd Annual General Meeting of the Company (“AGM”) held on September 21, 2017, to hold office for a period of five consecutive years commencing from the financial year 2017-18 i.e. from the conclusion of 33rd AGM until the conclusion of the 38th AGM to be held in the year 2022.

However, RBI has issued a Circular on ‘Guidelines for Appointment of Statutory Central Auditors (SCAs)/ Statutory Auditors (SAs) of Commercial Banks (excluding RRBs), UCBs and NBFCs (including HFCs)’ on April 27, 2021 (RBI SA Guidelines) providing necessary instructions for appointment of SCAs/SAs, the number of auditors, their eligibility criteria, tenure and rotation, etc. while ensuring the independence of auditors.

As per above said guidelines of RBI, Entities will have to appoint the SCAs/SAs for a continuous period of three years, subject to the firms satisfying the eligibility norms each year. Since, SSKM, the existing auditors had already completed a tenure of three years, they shall not be able to continue as Statutory Auditor.

The Company is in receipt of letter dated August 12, 2021 from SSKM communicating their intention to resign as statutory auditors of the Company since they have completed four years of continuous audit and are ineligible to continue as auditors beyond 30 September 2021.

In compliance with the above said regulatory requirement, the Company has evaluated the proposals received from various audit firms eligible to be appointed as Statutory Auditor of the Company. Basis the various proposals received from the eligible audit firms, the Board of Directors of the Company on recommendation of Audit Committee made the appointment of M / s S. P. Chopra & Co., Chartered Accountants (Firm Registration No. 000346N) as Statutory Auditors of the Company w.e.f. August 12, 2021, to fill the casual vacancy caused by resignation of SSKM, till the conclusion of this Annual General Meeting (AGM) and has also recommended for approval of the Members, the appointment of M/s S. P. Chopra & Co., Chartered Accountants (Firm Registration No. 000346N) as Statutory Auditors of the Company for a period of three years from the conclusion of 37th AGM until the conclusion of the 40th AGM to be held in the year 2024. The first year of audit will be of the financial statements for the year ending March 31,2022, which will include the audit / limited review of the quarterly financial results for the year. In this regard, the Company has received certificate to the effect that they satisfy the criteria provided under Section 141 of the Act and RBI SA Guidelines and that the reappointment, if made, shall be in accordance with the applicable provisions of the Act and rules framed thereunder.

AUDITORS’ REPORT

The Reports given by the Auditors on the financial statements of the Company form part of the Annual Report. There is no qualification in the Auditors Report on the standalone financial statements for the financial year ended March 31,2021. The Management response on the Statutory Auditors’ Qualifications on the Company’s consolidated financial statements for the financial year ended March 31,2021 is as below.

Management’s response on the Statutory Auditors’ Qualification on the Company’s consolidated financial statements:

i. Qualification pertaining to Lakshmi Vilas Bank adjusting the fixed deposits of Religare Finvest Ltd., subsidiary of the Company (RFL): RFL had filed a suit for recovery of Fixed Deposits amounting to Rs. 79,145 Lakhs misappropriated by the Lakshmi Vilas Bank (“LVB”) on May 31, 2018 before the Hon’ble Delhi High Court that passed interim orders directing that status quo be maintained in respect of RFL’s current account maintained with LVB. RFL has also filed an application to the Hon’ble Court for substitution of LVB with DBS Bank India Limited (DBS). Further, State Bank of India and SCCPL along with its associates have filed application for impleadment in the said suit. The matter is sub judice.

RFL had also filed a complaint against LVB and others on May 15, 2019 with Economic Offence Wing (EOW). The EOW, Delhi has registered a FIR against LVB & Ors. for committing offence of criminal breach of trust and criminal conspiracy. The EOW has filed its charge sheet on March 23, 2020, cognizance on which is yet to be taken by the Court. The matter is sub-judice. Also, the Enforcement Directorate has lodged an ECIR on the basis of the FIR. Further, management has taken appropriate legal remedies and no expected credit loss / provision is required at this point of time.

ii. Qualification pertaining to sale of GNPA of Rs. 3,038.13 lakhs for a value of Rs. 2,278.60 lakhs to a Trust for security receipt as a consideration by Religare Housing Development Finance Corporation Ltd., subsidiary of RFL (RHDFCL): The sale of GNPA to Reliance ARC was concluded within the RBI framework and RHDFCL has obtained true sale opinion for concluding the transaction. Accordingly, RHDFCL has derecognized the NPA loan receivables and has recognized security receipts as investments in the books of accounts. RHDFCL shall recognize profit/loss on the Security Receipts based on the evaluation by independent rating agency as stipulated under RBI Regulation. Under INDAS, the security receipts issued by the trust would full-fill the criteria for a financial asset and has been recognized it in its books.

Further, RHDFCL had obtained third party opinion, which is also supporting the accounting treatment for derecognition of the loan portfolio and recognition of security receipts as Investments as per the applicable provisions of Ind AS particularly Ind AS-109, Financial Statements.

SECRETARIAL AUDITORS’ REPORT

As per provisions of Section 204 of the Act, the Board of Directors of the Company has appointed M/s P I & Associates as the Secretarial Auditor of the Company to conduct the Secretarial Audit. The Secretarial Audit Report for the financial year ended March 31,2021, is annexed to this Report. Management comments on qualification given by auditors in the report are as follows:

i. Levy of fine by the stock exchanges for non-compliance of composition of Audit Committee in terms of the requirement of Regulation 18(1)(b) of the SEBI LODR Regulations during the period from February 26, 2020 to September 02, 2020: Pursuant to requirements SEBI LODR Regulations, the Audit Committee shall comprise of minimum 3 directors as members with 2/3rd of the members to be Independent Directors. The Audit Committee of the Company comprised of 5 members and since 2/3^rd of 5 arrive at 3.3, the Company was of the view that 3.3 is to be rounded to the nearest number which arrives at 3. However, post receipt of necessary clarification from the exchanges in the matter, the Company immediately took the corrective steps by re-constitution of the Audit Committee on September 02, 2020 and making the composition in compliance of the exchange requirements. The Company has also paid the fines imposed by Exchanges in the matter.

Further, the secretarial audit reports of material subsidiaries of the Company in FY 2020-21 are annexed to this Annual Report.

PARTICULARS OF INVESTMENTS, LOANS AND GUARANTEES

The Company, being an NBFC, is exempted from the provisions of Section 186 [except sub-section (1)] of the Act. Accordingly, details of particulars of loans, guarantees or investments as required to be provided as per Section 134(3)(g) of the Act are not provided.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arm’s length basis and were in the ordinary course of business. There are no materially significant related party transactions entered by the Company with related parties which may have a potential conflict with the interest of the Company.

All Related Party Transactions are placed before the Audit Committee for approval as per the Related Party Transactions Policy of the Company as approved by the Board. The policy is also uploaded on the website of the Company & can be accessed through the link https://www.reliaare.com/pdf/Related party Transaction Policy 02042019.PDF

Since all related party transactions that were entered into during the financial year were on an arm’s length basis and were in the ordinary course of business and there was no material related party transaction entered by the Company during the year as per Related Party Transactions Policy, no details are required to be provided in Form AOC-2 prescribed under clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

The details of the transactions with related parties are provided in the notes to accompanying standalone financial statements.

RISK MANAGEMENT

The Board of Directors of the Company has constituted a Risk Management Committee, responsible to frame, implement, monitor and periodically review the effectiveness of the risk management plan and make appropriate changes as and when necessary.

The Company is a Core Investment Company and therefore as an investment holding company the management function includes oversight of risk function prevalent to its key operating group companies. The Company has a comprehensive Risk Management framework and overarching Risk Management Policy, which is adopted by each of the key operating subsidiaries while formulating their Risk Policy. Risk Management Policy of the Company identifies the key risk, if any, which may threaten the existence of the Company. Risk Management Policy is aimed at identification, evaluation/assessment, mitigation, monitoring and reporting of identifiable risks and recording of each identified risk alongwith their mitigation plan. Respective functional head and/or risk management department of key subsidiaries are responsible for implementation of the Risk Management system and maintenance of record of risk and mitigation plan in Risk & Control Matrix (RCM) for their respective functional area, which is tested and updated periodically. Therefore, the risk framework defines the risk management approach across the enterprise at various levels including documentation and reporting. The framework has different risk models which help in identification of risks and their classification as High, Medium and Low categories on the basis of likelihood, impact and velocity.

The testing and evaluation of control environment around Risk Management is integrated with the internal audit conducted by the Internal Auditors. The Risk Management Committee of the Company and its key operating subsidiaries reviews the risk management policy on an annual basis. Further, adequacy of design and operating effectiveness of key processes and controls, as documented in the risk and control matrices, is tested by internal auditors and a consolidated dashboard of Risk and Control review results across the Company and it key operating subsidiaries is presented to the Risk Management Committee of your Company on periodic basis.

Therefore, the Company has implemented a formal risk management policy and framework. Financial reporting and fraud risks are duly considered in the risk management framework. Risks are mapped with controls and Risk management framework is revisited and revised on the basis of prevailing practice and relevance.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has a vigil mechanism named Whistle Blower Policy to deal with instance of unethical practices, fraud and mismanagement, actual or suspected fraud or violation of the Company’s code of conduct or ethics policy and any leak/suspected leak of Unpublished Price Sensitive Information or gross misconduct by the employees of the Company, if any, that can lead to financial loss or reputational risk to the organization. The detail of the Whistle Blower Policy has been posted on the website of the Company & can be accessed through the link https://www.reliaare.com/ Policies.aspx

During the year under review, no complaint pertaining to the Company was received under the Whistle Blower mechanism. INTERNAL FINANCIAL CONTROLS AND INTERNAL CONTROL SYSTEM

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The Internal Controls of the company encompasses the policies, standard operating procedure manuals, approval/ authorization matrix, circulars/ guidelines, and risk & control matrices adopted by the company for ensuring the orderly and efficient conduct of its business & support functions, adherence to these policies & procedures, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information during the process of financial reporting.

The Company and its key operating subsidiaries have adequate control environment for identification and assessment of applicable risks on a periodical basis. Mitigation plans and controls are documented for each identified risk in the form of policies & procedures and risk & control matrices (RCM). Risks/controls documented in the risk and control matrices are mapped to each of the financial statement line items and financial assertions to ensure availability of mitigation plans and internal financial controls for each of the material balances contained in the financial statements. The Company has prepared separate RCMs for Process Level Controls (PLC) and Entity Level Controls (ELC). Similarly, IT General Controls (ITGC) have also been identified, assessed and documented.

The Company has satisfactory system of periodical monitoring and reporting of internal financial controls. Key policies and procedures including the Risk & Control Matrices are updated on a periodical basis. Management ensures that controls as designed are operating effectively and that lapses are identified and remedied in a timely manner. The monitoring activities are carried out through Control Self-Assessment (CSA) mechanism integrated with the internal audit function, conducted by Internal Auditor, whereby key risks and controls are reviewed on a quarterly basis and dashboard containing results of evaluation of Test of Design (TOD) and Test of Operating Effectiveness (TOE) are presented to the Audit Committee of the Company and its key operating subsidiaries. A half yearly report on TOD/TOE testing is presented to the Risk Management Committee.

The Company and its key operating subsidiaries have an elaborate quarterly internal audit system. The scope and authority of the Internal Audit function is defined in the comprehensive agreement with the internal auditor, which is reviewed and approved by the Audit Committee of the Company and its respective subsidiaries. To maintain its objectivity and independence, the Internal Auditor firm directly reports to the Audit Committee.

The Internal Auditor evaluates the efficacy and adequacy of the internal control system and internal financial controls (IFC) in the Company, its compliance with operating systems, accounting procedures, policies and regulatory requirements at key locations of the Company and its subsidiaries. Based on the integrated report of internal audit function and IFC, process owners undertake corrective action in their respective areas and thereby strengthen the internal controls. Significant internal audit observations and corrective actions thereon, alongwith IFC dashboard, are presented to the Audit Committee on quarterly basis.

Therefore, the Board has laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively during the financial year.

DETAILS OF FRAUD REPORTABLE BY AUDITOR

During the year under review, neither the statutory auditors nor the secretarial auditors of the Company has disclosed any instance of fraud committed against the Company by its officers or employees required to be disclosed in terms of Section 143(12) of the Act.

HUMAN RESOURCES

The Company has successfully strengthened the overall position of the group and has created a blueprint to move ahead. The company and its subsidiaries are steadily restoring confidence amongst its various stakeholders. With the sincere efforts of dedicated, committed and loyal employees, the Company has stood strong even during difficult circumstances in the recent past and has made a strong presence felt across industry.

As we have paved our way to achieve greater heights, the Company continued to invest in creating a pool of talent for the growing business needs by way of retaining highly experienced and competent resources and by attracting new talent. Employees are the most important and critical asset and we are committed towards their overall development. We focus on promoting a collaborative, transparent and participative organization culture, and have developed strong performance management practices wherein innovation and meritocracy is recognized and rewarded. The Company also initiated various wellness initiatives to help employees in their physical and psychological well-being during the difficult times of COVID 19 Pandemic. Expert talks and sessions on various topics related to physical and mental health and fitness were organized. The Company is committed towards building encouraging work environment with a healthy work life balance.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT THE WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place Prevention of Sexual Harassment at Workplace Policy in line with the requirements of The Sexual Harassment of Women at the Work Place (Prevention, Prohibition and Redressal) Act, 2013 and rules made thereunder. An Internal Complaints Committee (ICC) is in place as per the requirements of the said Act to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. No case has been reported during the year under review.

PARTICULARS OF EMPLOYEES

The details required under Section 197(12) of the Act read with Rule 5(1) & 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are annexed as “Annexure B” to this report.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Board of Directors affirm that, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (SS1 and SS2) respectively relating to Meetings of the Board, its Committees and the General Meetings.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant or material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its operations in future except to the extent mentioned in this Report.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION

There are no material changes and commitments adversely affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate (i.e. March 31,2021) and as of date of the report i.e. August 12, 2021.

ACKNOWLEDGEMENTS

Your Directors would like to express their sincere appreciation for the co-operation and assistance received from the Company’s Bankers, Regulatory Bodies, Stakeholders including Financial Institutions and other business associates who have extended their valuable sustained support and encouragement during the year under review.

Your Directors also wish to place on record their deep sense of gratitude and appreciation for the commitment displayed by all executives, officers and staff at all levels of the Company during the year under review. Your Directors would also like to thank all shareholders for their continued faith in the Company and look forward to your continued support in the future.

By order of the Board of Directors For Religare Enterprises Limited

Sd/-

Dr. Rashmi Saluja Executive Chairperson DIN:01715298

Place: New Delhi Address: Prius Global, A-3,4,5,

Date: August 12, 2021 Sector - 125, Noida - 201 301

1

RBI Disclaimer: (a) Reserve Bank of India does not accept any responsibility or guarantee about the present position as to the

financial soundness of the company or for the correctness of any of the statements or representations made or opinions expressed by the company and for discharge of liability by the company; (b) Neither is there any provision in law to keep, nor does the company keep any part of the deposits with the Reserve Bank and by issuing the Certificate of Registration to the company, the Reserve Bank neither accepts any responsibility nor guarantee for the payment of the public funds to any person/ body corporate.

---

Mar 31, 2018

To,

The Members,

Religare Enterprises Limited

The Directors have pleasure in presenting this 34^th Annual Report on the business and operations of the Company together with Audited Financial Statements for the financial year ended March 31,2018.

FINANCIAL RESULTS AND BUSINESS OPERATIONS

The highlights of standalone and consolidated financial results of the Company for the Financial Years 2017-18 and 2016-17 are as under:

PARTICULARS	STANDALONE		CONSOLIDATED
	(Rs. in Crore)		(Rs. in Crore)
	2017-18	2016-17	2017-18	2016-17
Total Income (Before Exceptional Items)	71.00	35.09	2,693.14	3,841.02
Total Expenditure	188.33	182.20	4,270.99	3,535.50
Profit / (Loss) Before Exceptional Items and Tax	(117.33)	(147.11)	(1,577.85)	305.52
Profit / (Loss) After Exceptional Items and Before Tax	(117.33)	(158.25)	(1,577.85)	(136.40)
Profit / (Loss) After Tax Before Minority Interest and Share in Associate	(110.18)	(159.24)	(1,350.42)	(123.36)
Adjustment: Share of (Profit) / Loss Transferred to Minority	-	-	157.92	(50.71)
Share of (Profit) / Loss in Associates (Net)	-	-	-	(0.20)
Profit / (Loss) After Tax and Minority Interest and Share in Associate	(110.18)	(159.24)	(1,192.50)	(174.27)
Exceptional Items, net oftax (including deferred tax)	-	(11.14)	-	(250.82)
Profit / (Loss) for the year before Exceptional Items	(110.18)	(148.10)	(1,192.50)	76.55

(i) Consolidated Results

We recorded a ‘Loss After Exceptional Items and Before Tax’ ofRs.1,577.85 crore, for Financial Year 2017-18 as compared to Loss After Exceptional Items and Before Tax’ ofRs.136.40 crore for Financial Year 2016-17. ‘Loss After Tax, Minority Interest and Share in Associates’ was Rs.1,192.50 crore for Financial Year 2017-18 as compared to ‘Loss After Tax, Minority Interest and Share in Associates’ of Rs.174.27 crore for Financial Year 2016-17. However, ‘Loss Before Exceptional Items’ was Rs.1,192.50 crore for Financial Year 2017-18 as compared to ‘Profit Before Exceptional Items’ of Rs.76.55 crore for Financial Year 2016-17. Reported basic earnings per share decreased to''(66.84) in Financial Year 2017-18 from''(9.79) in Financial Year 2016-17. The Company has incurred a loss on consolidated basis during the financial year under reporting due to onetime provision of Rs.1,017.85 crore taken by Religare Finvest Limited, subsidiary company on its corporate loan book.

(ii) Standalone Results

We recorded a ‘Loss After Exceptional Items and Before Tax’ ofRs.117.33 crore, for Financial Year 2017-18 as compared to Loss After Exceptional Items and Before Tax’ of Rs.158.25 crore, for Financial Year 2016-17. ‘Loss After Tax’ was Rs.110.18 crore for Financial Year 2017-18 as compared to ‘Loss After Tax’ ofRs.159.24 crore for Financial Year 2016-17. ‘Loss before Exceptional Items’wasRs.110.18 crore for Financial Year 2017-18 as compared to Loss before Exceptional Items ofRs.148.10 crore for Financial Year 2016-17. Reported basic earnings per share increased to ''(6.19) in Financial Year 2017-18 from ''(8.94) in Financial Year2016-17.

(iii) Operating Performance of Businesses

In the Lending business, our subsidiary Religare Finvest Limited (“RFL”), which is focused primarily on providing debt capital to the SME segment, had total loans and advances (net of repayments and assignments) of Rs.9,797 crore as at March 31, 2018 as againstRs.13,974 crore at the end of the earlier year. The book size has declined because fresh disbursements were significantly lower than the principal amounts of loans repaid. Further, RFL has been put on Corrective Action Plan by RBI vide its letter dated January 18, 2018 through which RFL has been prohibited from expansion of credit/investment portfolio other than investment in government securities. RFL is working towards resolving all issues and restoring normalcy in its business operations at the earliest. RFL closed the year with revenue of Rs.1,430 crore and Loss after Tax of Rs.1,103 crore. The loss was largely on account of provision of Rs.1,018 crore made against a sizable default in RFL’s corporate loan book, compounded by a reduction in RFL’s book size. RFL’s subsidiary, Religare Housing Development Finance Corporation Limited (“RHDFC”), which focuses on providing loans to the affordable housing segment, disbursed loans totaling Rs.186 crore, and the corresponding total loans outstanding as at March 31, 2018 stood at Rs.898 crore and has established a network of 30 branches as at March 31,2018.

Our Health Insurance business, Religare Health Insurance Company Limited (“RHICL”) crossed Rs.1,100 crore of Gross Written Premium during the Financial Year 2017-18, a growth of 53% over the previous financial year and reported a loss of Rs.16 crore during the financial year as against a profit ofRs.2 crore during the previous financial year. As at March 31, 2018, RHICL has established a pan-India distribution network of 74 offices and has 14 approved products spanning retail health, group health, excess of loss, maternity, travel insurance, personal accident and critical illness policies and various riders.

The Retail Broking business, which comprises of Religare Broking Limited (“RBL”), Religare Commodities Limited (“RCL”) and its subsidiaries, reported a consolidated revenue of Rs.379 Crores which is lower than the earlier year on a reported basis. Asubstantial portion of the decline was the effect of the Composite Scheme of Arrangement under which the erstwhile Religare Securities Limited broking entity was merged with the Company while the Broking business was demerged into RBL, and as such, the financial results for the year under review are not comparable with the earlier year. On an operating basis, the business was impacted by the financial challenges at the group-level. The broking business of RBL and RCL reported a Profit After Tax ofRs.12.63 crores in FY 2017-18, as against Profit After Tax ofRs.6.71 crore during the earlier year.

Furthermore, an exceptional provision of Rs.129 crore was made owing to default in advances given by Religare Comtrade Limited (“RCTL”), a subsidiary of RCL. Consequently, the subsidiary incurred a Loss after Tax of Rs.10.22 crore in FY 2017-18 on a reported basis, as against Profit After Tax ofRs.139.07 crore during the earlier year. The value of investment of RCL in RCTL is not impaired as the Company is supporting RCTL.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management’s Discussion and Analysis Report for the year under review detailing economic scenario and outlook, as stipulated under Schedule V of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 (“SEBI LODR Regulations”) is presented in a separate section and forms integral part ofthis Report.

DIVIDEND AND RESERVES

In view of the losses in the Company, the Board of Directors has decided not to recommend any dividend for the financial year ended March 31, 2018. Since there were losses during the period and no dividend was declared, no amounts were transferred to reserves.

The Company had formulated and approved a Dividend Distribution Policy (“the Policy”) pursuant to the requirement under the SEBI (Listing Obligations and Disclosure Requirement) (Second Amendment) Regulations, 2016 in its meeting held on October 26, 2016. Details of the same have been uploaded on the website of the Company and can be accessed through the link i.e. http://www.reliaare.com/pdf/Rel Dividend PolicvNov2016.pdf

SUBSIDIARIES

As at March 31, 2018, your Company has 27 direct and indirect subsidiaries. During the year under review, there have been no material changes in the business of the subsidiaries except for Religare Finvest Limited which has been explained elsewhere in this report. In terms of Section 129(3) of the Companies Act, 2013 (“Act”), your Company has prepared a statement containing the salient features of the Financial Statements of our subsidiaries in the prescribed format AOC-1 which is attached to the Consolidated Financial Statements of the Company. The said statement contains a report on the performance and financial position of each of the subsidiaries and hence is not repeated here for the sake of brevity. Further, the details of major subsidiaries of the Company and their business operations during the year under review are covered in the Management’s Discussion and Analysis Report.

During the year under review, the following companies ceased to be subsidiaries of the Company:

1. Charterpace Limited

2. Religare Heal Fund Advisors LLP

3. Cerestra Advisors Private Limited

4. Religare Commodity DMCC

5. Religare Securities Limited*

6. Religare Commodity Broking Private Limited*

7. RGAM Investment Advisers Private Limited*

8. Religare Venture Capital Limited*

9. Religare Arts Investment Management Limited*

10. Religare Capital Finance Limited*

11. RGAMCapitallndiaLimited*

12. Religare Investment Advisors Limited*

13. Religare Support Services Limited*

14. Religare Arts Initiative Limited*

15. Religare Capital Markets (India) Limited*

*merged into the Company pursuant to the Composite Scheme of Arrangement

Subsequent to March 31, 2018, Argil Advisors LLP, a subsidiary of the Company, has been struck off from the register of Limited Liability Partnerships w.e.f. April 06, 2018 and accordingly ceased to be subsidiary of the Company.

Religare Finvest Limited

1. Settlement Agreement with Strategic Credit Capital Private Limited (“SCCPL”)

As disclosed in previous year Annual Report 2016-17, RFL has, in the Statement of Profit and Loss for the half year ended September 30, 2016, written off of entire Rs.5,199,151,636 due from SCCPL. Further, the loans given to Perpetual Credit Services Private Limited (“Perpetual”), (a group company of SCCPL) and loan purchased from Nishu Finlease Pvt Ltd. of Rs.2,737,568,540 were also written off.

Thereafter, in the financial year under reporting, RFL had entered into the Settlement Agreement with the counterparties pursuant to which the various cases against each other at various courts and tribunals were withdrawn on consent terms, however RFL retained its right to recover the amounts due from SCCPL and Perpetual. However, despite the settlement agreement, SCCPL has again filed suits against RFL at various forums. The matters are sub-judice as on date.

RFL is in the process of detailed diligence on these and connected transactions and is pursuing appropriate legal remedies to recover the amounts due to it and expect that there will not be any obligation on RFL out of these cases.

2. Fixed Deposits with Lakshmi Vilas Bank

RFL had made certain fixed deposits with Lakshmi Vilas Bank (“LVB”) in November 2016 and January 2017. LVB vide its letter dated 7th February 2018 had confirmed fixed deposits ofRs.79,144.77 Lakhs to the Company.

RFL received a letter dated February 9, 2018 from LVB purporting to allude to certain loans disbursed by LVB to third parties allegedly in consideration of security of the RFL’s Fixed Deposits (“FDs”) with LVB. By means of this letter, LVB also purported to call upon RFL to execute the security documentation in connection with the alleged loans.

Vide RFL’s letter dated February 16, 2018, LVB was expressly informed that not only RFL was not party to any loans that were allegedly sanctioned or granted by LVB to any third party, as also that no authorization, sanction or approval had ever been provided by RFL to LVB permitting the creation of any security or encumbrance of the FDs for any third party loans or borrowings. LVB was also forewarned that any attempt to subject the FDs to illegal encumbrance would not only be violative of RFL’s rights, but also constitute deliberate contempt by LVB of the Order dated January 5, 2018 passed by the Hon’ble Delhi High Court, a copy ofwhich was served on LVB vide Legal notice dated February 16, 2018.

While things stood thus, RFL came to be in receipt of a copy of the letter dated April 24, 2018 addressed by LVB to the statutory auditors of RFL that LVB had “closed the said deposits on 20.02.2018 to liquidate the loans availed” by third parties. This was contrary to the confirmation received by the Statutory Auditors in November 2017 via email confirming the fixed deposits.

RFL at no point in time, instructed, authorized or consented to the liquidation of the fixed deposits or the adjustment thereof against loans availed of by any third parties or the creation of any encumbrance on the fixed deposits, whether by way of a lien, security, charge or pledge in connection with the loans availed of by any third parties. RFL has filed a suit for recovery of the Fixed Deposit amounts aggregating Rs.79,144.77 lakhs appropriated by LVB before the Hon’ble Delhi High Court on May 31, 2018.

3 Corporate Loan Book

RFL has an exposure of Rs.203,670 Lakhs towards the Corporate Loan Book. Reserve Bank of India (“RBI”) has raised concerns in the past about the credit worthiness of the borrowers, credit appraisal and loan sanctioning mechanism followed by RFL in respect of this book.

In view of RBI concerns, the first step the new Board/management has taken immediately after taking charge was that it has reviewed the portfolio and the financial reports of the borrowers to determine the recoverability of the said loans. As a part of the recovery process, the management issued legal notices to the borrowers and has initiated corporate insolvency resolution process under Insolvency and Bankruptcy Code, 2016, against the said entities comprising the Corporate Loan Book.

RFL has also appointed a reputed law firm to undertake a detailed diligence on this loan book. Post submission of the report and the steps outlined for recovery, RFL intends to pursue all legal means for recovering the loans.

In the interim based on the security available, maturity dates of the loans, recovery steps instituted and the financial reports ofthe borrowers, the RFL, on a prudent basis, made a provision ofRs.101,285.00 Lakhs against this portfolio.

Religare Capital Markets Limited

As disclosed in previous yearAnnual Report 2016-17, the Company has taken its shareholders’ approval for Religare Capital Markets Limited (‘RCML’) capitalization through postal ballot on September 11, 2017, since it was a material related party transaction in terms of SEBI (LODR) Regulations, 2015, but no money has been infused in RCML pursuant to this approval by the Company till date.

Further, Axis Bank has filed an original application (“OA”) before the DRT-II for recovery of approx. Rs.313 Cr. under Standby Letter of Credit Facility (‘SBLC facility’) of US$72.5 million availed by Religare Capital Markets International (Mauritius) Limited (“RCMIML”), an indirect wholly owned subsidiary of REL through RCML which is inter alia secured by personal guarantees executed by Mr. Malvinder Mohan Singh and Mr. Shivinder Mohan Singh, hypothecation ofa capitalization agreement between RHC Holding Pvt Ltd and RCML as well as shares ofthe Company and Fortis Healthcare Limited owned by certain promoter group companies. The Company has not provided any guarantee or security in relation the facility. The Company has been made a party to the proceedings based on a Non-Disposal Undertaking in favour of Axis Bank. The DRT has passed an interim order dated 21.3.2018 directing that Mr. Malvinder Mohan Singh and Mr. Shivinder Mohan Singh (“Promoters”) to deposit Rs.313 Cr with the DRT within 3 days failing which inter alia certain assets of defendants shall stand attached. Such sums have not been deposited by the Promoters. REL has recently filed two applications for deletion of REL as a party and recall ofthe order dated 21.03.2018 against REL. Axis Bank has filed its replies to the two applications, pursuant to which, REL has filed rejoinders.

Religare Health Insurance Company Limited Arbitration proceedings in relation to the Health Insurance business

On April 9, 2017, your Company had entered into definitive agreements with a consortium of investors led by True North, an India based private equity fund (formerly known as India Value Fund Advisors) to divest its entire stake in its subsidiary, Religare Health Insurance Company Limited. On January 11, 2018, your Company entered into a supplemental agreement and deed of novation for increase in the consideration and extension of long-stop date, among other changes in certain terms and conditions of sale. Certain conditions precedent including regulatory and third party approvals were not received till the extended long-stop date triggering automatic termination of the agreement. In March 2018, certain parties of the buyer consortium filed a petition under Section 9 of the Arbitration and Conciliation Act, 1996, in the Delhi High Court seeking ad interim injunctive relief including towards extension of the Long Stop Date, and also invoked arbitration under the definitive agreement. The Hon’ble Delhi High Court, in May 2018, dismissed the petition seeking interim relief and directed the petitioners to proceed with arbitration. The arbitration tribunal has been constituted by LCIA. However, arbitration proceedings have not commenced since the parties have not placed a fee deposit with the LCIA yet.

MAJOR EVENTS

Issue of Warrants

On March 19, 2018, your Company approved issue of 175,559,960 convertible warrants at a price ofRs.52.20 each (“Warrant Issue Price”) on a preferential basis to various persons / entities entitling the subscribers to an equal number of equity shares, aggregating over Rs.916 crore (“Preferential Issue”). The Warrant Issue Price was later on revised to Rs.52.30 each due to revision of minimum allotment price of Warrants from Rs.52.18 each to Rs.52.28 each in terms of Chapter VII of the Securities Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009.

Subsequent to the end of the year under review, your Company allotted 111,497,914 warrants to 38 resident Indian subscribers and received Rs.145.78 crore as upfront payment which is equivalent to 25% of the total consideration as per the terms of the Preferential Issue.

Furthermore, six resident subscribers have exercised conversion option on 18,825,621 warrants by paying the balance 75% of the consideration, aggregating Rs.73.84 crore and have been allotted an equivalent number of equity shares in the Company. The Company had applied to the Department of Economic Affairs (“DoEA”), Ministry of Finance for approval of foreign investment in respect of 63,601,510 warrants intended to be subscribed to by two foreign investors. The said approval was not acceded to by the DoEA citing reasons of various investigations by multiple Government agencies / regulators. The Company is considering to re-submit the application to the DoEA in the matter.

Divestment of Cerestra Advisors Pvt. Ltd.

During the year under review, your Company divested its stake in Cerestra Advisors Pvt. Ltd. (“Cerestra Advisors”), part of the erstwhile Global Asset Management business. Cerestra Advisors is the fund manager to the Cerestra Edu Infra Fund, which invested in education infrastructure assets. The financial impact of the divestment is accounted for in the financial statements for year ended March 31,2018.

Composite Scheme of Arrangement

In order to simplify the Company’s corporate structure, the composite scheme of arrangement (“Scheme”) was filed by the Company with the Hon’ble National Company Law Tribunal (“NCLT”) on March 31, 2017. The Scheme was approved by the NCLT vide order dated December 08, 2017.

The Scheme was filed with the Registrar of the Companies, NCT of Delhi & Haryana (“ROC”) on December 29, 2017. Consequently, eleven (11) wholly owned subsidiaries, direct or indirect, of Religare Enterprises Limited namely, Religare Securities Limited (excluding broking business which was demerged into Religare Broking Limited, a wholly owned subsidiary of the Company), Religare Commodity Broking Private Limited, RGAM InvestmentAdvisers Private Limited, Religare Venture Capital Limited, Religare Arts Investment Management Limited, Religare Capital Finance Limited, RGAM Capital India Limited, Religare InvestmentAdvisors Limited, Religare Support Services Limited, ReligareArts Initiative Limited and Religare Capital Markets (India) Limited merged with/into Religare Enterprises Limited w.e.f. December 29, 2017. The Appointed Date of the Scheme was April 01, 2016.

The members are informed that Roto Power Private Limited (“RPPL”) filed a winding up petition no. 150/2016 against Religare Support Services Limited (“RSSL”), formerly known as (REL Infrafacilities Limited) on December 17, 2015 alleging recovery of Rs.72,05,937 (Rupees Seventy Two Lakhs Five Thousand Nine Hundred Thirty Seven Only) which RPPL claims to be due for payment for services provided by it under agreements/arrangement between the RPPL and RSSL. RSSL invoked arbitration against RPPL under a service provider agreement entered into between RPPL and RSSL for an aggregate claim amount of Rs.1.09 Cr. Pursuant to Scheme, RSSL merged into the Company. Clause 18 of the Scheme provides that on and from the April 1, 2016 being the Appointed Date, all suits, actions, claims and legal proceedings by or against the Transferor Companies pending and/or arising on or before the Effective Date being December 29, 2017 shall be continued and / or enforced as desired by the Transferee Company and on and from the Effective Date, shall be continued and / or enforced by or against the Transferee Company as effectually and in the same manner and to the same extent as if the same had been originally instituted and/or pending and/or arising by or against the Transferee Company. In view of the provisions of the scheme of arrangement, the winding up petition referred to above shall continue against the Company.

REGULATORY UPDATES

During the year under review, your Company was subject to various inspections / investigations by the Regulatory / Government authorities as under:

Reserve Bank of India ("RBI”)

RBI conducted an ad-hoc inspection of the Company under section 45N of the Reserve Bank of India Act, 1934 in the month of January 2018. Further, thereafter in the month of July 2018 an inspection was again carried out by the RBI for the records of the Company for the FY 2017-18. The Company is yet to receive the final reports of RBI on these inspections.

Securities and Exchange Board of India ("SEBI”)

The Company has received a Summons dated February 22, 2018 from the SEBI inter-alia requesting the Company’s cooperation in relation to an investigation in the matter of Company. SEBI has asked the Company to provide factual data and information pertaining to the Company, its associates and subsidiaries. The Summons is issued only for seeking information from the Company which is being provided and and there are no accusations or any observations made against the Company. SEBI has also appointed an external agency for carrying out the further investigation to which the Company is providing the requisite information.

Serious Fraud and Investigations Office (“SFIO”)

The Company has received a letter dated February 28, 2018 from the SFIO, Ministry of Corporate Affairs (“MCA”), Government of India, intimating the Company that the MCA has ordered an investigation into the affairs of the Company by the SFIO. The Letter is issued only for seeking information from the Company which is being provided and there are no accusations or any observations made against the Company or any other companies. Vide letter dated May 30, 2018, SFIO sought further information in the matter which has been provided by the Company.

EQUITY SHARE CAPITAL

Consequent to the Scheme getting effective on December 29, 2017 as stated above, the Authorized Share Capital of the Company was increased from Rs.350,00,00,000/- (Rupees Three Hundred and Fifty Crores only) divided into 25,00,00,000 (Twenty Five Crores) Equity Shares ofRs.10/- (Rupees Ten only) each and 10,00,00,000 (Ten Crores) Redeemable Preference Shares of Rs.10/- (Rupees Ten only) each to Rs.816,45,00,000/- (Rupees Eight Hundred Sixteen Crores Forty Five Lakhs only) divided into 65,44,50,000 (Sixty Five Crores Forty Four Lakhs and Fifty Thousand) Equity Shares ofRs.10/- (Rupees Ten only) each and 16,20,00,000 (Sixteen Crores Twenty Lakhs) Redeemable Preference Shares ofRs.10/- (Rupees Ten only) each.

During the year under review, the Company has allotted 120,750 equity shares under ESOP scheme 2006 on May 19, 2017. Post allotment the issued, subscribed and paid up equity share capital of the Company was increased from Rs.178,33,44,980/- (Rupees One Hundred Seventy Eight Crores Thirty Three Lakhs Forty Four Thousand Nine Hundred and Eighty only) to Rs.178,45,52,480/-(Rupees One Hundred Seventy Eight Crores Forty Five Lakhs Fifty Two Thousand Four Hundred and Eighty only).

The issued, subscribed and paid up equity share capital as on March 31, 2018 is Rs.178,45,52,480/-consisting of 17,84,55,248 (Seventeen Crores Eighty Four Lakhs Fifty Five Thousand Two Hundred and Forty Eight) equity shares ofRs.10/- (Rupees Ten only) each.

Subsequent to the end of Financial Year, on April 19, 2018, the Company has allotted 111,497,914 convertible warrants at a price of Rs.52.30 each on a preferential basis to various entities/persons entitling them to subscribe to an equivalent number of equity shares of face value ofRs.10/- each at a premium ofRs.42.30 per share as per provisions of Chapter VII of ICDR Regulations.

Thereafter, the Company allotted 38,24,091 equity shares on May 29,2018,4,54,556 equity shares on June 29,2018,127,46,974 equity shares on July 26, 2018 and 18,00,000 equity shares on July 30, 2018 upon the exercise of rights for conversion of warrants into equity shares by six warrant holders to whom warrants were allotted on April 19, 2018.

Consequently, the paid up equity share capital of the Company has been increased from Rs.178,45,52,480/- (Rupees One Hundred Seventy Eight Crores Forty Five Lakhs Fifty Two Thousand Four Hundred and Eighty only) to Rs.1,972,808,690/- (Rupees One Hundred and Ninety Seven Crores Twenty Eight Lakhs Eight Thousand Six Hundred and Ninety) comprising of 197,280,869 equity shares ofthe face value ofRs.10/- each .

During the financial year under reporting, no funds were raised by way of public issue, rights issue, preferential issue etc. by stating any object in the offer document or explanatory statement to the notice for the general meeting. Therefore, no explanation is required to be given in this report pursuant to Regulation 32(4) of SEBI LODR Regulations. However, the process of Preferential Issue of Convertible warrants by the Company was initiated during the financial year, the proceeds from which were received by the Company subsequent to the end of the financial year. The complete details of said issue are provided in the Major Events section of this report.

NON-CONVERTIBLE DEBENTURES

During the period under review, your Company made a scheduled redemption of 1,361 Non-Convertible Debentures of face value of Rs.1,000,000/- each on June 30, 2017, allotted under ISIN INE621H07017.

On August 28, 2017, the Company has allotted 300 Zero coupon Unsecured Unrated Unlisted Non-Convertible Redeemable Non-Convertible Debentures (“NCDs”) of face value ofRs.1,000,000/- each having 11% yield and maturity of 15 months on a private placement basis to one of its then existing wholly-owned subsidiary i.e. Religare Securities Limited (“RSL”). However, said NCDs got cancelled upon the merger of the said wholly owned subsidiary RSL into the Company pursuant to the Composite Scheme of Arrangement as explained elsewhere in this report.

Interest on all outstanding non-convertible debentures was duly paid on time. There are no outstanding non-convertible debentures as on date.

PUBLIC DEPOSITS

Your Company has neither invited nor accepted any deposits from public within the meaning of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 during the period under review.

ANNUAL RETURN

The Annual Return extract in Form No MGT 9 as required to be prepared in terms of Section 92(3) of the Act is being uploaded on website ofthe Company and can be accessed through the link http://www.reliaare.com/Annual-Returns.aspx

CAPITAL ADEQUACY

Your Company is registered with the Reserve Bank of India (“RBI”)¹ as a Non-Deposit Taking Systemically Important Core Investment Company (“CIC-ND-SI”) vide Certificate No. N-14.03222 dated June 03, 2014. The Company primarily functions as an investment holding company with more than 90% of its total assets consisting of investments in shares of subsidiary companies/ joint venture companies.

As a CIC-ND-SI, the Company is required to -

a. maintain minimum Adjusted Net Worth of 30% of its aggregate risk weighted assets on balance sheet and risk adjusted value of off-balance sheet items as on the date of the last audited balance sheet as at the end of the financial year; and

b. restrict the outside liabilities up to 2.5 times of its Adjusted Net Worth as on the date of the last audited balance sheet as at the end ofthe financial year.

The Company is in compliance with the abovementioned requirements as at March 31, 2018.

RELIGARE EMPLOYEES STOCK OPTION SCHEMES - 2006, 2010 & 2012

Nomination and Remuneration Committee of the Board of Directors of the Company, inter alia, administers and monitors the Employees’ Stock Option Schemes of the Company in accordance with the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 (erstwhile Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999) (‘the SEBI Guidelines’). Details as required under the SEBI Guidelines, for Religare Employees Stock Option Scheme 2006, Religare Employees Stock Option Scheme 2010 and Religare Employees Stock Option Scheme 2012 have been uploaded on the website of the Company and can be accessed through the link http://www.reliaare.com/Emplovee-Stock-Qption-Schemes.aspx.

During the year under review, the Religare Enterprises Limited Employees Stock Option Scheme, 2006, which became effective on 15^th November, 2006 was terminated w.e.f. June 29, 2017as per the terms of the said scheme.

There is no other material change in the ESOP schemes ofthe Company during the year.

Certificate from Auditors confirming that schemes have been implemented in accordance with the SEBI Regulations will be placed at the forthcoming Annual General Meeting of the Company for inspection by the members.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) ofthe Act and Regulations 16 SEBI LODR Regulations.

Following changes occurred in the directorships I key managerial positions (KMP) ofthe Company during the FY 2017-18:

Sr. No.	Name of Director / Key Managerial Personnel	Particulars of Change (Appointment / Resignation/Others)	Effective Date of change
1	Mr. Ravi Mehrotra	Resigned as Non-Executive Director	April 12, 2017
2	Mr. Monish Kant Dutt	Resigned as Nominee Director - International Finance Corporation	April 24, 2017
3	Mrs. Sangeeta Talwar	Resigned as Non-Executive Independent Director	July 28, 2017
4	Mr. Sunil Godhwani	Resigned as Whole Time Director of the Company	September 06, 2017
5	Mr. Virendra Kumar Madan	Resigned as Non-Executive Director	September 29, 2017
6	Mrs. Sabina Vaisoha	Appointed as Non-Executive Independent Director	October 04, 2017
7	Mr. Malvinder Mohan Singh	Stepped down as Non-Executive Chairman of the Company but continues as Non-Executive NonIndependent Director on the Board	November 14, 2017
		Resigned as Non-Executive Director	February 14, 2018
8	Mr. Rashi Dhir	Resigned as Non-Executive Independent Director	November 14, 2017
9	Mr. Subramanian Lakshminarayanan	Appointed as Executive Chairman of the Company & designated as KMP	November 14, 2017
		Ceased to be Executive Chairman and Director, pursuant to resignation	January 22, 2018
10	Mrs. Kishori Udeshi	Appointed as Non-Executive Independent Director	November 14, 2017
		Ceased to be Non-Executive Independent Director, pursuant to resignation	January 22, 2018
11	Mr. Francis Daniel Lee	Appointed as Executive Director	November 17, 2017
		Re-designated from Executive Director to NonExecutive Director	January 24, 2018
		Resigned as Non-Executive Director	February 13, 2018
12	Mr. Avinash Chander Mahajan	Resigned as Non-Executive Independent Director	November 29, 2017
13	Mr. Ashok Mehta	Appointed as Non-Executive Independent Director	January 24, 2018
14	Mr. Krishnan Subramanian	Appointed as CFO and designated as KMP	November 14, 2017
		Stepped down from position of CFO and elevated as Whole Time Director in capacity of Director-Finance	January 24, 2018
15	Mr. Harpal Singh	Resigned as Non-Executive Director	January 24, 2018
16	Mr. Tejpreet Singh Chopra	Resigned as Non-Executive Independent Director	January 30, 2018
17	Mr. Shivinder Mohan Singh	Resigned as Non-Executive Director and ViceChairman of the Company	February 14, 2018

18	Mr. Vikram Talwar	Appointed as Non-Executive Independent Director	February 17, 2018
19	Mr. P. Vijaya Bhaskar	Appointed as Non-Executive Independent Director	February 17, 2018
20	Mr. Maninder Singh	Resigned as Group CEO	November 14, 2017
21	Mr. Anil Saxena	Resigned as Group CFO	November 14, 2017
22	Mr. Mohit Maheshwari	Stepped down as Company Secretary and Compliance Officer	November 14, 2017
23	Mrs. Reena Jayara	Appointed as Company Secretary and Compliance Officer	November 17, 2017

Further, the Board of Directors in its meeting held on February 17, 2018 has also approved the following appointments subject to RBI approval and effective date of same will be the date on which RBI approves the appointment:

Sr. No.	Name of Director	Designation
1	Mr. Siddharth Mehta	Appointed as Non-Executive Non-Independent Director, subject to the approval of RBI
2	Mr. Ashok Mehta	Appointed as Whole-time Director and Interim CEO, subject to the approval of RBI

Following changes occurred in the directorships / key managerial positions (KMP) of the Company subsequent to the end of the financial year

Sr. No.	Name of Director	Particulars of Change (Appointment / Resignation/Others)	Effective Date of change
1	Mr. Ashok Mehta	Resigned as Independent Director & appointed as an Interim CEO (without being on the Board)	April 17, 2018
2	Mr. P. Vijaya Bhaskar	Ceased to be Independent Director of the Company due to sudden and sad demise	May 04,2018
3	Mrs. Vijayalakshmi Rajaram Iyer	Appointed as Non-Executive Independent Director	May 08, 2018
4	Mr. Deepak Ramchand Sabnani	Resigned as Non-Executive Independent Director	May 18, 2018
5	Mr. Malay Kumar Sinha	Appointed as Non-Executive Independent Director	May 28, 2018
6	Mr. Padam Narain Bahl	Resigned as Non-Executive Independent Director	June 04, 2018
7	Mr. Rama Krishna Shetty	Resigned as Non-Executive Independent Director	June 30, 2018
8	Mr. Ashok Mehta	Being Interim CEO, appointed as KMP in place of Mr. Krishnan Subramanian	May 16, 2018
9	Mr. Sushil Chandra Tripathi	Appointed as Non-Executive Independent Director	August 01, 2018

Mrs. Sabina Vaisoha, Mr. Vikram Talwar, Mrs. Vijayalakshmi Rajaram Iyer, Mr. Malay Kumar Sinha, Mr. Krishnan Subramanian and Mr. Sushil Chandra Tripathi hold office up to the date of the ensuing Annual General Meeting. The Company has received requisite notices in writing from member(s) of the Company proposing the candidature of Independent Directors of the Company and other Executive Director(s) of the Company.

Brief resume and other details relating to the directors, who are to be appointed/ re-appointed as stipulated under Regulation 36(3) of the SEBI LODR Regulations and Secretarial Standards issued by ICSI, are furnished in the Notice of Annual General Meeting forming part of the Annual Report.

BOARD EVALUATION

Pursuant to the provisions of the Act and SEBI LODR Regulations, the Board is required to carry out an annual performance evaluation of its own performance, the performance of the directors individually as well as the evaluation of the working of its Committees.

However, during the year under review there have been many changes in the composition of the Board of Directors of the Company so much so that the majority of the Directors on the Board at the time of carrying the evaluation exercise were newly appointed. The evaluation exercise for FY 2017-18 was initiated by the Company but same could not be completed as the Board decided that considering the short span of the current directors on the Board of the Company, they are not in a position to complete the evaluation exercise forfunctioning the Committees, Board as a whole and individual directors. Accordingly, the performance evaluation exercise was deferred which will be done in current year. The Board has also reviewed the current Board Evaluation Policy of the Company.

REMUNERATION POLICY

Remuneration Policy formed by the Board on the recommendation of the Nomination and Remuneration Committee is in place for selection and appointment of Directors, Key Managerial Personnel and their remuneration as well as policy on other employees’ remuneration. The Remuneration Policy is stated in the Corporate Governance Report. The relevant Policy(ies) have been uploaded on the website of the Company and can be accessed through the link http://www.reliaare.com/pdf/Directors Appointment and Remuneration Policv.pdf

BOARD/COMMITTEE COMPOSITION AND MEETINGS

A calendar of meetings is prepared and circulated in advance to the Directors. The details of composition of Board and Committee and their meetings held during the year are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Act and the SEBI LODR Regulations.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

In compliance with Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has established a Corporate Social Responsibility (CSR) Committee. The CSR Committee has formulated and recommended to the Board, a CSR Policy indicating the activities to be undertaken by the Company, which has been approved by the Board. The strategic intent was to adopt a unified cause across the Religare Group and hence the CSR policy and program to be supported was cascaded across all Group entities.

The belief and philosophy of the group is that being a responsible corporate citizen, it would strive to bring about overall positive impact in societies/local communities. The group has identified provision of healthcare assistance, and health and wellness related awareness relevant to the local underprivileged /marginalized communities as the areas offocus for CSR objectives.

Earlier, the group had engaged the Fortis Charitable Foundation (“FCF”) as its implementation partner to pursue and drive the identified agenda/programs. However, subsequent to the end ofthe financial year under review, the Board of Directors reviewed the engagement with FCF and decided to terminate the same. The Company will be looking for a new agency for undertaking the CSR activities of the group.

For the year ended March 31, 2018, the Company was not required to spend amount under CSRfor FY 2017-18 as prescribed under Section 135 of the Act.

Annual Report on CSR in the format prescribed in Companies (Corporate Social Responsibility) Rules, 2014 is attached as ‘Annexure A”.

AWARDS & RATINGS

The company and its subsidiaries have received the following awards and recognitions during the period under review -AWARDS

- Religare Health Insurance Co. Ltd. : ‘Bancassurance Leader ofthe Year’ - The Insurance India Summit & Awards 2018

- Religare Health Insurance Co. Ltd.: ‘Best Claims Service Provider of the Year’ - The Insurance India Summit & Awards 2018

- Religare Health Insurance Co. Ltd.: ‘Bronze Skoch Award’ in the Micro Insurance Category for ‘Grameen Swaasthya Suraksha’

- Religare Health Insurance Co. Ltd.: “India’s Most Preferred Travel Insurance Product’ for the Product - Explore ‘India’s Most Preferred Travel & Tourism Brands’

- Religare Broking Ltd. : ‘Pension Champion Trophy’ for achieving targets under the National Pension System (NPS) campaign (Non- Bank Category)

- Religare Securities Ltd. : ‘NSDL Star Performer Awards - 2017’ Top Performer in New Account Opened (Non- Bank Category)

- Religare Commodities Ltd. : ‘Krishi Pragati Award, 2017’ by NCDEX for Outstanding Contribution’ in NCDEX Agri

- Mr. Jayant Manglik, President- Retail Distribution, Religare Securities Ltd. : ‘Top Equity Personality of the Year Award’ - BSE COMMODITY EQUITY OUTLOOK (CEO) Weekend Awards 2017

- Religare Commodities Ltd. : ‘Skoch BSE Award - Order of Merit, 2017’ under the category Training and Innovation’

- Religare Finvest Ltd. : ‘Great Place to Work-Certified™’ by the Great Place to Work® Institute

- Religare Finvest Ltd. : ‘CIBIL Commercial Bureau Data Quality Award 2017’ underthe NBFC’ category

RATINGS

In July 2017, India Ratings & Research Private Limited (‘Ind-Ra’, a Fitch Group Company) revised the Long Term Issuer Rating and the rating for the Company’s secured redeemable non-convertible debentures to “IND A/Watch Negative”, while the rating for the Company’s short term debt was revised to “IND A”. Ind-Ra stated that the rating downgrade reflected revision in ratings of REL’s principal operating subsidiary, RFL. Further, the Company has voluntarily withdrawn the rating assigned to the Company’s Commercial Paper/Short Term Debt by ICRA Limited as there was no amount outstanding against the rated instrument.

In January 2018, Ind-Ra further downgraded the Long Term Issuer Rating to “IND BBB-/ Rating Watch Negative” for the Company. Ind-Ra attributed the downgrade to the downgrade in ratings of RFL.

Following the downgrade of the Company’s issuer rating, ratings for specific issuances of the Company were downgraded by Ind-Ra:

- The Company’s Rs.176 cr. secured redeemable non-convertible debentures: “IND BBB-/ Rating Watch Negative”.

- The Company’s Short Term Debt Facility/Commercial PaperofRs.50 cr.: “IND A3/ Rating Watch Negative”.

However, the Company has no outstanding NCDs as on March 31,2018or thereafter till the date of adoption of this report.

LISTING ON STOCK EXCHANGES

The Equity Shares ofthe Company are listed on National Stock Exchange of India Limited and BSE Limited. The annual listing fees for the year 2018-19 have been paid to both the Stock Exchanges.

STATUTORY DISCLOSURES

None of the Directors of your Company is disqualified as per provision of section 164(2) of the Act. The Directors of the Company have made necessary disclosures, as required under various provisions of the Act and the SEBI LODR Regulations.

CONSOLIDATED FINANCIAL STATEMENTS

As required underthe Regulation 34 of SEBI LODR Regulations and Section 129(3) of the Act, consolidated financial statements of the Company and its subsidiaries are attached to the Annual Report. The consolidated financial statements have been prepared in accordance with Accounting Standard 21, Accounting Standard 23 and Accounting Standard 27 issued by The Institute of Chartered Accountants of India. The audited consolidated financial statements together with Auditor’s Report forms part of the Annual Report.

In terms of the tripartite agreement between the Company, Religare Capital Markets Limited (“RCML”, a subsidiary of the Company) and RHC Holding Private Limited (“RHCPL”), severe long term restrictions have been imposed on RCML. The financial statements of RCML and its subsidiaries have been excluded from the consolidated financial statements of the Company w.e.f. October 01, 2011, in accordance with Para 11(b) ofAccounting Standard-21 - ‘Consolidated Financial Statements’ (“AS-21”), and the investment held by the Company in equity and preference share capital of RCML has been accounted for as long term investment in accordance with Accounting Standard-13 - ‘Accounting for Investments’ in compliance with Para 23 of AS-21.

Therefore, the Consolidated Financial Statements presented by your Company, pursuant to AS-21 includes financial information of all its subsidiaries, excluding RCML and RCML’s subsidiaries, have been duly audited by the Statutory Auditors and the same is published in your Company’s Annual Report.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

Even though operations of the Company are not energy intensive, the management has been highly conscious of the importance of conservation of energy and technology absorption at all operational levels and efforts are made in this direction on a continuous basis. In view of the nature of activities which are being carried on by the Company, the particulars as prescribed under Section 134(3)(m) of the Act read with rule 8 of the Companies (Accounts) Rules, 2014 regarding Conservation of Energy and Technology Absorption are not applicable to the Company and hence have not been provided.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has incurred expenditure of Rs.1.23 crore (previous year: Rs.0.24 crore) in foreign exchange and earned Nil (previous year: nil) in foreign exchange during the year under review on a standalone basis.

MAINTAINANCE OF COST RECORDS

The Company is in the financial services industry. In view of the nature of activities which are being carried on by the Company, the maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Act is not applicable on the Company and hence such accounts and records are not maintained.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

Amount of Rs.208,918/- lying unpaid in the Unpaid Dividend Account of the Company in respect of dividend declared in year 2010 and not claimed within seven years from the date of transfer to the Company’s Unpaid Dividend Account, which was due to be transferred to the fund on April 08, 2017, has been transferred to the Investor Education and Protection Fund, pursuant to Section 125 ofthe Act on April 21, 2017.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of their knowledge and ability, confirm that:

(a) in the preparation of the annual financial statements for the year ended March 31, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures ;

(b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for that period;

(c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; ;

(d) they have prepared the annual accounts on a going concern basis ;

(e) they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively; and

(f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

CORPORATE GOVERNANCE

The Company is committed to uphold the highest standards of Corporate Governance and adhere to the requirements set out by the Securities and Exchange Board of India.

The Company’s Board has taken various steps to enhance the corporate governance and compliance at group level which encompasses from change in top management including appointment of a new interim CEO and Group Compliance Head at REL level to re-organization of Boards of subsidiaries of the Company.

A detailed report on Corporate Governance along with the Certificate of M/s Sanjay Grover & Associates, Company Secretaries confirming compliance with conditions of Corporate Governance as stipulated in Part C of Schedule V of the SEBI LODR Regulations forms integral part of this Report.

The members may please note that for the financial year ended March 31, 2017 finalisation of annual audited accounts had taken more than anticipated time. Hence, the Company was not able to declare its audited financial results within the prescribed timelines under SEBI LODR Regulations. The Company declared its audited financial results on June 29, 2017.

Further, BSE & NSE vide their respective letters dated June 15,2017 had levied a fine ofRs.2,142,841 and Rs.1,863,345 respectively as on June 15,2017on the Company for non-compliance of Regulation 33 of SEBI LODR Regulations, 2015by not submitting its audited financial results within 60 days from end of financial year ended March 31,2017. The Company has paid the fines.

NSE further vide its letter dated October 06, 2017 raised the demand for balance fine of Rs.70,000 which was paid on October 13, 2017.

Members are also apprised that NSE & BSE vide their respective communications dated June 15, 2018 & June 18, 2018 respectively levied the fine ofRs.5,000/- and 5,900/- respectively for delayed submission offinancials for the period ended March 31, 2018 by one day. In view ofthe fact that the meeting ofthe Board of Directors to consider and approve the Audited Financial Results for the FY 2017-18 held on May 30, 2018 commenced at 10:30 a.m. on May 30, 2018 and ended at 2.30 a.m. on Thursday, May 31,2018, the Company has requested to waive off the fine imposed on the Company by condoning the marginal delay of approximately three hours in submission of the Audited Annual Financials. The Company is yet to receive any further communications from the exchanges in the matter.

The members may please also note that the Board of Directors of the Company had formulated and approved a Dividend Distribution Policy (“the Policy”) pursuant to the requirement under the SEBI (Listing Obligations and Disclosure Requirement) (Second Amendment) Regulations, 2016 in its meeting held on October 26, 2016. Same was uploaded on the website of the Company i.e. http://www.reliaare.com/pdf/Rel Dividend PolicvNov2016.pdf. However, Company inadvertently missed to make a reference of the Policy in its Annual Report for the year ended March 31, 2017. Accordingly, the Company is issuing a corrigendum to the Annual Report 2017 giving intimations to the shareholders about the placement ofthe Policy on the website of the Company.

AUDITORS

M/s S.S. Kothari Mehta & Co., Chartered Accountants, (Firm Registration No. 000756N), were appointed as statutory auditors of the Company by the shareholders at the 33rd Annual general Meeting of the Company (“AGM”) held on September 21,2017, to hold office for a period of five consecutive years commencing from the financial year 2017-18 i.e. from the conclusion of 33rd AGM until the conclusion of the 38th AGM of the Company to be held in the year 2022 (subject to the ratification of appointment ateveryAGM as perprovisions ofSection 139(1)ofthe Act).

However, in accordance with the Companies Amendment Act, 2017, enforced on May 07, 2018 by Ministry of Corporate Affairs, the appointment of Statutory Auditors is not required to be ratified at every Annual General Meeting.

AUDITORS’ REPORT

Management’s response on the Statutory Auditors’ Qualification I Comments on the Company’s standalone financial statements

a. Qualification in the report on internal financial controls regarding:

(i) material weakness in Internal Financial Control over Financial Reporting in the credit evaluation process in respect of Corporate Loans;

As a strategy the management has decided not to extend any further loans under Corporate Loan Book

(ii) Review of process of identification and updatation of documentation of Micro Small & Medium Enterprises as MSMED Act 2006 and Information Technology General Control;

Management has identified the gaps. The systems and processes have already been implemented to identify and categorize the vendors under MSMED Act 2006.

(iii) Strengthening of internal control process in respect of process of initiating payment accounting entries and closure of outstanding entries in Bank Reconciliation Statements:

Management has identified the gaps. The systems and processes are being implemented to mitigate the pendency of overdue open items, if any in Bank Reconciliation Statements.

Management’s response on the Statutory Auditors’ Qualification I Comments on the Company’s consolidated financial statements

a. Qualification pertaining to Lakshmi Vilas Bank adjusting the fixed deposits of Religare Finvest Ltd., subsidiary of the Company (RFL): RFL had made certain fixed deposits with Lakshmi Vilas Bank (“LVB”) in November 2016 and January 2017. LVB vide its letter dated 7th February 2018 had confirmed fixed deposits ofRs.79,144.77 Lakhs to RFL. RFL received a letter dated February 9, 2018 from LVB purporting to allude to certain loans disbursed by LVB to third parties allegedly in consideration of security of the RFL’s Fixed Deposits (“FDs”) with LVB. By means of this letter, LVB also purported to call upon RFL to execute the security documentation in connection with the alleged loans.

Vide RFL’s letter dated February 16, 2018, LVB was expressly informed that not only RFL was not party to any loans that were allegedly sanctioned or granted by LVB to any third party, as also that no authorization, sanction or approval had ever been provided by RFL to LVB permitting the creation of any security or encumbrance of the FDs for any third party loans or borrowings. LVB was also forewarned that any attempt to subject the FDs to illegal encumbrance would not only be violative of RFL’s rights, but also constitute deliberate contempt by LVB of the Order dated January 5, 2018 passed by the Hon’ble Delhi High Court, a copy ofwhich was served on LVB vide Legal notice dated February 16, 2018.

While things stood thus, RFL came to be in receipt of a copy of the letter dated April 24, 2018 addressed by LVB to the statutory auditors of RFL that LVB had “closed the said deposits on 20.02.2018 to liquidate the loans availed” by third parties. This was contrary to the confirmation received by the Statutory Auditors in November 2017 via email confirming the fixed deposits. RFL has now filed a suit for recovery of the Fixed Deposit amounts aggregating Rs.79,144.77 Lakhs appropriated by LVB before the Hon’ble Delhi High Court.

b. Qualification pertaining to Corporate Loan Book of Religare Finvest Ltd., subsidiary ofthe Company (RFL): RFL has an exposure of Rs.203,670 Lakhs towards the Corporate Loan Book. RBI has raised concerns in the past about the credit worthiness of the borrowers, credit appraisal and loan sanctioning mechanism followed by RFL in respect of this book. The management of RFL has reviewed the portfolio and the financial reports of the borrowers to determine the recoverability of the said loans.

As a part of the recovery process, RFL has already issued legal notices to the borrowers and has initiated corporate insolvency resolution process under Insolvency and Bankruptcy Code, 2016 against the said entities forming part of Corporate Loan Book of RFL. RFL has also appointed a law firm of repute to undertake a detailed diligence on this loan book. Post submission of the report and the steps outlined for recovery, RFL intends to pursue all legal means for recovering the loans.

In the interim based on the security available, maturity dates ofthe loans, recovery steps instituted and the financial reports ofthe borrowers, the RFL, on a prudent basis, made a provision ofRs.101,285.00 Lakhs against this portfolio.

c. Disclaimer of opinion in the report on internal financial controls pertaining to RFL

(i) Material weakness in Internal Financial Control over Financial Reporting in the Credit evaluation process in respect of Corporate Loan Book and loan against property & shares;

As a strategy RFL management has decided not to extend any further loans under Corporate Loan Book and loan against shares. Further, adequate controls exist for loans granted under Loans against property (SME-Secured Loans) and Loans against shares. As a matter of fact, during FY 2017-18, a total ofRs.94 Crores of SME secured loans were disbursed. No loan against shares was disbursed during FY 2017-18.

(ii) Updated documentation for Micro Small & Medium Enterprises as MSMED Act 2006 and control over Information Technology General Controls; RFL Management has identified the gaps. The systems and processes have already been implemented to identify and categorize the vendors under MSMED Act 2006.

(iii) Strengthening of internal control process in respect of regular updation of risk control matrix, comprehensiveness for coverage of all process: RFL management has identified material weaknesses in Internal Financial Control over Financial Reporting in respect of certain specific segments and steps have been taken to strengthen controls and design a robust evaluation process.

SECRETARIAL AUDITOR REPORT

As per provisions of Section 204 of the Act, the Board of Directors of the Company has appointed M/s P I & Associates as the Secretarial Auditor of the Company to conduct the Secretarial Audit. The Secretarial Audit Report for the financial year ended March 31, 2018, is annexed to this Report. Management comments on qualifications given by auditors in the report are as follows:

(a) Non-compliance with Secretarial Standards issued by The Institute of Company Secretaries of India: The Company has complied with Secretarial Standards except in few cases where draft and signed minutes were circulated to the Board members beyond prescribed timelines due to frequent changes at Board and management level during year under review. The management will take steps to ensure that same is not repeated in future.

(b) Non-disclosure of Dividend Distribution Policy in Annual Report 2016-17: The Company inadvertently missed to make a reference of the Policy in its Annual Report for the year ended March 31, 2017. Accordingly, the Company is issuing a corrigendum to the Annual Report 2017 giving intimations to the shareholders about the placement of the Policy on the website of the Company along with address.

(c) Delayed submission of audited financial results to Stock Exchanges for the quarter and year ended March 31, 2017 : For financial year ended March 31, 2017, finalisation of annual audited accounts has taken more than anticipated time. Hence, the Company was not able to declare its audited financial results within the prescribed timelines under SEBI Listing Regulations. The Company declared its audited financial results on June 29, 2017. Further, BSE & NSE vide their letter dated June 15, 2017 had levied a fine ofRs.2,142,841 and Rs.1,863,345 respectively as on June 15, 2017 on the Company for non-compliance of Regulation 33 of SEBI Listing Regulations, 2015 by not submitting its audited financial results within 60 days from end of financial year ended March 31, 2017. The Company has paid the fine. NSE further vide its letter dated October 06, 2017 raised the demand for balance fine ofRs.70,000 which was paid on October 13, 2017.

(d) Appointment of CFO : The office of CFO became vacant on January 24, 2018. The Company was required to appoint CFO within six months i.e. by July 23, 2018. The Company is actively searching for suitable candidate for office of CFO with vast and diversified rich experience in the financial services sector and shall appoint the same at the earliest to meet the statutory requirements of the Act.

PARTICULARS OF INVESTMENTS, LOANS AND GUARANTEES

The Company, being an NBFC, is exempted from the provisions of Section 186 [except sub-section (1)] ofthe Act. Accordingly, details of particulars of loans, guarantees or investments as required to be provided as per Section 134(3)(g) of the Act are not provided.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arm’s length basis and were in the ordinary course of business. There are no materially significant related party transactions entered by the Company with related parties which may have a potential conflict with the interest of the Company.

All Related Party Transactions are placed before the Audit Committee for approval as per the Related Party Transactions Policy of the Company as approved by the Board. The policy is also uploaded on the website of the Company & can be accessed through the link http://www.reliaare.com/pdf/ReliaareRPTPolicv Mav16.PDF

Since all related party transactions that were entered into during the financial year were on an arm’s length basis and were in the ordinary course of business and there was no material related party transaction entered by the Company during the year as per Related Party Transactions Policy, no details are required to be provided in Form AOC-2 prescribed under clause (h) of sub-section (3) ofsection 134 ofthe Act and Rule 8(2) ofthe Companies (Accounts) Rules, 2014.

The details of the transactions with related parties are provided in the notes to accompanying standalone financial statements.

RISK MANAGEMENT

The Board of Directors of the Company has constituted a Risk Management Committee, which is responsible for framing, implementing, monitoring and periodically review the effectiveness of the risk management plan and make appropriate changes as and when necessary. The details of the Committee are set out in the Corporate Governance Report forming part of the Board’s Report.

The Company / REL is not an operating company and therefore major risk lies with management and operation of its subsidiary / group companies. The Company being an investment holding company, has a comprehensive Risk Management framework and overarching Risk Management policy, which is adopted by each of the key subsidiaries while formulating their Risk Policy. Risk Management Policy is aimed at identification, evaluation, mitigation, monitoring and reporting of identifiable risks. Respective functional head and/or risk management department of subsidiaries are responsible for implementation of the Risk Management system and maintenance of record of risk and mitigation plan in Risk & Control Matrix (RCM), which is tested and updated periodically. Therefore, the risk framework defines the risk management approach across the enterprise at various levels including documentation and reporting. The framework has different risk models which help in identification of risks and their classification in High, Medium and Low categories on the basis of likelihood, impact and velocity..

The subsidiary company’s Risk Management Committee authorized by the respective Board, or in its absence the respective Audit Committee, reviews the risk management policy and appropriateness of systems and controls in this regard and submits its report to the Risk Management Committee of your Company on periodical basis.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has a vigil mechanism named Whistle Blower Policy to deal with instance of unethical practices, fraud and mismanagement or gross misconduct by the employees of the Company, if any, that can lead to financial loss or reputational risk to the organization. The details ofthe Whistle Blower Policy are explained in the Corporate Governance Report and also posted on the website of the Company & can be accessed through the link http://www.reliaare.com/pdf/Reliaare Whistle Blower Policy 10072018.pdf

In order to further strengthen the vigil mechanism, the Company has been doing the following activities at the group level:

1. In order to ensure awareness among the employees of the organization, the policy is explained in detail as part of the employee induction for new employees , the details are mentioned on the HR portal/ intranet, the policy is periodically circulated to all employees through e-mail and Electronic Direct Mailers (EDMs) giving specific details and ‘call to action’ are regularly circulated

2. Drop boxes have been kept at all major locations for employees to drop their complaints in the boxes During the year, no complaint pertaining to the Company was received under the Whistle Blower mechanism.

INTERNAL FINANCIAL CONTROLS AND INTERNAL CONTROL SYSTEM

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined in the comprehensive agreement with the internal audit agency, which is reviewed and approved by the Audit Committee of the Company and its respective subsidiaries. The Company has appointed M/s KPMG as the Internal Auditor of the Company as approved by the Audit Committee. KPMG also assist the Company and its key subsidiaries in testing and reporting of Internal Financial Controls (IFC) on quarterly basis through an integrated system of internal audit and IFC testing. To maintain its objectivity and independence, the Internal Auditor agency directly reports to the Audit Committee.

The Internal Auditor evaluates the efficacy and adequacy of the internal control system and internal Financial Controls in the Company, its compliance with operating systems, accounting procedures, policies and regulatory requirements at all locations of the Company and its subsidiaries. Based on the integrated report of internal audit function and IFC, process owners undertake corrective action in their respective areas and thereby strengthen the internal controls. Significant audit observations and corrective actions thereon along with IFC dashboard are presented to the Audit Committee on periodical basis.

HUMAN RESOURCES

This year has been a challenging year for a few Businesses and they have gone through high volatility during the year that has reflected in the organization’s capacity to perform to its potential. However, as part of our transformational effort, there have been positive changes at the Religare Board and Management level with greater focus being brought on corporate governance, compliance and service standards. We are well set to rebuild the institution and establish a strong platform from where we can offerourvalued customers, an integrated suite offinancial services.

Employees are our vital and most valuable assets. Over this period, we have developed a strong culture of transparency through constant employee communication. In order to boosts the employee morale, the organization has recognized the commitment, loyalty and contribution of its internal stakeholders. Our employee partnership ethos reflects the Company’s longstanding business principles with the prime focus to identify, assess, groom and build leadership potential for future.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT THE WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Work Place (Prevention, Prohibition and Redressal) Act, 2013 and rules made thereunder. An Internal Complaints Committee (ICC) is in place as per the requirements ofthe said Act to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. No case has been reported during the year under review.

PARTICULARS OF EMPLOYEES

The details required under Section 197(12) of the Act read with Rule 5(1) & 5(2) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are annexed as “Annexure B” to this report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant or material orders passed by the Regulators/Courts which would impact the going concern status ofthe Company and its operations in future.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION

There are no material changes and commitments adversely affecting the financial position of the Company which have occurred between the end ofthe financial year of the Company to which the financial statement relate (i.e. March 31, 2018) and as of date of the report i.e. August 01, 2018.

ACKNOWLEDGEMENTS

Your Directors would like to express their sincere appreciation for the co-operation and assistance received from the Company’s Bankers, Regulatory Bodies, Stakeholders including Financial Institutions and other business associates who have extended their valuable sustained support and encouragement during the year under review.

Your Directors also wish to place on record their deep sense of gratitude and appreciation for the commitment displayed by all executives, officers and staff at all levels of the Company during the year under review. Your Directors would also like to thank all shareholders for their continued faith in the Company and look forward to your continued support in the future.

By order of the Board of Directors

Religare Enterprises Limited

Sd/- Sd/-

Place: Gurugram Krishnan Subramanian Malay Kumar Sinha

Date: August 01,2018 Director-Finance Director

---

Mar 31, 2016

The Directors have pleasure in presenting this 32nd Annual Report on the business and operations of the Company together with Audited Financial Statements for the financial year ended March 31, 2016.

FINANCIAL RESULTS AND BUSINESS OPERATIONS

The highlights of standalone and consolidated financial results of the Company for the Financial Years 2015-16 and 2014-15 are as under:

STANDALONE CONSOLIDATED PARTICULARS (Rs. in Crore) (Rs. in Crore) 2015-16 2014-15 2015-16 2014-15

Total Income (Before Exceptional Items) 126.38 114.51 4,502.61 4,187.40

Total Expenditure 119.13 207.43 3,967.52 3,702.19

Profit/(Loss)Before Exceptional Items and Tax 7.25 (92.92) 535.09 485.21

Profit/(Loss) After Exceptional Items and Before Tax 99.47 (92.92) 281.81 485.21

Profit / (Loss) After Tax Before Minority Interest and Share 83.83 (103.51) 60.29 320.99 in Associate

Adjustment: Share of Profit Transferred to Minority - - (108.52) (167.52)

Share of Profit in Associates(Net) - - 0.57 0.33

Profit / (Loss) After Tax and Minority Interest and Share in 83.83 (103.51) (47.66) 153.80 Associate

Exceptional Items, net of tax 92.22 - (273.06) -

Profit/(Loss)for the year before Exceptional Items (8.39) (103.51) 225.40 153.80

(i) Consolidated Results

We recorded a ''Profit After Exceptional Items and Before Tax'' of Rs.281.81 crore, for Financial Year 2015-16 as compared to ''Profit After Exceptional Items and Before Tax'' of Rs.485.21 crore for Financial Year 2014-15. ''Loss After Tax, Minority Interest and Share in Associates'' was Rs.47.66 crore for Financial Year 2015-16 as compared to ''Profit After Tax, Minority Interest and Share in Associates'' of Rs.153.80 crore for Financial Year 2014-15. However, ''Profit Before Exceptional Items'' was Rs.225.40 crore for Financial Year 2015-16 as compared to Rs.153.80 crore for Financial Year 2014-15. Reported basic earnings per share decreased to Rs.(2.90) in Financial Year 2015-16 from Rs.8.56 in Financial Year 2014-15.

(ii) Standalone Results

We recorded a ''Profit After Exceptional Items and Before Tax'' ofRs.99.47 crore, for Financial Year 2015-16 as compared to Loss of Rs.92.92 crore for Financial Year 2014-15. ''Profit After Tax'' was Rs.83.83 crore for Financial Year 2015-16 as compared to Loss of Rs.103.51 crore for Financial Year 2014-15. ''Loss before Exceptional Items'' was Rs.8.39 crore for Financial Year 2015-16 as compared to Rs.103.51 crore for Financial Year 2014-15. Reported basic earnings per share increased to Rs.4.47 in Financial Year 2015-16 from ''(6.15) in Financial Year2014-15. Total expenditure is lower in financial year2015-16 due to decrease in borrowing costs.

(iii) Operating Performance of Businesses

In the Lending business, our subsidiary Religare Finvest Limited ("RFL"), which is focused on providing debt capital to the SME segment, grew as planned with disbursements of Rs.9,164 crore for the Financial Year 2015-16. With total loans and advances of Rs.18,118 crore as at March 31, 2016, growth of 26% overthe previous financial year, RFL continues to extend

its lead among leading NBFCs. RFL closed the year with revenue of Rs.2,528 crore and Profit After Tax ofRs.295 crore, growth of 17% and 15% respectively overthe previous financial year. RFL''s subsidiary Religare Housing Development Finance Corporation Limited ("RHDFC"), which focuses on providing loans in the affordable housing segment is gaining critical scale with total loans outstanding of Rs.829 crore as at March 31, 2016 and has expanded its network to 30 branches as at March 31, 2016 from 14 branches as at March 31, 2015.

Our Health Insurance business, Religare Health Insurance Company Limited ("RHICL") crossed Rs.500 crore of Gross Written Premium during the Financial Year 2015-16, a growth of 82% overthe previous financial year and loss has reduced to Rs.71 crore during the financial year from Rs.89 crore during the previous financial year. As at March 31, 2016, RHICL covered around 15 lakh lives through its 12 products spanning retail health, group health, excess of loss, maternity, travel insurance, personal accident and critical illness policies, and various riders. During the financial year, RHICL''s products received recognition from the Federation of Indian Chamber of Commerce and Industry ("FICCI") - the business received the FICCI Health Excellence Award for the category "Medical Insurance Products".

In the Capital Markets business, Retail Broking which comprises of Religare Securities Limited ("RSL"), Religare Commodities Limited ("RCL") and its subsidiaries reported revenue of Rs.469 crore and ProfitAfter Tax of Rs.23 crore, both marginally lower than the earlier year. Financial Year 2015-16 was in hindsight a year of consolidation as the market digested the smart gains made in the earlier year. RSL''s total traded volume was Rs.9.83 lakh crore in the current financial year compared to Rs.11.64 lakh crore in the previous financial year driven by the decline in the overall market turnover. Religare Wealth Management Limited ("RWML"), 100% subsidiary of RSL, is an open-architecture, advisory-led wealth management platform and performed as planned ending the financial yearwith total assets under management ofRs.4,055 crore as at March 31, 2016.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management''s Discussion and Analysis Report for the year under review detailing economic scenario and outlook, as stipulated under Schedule V of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 ("SEBI LODR Regulations") is presented in a separate section and forms integral part of this Report.

DIVIDEND AND RESERVES

In view of the losses in the Company, the Board of Directors has decided not to recommend any dividend for the financial year ended March 31, 2016. Since there were losses during the period and no dividend was declared, no amounts were transferred to reserves.

SUBSIDIARIES

As at March 31, 2016, your Company has 53 direct and indirect subsidiaries. During the year under review, there have been no material changes in the business of the subsidiaries. In terms of Section 129(3) of the Act, Company has prepared a statement containing the salient features of the Financial Statements of our subsidiaries in the prescribed format AOC-1 which is attached to the Consolidated Financial Statements of the Company. The said statement contains a report on the performance and financial position of each of the subsidiaries and hence is not repeated here for the sake of brevity. Further, the details of major subsidiaries of the Company and their business operations during the year under review are covered in the Management''s Discussion and Analysis Report.

During the year under review, the following companies ceased to be subsidiaries or associates of the Company:

1. AEGON Religare Life Insurance Company Limited (associate)

2. Religare Health Trust Trustee Manager Pte. Limited (subsidiary)

3. Empower Expertise Private Limited (subsidiary)

4. Big Vision Consultants Private Limited (subsidiary)

5. Value Quest Capital LLP (associate)

Further, during the year under review, Religare Comtrade Limited, a wholly- owned subsidiary of the Company has incorporated a wholly owned subsidiary named Religare Commodity DMCC in Dubai.

In terms of the tripartite agreement between the Company, Religare Capital Markets Limited ("RCML", a subsidiary of the Company) and RHC Holding Private Limited ("RHCPL"), severe long term restrictions have been imposed on RCML. The financial statements of RCML and its subsidiaries have been excluded from the consolidated financial statements of the Company w.e.f. October 01, 2011, in accordance with Para 11(b) of Accounting Standard-21 - ''Consolidated Financial Statements'' ("AS-21") and the investment held by the Company in equity and preference share capital of RCML has been accounted for as long term investment in accordance with Accounting Standard-13 - ''Accounting for Investments'' in compliance with Para 23 of AS-21.

Our subsidiary Religare Finvest Limited had acquired 70% equity share capital of Empower Expertise Private Limited ("Empower") and Big Vision Consultants Private Limited ("Big Vision") in settlement of an overdue loan and interest with an intent to sell such equity shares. As control on Empower and Big Vision was intended to be temporary in nature, the financial statements of these entities were not consolidated with the Company''s financial statements in accordance with AS-21.

Therefore, the Consolidated Financial Statements presented by your Company, pursuant to AS-21 includes financial information of all its subsidiaries, excluding RCML, RCML''s subsidiaries, Empower and Big Vision, duly audited by the Statutory Auditors and the same is published in your Company''s Annual Report.

MAJOR EVENTS

Exit from the Life Insurance JV

The Company had earlier expressed its intention to exit its life insurance joint venture, AEGON Religare Life Insurance Company Limited. Following receipt of necessary regulatory approvals, the Company on December 7, 2015 transferred its 44% stake in the JV to one of the other partners in the JV, Bennett Coleman & Co. Limited, a part of the Times Group, and thereby exited the JV. The total consideration received for the transaction was Rs.971.45 crore.

Exit from the India Asset Management business

The Company operated in the Asset Management business in India through its joint venture Religare Invesco Asset Management Company Pvt. Ltd. ("RIAMC") and Religare Invesco Trustee Company Pvt. Ltd. ("RITC"), in which the Company''s subsidiaries held 51% equity and the joint venture partner, Invesco Limited, a leading independent global asset management firm, held 49%. During the year, Invesco expressed its desire to raise its ownership of the business to 100% and the Company and its subsidiaries entered into a definitive agreement to sell their 51% stake in the business to Invesco. The transaction received all necessary regulatory approvals and was completed on April 7, 2016, i.e. after the completion of the financial year under review and accordingly, the financial impact of the sale will be accounted for in the financial year ending March 31, 2017.

Strategic review of and exit from the Global Asset Management business

The Company''s step-down subsidiary Religare Health Trust Trustee Manager Pte. Ltd., Singapore ("RHTTM"), part of the Global Asset Management vertical, acted as the Trustee-Manager of the Religare Health Trust ("RHT"), a Business Trust having its units listed on SGX. The assets underlying RHT were predominantly operated by the sponsor of RHT, i.e. Fortis Healthcare Limited ("Fortis") and therefore it was decided to align the ownership of RHTTM with Fortis. Accordingly, the Company''s subsidiary RGAM Investment Advisers Pvt. Ltd. which held 90% of RHTTM, and other shareholders of RHTTM sold their entire collective holdings in RHTTM to a subsidiary of Fortis, giving Fortis 100% ownership of RHTTM for a total consideration of USD 14.9 million. The transaction was completed on February 2, 2016 and the financial impact of the sale has been accounted for in the financial statements for the year ended March 31, 2016. The transaction was at arm''s length and done on the basis of an independent valuation done by an international valuation agency of repute.

Also during the year, the Company undertook a strategic review of the entire Global Asset Management business. The Company''s assessment is that given the superior economic growth prospects of India relative to those of developed economies, it would be in the Company''s long-term interest to exit from the Global Asset Management business since it exposes the Company in substantial measure to the economic environment outside India, and to focus instead on opportunities in the financial services business in India.

In line with this assessment, the Company and its subsidiaries have entered into definitive agreements for sale of interests in Northgate Capital LLC, Northgate Capital LP and their subsidiaries ("Northgate") to The Capital Partnership Limited on April 15, 2016 and for sale of interests in Landmark Partners LLC and its subsidiaries ("Landmark") to LMP Representative Co. LLC on April 26, 2016. Both agreements have been entered into after the completion of the year under review. Both sale transactions are subject to necessary regulatory approvals and are expected to be completed during the current financial year.

Northgate and Landmark are the two largest affiliates of the Company in the Global Asset Management business and upon the completion of the sale of interests in these two affiliates, the Company will have substantially exited the Global Asset Management business.

Proposed Corporate Restructuring

The Company, as the holding company for our financial services businesses, has been listed for over eight years, and during this time, the underlying businesses have achieved a certain scale. In the Company''s assessment, the future strategic objectives of each of the businesses and interests of their respective stakeholders will be best served by listing each of the three businesses, viz. Lending and Health Insurance and Capital Markets, independently on the stock exchanges. We believe that this reorganization will help all our stakeholders as:

- Each business will be able to define its growth strategy independently and the management of each company, as management of a listed entity, will have direct accountability for accomplishment of the strategic objectives of their businesses.

- Customers will benefit from greater focus given that each business addresses the needs of a different customer segment.

- Shareholders/future investors will have a choice of directly participating in the businesses of their choice based on their assessment of the value generation potential of each business.

- Listing of each business will have a better visibility for its management team as well.

Overall, we believe that this reorganization will result in unlocking a value from greater focus and simplicity.

EQUITY SHARE CAPITAL

During the year under review, on November 20, 2015, your Company has allotted 4,690 Equity Shares pursuant to Employee Stock Option Scheme 2006 ("ESOS 2006"). Consequently, the issued, subscribed and paid up equity share capital as on March 31, 2016 is Rs.178.33 crore consisting of 178,334,498 equity shares of Rs.10/- each.

During the financial year, no funds were raised by way of public issue, rights issue, preferential issue etc. by stating any object in the offer document or explanatory statement to the notice for the general meeting. Therefore, no explanation is required to be given in this report pursuant to Regulation 32(4) of SEBI LODR Regulations.

NON-CONVERTIBLE DEBENTURES

During the period under review, your Company made a scheduled redemption of 1,366 Non-Convertible Debentures of face value of Rs.1,000,000/- each on June 30, 2015. Interest on all outstanding non-convertible debentures was duly paid on time.

PUBLIC DEPOSITS

Your Company has neither invited nor accepted any deposits from public within the meaning of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules 2014 during the period under review.

EXTRACT OF ANNUAL RETURN

An extract of the Annual Return in Form No. MGT 9 is presented in a separate section and is annexed herewith as "Annexure A" to this report.

CAPITAL ADEQUACY

Your Company is registered with the Reserve Bank of India ("RBI")1 as a Non-Deposit Taking Systemically Important Core Investment Company ("CIC-ND-SI") vide Certificate No. N-14.03222 dated June 03, 2014. The Company primarily functions as an investment holding company with more than 90% of its total assets consisting of investments in shares of subsidiary companies/ joint venture companies.

As a CIC-ND-SI, the Company is required to -

a. maintain minimum Adjusted Net Worth of 30% of its aggregate risk weighted assets on balance sheet and risk adjusted value of off-balance sheet items as on the date of the last audited balance sheet as at the end of the financial year; and

b. restrict the outside liabilities up to 2.5 times of its Adjusted Net Worth as on the date of the last audited balance sheet as at the end of the financial year.

The Company is in compliance with the abovementioned requirements as at March 31, 2016.

RELIGARE EMPLOYEES STOCK OPTION SCHEMES - 2006, 2010 & 2012

Nomination and Remuneration Committee of the Board of Directors of the Company, inter alia, administers and monitors the Employees'' Stock Option Schemes of the Company in accordance with the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 (erstwhile Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999) (''the SEBI Guidelines''). Details as required under the SEBI Guidelines, for Religare Enterprises Limited Employees Stock Option Scheme, 2006, Religare Employees Stock Option Scheme 2010 and Religare Employees Stock Option Scheme 2012 have been uploaded on the website of the Company and can be accessed through the link http://www.religare.com/Employee-Stock-Option-Schemes.aspx. There is no material change in the ESOP schemes of the Company during the year. Certificate from Auditors confirming that schemes have been implemented in accordance with the SEBI Regulations will be placed at the forthcoming Annual General Meeting of the Company for inspection by the members.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulations 16 of the SEBI LODR Regulations.

Mr. Malvinder Mohan Singh and Mr. Shivinder Mohan Singh have been appointed as Non-Executive Chairman & Non-Executive Vice-Chairman of the Company respectively w.e.f July 29, 2016 by the Board. They will hold office of the Additional Directors up to the date of the ensuing Annual General Meeting. The Company has received requisite notices in writing from a member of the Company proposing their appointment as Non-Executive Chairman & Non-Executive Vice-Chairman of the Company.

As per section 152 of the Act, Mr. Monish Kant Dutt retires by rotation and further being eligible, offers himself for re-appointment at the ensuing Annual General Meeting. The Nomination and Remuneration Committee and Board of Directors recommend his re-appointment.

Brief resume and other details relating to the directors, who are to be appointed/ re-appointed as stipulated under Regulation 36(3) of the SEBI LODR Regulations and Secretarial Standards issued by ICSI, are furnished in the Notice of Annual General Meeting forming part of the Annual Report.

Further, as a part of the Board re-organization, Mr. Sunil Godhwani has been re-designated as Whole-Time Director & CEO of the Company under Section 203 of the Act w.e.f. July 29, 2016 by the Board for remaining period of his tenure. All other terms and conditions relating to his appointment including the remuneration shall remain same. Also, Mr. Shachindra Nath, Group CEO has resigned from the Company w.e.f. June 03, 2016.

BOARD EVALUATION

Pursuant to the provisions of the Act and SEBI LODR Regulations the Board has carried out an annual performance evaluation of its own performance, the performance of the directors individually as well as the evaluation of the working of its Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

REMUNERATION POLICY

Remuneration Policy formed by the Board on the recommendation of the Nomination and Remuneration Committee is in place for selection and appointment of Directors, Key Managerial Personnel and their remuneration as well as policy on other employees'' remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

BOARD/COMMITTEE COMPOSITION AND MEETINGS

A calendar of meetings is prepared and circulated in advance to the Directors. The details of composition of Board and Committee and their meetings held during the year are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Act and the SEBI LODR Regulations.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

In compliance with Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules 2014, the Company has established a Corporate Social Responsibility (CSR) Committee. The CSR Committee has formulated and recommended to the Board, a CSR Policy indicating the activities to be undertaken by the Company, which has been approved by the Board. The CSR policy was adopted last year by the Company, Religare Enterprises Limited (REL). The intent was to adopt a unified cause across the Religare Group and hence it was cascaded across all Group entities accordingly.

The focus of the CSR agenda was to create a consistent, holistic, sustainable development program for the marginalized, underprivileged urban poor. The Group engaged HEAL Foundation as the implementation partner and launched Project "Swavalamban", essentially focused around the three developmental pillars of health, education and livelihood. The project was launched in May 2015 and to start with was operational in two pockets of Delhi NCR viz. Kapashera and Sangam Vihar.

For the year ended March 31, 2016, the Company was not required to spend amount under CSR for FY 2015-16 as prescribed under Section 135 of the Companies Act, 2013. However, as mentioned in last year''s Board report, the Company had disbursed approximately Rs.4.98 lakhs against a commitment of Rs.15 lakhs for FY 2014-15. While the intent and focus of the Group has been clear, we were unable to spend and utilize in line with the committed amount.

During the course of the year the management team which was responsible for reviewing the progress of the project was not satisfied with the performance of the partner. The team accordingly submitted its observations to the CSR Committee. Thereafter, upon further discussions and as directed by the Committee, a formal disengagement notice was served to HEAL foundation as per the terms of the MOU with them. The Group is currently evaluating other suitable options so that the CSR funds are utilized as per the CSR Policy in a meaningful and prudent manner.

Annual Report on CSR in the format prescribed in Companies (Corporate Social Responsibility Policy) Rules, 2014 is attached as "Annexure B".

AWARDS & RATINGS

Your Company''s subsidiaries have received recognition by way of several awards across the businesses during the period under review including the following:

AWARDS

- Religare Finvest Ltd.: ''ERM Leadership Awards 2016'' under the category ''The Most Innovative Risk Management Strategy''.

- Religare Finvest Ltd.: ''CIBIL Data Quality Award 2016'' under the category ''Fast and Upcoming'' - outstanding data quality score improvement during the year 2015.

- Religare Securities Ltd. : ''NSDL Star Performer Awards - 2015'' - Top Performer in New Account Opened (Non- Bank Category) - 1st Position and Best Performer in Account Growth Rate.

- Religare Securities Ltd. : ''NSDL Star Performer Awards - 2015'' - Leader in Go Green Initiative.

- Religare Enterprises Ltd. : ''Hot 50 Brand - 2015'' Award - in the ''Delhi Brand Summit - 2015'' by Paul Writer.

- Religare Health Insurance Co. Ltd. : ''FICCI Healthcare Excellence Award - 2015'' under the category Medical Insurance Products''.

- Religare Health Insurance Co. Ltd. : ''Innovative Social Media Campaign'' under General Insurance category - The India Insurance Awards 2015.

- Religare Health Insurance Co. Ltd. : ''Social Media Initiative of the Year'' award for its social media campaign "#Itsmyturn"

- ''The India Insurance Awards 2016''

- Religare Commodities Ltd. : ''Skoch BSE Award For Aspiring India 2015'' under the category Thought Leadership For Commodity Broking''.

- Religare Securities Ltd. : ''Skoch BSE Award For Aspiring India 2015'' under the category Leveraging Digital and Technology for Business Growth''.

RATINGS

India Ratings & Research Private Limited (''Ind-Ra'', a Fitch Group Company) has re-affirmed a Long Term Issuer Rating of "IND AA-" with Stable Outlook to the Company for the year under review.

The Company has also obtained the following ratings for specific issuances:

- For the Company''s Rs.722 cr. secured redeemable non-convertible debentures: "IND AA-" from Ind-Ra.

- For the Company''s Short Term Debt Facility/Commercial Paper of Rs.700 cr.: "IND A1 " from Ind-Ra and "[ICRA] A1 " from ICRA Limited.

LISTING ON STOCK EXCHANGES

The Equity Shares of the Company are listed on National Stock Exchange of India Limited and BSE Limited. The annual listing fees for the year 2016-17 have been paid to both Stock Exchanges.

STATUTORY DISCLOSURES

None of the Directors of your Company is disqualified as per provision of section 164(2) of the Act. The Directors of the Company have made necessary disclosures, as required under various provisions of the Act and the SEBI LODR Regulations.

CONSOLIDATED FINANCIAL STATEMENTS

As required under the Regulation 34 of SEBI LODR Regulations, consolidated financial statements of the Company and its subsidiaries are attached to the Annual Report. The consolidated financial statements have been prepared in accordance with Accounting Standard 21, Accounting Standard 23 and Accounting Standard 27 issued by The Institute of Chartered Accountants of India. The audited consolidated financial statements together with Auditor''s Report form part of the Annual Report.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

Even though operations of the Company are not energy intensive, the management has been highly conscious of the importance of conservation of energy and technology absorption at all operational levels and efforts are made in this direction on a continuous basis. In view of the nature of activities which are being carried on by the Company, the particulars as prescribed under Section 134(3)(m) of the Act read with rule 8 of the Companies (Accounts) Rules, 2014 regarding Conservation of Energy and Technology Absorption are not applicable to the Company and hence have not been provided.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has incurred expenditure of Rs.1.18 crore (previous year: Rs.8.14 crore) in foreign exchange and earned nil (previous year: nil) in foreign exchange during the year under review on a standalone basis.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

The Company has transferred a sum of Rs.115,558/- during Financial year 2015-16 to the Investor Education and Protection Fund established by the Central Government in compliance with Section 205A of the Companies Act, 1956. The said amount represents the unclaimed Unpaid Dividend amount for dividend declared in 2008 which was lying in Unpaid Dividend Account with banks for a period of seven years from it''s due date for payment.

DIRECTORS'' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained, your Directors make the following statements in terms of Section 134(5) of the Act that:

(a) in the preparation of the annual financial statements for the year ended March 31, 2016, the applicable accounting standards have been followed along with proper explanation relating to material departures ;

(b) such accounting policies as mentioned in Note 2 of the annual financial statements have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2016 and of the profit and loss of the company for that period;

(c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities ;

(d) annual financial statements have been prepared on a going concern basis ;

(e) proper internal financial controls were in place and that such internal financial controls were adequate and were operating effectively; and

(f) systems to ensure compliance with the provisions of all applicable laws were in place and such systems were adequate and operating effectively.

CORPORATE GOVERNANCE

The Company is committed to uphold the highest standards of Corporate Governance and adhere to the requirements set out by the Securities and Exchange Board of India.

A detailed report on Corporate Governance along with the Certificate of M/s Sanjay Grover & Associates, Company Secretaries confirming compliance with conditions of Corporate Governance as stipulated in Part C of Schedule V of the SEBI LODR Regulations forms integral part of this Report.

AUDITORS

M/s Price Waterhouse, Chartered Accountants, who are the statutory auditors of the Company, hold office till the conclusion of the AGM to be held in the year 2017 as per Shareholders resolution dated September 11, 2014 subject to ratification of their appointment at every AGM as per provisions of Section 139(1) of the Act. The Company has received letter from them to the effect that their ratification, if made, would be within the prescribed limits under Section 141(3)(g) of the Act and that they are not disqualified from being auditors of the Company. Accordingly, it is proposed to ratify the appointment of M/s Price Waterhouse as statutory auditors of the Company from the conclusion of the forthcoming AGM till the conclusion of the next AGM.

AUDITORS'' REPORT

Auditors'' report is without any qualification. Further, the observations of the Auditors in their report read together with the Notes on Accounts are self-explanatory and therefore, in the opinion of the Directors, do not call for any further explanation.

DETAILS OF FRAUD REPORTABLE BY STATUTORY AUDITOR TO BOARD

Basis the confirmations reported to the Board in this regard, there were no instances of fraud, misfeasance or irregularity detected and reported in the Company during the financial year 2015-16 by the Statutory Auditor of the Company pursuant to Section 143(12) of the Companies Act, 2013.

SECRETARIAL AUDITOR REPORT

As per provisions of Section 204 of the Act, the Board of Directors of the Company has appointed M/s P I Associates as the Secretarial Auditor of the Company to conduct the Secretarial Audit. The Secretarial Audit Report for the financial year ended March 31, 2016, is annexed to this Report. Report of the Secretarial Auditor is without any observation and hence, no explanation is required thereon.

PARTICULARS OF INVESTMENTS, LOANS AND GUARANTEES

The Company, being an NBFC, is exempted from the provisions of Section 186 [except sub-section(1)] of the Act. Accordingly, details of particulars of loans, guarantees or investments as required to be provided as per Section 134(3)(g) of the Act are not provided.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with related parties which may have a potential conflict with the interest of the Company.

All Related Party Transactions are placed before the Audit Committee for approval as per the Related Party Transactions Policy of the Company as approved by the Board. The policy is also uploaded on the website of the company & can be accessed through the link http://www.religare.com/Policies.aspx.

Since all related party transactions that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of business and there was no material related party transaction entered by the Company during the year as per Related Party Transactions Policy, no details are required to be provided in Form AOC-2 prescribed under clause (h) of sub- section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

The details of the transactions with related parties are provided in the notes to accompanying standalone financial statements.

RISK MANAGEMENT

The Company has a Board constituted Risk Management Committee. The details of the Committee are set out in the Corporate Governance Report forming part of the Board''s Report.

The Company being an investment holding company, has a designed a comprehensive Risk Management framework to identify and evaluate risks across its subsidiaries and joint ventures. This framework provides for identification of basic parameters on relevant general details and broad processes including key risk categories, risk life cycle, risk owners, delegation, day to day monitoring, risk facilitators, risk classification, risk registers, periodic policy review and alterations. The subsidiary/joint venture company''s Risk Management Committee authorized by the respective Board, or in its absence the respective Audit Committee, reviews the risk management policy and appropriateness of systems and controls in this regard and submits its report to the Risk Management Committee of your Company.

The risk framework defines the risk management approach across the enterprise at various levels including documentation and reporting. The framework has different risk models which help in identification of risks and their classification in High, Medium and Low categories on the basis of likelihood, impact and velocity and maintaining Risk Control Matrix (RCM).

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a vigil mechanism named Whistle Blower Policy to deal with instance of unethical practices, fraud and mismanagement or gross misconduct by the employees of the Company, if any, that can lead to financial loss or reputational risk to the organization. The details of the Whistle Blower Policy are explained in the Corporate Governance Report and also posted on the website of the Company & can be accessed through the link http://www.religare.com/Policies.aspx.

INTERNAL FINANCIAL CONTROLS AND INTERNAL CONTROL SYSTEM

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined in the Internal Audit Manual. The Company has appointed M/s KPMG as the Internal Auditor of the Company. To maintain its objectivity and independence, the Internal Auditor reports to the Audit Committee.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of the internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and its subsidiaries. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee.

HUMAN RESOURCES

Employees are our vital and most valuable assets. We have created a favourable work environment that encourages innovation and meritocracy. It is important for us that organisation culture and organisation strategy are well aligned. Over a period we have developed a strong culture of transparency through constant employee communication and have developed strong performance management practices wherein best in class reward and recognition systems are deployed. We have also set up a scalable recruitment and human resources management process which enables us to attract and retain high caliber employees. Our employee partnership ethos reflects the Company''s longstanding business principles and drives the Company''s overall performance with the prime focus to identify, assess, groom and build leadership potential for future.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT THE WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Work Place (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set-up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. No case has been reported during the year under review.

PARTICULARS OF EMPLOYEES

The details required under Section 197(12) of the Act read with Rule 5(1) & 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are annexed as "Annexure C" to this report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant or material orders passed by the Regulators/Courts which would impact the going concern status of the Company and it''s operations in future.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION

After March 31, 2016, your Company has:

- Issued and allotted 4,250 Zero coupon Unsecured Unrated Unlisted Non-Convertible Redeemable Debentures of face value of Rs.1,000,000/- each with 12% yield and maturity of 3 years on April 06, 2016 to two of its wholly-owned subsidiaries.

- Made a scheduled redemption of 1,366 Non-Convertible Debentures of face value of Rs.1,000,000/- each on June 30, 2016.

Apart from above, there are no material changes and commitments adversely affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statement relate (i.e. March 31, 2016) and as of date of the report i.e. July 29, 2016.

ACKNOWLEDGEMENTS

Your Directors would like to express their sincere appreciation for the co-operation and assistance received from the Company''s Bankers, Regulatory Bodies, Stakeholders including Financial Institutions and other business associates who have extended their valuable sustained support and encouragement during the year under review.

Your Directors also wish to place on record their deep sense of gratitude and appreciation for the commitment displayed by all executives, officers and staff at all levels of the Company, resulting in the successful performance of the Company during the year under review. Your Directors would also like to thank all shareholders for their continued faith in the Company and look forward to your continued support in the future.

Place: Noida By order of the Board of Directors

Date: July 29, 2016 For Religare Enterprises Limited

Sd/- Sd/-

Sunil Godhwani Padam Bahl

Whole-Time Director & CEO Director

DIN:00174831 DIN: 01314395

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Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting this 31st Annual Report on the business and operations of the Company together with Audited Financial Statements for the financial year ended March 31, 2015.

FINANCIAL RESULTS

The highlights of standalone and consolidated financial results of the Company for the Financial Years 2014-15 and 2013-14 are as under:

STANDALONE

PARTICULARS (Rs. in Million)

2014-15 2013-14

Total Income 1,145.15 2,771.22

Total Expenditure 2,074.10 3,186.18

Profit / (Loss) Before Exceptional Items and Tax (929.24) (414.96)

Profit / (Loss) After Exceptional Items and Before Tax (929.24) (1,220.96)

Profit / (Loss) After Tax Before Minority lnterest and Share in (1,035.07) (1,294.98)

Associate

Adjustment: Share of Profit Transferred to Minority - -

Share of Profit in Associates (Net) - -

Profit / (Loss) After Minority Interest and Share in Associate (1,035.07) (1,294.98)

CONSOLIDATED

PARTICULARS (Rs. in Million)

2014-15 2013-14

Total Income 41,873.96 34,717.00

Total Expenditure 37,021.90 32,085.96

Profit / (Loss) Before Exceptional Items and Tax 4,852.06 2,631.04

Profit / (Loss) After Exceptional Items and Before Tax 4,852.06 1,825.04

Profit / (Loss) After Tax Before Minority lnterest and Share in 3,209.86 26639

Associate

Adjustment: Share of Profit Transferred to Minority (1,675.20) (962.93)

Share of Profit in Associates (Net) 3.28 3.60

Profit / (Loss) After Minority Interest and Share in Associate 1,537.94 (692.94)

(i) Consolidated Results

We recorded a 'Profit After Exceptional Items and Before Tax' of Rs.4,852.06 million, for Financial Year 2014-2015 as compared to 'Profit After Exceptional Items and Before Tax' of Rs.1,825.04 million for Financial Year 2013-2014. 'Profit After Tax, Minority Interest and Share in Associates' was Rs.1,537.94 million for Financial Year 2014-2015 as compared to 'Loss After Tax, Minority Interest and Share in Associates' of Rs.692.94 million for Financial Year 2013-2014. Consequently basic earnings per share increased to Rs.8.56 in Financial Year 2014-2015 from Rs.(5.20) in Financial Year 2013-2014.

(ii) Standalone Results

We recorded a 'Loss After Exceptional Items and Before Tax' of Rs.929.24 million, for Financial Year 2014-2015 as compared to Rs.1,220.96 million for Financial Year 2013-2014. 'Loss After Tax' was Rs.1,035.07 million for Financial Year 2014-2015 as compared to Rs.1,294.98 million for Financial Year 2013-2014. Consequently basic earnings per share increased to Rs.(6.15) in Financial Year 2014- 2015 from Rs.(9.22) in Financial Year 2013-2014. Total expenditure is lower in financial year 2014-15 due to decrease in borrowing costs.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management's Discussion and Analysis Report for the year under review detailing economic scenario and outlook, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, is presented in a separate section and forms integral part of this Report.

DIVIDEND

In view of the losses and the future expansion plans of the Company, the Board of Directors decided not to recommend any Dividend for the financial year ended March 31, 2015.

SUBSIDIARIES

As at March 31, 2015, your Company has 52 direct and indirect subsidiaries. In terms of Section 2(6) of the Companies Act, 2013 ("Act"), the Company has one associate. During the year under review, there have been no material changes in the business of the subsidiaries. In terms of Section 129(3) of the Act, Company has prepared a statement containing the salient features of the Financial Statement of our subsidiaries and associates in the prescribed format AOC-1 which is attached to the Consolidated Financial Statements of the Company. The said statement contains a report on the performance and financial position of each of the subsidiaries and associate and hence is not repeated here for the sake of brevity. Further, the details of major subsidiaries of the Company and their business operations during the year under review are covered in the Management's Discussion and Analysis Report.

During the year under review, the following companies ceased to be subsidiaries of the Company:

1. Religare Advisory Services Limited (by sale)

2. Religare Capital Markets (Beijing) Limited (by liquidation)

Further, the following companies have become subsidiaries/associates of our subsidiaries during the year under review:

1. YourNest Capital Advisors Private Limited - RGAM Investment Advisers Private Limited, a wholly owned subsidiary of the Company, has acquired 26% equity stake in YourNest Capital Advisors Private Limited.

2. Religare Heal Fund Advisors LLP - RGAM Investment Advisers Private Limited and Religare Venture Capital Limited are the Partners in the LLP with 99% and 1% capital contribution, respectively

In terms of the tripartite agreement between the Company, Religare Capital Markets Limited ("RCML", a subsidiary of the Company) and RHC Holding Private Limited ("RHCPL"), severe long term restrictions have been imposed on RCML. The financial statements of RCML and its subsidiaries have been excluded from the consolidated financial statements of the Company w.e.f. October 01, 2011, in accordance with Para 11(b) of AS - 21 - 'Consolidated Financial Statements', ("AS-21") and the investment held by the Company in equity and preference share capital of RCML has been accounted for as long term investment in accordance with AS - 13 - 'Accounting for Investments' in compliance with Para 23 of AS - 21 - 'Consolidated Financial Statements'.

Therefore, the Consolidated Financial Statements presented by your Company, pursuant to AS-21 issued by the Institute of Chartered Accountants of India, includes financial information of all its subsidiaries, excluding RCML and its subsidiaries, duly audited by the Statutory Auditors and the same is published in your Company's Annual Report.

MAJOR EVENTS

* Strategic review of the Life Insurance JV

The Company carried out a strategic review of the business of its joint venture, AEGON Religare Life Insurance Company Limited (ARLIC), based on which the Company communicated to its joint venture partners, its intention to exit the joint venture. On May 8, 2015, the Company has entered into a definitive agreement with Bennett, Coleman & Co. Limited, (BCCL, one of the partners in the joint venture) for sale of the Company's entire shareholding in ARLIC to BCCL, subject to regulatory approvals. Until the approval is received and the sale is consummated, the Company continues to remain a partner in the business. The Company's investment in the JV is protected along with a minimum return and as such the Company expects to exit the JV with a profit on its investment.

* Redemption of Preference Shares

On June 2, 2014 the Company redeemed 31,100,000 preference shares held by RHC Finance Private Limited and RHC Holding Private Limited, companies that are part of the Promoter Group. Total redemption amount of the said preference shares was Rs.4,342.7 million. Preference shares were redeemed out of the funds raised through preferential allotment of Equity Shares by the Company.

EQUITY SHARE CAPITAL

During the financial year ended March 31, 2015 :

* On May 6, 2014, your Company has allotted 12,817,331 Equity Shares to International Finance Corporation ("IFC") pursuant to conversion of 4,048,354 Compulsory Convertible Debentures ("CCD") of face value of Rs.1,000/- each. CCDs were allotted to IFC on November 7, 2012 with the conversion price set at Rs.315.85 per equity share in accordance with provisions of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009.

* On May 22, 2014, your Company has allotted 8,554,833 Equity Shares to Bestest Developers Private Limited and 7,349,385 Equity Shares to Standard Chartered Bank (Mauritius) Limited, a Foreign Institutional Investor, at an issue price of Rs.316.78/- per share in accordance with provisions of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009

Consequently, the issued, subscribed and paid up equity share capital as on March 31, 2015 is Rs.1,783.30 million consisting of 178,329,808 equity shares of Rs.10/- each.

NON-CONVERTIBLE DEBENTURES

During the year under review, your Company made an early redemption of the following debentures along with interest thereon to the debenture holders:

* 1,500, 10.5% Secured Redeemable Non-Convertible Debentures of face value of Rs.1,000,000/- each aggregating to Rs.1,500 million.

* 4,750, Zero Coupon Secured Redeemable Non-Convertible Debentures of face value of Rs.1,000,000/- each aggregating to Rs.4,750 million redeemed at premium of Rs.113,109.59/- per Debenture.

PUBLIC DEPOSITS

Your Company has neither invited nor accepted any deposits from public within the meaning of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules 2014 during the period under review.

EXTRACT OF ANNUAL RETURN

An extract of the Annual Return in Form No. MGT 9 is presented in a separate section and is annexed herewith as "Annexure A" to this report.

CORE INVESTMENT COMPANY

Your Company has received a Certificate of Registration as a Non-Deposit Taking Systemically Important Core Investment Company ("CIC-ND-SI") vide Certificate No. N-14.03222 dated June 03, 2014 issued by the Reserve Bank of India ("RBI")1.

Previously, the Company was registered as a Non-Deposit Taking Systemically Important Non-Banking Financial Company ("NBFC- ND-SI") vide Certificate No. N-14.03222 dated June 18, 2010 issued by RBI.

CAPITAL ADEQUACY

Your Company is a CIC-ND-SI and primarily functions as an investment holding company with more than 90% of its total assets consisting of investments in shares of subsidiary companies/ joint venture companies.

1. RBI Disclaimer: (a) Reserve Bank of India does not accept any responsibility or guarantee about the present position as to the financial soundness of the company or for the correctness of any of the statements or representations made or opinions expressed by the company and for discharge of liability by the company; (b) Neither is there any provision in law to keep, nor does the company keep any part of the deposits with the Reserve Bank and by issuing the Certificate of Registration to the company, the Reserve Bank neither accepts any responsibility nor guarantee for the payment of the public funds to any person/ body corporate.

As a CIC-ND-SI, the Company is required to -

a. maintain minimum Adjusted Net Worth of 30% of its aggregate risk weighted assets on balance sheet and risk adjusted value of off-balance sheet items as on the date of the last audited balance sheet as at the end of the financial year; and

b. restrict the outside liabilities up to 2.5 times of its Adjusted Net Worth as on the date of the last audited balance sheet as at the end of the financial year.

The Company is in compliance with the above mentioned requirements as at March 31,2015.

RELIGARE EMPLOYEES STOCK OPTION SCHEMES - 2006, 2010 & 2012

Nomination and Remuneration Committee of the Board of Directors of the Company, inter alia, administers and monitors the Employees' Stock Option Schemes of the Company in accordance with the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 (erstwhile Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999) ('the SEBI Guidelines'). Details as required under the SEBI Guidelines, for Religare Enterprises Limited Employees Stock Option Scheme, 2006, Religare Employees Stock Option Scheme 2010 and Religare Employees Stock Option Scheme, 2012 have been uploaded on the website of the Company and can be accessed through the link http://www.religare. com/Employee-Stock-Option-Schemes.aspx. There is no material change in the ESOP schemes of the Company during the year. Certificate from Auditors confirming that schemes have been implemented in accordance with the SEBI Guidelines will be placed at the forthcoming Annual General Meeting of the Company for inspection by the members.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

As per section 152 of the Act, Mr. Virendra Madan retires by rotation and further being eligible, offers himself for re-appointment at the ensuing Annual General Meeting. The Nomination and Remuneration Committee and Board of Directors recommend his re- appointment.

The brief resume and other details relating to the directors, who are to be appointed/ re-appointed as stipulated under Clause 49(IV) (G) of the Listing Agreement & Secretarial Standard issued by ICSI are furnished in the Notice of Annual General Meeting forming part of the Annual Report.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Act and Clause 49 of the Listing Agreement.

During the year under review, Mr. Mohit Maheshwari has been appointed as Company Secretary of the Company w.e.f May 30, 2014. Mr. Shachindra Nath, Group CEO and Mr. Anil Saxena, Group CFO have also been designated as Key Managerial Personnel u/s 203 of the Act w.e.f April 1, 2014.

BOARD EVALUATION

Pursuant to the provisions of the Act and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the performance of the directors individually as well as the evaluation of the working of its Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

REMUNERATION POLICY

The Board has, on the recommendation of the Nomination and Remuneration Committee framed a policy for selection and appointment of Directors, Key Managerial Personnel and their remuneration as well as policy on other employees remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

BOARD/COMMITTEE COMPOSITION AND MEETINGS

A calendar of Meetings is prepared and circulated in advance to the Directors. The details of composition of Board and Committee and their meetings held during the year are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Act and the Listing Agreement.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

In compliance with Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules 2014, the Company has established a Corporate Social Responsibility (CSR) Committee during the financial year 2014-2015.

The CSR Committee has formulated and recommended to the Board, a CSR Policy indicating the activities to be undertaken by the Company, which has been approved by the Board.

With a view to work towards improving the overall quality of life and champion holistic community development for the underprivileged and marginalized sections of the society, the Company has launched project "Swavalamban". The project will initially cover 2 pockets of Delhi NCR which has a high concentration of the urban poor, underprivileged, underserved and marginalized sections of the society. Based on learnings and success, the intent is to subsequently roll out the initiatives across parts of the country. The broad themes under the overarching project shall focus on areas such as healthcare, sanitation, education and skill development & livelihood training.

The project will be carried out by an implementation partner, HEAL Foundation under the governance and supervision of senior officials from the company.

The CSR policy and framework underwent extensive discussions and deliberations at the senior leadership level within the Religare Group, and was finally frozen and adopted in early February 2015 at the Group level, with a view to replicating the implementation design across all Group operating entities. Post this, work on granular details on the Project along with identified partner took time and finally took shape end of FY 2014-15. Hence, the Company did not spend any money on CSR in FY 2014-15, but it shall do so in FY2015-16.

Annual Report on CSR in format prescribed in companies (Corporate Social Responsibility Policy) Rules, 2014 in attached as "Annexure B".

AWARDS & RATINGS

Your Company's subsidiaries/Joint-Ventures have received recognition by way of several awards across the businesses during the period under review including the following:

AWARDS

* Religare Securities Limited : 'Skoch BSE Award For Aspiring India 2015' under the category Leveraging Digital and Technology for Business Growth'.

* Religare Securities Limited : 'Gold Award' for 'the best integrated marketing campaign for internal communications' - Asian Customer Engagement Forum Awards 2014.

* Mr. Jayant Manglik, President- Retail Distribution, Religare Securities Limited : 'Editor's Choice Award - Commodities' - Zee Business - Best Market Analyst Awards 2014.

* Religare Commodities Limited : 'Skoch BSE Award For Aspiring India 2015' under the category Thought Leadership For Commodity Broking'

* Religare Commodities Limited : 'ASSOCHAM Excellence Award 2015' for outstanding contribution to Commodity Markets

* Religare Invesco Asset Management Company Private Limited : 'Lipper Fund Award 2014' for the Best Fund in the Mid

& the Small Cap-Growth Category'.

* Religare Health Insurance Company Limited : 'Best Health Insurance Company Award' - ABP News BFSI Awards 2015.

* Religare Health Insurance Company Limited : 'Rising Star Insurer Award' - The India Insurance Awards 2014.

RATINGS

India Ratings & Research Private Limited ('Ind-Ra', a Fitch Group Company) has assigned a Long Term Issuer Rating of "IND AA-" with Stable outlook to the Company.

The Company has also obtained the following ratings for specific issuances:

* For the Company's Rs.7.22 billion secured redeemable non-convertible debentures: "IND AA-" from Ind-Ra

* For the Company's Short Term Debt Facility/Commercial Paper of Rs.5 billion: "IND A1 " from Ind-Ra and "[ICRA] A1 " from ICRA Limited

LISTING WITH STOCK EXCHANGES

The Equity Shares of the Company are listed on National Stock Exchange of India Limited and BSE Limited. The annual listing fees for the year 2015-16 have been paid to these Exchanges.

STATUTORY DISCLOSURES

None of the Directors of your Company is disqualified as per provision of section 164(2) of the Act. The Directors of the Company have made necessary disclosures, as required under various provisions of the Act and the Listing Agreement.

CONSOLIDATED FINANCIAL STATEMENTS

As required under the Clause 32 of the Listing Agreement with the Stock Exchanges, consolidated financial statements of the Company and all its subsidiaries are attached to the Annual Report. The consolidated financial statements have been prepared in accordance with Accounting Standard 21, Accounting Standard 23 and Accounting Standard 27 issued by The Institute of Chartered Accountants of India. The audited consolidated financial statements together with Auditor's Report form part of the Annual Report.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

Even though operations of the Company are not energy intensive, the management has been highly conscious of the importance of conservation of energy and technology absorption at all operational levels and efforts are made in this direction on a continuous basis. In view of the nature of activities which are being carried on by the Company, the particulars as prescribed under Section 134(3)(m) of the Act read with rule 8 of the Companies (Accounts) Rules, 2014 regarding Conservation of Energy and Technology Absorption are not applicable to the Company and hence have not been provided.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has incurred expenditure of Rs.81.38 million (previous year: Rs.79.90 million) in foreign exchange and earned nil (previous year: nil) in foreign exchange during the year under review on a standalone basis.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

The Company has transferred a sum of Rs.2,959,273/- during Financial year 2014-15 to the Investor Education and Protection Fund established by the Central Government in compliance with Section 205A of the Companies Act, 1956. The said amount represents the unclaimed IPO refund amount which were lying in escrow account with banks for a period of seven years from their respective due dates for payment.

DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(5) of the Act that:

(a) in the preparation of the annual financial statements for the year ended March 31, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) such accounting policies as mentioned in Note 2 of the annual financial statements have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2015 and of the profit and loss of the company for that period;

(c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) annual financial statements have been prepared on a going concern basis;

(e) proper internal financial controls were in place and that such internal financial controls were adequate and were operating effectively; and

(f) systems to ensure compliance with the provisions of all applicable laws were in place and such systems were adequate and operating effectively.

CORPORATE GOVERNANCE

The Company is committed to uphold the highest standards of Corporate Governance and adhere to the requirements set out by the Securities and Exchange Board of India.

A detailed report on Corporate Governance along with the Certificate of M/s Sanjay Grover & Associates, Company Secretaries, confirming compliance with conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges forms integral part of this Report.

AUDITORS

M/s Price Waterhouse, Chartered Accountants, who are the statutory auditors of the Company, hold office till the conclusion of the AGM to be held in the year 2017 as per Shareholders resolution dated September 11,2014 subject to ratification of their appointment at every AGM as per provisions of Section 139(1) of the Act. The Company has received letter from them to the effect that their ratification, if made, would be within the prescribed limits under Section 141(3)(g) of the Act and that they are not disqualified from being auditors of the Company. Accordingly, it is proposed to ratify the appointment of M/s Price Waterhouse as statutory auditors of the Company from the conclusion of the forthcoming AGM till the conclusion of the next AGM .

AUDITORS' REPORT

Auditors' report is without any qualification. Further, the observations of the Auditors in their report read together with the Notes on Accounts are self-explanatory and therefore, in the opinion of the Directors, do not call for any further explanation.

SECRETARIAL AUDITOR REPORT

As per provisions of Section 204 of the Act, the Board of Directors of the Company has appointed M/s P I Associates as the Secretarial Auditor of the Company to conduct the Secretarial Audit. The Secretarial Audit Report for the financial year ended March 31, 2015, is annexed to this Report. With respect to auditor's observation on compliance relating to Clause 49(VII) related party transactions, three related party transactions were inadvertently missed from the prior approval of Audit Committee. Amounts involved in two of the transactions were insignificant (Rs.0.023 million) and one of the transactions related to reimbursement of expenses by a growing subsidiary which was pre-approved by Audit Committee but for a smaller amount. The amount involved was Rs.13.876 million. All the three transactions were subsequently ratified by the Audit Committee of the Company thereafter on February 2, 2015 as per the frame work of Related Party Transaction Policy of the Company. The same has also been reported in the Quarterly Corporate Governance report of the quarter ended on March 31, 2015 submitted to the Stock Exchanges.

PARTICULARS OF INVESTMENTS, LOANS AND GUARANTEES

The Company, being an NBFC, is exempted from the provisions of Section 186 [except sub-section(1)] of the Act. Accordingly, details of particulars of loans, guarantees or investments as required to be provided as per Section 134(3)(g) of the Act are not provided.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with related parties which may have a potential conflict with the interest of the Company.

All Related Party Transactions are placed before the Audit Committee for approval as per the Related Party Transactions Policy of the Company as approved by the Board. The Policy is also uploaded on the website of the Company & can be accessed through the link http://www.religare.com/Policies.aspx.

Since all related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business and there was no material related party transaction entered by the Company during the year as per Related Party Transactions Policy, no details are required to be provided in Form AOC-2 prescribed under clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

The details of the transactions with related parties are provided in the notes to accompanying standalone financial statements.

RISK MANAGEMENT

The Company has a Board constituted Risk Management Committee. The details of the Committee are set out in the Corporate Governance Report forming part of the Board's Report.

The Company being an investment holding company, has a designed a comprehensive Risk Management framework to identify and evaluate risks across its subsidiaries and joint ventures. This framework provides for identification of basic parameters on relevant general details and broad processes including key risk categories, risk life cycle, risk owners, delegation, day to day monitoring, risk facilitators, risk classification, risk registers, periodic policy review and alterations. The subsidiary/joint venture company's Risk Management Committee authorized by the respective Board, or in its absence the respective Audit Committee, reviews the risk management policy and appropriateness of systems and controls in this regard and submits its report to the Risk Management Committee of your Company.

The risk framework defines the risk management approach across the enterprise at various levels including documentation and reporting. The framework has different risk models which help in identification of risks and their classification in High, Medium and Low categories on the basis of likelihood, impact and velocity and maintaining Risk Control Matrix (RCM).

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has a vigil mechanism named Whistle Blower Policy to deal with instance of unethical practices, fraud and mismanagement or gross misconduct by the employees of the Company, if any, that can lead to financial loss or reputational risk to the organization. The details of the Whistle Blower Policy are explained in the Corporate Governance Report and also posted on the website of the Company.

INTERNAL FINANCIAL CONTROLS AND INTERNAL CONTROL SYSTEM

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined in the Internal Audit Manual. The Company has appointed M/s KPMG as the Internal Auditor of the Company. To maintain its objectivity and independence, the Internal Auditor reports to the Audit Committee.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of the internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and its subsidiaries. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee.

HUMAN RESOURCES

Employees are our vital and most valuable assets. We have created a favourable work environment that encourages innovation and meritocracy. It is important for us that organisation culture and organisation strategy are well aligned. Over a period we have developed a strong culture of transparency through constant employee communication and have developed strong performance management practices wherein best in class reward and recognition systems are deployed. We have also set up a scalable recruitment and human resources management process which enables us to attract and retain high caliber employees. Our employee partnership ethos reflects the Company's longstanding business principles and drives the Company's overall performance with the prime focus to identify, assess, groom and build leadership potential for future.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT THE WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Work Place (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set-up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. No case has been reported during the year under review.

PARTICULARS OF EMPLOYEES

The details required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are annexed as "Annexure C" to this report.

Further, there is no employee of the Company, who was employed throughout the financial year and in receipt of remuneration of Rs.60 lakhs or more, or employed for the part of the financial year and in receipt of Rs.5 lakhs or more a month. Accordingly, details as required under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 have not been provided.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant or material orders passed by the Regulators / Courts which would impact the going concern status of the Company and it's operations in future.

ACKNOWLEDGEMENTS

Your Directors would like to express their sincere appreciation for the co-operation and assistance received from the Company's Bankers, Regulatory Bodies, Stakeholders including Financial Institutions and other business associates who have extended their valuable sustained support and encouragement during the year under review.

Your Directors also wish to place on record their deep sense of gratitude and appreciation for the commitment displayed by all executives, officers and staff at all levels of the Company, resulting in the successful performance of the Company during the year under review. We look forward for your continued support in the future.

Place: New Delhi By order of the Board of Directors Date: July 31, 2015 For Religare Enterprises Limited

Sd/- Sunil Godhwani Chairman & Managing Director

---

Mar 31, 2014

Dear Members,

Religare Enterprises Limited

The Directors have pleasure in presenting this 30th Annual Report on the business and operations of the Company together with Audited Accounts for the financial year ended March 31, 2014.

FINANCIAL RESULTS

The highlights of standalone and consolidated financial results of the Company for the Financial Years 2012-13 and 2013-14 are as under:

PARTICULARS STANDALONE CONSOLIDATED (Rs. in Million) (Rs. in Million)

2013-14 2012-13 2013-14 2012-13

Total Income 2,771.22 2,208.13 34,717.00 34,871.61

Total Expenditure 3,186.18 1,663.01 32,085.96 32,555.71

Profit / (Loss) Before Exceptional Items and Tax (414.96) 545.12 2,631.04 2,315.90

Profit / (Loss) After Exceptional Items and Before Tax (1,220.96) (7,554.88) 1,825.04 (2,575.36)

Profit / (Loss) After Tax Before Minority Interest and Share in Associate (1,294.98) (7,609.52) 266.39 (4,807.20)

Adjustment: Share of Profit Transferred to Minority - - (962.93) (734.10)

Share of Profit in Associate (Net) - - 3.60 0.55

Profit / (Loss) After Minority Interest and Share in Associate (1,294.98) (7,609.52) (692.94) (5,540.75)

Brought Forward Balance (15,588.35) (7,978.84) (9,468.65) (4,172.91)

Profit Available for Appropriation (16,883.33) (15,588.35) (10,249.14) (9,468.65)

Appropriation - - - -

Surplus Carried to Balance Sheet (16,883.33) (15,588.35) (10,249.14) (9,468.65)

(i) Standalone Results

We recorded a ''Loss After Exceptional Items and Before Tax'' of Rs. 1,220.96 million, for Financial Year 2013-2014 as compared to Rs. 7,554.88 million for Financial Year 2012-2013. ''Loss After Tax'' was Rs. 1,294.98 million for Financial Year 2013-2014 as compared to Rs. 7,609.52 million for Financial Year 2012-2013. Consequently basic earnings per share increased to Rs. (9.22) in Financial Year 2013-2014 from Rs. (51.50) in Financial Year 2012-2013. Total expenditure is higher in financial year 2013-14 due to increased borrowing costs.

(ii) Consolidated Results

We recorded a ''Profit After Exceptional Items and Before Tax'' of Rs. 1,825.04 million, for Financial Year 2013-2014 as compared to ''Loss After Exceptional Items and Before Tax'' of Rs. 2,575.36 million for Financial Year 2012-2013. ''Loss After Tax,'' Minority Interest and Share in Associates'' was Rs. 692.94 million for Financial Year 2013-2014 as compared to Rs. 5,540.75 million for Financial Year 2012-2013. Consequently basic earnings per share increased to Rs. (5.20) in Financial Year 2013-2014 from Rs. (37.65) in Financial Year 2012-2013.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management''s Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, is presented in a separate section and forms part of the Directors'' Report.

DIVIDEND

In view of the losses and the future expansion plans of the Company, the Board of Directors decided not to recommend any Dividend for the financial year ended March 31, 2014.

SUBSIDIARIES

Details of major subsidiaries of the Company and their business operations during the year under review are covered in the Management''s Discussion and Analysis Report.

Ministry of Corporate Affairs (MCA) vide General Circular no 08/2014 dated April 04, 2014 has issued a clarification that financial statements including documents required to be attached thereto, auditors report and Board''s report in respect of financial years that commenced earlier than 1st April, 2014 shall be governed by the relevant provisions/Schedules/rules of the Companies Act, 1956.

As per Section 212 of the Companies Act, 1956 ("the Act") the Company is required to attach the Balance Sheet, Profit and Loss Account, Directors'' Report, and Auditors'' Report of your Company''s subsidiaries to the Annual Report of your Company. But in accordance with the General Circular issued by the Ministry of Corporate Affairs, Government of India and the Resolution passed by the Board of Directors in their meeting held on May 30, 2014, the Annual Report of the Company for the financial year 2013-14 does not contain the Annual Accounts and other required documents of your Company''s subsidiaries. However, the Annual Accounts of the subsidiary companies and the related detailed information are open for inspection by any shareholder and your Company will make available those document/details upon request by any shareholder of the Company or its subsidiary companies who may be interested in obtaining the same. The annual accounts of the said subsidiaries will also be available for inspection at the head offices/ registered offices of the respective subsidiary companies

In terms of the tripartite agreement between the Company, Religare Capital Markets Limited ("RCML"), a wholly owned subsidiary of the Company and RHC Holding Private Limited ("RHCPL"), and due to severe long term restrictions imposed on RCML the financial statements of RCML and its subsidiaries have been excluded from the Consolidated financial statements of the Company w.e.f. October 01, 2011, in accordance with Para 11(b) of AS 21 – ''Consolidated Financial Statements'' and the investment held by the Company in equity and preference share capital of RCML has been accounted for as long term investment in accordance with AS 13- ''Accounting for Investments'' in compliance with Para 23 of AS 21 - ''Consolidated Financial Statements''.

Therefore, Consolidated Financial Statements presented by your Company, pursuant to Accounting Standard AS-21 issued by the Institute of Chartered Accountants of India, includes financial information of all its subsidiaries, excluding RCML and its subsidiaries, duly audited by the Statutory Auditors and the same is published in your Company''s Annual Report.

CHANGE IN ACCOUNTING POLICY

The Company in the previous year followed a policy of amortising goodwill on consolidation and also testing for impairment of goodwill on the balance sheet date. This policy has been changed with effect from April 01, 2013 whereby goodwill on consolidation is tested for impairment on the balance sheet date and impairment loss, if any, is recognized in the Statement of Profit and Loss.

The Company believes that the new policy is more closely aligned with the relevant Accounting Standards in India since they only prescribe impairment testing of goodwill and do not require goodwill on consolidation to be amortised.

As per AS 5- Net Profit or Loss for the Period, Prior Period Items and Changes in Accounting Policies, this is a change in accounting policy. Had the Company continued to amortise goodwill on consolidation, the loss for the year would have been higher by Rs. 796.93 million and correspondingly goodwill on consolidation would have been lower by the said amount.

MAJOR EVENTS

* Upgrade in outlook on issuer ratings for Religare Enterprises Limited and its key subsidiary

During the year under review, India Ratings and Research Pvt. Ltd. (a member of the Fitch Group) reviewed the long term issuer rating for the Company and the Tier-2 subordinate debt rating for the Company''s key subsidiary, Religare Finvest Ltd (RFL). As an outcome of the review, the outlook for both ratings was upgraded to ''Stable'' from ''Negative'' and the ratings for the Company as well as its key subsidiay RFL stand at ''IND AA- (Stable)''.

* Acquisition of JV partner''s interest in Religare Macquarie Wealth Management Limited

The Company had entered into a joint venture (JV) with the Macquarie Group of Australia which was engaged in the wealth management business in India; the JV company was known as Religare Macquarie Wealth Management Limited and had 50% equity holding each by the Company and Macquarie Group. The Macquarie Group had made a decision to exit the wealth management business across Asia and therefore offered its shareholding in the JV to the Company, which was accepted by the Company. To maximize the synergies between the retail broking business of the Company''s subsidiary, Religare Securities Limited (RSL), and the wealth management business, the Macquarie Group''s interest in the JV was acquired by RSL and the Company''s shareholding in the JV was also transferred to RSL, thereby making the wealth management business a wholly- owned direct subsidiary of RSL and an indirect subsidiary of the Company. The JV entity has been renamed Religare Wealth Management Limited to reflect the change in ownership.

* Divestment of non-core investments

The Company regularly reviews its portfolio of investments and from time to time divests holdings that are not core to the Company''s business and do not confer any strategic benefits. Accordingly, during the year under review, the Company has divested its entire 74% shareholding in its subsidiary Vistaar Capital Advisors Limited in favour of a new shareholder who can provide better strategic direction to the divested entity.

Investment by Customers Bancorp Inc., USA in Religare Enterprises Limited

As reported in the Company''s 29th Annual Report, Customers Bancorp Inc. ("CUBI"), a bank holding company based in Wyomissing, Pennsylvania, USA, had agreed in principle to invest the Indian rupee equivalent of USD 51 million in REL through a combination of a secondary purchase of the Company''s equity shares worth the Indian rupee equivalent of USD 22 million from the Company''s Promoters and Promoter Group, a fresh issue of the Company''s equity shares on a preferential allotment basis for the Indian rupee equivalent of USD 1 million, and subject to the approval of the Foreign Investment Promotion Board (FIPB), fresh issue of warrants in the Company that would entitle CUBI to acquire equity shares valued at the Indian rupee equivalent of up to USD 28 million. The dilution of the holdings of the Promoters and Promoter Group through this combination of fresh issue and secondary purchase of shares was intended to enable the Company to qualify for the issue of a banking licence by RBI under the extant RBI Guidelines.

In accordance with the above, the Company made a preferential issue of 195 ,936 equity shares, aggregating approximately the Indian rupee equivalent of USD 1 million, to a wholly-owned subsidiary of CUBI on August 14, 2013. Further, it was reported to the Company that a wholly-owned subsidiary of CUBI acquired 3,941,875 equity shares, aggregating the Indian rupee equivalent of USD 22 million from the Promoters and Promoter Group on September 19, 2013. The Company had applied to FIPB for the issue of the warrants as stated above, which was duly approved by FIPB on December 3, 2013. However, on December 18, 2013, the Company was informed by CUBI that based on the guidance received by CUBI from CUBI''s regulators (Federal Reserve) and shareholders, CUBI''s Board had directed that the share warrants not be acquired. Accordingly, we did not receive the subscription for the share warrants and no share warrants were allotted to CUBI.

Preferential Allotment of Equity Shares

On May 22, 2014, Company has raised Rs. 503.81 cr. through preferential allotment of equity shares to Bestest Developers Pvt. Ltd and Standard Chartered Bank (Mauritius) Limited at an issue price ofRs. 316.78 per equity share in accordance with provisions of Chapter VII of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 . After this preferential allotment, the shareholding of the Promoters and Promoter Group stands at 50.93% as on date.

Redemption of Preference Shares

On June 2, 2014 the Company redeemed 31,100,000 preference shares held by RHC Finance Pvt Ltd and RHC Holding Pvt. Ltd, companies that are part of the Promoter Group. Total redemption amount of the said preference shares was Rs. 434.27 cr. Preference shares were redeemed out of the funds raised through preferential allotment of Equity Shares by the Company.

CHANGES IN CAPITAL STRUCTURE

During the financial year ended March 31, 2014, consequent to the exercise of options granted under the Employees Stock Option Scheme -2006, 11,000 Equity Shares ofRs. 10 each have been allotted during the financial year ended March 31, 2014 to the eligible employees at an exercise price ofRs. 140/- per share.

During the period under review, the Company had also allotted 195,936 Equity Shares to CUBI India Ventures Pte. Ltd on Preferential basis at a price of Rs. 313.15 per Equity Share.

Consequently, the issued, subscribed and paid up equity share capital increased from Rs. 1494.01 million as at March 31, 2013 to Rs. 1496.08 million as at March 31, 2014.

After March 31, 2014, till date

On 06th May 2014, Company has allotted 12,817,331 Equity Shares to International Finance Corporation ("IFC") pursuant to conversion of 4,048,354 Compulsory Convertible Debentures ("CCD") of face value of Rs. 1000/- each. CCDs were allotted to IFC on November 7, 2012 at a conversion price ofRs. 315.85 per equity share in accordance with provisions of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009.

On 22nd May 2014, Company has allotted 8,554,833 Equity Shares to Bestest Developers Pvt. Ltd, non-promoter company and 7,349,385 Equity Shares to Standard Chartered Bank (Mauritius) Limited, Foreign Institutional Investor, at an issue price ofRs. 316.78 per share in accordance with provisions of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009.

Consequently, the issued, subscribed and paid up equity share capital as on date is Rs. 1783.30 million.

NON-CONVERTIBLE DEBENTURES

The Company on September 30, 2013 has allotted:

- 1500, 10.5% Secured Redeemable Non Convertible Debentures of face value of Rs. 10,00,000/- each aggregating to Rs. 1500 million.

- 4750, Zero Coupon Secured Redeemable Non Convertible Debentures of face value of Rs. 10,00,000/- each aggregating to Rs. 4750 million redeemable at premium of Rs. 8,92,533.93/- per Debenture

Above mentioned Debentures are issued in DEMAT form and are listed on BSE Limited.

PUBLIC DEPOSITS

Your Company has neither invited nor accepted any deposits from public within the meaning of Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposit) Rules, 1975 during the year under review.

CORE INVESTMENT COMPANY

Your Company has received the Certificate of Registration as a Non-Deposit Taking Systemically Important Core Investment Company ("CIC-ND-SI") vide Certificate No. N-14.03222 dated June 03, 2014 issued by the Reserve Bank of India ("RBI").

Previously, the Company was registered as a Non-Deposit Taking Systemically Important Non-Banking Financial Company ("NBFC- ND-SI") vide Certificate No. N-14.03222 dated June 18, 2010 issued by RBI.

RBI Disclaimer: (a) Reserve Bank of India does not accept any responsibility or guarantee about the present position as to the financial soundness of the Company or for the correctness of any of the statements or representations made or opinions expressed by the company and for discharge of liability by the Company; (b) Neither is there any provision in law to keep, nor does the company keep any part of the deposits with the Reserve Bank and by issuing the Certificate of Registration to the company, the Reserve Bank neither accepts any responsibility nor guarantee for the payment of the public funds to any person / body corporate.

CAPITAL ADEQUACY

Your Company is primarily an investment holding company and more than 90% of its total assets consist of investment in shares of subsidiary companies/ joint venture companies. Upon an application made by the Company, RBI has issued the Certificate of Registration as a Non-Deposit Taking Systemically Important Core Investment Company ("CIC-ND-SI") vide Certificate No. N-14.03222 dated June 03, 2014.

As a CIC-ND-SI, the Company is required to maintain minimum Adjusted Net Worth of 30% of its aggregate risk weighted assets on balance sheet and risk adjusted value of off-balance sheet items as on the date of the last audited balance sheet as at the end of the financial year. The company is in compliance with the abovementioned requirements as on March 31, 2014.

However, as against the minimum prescribed Capital Adequacy Ratio (CAR) of 15% for a Non-Banking Financial Company as set out by RBI, as on March 31, 2014 the Company (being an NBFC as on that date) had a CAR of (-)237.86%.

RELIGARE EMPLOYEES STOCK OPTION SCHEMES – 2006, 2010 & 2012

Nomination and Remuneration Committee of the Board of Directors of the Company, inter alia, administers and monitors the Employees'' Stock Option Schemes of the Company in accordance with the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 (''the SEBI Guidelines''). Details as required under the Securities and Exchange Board of India (Employees Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines, 1999, for Religare Enterprises Limited Employees Stock Option Scheme, 2006, Religare Employees Stock Option Scheme 2010 and Religare Employees Stock Option Scheme 2012 are disclosed in the Report on Corporate Governance and forms part of the Director''s Report.

DIRECTORS

Mr. J W Balani, Independent Director, and Capt. G P S Bhalla (Alternate Director to Mr. Deepak Sabnani) have resigned from the Board of Directors of the Company w.e.f June 27, 2013 and September 4, 2013 respectively. The Board of Directors places on record their appreciation for the valuable services and guidance provided by them during their tenure as Directors of the Company.

The Company had, pursuant to the provisions of clause 49 of the Listing Agreements entered into with Stock Exchanges, appointed Mr. A C Mahajan , Mr. Arun Ramanathan, Mr. Deepak Ramchand Sabnani, Mr. Padam Bahl, Mr. R. K. Shetty and Mrs. Sangeeta Talwar as Independent Directors of the Company.

As per section 149(4) of the Companies Act, 2013 (Act), which came into effect from April 1, 2014, every listed public company is required to have at least one-third of the total number of directors as Independent Directors. In accordance with the provisions of section 149 of the Act, these Directors are being appointed as Independent Directors to hold office as per their tenure of appointment mentioned in the Notice of the forthcoming Annual General Meeting (AGM) of the Company.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

Mrs. Sangeeta Talwar was appointed as an additional director by the Board in the category of Independent Non Executive w.e.f. January 31, 2014. Mrs. Sangeeta Talwar has over 3 decades of experience in the corporate sector. Mrs. Sangeeta Talwar, has handled several critical roles and assignments across leading organizations and geographies. She was most recently the Managing Director of NDDB Dairy Services - a new company she helped establish. The company was mandated by NDDB, and funded by the World Bank, to deliver the National Dairy Plan and usher in the second White Revolution. She spearheaded the design and establishment of an innovative business model for creating sustainable livelihood for dairy farmers. This novel concept is being used to set up farmer owned, professionally managed Producer Companies as a complementary structure to Cooperatives. She set up two such companies with 100,000 farmers.

Mrs. Sangeeta Talwar will hold office of the Additional Director up to the date of the ensuing Annual General Meeting. The Company has received requisite notice in writing from a member of the Company proposing Mrs. Sangeeta Tawlar for appointment as an independent director.

As per section 152 of the Companies Act, 2013, Mr. Harpal Singh retires by rotation and further being eligible, offers himself for re- appointment at the ensuing Annual General Meeting. The Board of Directors recommends his re-appointment.

The brief resume and other details relating to the directors, who are to be appointed/ re-appointed as stipulated under Clause 49(IV)(G) of the Listing Agreement, are furnished in the Notice of Annual General Meeting forming part of the Annual Report.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

During the year, Board of Directors have constituted the Corporate Social Responsibility Committee (CSR Committee) comprising Mr. Sunil Godhwani as the Chairman and Mr. Arun Ramanathan, Mr. A C Mahajan and Mrs. Sangeeta Talwar as other members.

The said Committee has been entrusted with the responsibility of formulating and recommending to the Board, a Corporate Social Responsibility Policy (CSR Policy), monitoring and ensuring implementation of the projects / programmes / activities proposed to be undertaken by the company, monitoring the implementation of the framework of the CSR Policy and recommending the amount of expenditure to be incurred on the Corporate Social Responsibility activities to the Board.

AWARDS & RATINGS

Your Company''s subsidiaries/Joint-Ventures have received recognition by way of several awards across the businesses during the period under review including the following:

AWARDS

Religare Health Insurance has been awarded the ''Technology Innovation in Health Insurance Award'' at the prestigious ''Indian Insurance Awards - 2013''.

Religare Health Insurance has been awarded the ''Rising Star Insurer Award'' at the ''India Insurance Awards 2014''

Religare Health Insurance has been awarded the ''Editor''s Choice Award'' by Finnoviti for ''Innovation in Product- Care''.

Religare''s online Investor Education Initiative ''www.smarterwithmoney.in'' has been conferred with ''The Futurist Marketing Hall of Fame Award''.

In Charge - Metals, Energy & Currency Research, Religare Securities Limited was conferred with ''India''s Best Market Analyst- Commodities Technicals'' Award at ''Zee India''s best Market Analyst Awards 2013''.

The Indian Insurance Awards, has awarded AEGON Religare Life Insurance (ARLI) as the ''E-Business Leader'' under the category of Overall Insurance Industry Awards.

RATINGS

India Ratings & Research Private Limited, a FITCH group company("IRRPL") has assigned "IND AA-" long term issuer rating with a stable outlook to Company''s Rs. 7.22 bn outstanding Secured redeemable non-convertible debentures.

IRRPL has also assigned "IND AAA (SO)" rating to Company''s outstanding Rs. 6.25 bn Secured Redeemable Non-Convertible Debentures.

LISTING WITH STOCK EXCHANGES

The Equity Shares of the Company are listed on National Stock Exchange of India Limited and BSE Limited. The annual listing fees for the year 2014-15 has been paid to these Exchanges.

STATUTORY DISCLOSURES

None of the Directors of your Company is disqualified as per provision of section 274(1)(g) of the Companies Act, 1956. The Directors of the Company have made necessary disclosures, as required under various provisions of the Companies Act, 1956, Companies Act, 2013 and Clause 49 of the Listing Agreement.

CONSOLIDATED FINANCIAL STATEMENTS

As required under the Listing Agreements with the Stock Exchanges, Consolidated Financial Statements of the Company and all its subsidiaries are attached. The consolidated Financial statements have been prepared in accordance with Accounting standard 21, Accounting standard 23 and Accounting standard 27 issued by The Institute of Chartered Accountants of India.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

In view of the nature of activities which are being carried on by the Company, the particulars as prescribed under Section 217(1)(e) of the Companies Act, 1956 read with Companies'' (Disclosures of Particulars in the Report of the Board of Directors) Rules, 1988 regarding Conservation of Energy and Technology Absorption are not applicable to the Company.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has continued to maintain focus and avail of export opportunities based on economic considerations. The Company has incurred expenditure of Rs. 79.90 Million (Previous Year: Rs. 71.92 Million) in Foreign Exchange and earned Nil (Previous Year: Nil) in Foreign Exchange during the year under review on a standalone basis.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 217(2AA) of the Companies Act, 1956 with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

(i) In the preparation of the annual accounts for the financial year ended March 31, 2014, the applicable accounting standards have been followed along with proper explanations relating to material departures;

(ii) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2014, and of the loss of the Company for the year under review;

(iii) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) the Directors had prepared the annual accounts for the financial year ended March 31, 2014 on a ''going concern'' basis.

CORPORATE GOVERNANCE

The Company is committed to uphold the highest standards of Corporate Governance and adhere to the requirements set out by the Securities and Exchange Board of India.

A detailed report on Corporate Governance along with the Certificate of M/s Sanjay Grover & Associates, Company Secretaries, confirming compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges forms part of the Annual Report.

AUDITORS

M/s Price Waterhouse, Chartered Accountants, who are the statutory auditors of the Company, hold office till the conclusion of the forthcoming AGM and are eligible for re-appointment. The Company has received letters from them to the effect that their re-appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for re-appointment. Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Rules framed thereunder, it is proposed to appoint M/s Price Waterhouse as statutory auditors of the Company from the conclusion of the forthcoming AGM till the conclusion of the AGM to be held in the year 2017, subject to ratification of their apppointment at every AGM.

AUDITORS'' REPORT

The observations of the Auditors in their report read together with the Notes on Accounts are self-explanatory and therefore, in the opinion of the Directors, do not call for any further explanation.

STATEMENT OF PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 and the Companies (Particulars of Employees) Amendment Rules, 2011, the statement of particulars of employees shall form part of the Directors'' Report.

However, having regard to the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956 this Report along with Corporate Governance Report and Accounts are being sent to all the Shareholders excluding the Statement of particulars of employees under Section 217(2A) of the Act. Any member interested in obtaining a copy of the statement may write to the Company Secretary at the Registered Office of the Company.

HUMAN RESOURCES

Employees are our vital and most valuable assets. We have created a favourable work environment that encourages innovation and meritocracy. It is important for us that organisation culture and organisation strategy are well aligned. Over a period we have developed a strong culture of transparency through constant employee communication and have developed strong performance management practices wherein best in class reward and recognition systems are deployed. We have also set up a scalable recruitment and human resources management process which enables us to attract and retain high caliber employees. Our employee partnership ethos reflects the Company''s longstanding business principles and drives the Company''s overall performance with the prime focus to identify, assess, groom and build leadership potential for future.

ACKNOWLEDGEMENTS

Your Directors would like to express their sincere appreciation for the co-operation and assistance received from the Bankers, Regulatory Bodies, Stakeholders including Financial Institutions and other business associates who have extended their valuable sustained support and encouragement during the year under review.

Your Directors also wish to place on record their deep sense of gratitude and appreciation for the commitment displayed by all executives, officers and staff at all levels of the Company, resulting in the successful performance of the Company during the year under review. We look forward for your continued support in the future.

Place: New Delhi By order of the Board of Directors

Date:July 31, 2014 For Religare Enterprises Limited

Sd/- Sunil Godhwani Chairman & Managing Director

---

Mar 31, 2013

Dear Members,

Religare Enterprises Limited

The Directors have pleasure in presenting this 29 th Annual Report on the business and operations of the Company together with Audited Accounts for the financial year ended March 31, 2013.

FINANCIAL RESULTS

The highlights of standalone and consolidated financial results of the Company for the Financial Years 2012-13 and 2011-12 are as under:

PARTICULARS STANDALONE CONSOLIDATED (Rs. in Million) (Rs. in Million) 2012-13 2011-12 2012-13 2011-12

Total Income 2,208.13 569.50 34,871.62 32,328.67

Total Expenditure 1,633.01 2,387.49 32,555.71 33,751.81

Profit / (Loss) Before Exceptional Items and Tax 545.12 (1,817.99) 2,315.91 (1,423.14)

Profit / (Loss) After Exceptional Items and Before Tax (7,554.88) (8,173.49) (2,575.36) (964.29)

Net Profit / (Loss) after Tax (7,609.52) (8,162.14) (4,807.20) (1,489.55)

Adjustment: Minority Interest/ Joint Venture - - (734.10) (645.29)

Share of Profit in Associate - - 0.55 7.19

Net Profit / (Loss) for the year (7,609.52) (8,162.14) (5,540.75) (2,127.65)

Brought forward Balance (7,978.84) 183.30 (4,172.90) (2,045.25)

Profit available for appropriation (15,588.35) (7,978.84) (9,713.65) (4,172.90)

Appropriation:

Statutory Reserve - - - -

Surplus/(Deficit) Carried to Balance Sheet (15,588.35) (7,978.84) (9,713.65) (4,172.90)

OPERATIONS

We recorded a ''Consolidated Loss before Tax'' of Rs. 2575.36 million, for Financial Year 2012-2013 as compared to ''Consolidated Loss before Tax'' of Rs. 964.29 million for Financial Year 2011-2012, ''Loss after Tax after Minority Interest'' was Rs. 5540.75 million for Financial Year 2012-2013 as compared to ''Loss after Tax after Minority Interest'' Rs. 2127.65 million for Financial Year 2011-2012. Consequently basic earnings (losses) per share increased to Rs. (37.65) in Financial Year 2012-2013 from Rs. (15.80) in Financial Year 2011-2012.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management''s Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, is presented in a separate section and forms part of the Directors'' Report.

DIVIDEND

In view of the losses and the future expansion plans of the Company, the Board of Directors decided not to recommend any Dividend for the financial year ended March 31, 2013.

SUBSIDIARIES

As per Section 212 of the Companies Act, 1956 ("the Act") the Company is required to attach the Balance Sheet, Profit and Loss Account, Directors'' Report, and Auditors'' Report of your Company''s subsidiaries to the Annual Report of your Company, but in accordance with the Resolution passed by the Board of Directors in their meeting held on May 23, 2013, it is not required to attach the documents of the subsidiaries of your Company as prescribed under Section 212(1) of the Companies Act, 1956. Accordingly, the Annual Report of the Company for the financial year 2012-13 does not contain the Annual Accounts and other required documents of your Company''s subsidiaries. However, the Annual Accounts of the subsidiary companies and the related detailed information are open for inspection by any shareholder and your Company will make available those document/details upon request by any shareholder of the Company or its subsidiary companies who may be interested in obtaining the same.

During the previous year ended March 31, 2012 and pursuant to the terms of the tripartite agreement between the Company, Religare Capital Markets Limited ("RCML"), a wholly owned subsidiary of the Company and RHC Holding Private Limited ("RHCPL"), the Company has consented to infuse additional capital of upto 11,198,324,647 in Religare Capital Markets Limited (RCML) in the eventuality of a liquidity requirement by RCML and its subsidiaries to discharge its outstanding borrowings (net of realizable value of securities) as of September 30, 2011. The said capital commitment had been disclosed as a contingent liability in the financial statements of the Company.

Pursuant to the above agreement and amendment thereon, during the year ended March 31, 2013, the Company upon request of RCML, subscribed 500,000,000, 0.001% Cumulative Non-Convertible Redeemable Preference Shares of Rs. 10 each (fully paid up) and 620,000,000, 0.002 % Cumulative Non-Convertible Redeemable Preference Shares of Rs. 10 each ( Rs. 5 partly paid up) aggregating to Rs. 81,00,000,000 in part settlement of the Financial Commitments. Consequently, the remaining capital commitment on partly paid up shares isRs. 3,100,000,000 and has been disclosed as a contingent liability in the financial statements of the Company.

Due to severe long term restrictions imposed on RCML and considering financial position of RCML, the company has made provision of investments in equity shares of book value of Rs. NIL (March 31, 2012: Rs. 3,855,500,000) and preference shares of book value of Rs. 8,100,000,000 (March 31, 2012: Rs. 2,500,000,000).

Further, in view of the aforesaid agreement, the financial statements of RCML and its subsidiaries have been excluded from the Consolidated financial statements of the Company w.e.f. October 01, 2011, in accordance with Para 11(b) of AS 21 - ''Consolidated Financial Statements'' and the investment held by the Company in equity and preference share capital of RCML has been accounted for as long term investment in accordance with AS 13- ''Accounting for Investments'' in compliance with Para 23 of AS 21 - ''Consolidated Financial Statements''.

Therefore, Consolidated Financial Statements presented by your Company,pursuant to AS-21 issued by the Institute of Chartered Accountants of India, includes financial information of all its subsidiaries,excluding RCML and its subsidiaries, duly audited by the Statutory Auditors and the same is published in your Company''s Annual Report.

MAJOR EVENTS

* Investment by International Finance Corporation (IFC) in Religare Enterprises Limited

Religare Enterprises Limited raised Rs. 4040 million from International Finance Corporation ("IFC"), a member of the World Bank Group. IFC invested the'' equivalent of US$ 75 million in the form of Compulsorily Convertible Debentures ("CCDs"), with conversion timeline into equity shares in 18 months. The funds were raised for business operations of Company and its underlying subsidiaries.

IFC, a member of the World Bank Group, is the largest global development institution focused exclusively on the private sector. IFC helps developing countries to achieve sustainable growth by financing investment, mobilizing capital in international financial markets, and providing advisory services to businesses and governments.

Investment by IFC is an endorsement of Company''s distinctive, high quality, diversified financial services franchise focused on the long term growth potential in Indian market.

* Investment by Customers Bancorp Inc, USA in Religare Enterprises Limited

Customers Bancorp Inc., ("CUBI") has in principally agreed to invest '' equivalent of US$ 51 Million in Religare Enterprises Limited ("REL" or the "Company") through a combination of primary and secondary market investment as detailed below -

* CUBI shall make a secondary purchase of Indian Rupee equivalent of US$ 22 Million of equity shares of the Company from the promoters. The promoters are selling the shares as part of their 22% divestment to bring down their shareholding to 49% to qualify Religare Enterprises Limited to setup NOFHC as per RBI Guidelines for a banking license. This transaction would be done at prevailing market price on date of purchase.

* In addition, CUBI shall make an investment for the Indian Rupee equivalent of US$ 28 Million in share warrants issued by the Company on preferential allotment basis, as per SEBI floor price and as per applicable law. Share Warrants would be convertible into equity shares in maximum of 18 months.

* CUBI will also subscribe to common equity shares of the Company for the Indian Rupee equivalent of US$ 1 Million on a preferential allotment basis, as per SEBI floor price and as per applicable law.

Customers Bancorp Inc. is a bank holding company for Customers Bank based in Wyomissing, Pennsylvania. CUBI is a state-chartered, full-service bank headquartered in Phoenixville, Pennsylvania. CUBI is a member of the Federal Reserve System and is insured by the Federal Deposit Insurance Corporation. With assets of approximately US$ 3.5 billion at March 31, 2013, CUBI provides a full range of banking services to small and medium-sized businesses, professionals, individuals and families through office locations in Pennsylvania, New York, New Jersey, Rhode Island and Massachusetts.

To harness CUBI''s extensive banking experience and offer the best practices of the US market for customers in India, Company Board approved the aforesaid investment by CUBI. Company and CUBI management teams will also enter into a business alliance agreement to find opportunities to service Religare''s customers across businesses, as well as potential customers of CUBI of Indian origin in the US for their India investment needs.

- Strategic Joint Venture between Religare Asset Management Company (RAMC) and Invesco (IVZ)

RAMC, the asset management arm of Religare Enterprises Limited (REL), and Invesco Ltd., a leading independent global investment management firm, has formed a Strategic Joint Venture between the two firms, where Invesco has acquired a 49 percent interest in RAMC.

RAMC is among the top fifteen asset management companies in India, with combined (onshore and offshore advisory) assets under management of over US$ 2.6 billion and a presence in 53 cities across India.

Invesco Ltd. is a leading independent global investment management firm, dedicated to helping investors worldwide achieve their financial objectives. Operating in more than 20 countries, IVZ is listed on the New York Stock Exchange, and manages over US$ 600 billion in assets globally.

- Launch of Religare Health Insurance Company Limited

The past year saw the formal launch of operations for Religare Health Insurance Company Limited. The company which is a stand-alone health insurer offers health insurance solutions to both individual customers through its product ''Care'', which has a host of ''industry-first'' features as well as employees of corporates through its product ''Group Care''. Religare Health Insurance has made significant progress in FY13 and is already operating out of 30 branches, servicing more than 3,50,000 lives across 130 locations including 40 corporates. At a functioning level, the company is focused on building strong processes, superlative service model and robust delivery mechanisms backed by technological prowess, leveraging group distribution network and creating a strong operating platform across India.

- Religare Finvest Limited

Religare Finvest Limited continues to reinforce its leadership position with its SME-focused Lending business. It was successful in raising additional capital ofRs. 5000 million through its Public Debt Issue, which was very well received and was oversubscribed, keeping in line with its previous record. The company has also launched an integrated and organized effort to focus and reach out to its customers directly through the Direct Client Coverage Model while also strengthening its DSA''s network and partnerships. The initiative has shown early signs of success. Additionally, the company is also extending its business interests to other lines of businesses such as affordable housing which is currently being piloted in few areas through its wholly owned subsidiary Religare Housing Development Finance Corporation Limited.

- Acquisition of Religare Health Trust Trustee Manager Pte Ltd., Singapore

RGAM Corporation Pvt Ltd acquired 100% stake in Religare Health Trust Trustee Manager Pte Ltd., Singapore, which is the trustee manager for Religare Health Trust (RHT). RHT successfully raised approximately S$510.7 million by listing its units on the Singapore Exchange. This was the largest initial public offering of a business trust sponsored by an Indian company in Singapore.

CHANGES IN CAPITAL STRUCTURE

During the financial year ended March 31, 2013, the authorised share capital of the Company has been increased from Rs. 3000 million (Rupees Three Thousand million only) consisting of 200 million (Two Hundred million) Equity Shares of Rs. 10 each and 100 million (One Hundred million)Redeemable Preference Shares of Rs. 10 each to Rs. 3500 million (Rupees Three Thousand Five Hundred million only) consisting of 250 million (Two Hundred Fifty million ) Equity Shares of Rs. 10 each and 100 million (One Hundred million) Redeemable Preference Shares ofRs. 10 each.

Further, consequent to the exercise of options granted under the Employees Stock Option Scheme -2006, 97,690 Equity Shares of Rs. 10 each have been allotted during the financial year ended March 31, 2013 to the eligible employees.

During the period under review, the Company had also allotted 1000 Equity Shares to International Finance Corporation on Preferential basis at a price of Rs. 315.85 per Equity Share.

Consequently, the issued, subscribed and paid up equity share capital increased from Rs. 1493.03 million as at March 31, 2012 to Rs. 1494.01 million as at March 31, 2013.

Further Company has allotted 4,048,354 Compulsory Convertible Debentures(''CCD'') off 1000/- each to International Finance Corporation. CCD will be converted into equity shares of Rs. 10/- each at a conversion price of Rs. 315.85 .

Non-Convertible Debentures

The Company on March 28, 2013 has allotted

- 3000, zero coupon Secured Non-Convertible Debentures with a yield of 14% of the face value of Rs. 10,00,000/- each aggregatingto Rs. 3000 million.

- 5455, 14% Secured Non-Convertible Debentures of the face value of Rs. 10,00,000/- each aggregating to Rs. 5455 million

Above mentioned Debentures are issued in DEMAT form and are listed on BSE Limited.

CAPITAL ADEQUACY

As against the minimum prescribed Capital Adequacy Ratio (CAR) of 15% as set out by the Reserve Bank of India (RBI), the Company has a CAR of (-)144.22% as on March 31, 2013.

Your Company is primarily an investment holding company and more than 90% of its total assets consist of investment in shares of subsidiary companies/joint venture companies. In view of the same, the Company had filed an application with RBI on March 28, 2011 for registration as a Core Investment Company ("CIC-ND-SI"), which is presently pending for approval. Once the Company is registered as a CIC-ND-SI, the Capital Adequacy requirement is different and on which the Company is compliant.

During the year ended March 31, 2013, the Company has raised money by allotting 1,000 Equity Shares of face value of Rs. 10/- each at Rs. 315.85 per Equity Share, 4,048,354 Compulsory Convertible Debentures ("CCD") of face value Rs. 1,000/- each and 8,455 Non-Convertible Debentures ("NcD") of face value ofRs. 1,000,000/- each, aggregating to Rs. 12,503.67 million, to various parties.

The Company has invested above proceeds in its Subsidiaries/ Group companies/ JV companies. Whereas monies raised through CCD and NCD do not get counted towards calculation of Owned Fund, any investment in Subsidiaries/ Group companies/ JV companies is deducted from Owned Fund for arriving at Net Owned Fund. Therefore, despite the Owned Fund of Company as on March 31, 2013 standing at a robust 2,942.35 crores, the investment by Company from funds so raised has resulted in the Net Owned Fund of Company to fall tS (-) 9,815.10million and eventually, a negative CAR of (-)144.22%.

RELIGARE EMPLOYEES STOCK OPTION SCHEMES - 2006, 2010 & 2012

Details as required under the Securities and Exchange Board of India (Employees Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines, 1999, for Religare Enterprises Limited Employees Stock Option Scheme, 2006, Religare Employees Stock Option Scheme 2010 and Religare Employees Stock Option Scheme 2012 are disclosed in the Report on Corporate Governance and forms part of the Director''s Report.

DIRECTORS

Mr. Stuart D. Pearce and Mr. J W Balani, Independent Directors, have resigned from the Board of Directors of the Company w.e.f. December 31, 2012 and June 27, 2013 respectively. The Board of Directors places on record their appreciation for the valuable services and guidance provided by them during their tenure as Directors of the Company. Further Mr. Shachindra Nath Director & Group CEO and Mr. Anil Saxena, Director & Group CFO also have stepped down from the Board of the Company w.e.f 24th January 2013. However, Mr. Shachindra Nath and Mr. Anil Saxena continues to be designated as Group CEO and Group CFO respectively.

Further during the year, Mr. Virendra Kumar Madan was appointed as additional director by the Board in the category of Non Independent Non-Executive, Mr. Monish Kant Dutt was appointed as additional director by the Board in the category of Non Independent Non-Executive as a nominee of International Finance Corporation, Mr. Avinash Chander Mahajan was appointed as additional director by the Board in the category of Independent Non-Executive.Further Mr. Arun Ramanathan was appointed as additional director in the category of Independent Non-Executive w.e.f May 06, 2013. Mr. Rama Krishna Shetty was also appointed as additional director in the category of Independent Non-Executive w.e.f June 28, 2013.

Mr. Virendra Kumar Madan has over 4 decades of experience in the corporate sector and as an entrepreneur across diversified sectors including textiles, real estate, hospitality, health care and power generation. Mr. Madan was associated with DCM Ltd for 32 years where he rose to become President and CEO. Among his other assignments, Mr. Madan was President of Magnum International Trading Company Pvt. Ltd., a conglomerate involved in industrial and economic projects. He currently also serves as a Director on the boards of Taj Kerala Hotels & Resorts Ltd. and Nidra Hospitality Pvt. Ltd

Mr. Monish K Dutt has extensive investment and advisory experience with International Finance Corporation in emerging markets in Asia, Eastern Europe, Africa and Latin America with a focus on private equity funds and financial institutions. A London Business School alumnus (MBA), Mr. Dutt worked with Ernst & Young in London and qualified as a Chartered Accountant in the UK. He then joined International Finance Corporation/the World Bank Group where he worked for about 25 years till 2011. During his tenure at the World Bank and International Finance Corporation, he held various positions including that of Chief Credit Officer. He is currently an Emerging Markets Consultant, a Director of a Pan Caribbean Insurance Group and an Advisor to a London-based start-up private equity firm.

Mr Avinash Chander Mahajan, a post graduate in Science, has spent over 3 decades in India''s banking industry across various senior positions. Between 2006 and 2008, he was the Chairman and Managing Director of Kolkata-based Allahabad Bank. He took charge of Canara Bank for two years in 2008. He was earlier Executive Director at Bank of Baroda. Mr. Mahajan currently also serves as the Chairman of the Governing council of Banking Codes and Standards Board of India

Mr. Arun Ramanathan, IAS (retd) has retired from the Indian Administrative Service as the Union Finance Secretary in 2009 and has held various key offices in the central and state governments in Finance, Taxation, Industry, Food & Civil Supplies, Consumer Protection, Transport, Leather, Fisheries, Sericulture and General Administration.In the Government of India, at the Joint Secretary Level Mr. Ramanathan was the CEO (Member Secretary) of the Silk Board, Secretary (Chemicals & Petrochemicals), Secretary (Department of Financial Services) and at the time of his superannuation he was the Union Finance Secretary.Mr. Ramanathan has an accoladed academic record. Besides being a Master of Philosophy in Developmental Economics from the Cambridge University, United Kingdom, Mr. Ramanathan also holds degree in a Master of Business Administration and Master of Science in Nuclear Physics. Mr. Ramanathan is a director in various Government and Private Sector Companies including, Indian Clearing Corporation Ltd, National Textiles Corporation Ltd, Shipping Corporation of India, ONGC, ONGC Videsh. Equitas Holding Private Limited and Singhvi Investment & Finance Company. In the past, Mr. Ramanathan has been a Director at Titan Industries, Tamil Nadu Petro Products, State Bank of India, IdBi, ICICI, IDFC, LIC, IIFCL, Jenson & Nicholson, JCT Electronics and United Stock Exchange

Mr. R. K. Shetty, aged 65 years, holds a Bachelor''s degree in Engineering from the Basaveshwara College, Bagalkot and has completed an Executive Development program from the Jamnalal Bajaj Institute of Management Studies, Mumbai in Product Management Control and Financial Management. He has more than 38 years of work experience and has received the prestigious National Productivity Award in the year 1992 Mr. Shetty was President of Karnataka State Hockey Association, Vice-President of Karnataka Olympic Association and is presently Chairman of the Development Panel, Indian Hockey Federation and Confederation.

All Five Directors will hold office of the Additional Director up to the date of the ensuing Annual General Meeting. Board proposes to regularize them as Directors in the forthcoming Annual General Meeting.

As per section 255 and 256 of the Companies Act, 1956 Mr. Padam Bahl and Mr. Ravi Umesh Mehrotra are the Directors liable to retire by rotation and further being eligible, offers themselves for re-appointment at the ensuing Annual General Meeting. Board recommends their re-appointment for your approval.

The brief resume and other details relating to the directors, who are to be appointed/ re-appointed as stipulated under Clause 49(IV)(G) of the Listing Agreement, are furnished in the Notice of Annual General Meeting forming part of the Annual Report.

The Company also has Audit Committee which is constituted as per requirement of Section 292A of the Companies Act, 1956 and Clause 49 of Listing Agreement. Audit Committee has 4 members out of which 3 are Non-Executive Independent Directors and one is Executive Director.Chairman of Audit Committee is Independent Non-Executive Director.

AWARDS &RATINGS

Your Company''s subsidiaries have received recognition by way of several awards across the businesses during the period under review including the following:

AWARDS

- Religare Finvest Limited has been awarded theFinnoviti 2012 award in the "Innovation in Process" category.

- Religare Securities Limited has been awarded the "Best Investor Education & Category Enhancement - Currency Broker" at the Bloomberg UTV Financial Leadership Awards.

- Religare Commodities Limited has been awarded the "Best Commodity Broker" at the Bloomberg UTV Financial Leadership Awards.

RATINGS

India Ratings & Research Private Limited, a FITCH group company has assigned ''IND AA- Outlook Negative'' by (pronounced as "AA-") rating to Company''s Rs. 845.50 Cr Secured redeemable non-convertible debentures.

PUBLIC DEPOSITS

Your Company has neither invited nor accepted any deposits from public within the meaning of Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposit) Rules, 1975 during the year under review.

Your Company is registered as a Non-deposit taking Non-Banking Financial Institution (NBFI) vide Certificate No. N- 14.03222 dated June 18, 2010 issued by the Reserve Bank of India (RBI). Further, in terms of revised Regulatory framework for Core Investment Companies ("CIC") issued by the RBI on January 5, 2011, the Company has applied to RBI for registration as a Systemically Important Non-deposit taking Core Investment Company (CIC-ND-SI) and the same is in process at the RBI.

LISTING WITH STOCK EXCHANGES

The Equity Shares of the Company are listed on National Stock Exchange of India Limited and BSE Limited. The annual listing fees for the year 2013-14 has been paid to these Exchanges.

STATUTORY DISCLOSURES

None of the Directors of your Company is disqualified as per provision of section 274(1)(g) of the Companies Act, 1956. The Directors of the Company have made necessary disclosures, as required under various provisions of the Act and Clause 49 of the Listing Agreement.

CONSOLIDATED FINANCIAL STATEMENTS:

As required under the Listing Agreements with the Stock Exchanges'' Consolidated Financial Statements of the Company and all its subsidiaries are attached. The consolidated Financial statements have been prepared in accordance with Accounting standard 21 ,Accounting standard 23 and Accounting standard 27 issued by The Institute of Chartered Accountants of India.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

In view of the nature of activities which are being carried on by the Company, the particulars as prescribed under Section 217(1)(e) of the Companies Act, 1956 read with Companies'' (Disclosures of Particulars in the Report of the Board of Directors) Rules, 1988 regarding Conservation of Energy and Technology Absorption are not applicable to the Company.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has continued to maintain focus and avail of export opportunities based on economic considerations.The Company has incurred expenditure ofRs. 71.92 Million (Previous Year:Rs. 86.87 Million) in Foreign Exchange and earned Nil (Previous Year: Nil) in Foreign Exchange during the year under review on a standalone basis.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 217(2AA) of the Companies Act, 1956 with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

(i) In the preparation of the annual accounts for the financial year ended March 31, 2013, the applicable accounting standards have been followed along with proper explanations relating to material departures;

(ii) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2013, and of the loss of the Company for the year under review;

(iii) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) the Directors had prepared the annual accounts for the financial year ended March 31, 2013 on a ''going concern'' basis.

CORPORATE GOVERNANCE

The Company is committed to uphold the highest standards of Corporate Governance and adhere to the requirements set out by the Securities and Exchange Board of India.

A detailed report on Corporate Governance along with the Certificate of M/s Sanjay Grover & Associates, Company Secretaries, confirming compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges forms part of the Annual Report.

AUDITORS

M/s Price Waterhouse, Chartered Accountants, retires as Statutory Auditors of the Company at the conclusion of the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept the office of the Statutory Auditors, if re-appointed.

AUDITORS'' REPORT

The observations of the Auditors in their report read together with the Notes on Accounts are self-explanatory and therefore, in the opinion of the Directors, do not call for any further explanation.

STATEMENT OF PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 and the Companies (Particulars of Employees) Amendment Rules, 2011, the statement of particulars of employees shall form part of the Directors'' Report.

However, having regard to the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956 this Report along with Corporate Governance Report and Accounts are being sent to all the Shareholders excluding the Statement of particulars of employees under Section 217(2A) of the Act. Any member interested in obtaining a copy of the statement may write to the Company Secretary at the Registered Office of the Company.

HUMAN RESOURCES

Employees are our vital and most valuable assets. We have created a favourable work environment that encourages innovation and meritocracy. We have also set up a scalable recruitment and human resources management process which enables us to attract and retain high caliber employees. Our employee partnership ethos reflects the Company''s long-standing business principles and drives the Company''s overall performance with the prime focus to identify, assess, groom and build leadership potential for future.

ACKNOWLEDGEMENTS

Your Directors would like to express their sincere appreciation for the co-operation and assistance received from the Bankers, Regulatory Bodies, Stakeholders including Financial Institutions and other business associates who have extended their valuable sustained support and encouragement during the year under review.

Your Directors also wish to place on record their deep sense of gratitude and appreciation for the commitment displayed by all executives, officers and staff at all levels of the Company, resulting in the successful performance of the Company during the year under review. We look forward for your continued support in the future.

Place: New Delhi By order of the Board of Directors

Date:July 31, 2013 For Religare Enterprises Limited

Sd/-

Sunil Godhwani

Chairman & Managing Director

---

Mar 31, 2012

To The Members of Religare Enterprises Limited

The Directors have pleasure in presenting this 28th Annual Report on the business and operations of the Company together with Audited Accounts for the financial year ended March 31, 2012.

FINANCIAL RESULTS

The highlights of standalone and consolidated financial results of the Company for the Financial Years 2011-12 and 2010-11 are as under:

PARTICULARS STANDALONE CONSOLIDATED (Rupees in Million) (Rupees in Million) 2011-12 2010-11 2011-12 2010-11

Total Income 569.50 1,267.70 32,481.86 25,626.23

Total Expenditure 2,387.49 1,162.18 33,905.00 27,616.09

Profit / (Loss) Before Exceptional Items and Tax 1,817.99 105.52 (1,423.14) (1,989.86)

Profit / (Loss) After Exceptional Items and Before Tax (8,173.49) 105.52 (964.29) (1,989.86)

Net Profit / (Loss) after Tax (8,162.14) 50.96 (1,489.55) (2,945.32)

Adjustment: Minority Interest/ Joint Venture - - (645.29) (59.88)

Share of Profit in Associate - - 7.19 -

Net Profit / (Loss) for the year (8,162.14) 50.96 (2,127.65) (3,005.20)

Brought forward Balance 183.30 142.53 (2,045.25) 970.14

Profit available for appropriation (7,978.84) 193.49 (4,172.90) (2,035.06)

Appropriation:

Statutoray Reserve - 10.19 - 10.19

Surplus / (Deficit) Carried to Balance Sheet (7,978.84) 183.30 (4,172.90) (2,045.25)

OPERATIONS

We recorded a 'Consolidated Loss before Tax' of Rs. 964.29 million, for Financial Year 2011-2012 as compared to 'Consolidated Loss before Tax' of Rs. 1,989.86 million for Financial Year 2010-2011, 'Loss after Tax after Minority Interest' was Rs. 2,127.65 million for Financial Year 2011-2012 as compared to 'Loss after Tax after Minority Interest' Rs. 3,005.20 million for Financial Year 2010-2011. Consequently basic earnings (losses) per share declined to Rs. (15.80) in Financial Year 2011-2012 from Rs. (22.98) in Financial Year 2010-2011.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, is presented in a separate section and forms part of the Directors' Report.

DIVIDEND

In view of the losses and the future expansion plans of the Company, the Board of Directors decided not to recommend any Dividend for the financial year ended March 31, 2012.

SUBSIDIARIES

As per Section 212 of the Companies Act, 1956 ("the Act") the Company is required to attach the Balance Sheet, Profit and Loss Account, Directors' Report, and Auditors' Report of your Company's subsidiaries to the Annual Report of your Company, but in accordance with the Resolution passed by the Board of Directors in their meeting held on May 25, 2012, it is not required to attach the documents of the subsidiaries of your Company as prescribed under Section 212(1) of the Companies Act, 1956. Accordingly, the Annual Report of the Company for the financial year 2011-2012 does not contain the Annual Accounts and other required documents of your Company's subsidiaries. However, the Annual Accounts of the subsidiary companies and the related detailed information are open for inspection by any shareholder and your Company will make available those document/details upon request by any shareholder of the Company or its subsidiary companies who may be interested in obtaining the same.

Pursuant to the tripartite agreement entered into between the Company, Religare Capital Markets Limited (RCML), a wholly owned subsidiary of the Company and RHC Holding Private Limited, a promoter group company (RHCPL) for meeting the incremental funding requirements of RCML by RHCPL, severe long term restrictions have been stipulated which significantly impaired the ability of the said subsidiary to transfer funds to the Company.

In view of the aforesaid agreement, the financial statements of RCML and its subsidiaries have been excluded from the Consolidated financial statements of the Company w.e.f. October 01, 2011, in accordance with Para 11(b) of AS 21 - 'Consolidated Financial Statements' and the investment held by the Company in equity and preference share capital of RCML has been accounted for as long term investment in accordance with AS 13- 'Accounting for Investments' in compliance with Para 23 of AS 21 - 'Consolidated Financial Statements'.

Therefore, Consolidated Financial Statements presented by your Company, pursuant to Accounting Standard AS-21 issued by the Institute of Chartered Accountants of India, includes financial information of all its subsidiaries, excluding RCML and its subsidiaries, duly audited by the Statutory Auditors and the same is published in your Company's Annual Report.

MAJOR EVENTS

Acquisition of Shreyas Stocks Private Limited (SSPL) and Shreyas Advisory Services Private Limited (SASPL)

Your Company had acquired 100% equity stake in RGAM Corporation Private Limited (formerly known as Shreyas Stocks Private Limited), (RGAM) a member of the National Stock Exchange of India Limited and MCX Stock Exchange Limited and Religare Commodity Broking Private Limited (formerly known as Shreyas Advisory Services Private Limited), a member of Multi Commodity Exchange of India Limited (RCBPL) on October 12, 2011.

Transfer of Investments in Religare Global Asset Management Inc. to RGAM Corporation Private Limited

With the objective of consolidating entire asset management business under one umbrella and post receipt of requisite regulatory approvals, your Company has transferred its entire investment in Religare Global Asset Management Inc. (RGAM), a US based corporation to RGAM Corporation Private Limited (RGAM India) a wholly owned subsidiary of your company. RGAM becomes a wholly owned subsidiary of RGAM India and indirect subsidiary of your Company, with effect from May 09, 2012.

Application for registration as a Core Investment Company

Your Company's application for registration as a Core Investment Company is in process at the Reserve Bank of India.

Investment by Avigo and Jacob Ballas in Religare Finvest Limited

Religare Finvest Limited ("RFL"), a subsidiary of your Company has raised INR 3500 millions from two leading private equity funds - Avigo PE Investments Limited, Mauritius ("Avigo") and NYLIM Jacob Ballas India Fund III LLC, Mauritius ("Jacob Ballas"). Avigo has invested INR 1500 million and Jacob Ballas has invested the balance INR 2000 million in RFL. The funds raised were utilized for RFL's ongoing business operations and other strategic inorganic opportunities and redemption of existing preference shares.

Avigo is a leading private equity fund with focus on investments in the SME sector in India. Avigo currently manages growth capital & buyout SME fund in India and seeks private equity investments in pre-dominantly growth stage companies, across different industry verticals. Avigo has a combined asset under management ("AUM") of over USD 365 million.

Jacob Ballas is a leading private equity fund with a combined AUM of over USD 600 million. The fund focuses on providing growth capital primarily through minority investments in companies across various industry verticals.

Registration of Health Insurance Business

Religare Health Insurance Company Limited, a subsidiary of your Company, has received registration certificate from Insurance Regulatory and Development Authority to carry on general insurance (health insurance) business vide certificate dated April 26, 2012.

CHANGES IN CAPITAL STRUCTURE

During the financial year ended March 31, 2012, the authorised share capital of the Company has been increased from Rs. 2500 million (Rupees Two Thousand Five Hundred million only) consisting of 200 million (Two Hundred million) Equity Shares of Rs. 10 each and 50 million (Fifty million) Redeemable Preference Shares of Rs. 10 each to Rs. 3000 million (Rupees Three Thousand million only) consisting of 200 million (Two Hundred million) Equity Shares of Rs. 10 each and 100 million (One Hundred million) Redeemable Preference Shares of Rs. 10 each.

Further, consequent to the exercise of options granted under the Employees Stock Option Scheme 2006, 270983 Equity Shares of Rs. 10 each have been allotted during the financial year ended March 31, 2012 to the eligible employees.

During the period under review, the Company had also allotted 19100000 Redeemable Preference Shares of Rs. 10 each to RHC Holding Private Limited and 9597156 Equity Shares of Rs. 10 each on preferential basis to Hospitalia Information Systems Private Limited, promoter group entities.

Consequently, the issued, subscribed and paid up equity share capital increased from Rs.1394.34 million as at March 31, 2011 to Rs. 1493.03 million as at March 31, 2012 and the issued, subscribed and paid up preference share capital increased from Rs. 370 million as at March 31, 2011 to Rs. 561 million as at March 31, 2012.

RIGHTS ISSUE

On May 6, 2011, the Company had filed with the Securities and Exchange Board of India (SEBI) the Draft Letter of Offer (DLOO) for issue of further shares to existing shareholders on a rights basis, for a total issue size of upto Rs. 8,000 million with the option to increase the size of the issue by upto 10%. The Board of Directors in their meeting held on November 12, 2011 decided to withdraw the Rights Issue as pursuant to subsequent changes in the Securities & Exchange Board of India (Substantial Acquisition of Shares & Takeovers) Regulations, 2011, the Company can raise additional capital by way of a preferential issue to the Promoter Group and such a preferential issue allowed the Company to raise capital faster, more conveniently and at a lower cost.

CAPITAL ADEQUACY

As against the minimum prescribed Capital Adequacy Ratio (CAR) of 15% as set out by the Reserve Bank of India (RBI), the Company has a healthy CAR of 30.72% as on March 31, 2012.

RELIGARE EMPLOYEES STOCK OPTION SCHEMES - 2006, 2010 & 2012

Details as required under the Securities and Exchange Board of India (Employees Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines, 1999, for Religare Enterprises Limited Employees Stock Option Scheme, 2006, Religare Employees Stock Option Scheme 2010 and Religare Employees Stock Option Scheme 2012 are disclosed in the Report on Corporate Governance and forms part of the Director's Report.

DIRECTORS

Ms. Kathryn Matthews, an Independent Director, has resigned from the Board of Directors of the Company with effect from May 25, 2012. The Board of Directors places on record their appreciation for the valuable services and guidance provided by Ms. Kathryn Matthews during her tenure as Director of the Company.

In terms of the provisions of the Companies Act, 1956 and Articles of Association of the Company, Mr. Deepak Ramchand Sabnani and Mr. Stuart D Pearce are liable to retire by rotation as Directors at the ensuing Annual General Meeting and being eligible, have offered themselves for re-appointment.

Brief resume of the Directors proposed to be re-appointed, nature of their expertise in specific functional areas and names of companies in which they hold directorships and memberships/chairmanships of Committees of the Board and number of shares held in the Company, as stipulated under clause 49 of the Listing Agreement with the Stock Exchanges, are provided in the Report on Corporate Governance forming part of the Annual Report.

AWARDS AND RECOGNITIONS

Your Company's subsidiaries have received recognition by way of several awards across the businesses during the period under review including the following :

AWARDS :

- Religare Capital Markets Limited has been awarded the coveted Starmine award for the "Best Brokerage Research House" in April 2011.

- Religare Broking TVC (archery creative) won Silver Abby in the Sound and Design craft category at Goafest 2011.

- Religare Capital Markets has been adjudged the "Most Improved Brokerage in the Last 12 Months" by Asia Money Brokers Poll in November 2011.

- Religare Commodities Ltd. has been adjudged the 'Best Commodity Broker'at the Bloomberg UTV Financial Leadership Awards 2012.

- Religare Securities Ltd. has been awarded the 'Best Investor Education & Category Enhancement - Currency Broker' at the Bloomberg UTV Financial Leadership Awards 2012.

CERTIFICATIONS :

- Religare Finvest Limited was awarded with BSI's ISO 9001:2008 certification for Central Processing Unit, Customer Service and Information Technology Functions.

FIXED DEPOSITS

Your Company has neither invited nor accepted any deposits from public within the meaning of Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposit) Rules, 1975 during the year under review.

Your Company is registered as a Non-deposit taking Non-Banking Financial Institution (NBFI) vide Certificate No. N-14.03222 dated June 18, 2010 issued by the Reserve Bank of India (RBI). Further, in terms of revised Regulatory framework for Core Investment Companies ("CIC") issued by the RBI on January 5, 2011, the Company has applied to

RBI for registration as a Systemically Important Non-deposit taking Core Investment Company (CIC-ND-SI) and the same is in process at the RBI.

LISTING WITH STOCK EXCHANGES

The Equity Shares of the Company are listed on National Stock Exchange of India Limited and BSE Limited. The annual listing fees for the year 2012-13 has been paid to these Exchanges.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

In view of the nature of activities which are being carried on by the Company, the particulars as prescribed under Section 217(1)(e) of the Companies Act, 1956 read with Companies' (Disclosures of Particulars in the Report of the Board of Directors) Rules, 1988 regarding Conservation of Energy and Technology Absorption are not applicable to the Company.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has incurred expenditure of Rs. 86.87 Million (Previous Year: Rs 51.18 Million) in Foreign Exchange and earned Nil (Previous Year: Nil) in Foreign Exchange during the year under review on a standalone basis.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 217(2AA) of the Companies Act, 1956 with respect to Directors' Responsibility Statement, it is hereby confirmed that:

(i) In the preparation of the annual accounts for the financial year ended March 31, 2012, the applicable accounting standards have been followed along with proper explanations relating to material departures;

(ii) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2012, and of the loss of the Company for the year under review;

(iii) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) the Directors had prepared the annual accounts for the financial year ended March 31, 2012 on a 'going concern' basis.

CORPORATE GOVERNANCE

The Company is committed to uphold the highest standards of Corporate Governance and adhere to the requirements set out by the Securities and Exchange Board of India.

A detailed report on Corporate Governance along with the Certificate of M/s Sanjay Grover & Associates, Company Secretaries, confirming compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges forms part of the Annual Report.

AUDITORS

M/s Price Waterhouse, Chartered Accountants, retires as Statutory Auditors of the Company at the conclusion of the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept the office of the Statutory Auditors, if re-appointed.

AUDITORS' REPORT

The observations of the Auditors in their report read together with the Notes on Accounts are self-explanatory and therefore, in the opinion of the Directors, do not call for any further explanation.

STATEMENT OF PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 and the Companies (Particulars of Employees) Amendment Rules, 2011, the Statement of particulars of employees shall forms part of the Directors' Report.

However, having regard to the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956 this Report along with Corporate Governance Report and Accounts are being sent to all the Shareholders excluding the Statement of particulars of employees under Section 217(2A) of the Act. Any member interested in obtaining a copy of the Statement may write to the Company Secretary at the Registered Office of the Company.

HUMAN RESOURCES

Employees are our vital and most valuable assets. We have created a favourable work environment that encourages innovation and meritocracy. We have also set up a scalable recruitment and human resources management process which enables us to attract and retain high caliber employees. Our employee partnership ethos reflects the Company's longstanding business principles and drives the Company's overall performance with the prime focus to identify, assess, groom and build leadership potential for future.

ACKNOWLEDGEMENTS

Your Directors would like to express their sincere appreciation for the co-operation and assistance received from the Bankers, Regulatory Bodies, Stakeholders including Financial Institutions and other business associates who have extended their valuable sustained support and encouragement during the year under review.

Your Directors also wish to place on record their deep sense of gratitude and appreciation for the commitment displayed by all executives, officers and staff at all levels of the Company, resulting in the successful performance of the Company during the year under review. We look forward for your continued support in the future.

By order of the Board of Directors

For Religare Enterprises Limited

Sd/-

Sunil Godhwani

Place: New Delhi Chairman & Managing Director

Date : July 30, 2012

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Mar 31, 2011

Dear Members,

Religare Enterprises Limited

The Directors have pleasure in presenting this 27th Annual Report on the business and operations of the Company together with Audited Accounts for the financial year ended March 31, 2011.

FINANCIAL RESULTS

The highlights of standalone and consolidated financial results of the Company for the Financial Years (FY) 2010-11 and 2009-10 are as under:

PARTICULARS STANDALONE CONSOLIDATED

(Rupees in Million) (Rupees in Million)

2010-11 2009-10 2010-11 2009-10

Total Income 1,267.70 1,356.96 29,835.15 16,752.21

Total Expenditure 1,161.62 673.77 31,822.83 14,778.05

Profit / (Loss) before Tax and Prior Period Adjustments 106.08 683.19 (1,987.68) 1,974.16

Net Profit / (Loss) after Tax 50.96 555.16 (2,945.32) 971.46

Adjustment: Minority Interest/ Joint Venture - - (59.88) (2.22)

Net Profit / (Loss) for the year 50.96 555.16 (3,005.20) 969.24

Brought forward Balance 142.53 (65.09) 970.14 348.44

Profit available for appropriation 193.49 490.07 (2,035.06) 1,317.68

Appropriation:

General Reserve - 43.54 - 43.54

Final / Interim Dividend - 304.00 - 304.00

Statutory Reserve 10.19 - 10.19 -

Surplus / (Deficit) Carried to Balance Sheet 183.30 142.53 (2,045.25) 970.14

OPERATIONS

We recorded 'Loss before Tax' of Rs. 1,987.68 million for Financial Year 2010-2011 as compared to 'Profit before Tax' of Rs. 1,974.16 million for Financial Year 2009-2010. 'Loss after Tax after Minority Interest' was Rs. 3,005.20 million for Financial Year 2010-2011 as compared to 'Profit after Tax after Minority Interest' Rs. 969.24 million for Financial Year 2009-2010. Consequently basic earnings (losses) per share decreased to Rs. (22.98) in Financial Year 2010-2011 from Rs. 11.25 in Financial Year 2009-2010.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, is presented in a separate section and forms part of the Directors' Report.

DIVIDEND

Keeping in view the future expansion plans and capital requirements of the Company, the Board of Directors believe it is necessary to conserve cash flow and thereby do not recommend any Dividend for the financial year ended March 31, 2011.

SUBSIDIARIES

As per Section 212 of the Companies Act, 1956 ("the Act") it is required to attach the Balance Sheet, Profit and Loss Account, Directors' Report, and Auditors' Report of your Company's subsidiaries to the Annual Report of your Company. The Ministry of Corporate Affairs, Government of India vide its circular no. 2/2011 dated February 8, 2011 has exempted Companies from complying with the provisions of Section 212 subject to compliance of conditions stated in the circular. In compliance with requirement of aforesaid circular the Board of Directors has passed a resolution in its meeting held on February 14, 2011, for not attaching the documents of the subsidiaries of your Company as prescribed under Section 212(1) of the Companies Act, 1956. Accordingly, the Annual Report of the Company for the financial year 2010-2011 does not contain the Annual Accounts of your Company's subsidiaries. However, the Annual Accounts of the subsidiary companies and the related detailed information are open for inspection by any member/investor and your Company will make available those document/details upon request by any member or investor of the Company or its subsidiary companies who may be interested in obtaining the same. Further, pursuant to Accounting Standard AS-21 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by your Company includes financial information of its subsidiaries duly audited by the Statutory Auditors and the same is published in your Company's Annual Report. The financial information of the subsidiary companies, as required by the said circular, is disclosed in the Annual Report.

MAJOR EVENTS

Some of the major events during the period under review include- Registration as a Systemically Important Non-deposit Taking Non-Banking Financial Company (NBFC)

Pursuant to earlier exemption granted in this regard being withdrawn by the Reserve Bank of India (RBI), your Company had applied and was registered with the Reserve Bank of India as a Non-Banking Financial Institution (non- deposit taking) under section 45 IA of the RBI Act, 1934. In terms of the provisions of Non-Banking Financial (Non- Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007, your company has been categorised as a 'Systemically Important Non-Deposit taking Non-Banking Financial Company' having total assets of Rs. 100 crore and above. The Company has not accepted public deposits during the year under review.

Your Company has subsequently applied to the Reserve Bank of India (RBI) for registration as Core Investment Company in terms of the revised Regulatory Framework for Core Investment Companies (CICs) issued by RBI on January 5, 2011 in continuation of erstwhile Regulatory Framework for Core Investment Companies (CICs) issued by RBI on August 12, 2010. The Company's application is in procees at the RBI.

Emerging Markets Investment Banking Platform

Setting up subsidiary in Australia

Your Company, through its subsidiary Religare Capital Markets Limited ("RCML") / its subsidiaries, has set up a subsidiary namely Religare Securities Australia Pty Limited (formerly known as Relsec Australia Pty Limited) ("Religare Australia") with effect from October 12, 2010. Religare Australia is proposed to be engaged in the business of stock broking in Australia and is awaiting grant of license by the concerned regulator for launch of its business.

Acquisition of stake in Bartleet Mallory Stockbrokers (Private) Limited

Your Company, through its subsidiary RCML / its subsidiaries, acquired 50% stake in Bartleet Mallory Stockbrokers (Private) Limited, Sri Lanka ("BMSPL") with effect from November 4, 2010. BMSPL, being a joint venture with a reputed Bartleet Group of Sri Lanka, is engaged in the business of stock broking and is regulated by the Securities and Exchange Commission and is a member of the Colombo Stock Exchange.

Acquisition of Aviate Global (Kyte Management Limited)- Hong Kong and Singapore

Your Company,through its subsidiary RCML / its subsidiaries, acquired 100% stake in Kyte Management Limited acting through its operating subsidiaries Central Joint Enterprises Limited (now known as Religare Capital Markets (Hong Kong) Limited) ["RCMHK"] and Central Joint Enterprises Pte Limited (now known as Religare Capital Markets (Singapore) Pte Limited ["RCMSP"]), both earlier trading as "Aviate Global" with effect from December 9, 2010. Both RCMHK and RCMSP are engaged in the business of institutional broking activities and are regulated by the Securities and Futures Commission of Hong Kong and the Monetary Authority of Singapore, respectively.

Acquisition of Barnard Jacobs Mellet (UK) Limited and Barnard Jacobs Mellet (USA) LLC

Your Company, through RCML / its subsidiaries, acquired 100% stake each in Barnard Jacobs Mellet (UK) Limited (now known as Religare Capital Markets (EMEA) Limited) ["RCMEMEA"] and Barnard Jacobs Mellet (USA) LLC (now known as Religare Capital Markets (USA) LLC) ["RCMUS"] with effect from December 14, 2010 and January 25, 2011, respectively. RCMEMEA and RCMUS are engaged in the business of stock broking and are regulated by the Financial Services Authority of United Kingdom and FINRA, respectively.

Global Assets Management Platform

Acquisition of Northgate Capital LLC and Northgate Capital LP

Your Company through its subsidiary in USA viz. Religare Global Asset Management Inc acquired 70% stake each in Northgate Capital LLC and Northgate Capital LP (both referred as "Northgate Capital") with effect from December 01, 2010. Northgate Capital is engaged in the business of Investment Advisory services and is regulated by the Securities and Exchange Commission and the Financial Industry Regulatory Authority of United States of America ("FINRA").

Acquisition of Landmark Partners LLC

The Company through its subsidiary in USA viz. Religare Global Asset Management Inc. acquired 55% stake in Landmark Partners LLC on April 18, 2011. Landmark Partners was incorporated in the United States in 1989, and is a leading private equity and real estate investment advisory company. Landmark Partners was chosen as the "Best Secondaries Firm in North America" for the years 2009 and 2010 by Private Equity International.

Investment in Investment Professionals Limited

Your Company, through its subsidiary in USA viz. Religare Global Asset Management Inc. acquired a minority stake in Investment Professionals Limited ("IPRO") in May, 2011. Founded in 1992, IPRO is an investment management services company based in Mauritius. IPRO has in excess of US$ 300 million of assets under management with a diversified client base.

Commencement of Health Insurance Business

Your Company intends to commence health insurance business in India in the near future. A Subsidiary of your Company, Religare Health Insurance Company Limited, has obtained an R1 approval bearing letter reference 150/ Religare Health/ NL/10-11 dated January 6, 2011 from the IRDA and has applied for R2 registration by its application dated January 10, 2011.

CHANGES IN CAPITAL STRUCTURE

During the financial year ended March 31, 2011, the Company allotted 56,17,977 equity shares on preferential basis and 56,17,977 equity shares pursuant to the conversion of warrants to a promoter group entity. Subsequently, open offer was made by a promotor group entity in accordance with Regulation 11 (2) of Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 for the purpose of acquisition of shares and voting rights of the Company. Pursuant to the completion of open offer the shareholding of promoters/promoter group entities in the Company increased to approximately 70%.

Further, consequent to the vesting and exercise of options granted under the Employees Stock Option Scheme – 2006 (ESOS), the Committee has allotted 384,788 Equity Shares during the period April 1, 2010 to March 31, 2011 to the eligible employees.

Consequently, the issued, subscribed and paid up equity share capital increased from Rs. 127.81 Crore (March 31, 2010) to Rs. 139.43 Crore as at March 31, 2011.

RIGHTS ISSUE

On May 6, 2011, the Company has filed with the Securities and Exchange Board of India, a Draft Letter of Offer (DLOF) for issue of further shares to existing shareholders on a rights basis, for a total issue size of up to Rs. 8,000 million, with the option to increase the size of the issue by up to 10%. The proceeds of the issue will be utilized for making investments in some of our subsidiaries and joint ventures and for general corporate purposes. The Company has received advance against share application of Rs. 4,000 million subsequent to the filing of DLOF which has been deployed as per the Objects of the Issue.

CAPITAL ADEQUACY

As against the minimum prescribed Capital Adequcy Ratio (CAR) of 15% as set out by the Reserve Bank of India (RBI), the Company has a healthy CAR of 37.49% as on March 31, 2011.

RELIGARE ENTERPRISES LIMITED EMPLOYEES STOCK OPTION SCHEMES - 2006 & 2010

Details as required under the Securities and Exchange Board of India (Employees Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines, 1999, of Religare Enterprises Limited Employees Stock Option Scheme, 2006 and Religare Enterprises Limited Employees Stock Option Scheme, 2010 are disclosed in the Report on Corporate Governance and form part of the Director's Report.

DIRECTORS

Mr. Malvinder Mohan Singh, Chairman & Mr. Shivinder Mohan Singh, Director of the Company resigned from the Board of Directors of the Company with effect from April 6, 2010. The Board of Directors placed on record their appreciation for the valuable services and guidance provided by them during their tenure as Directors of the Company. The Board also places on record its appreciation for the faith reposed by the promoters in the team of professionals leading the management, an event which could turn out to be a path breaking trend in the history of Indian businesses.

Mr. Sunil Godhwani (earlier CEO & Managing Director) was appointed as Chairman of the Board with effect from April 6, 2010. Further, the Board of Directors and shareholders re-appointed Mr. Sunil Godhwani as Managing Director of the Company with effect from April 8, 2010 for a period of three years.

Mr. Shachindra Nath and Mr. Anil Saxena were appointed as Additional Directors of the Company on April 6, 2010 and were also appointed as Directors within the meaning of Section 269 read with Section 2 (26) and Schedule XIII to the Companies Act, 1956 ("the Act"), on April 26, 2010 effective from April 6, 2010.

Mr. Stuart D Pearce & Ms. Kathryn Matthews were appointed as Additional Directors of the Company with effect from July 6, 2010 and were appointed as Directors within the meaning of Section 257 of the Companies Act, 1956 with effect from August 11, 2010

Mr. Ravi Umesh Mehrotra was appointed as an Additional Director of the Company with effect from February 14, 2011.

In accordance with the provisions of the Companies Act, 1956, Mr. Ravi Umesh Mehrotra, in his capacity as Additional Director, will cease to hold office at the ensuing Annual General Meeting.

The Company has received Notice along with requisite fee from a Member under Section 257 of the Act proposing the candidature of Mr. Ravi Umesh Mehrotra for the office of Director(s) of the Company. The Board recommends his appointment which is required to be approved by the Shareholders at the ensuing Annual General Meeting.

In accordance with the provisions of the Act and Articles of Association of the Company, Mr. Harpal Singh and Mr. Padam Bahl are liable to retire by rotation as Directors at the ensuing Annual General Meeting and being eligible have offered themselves for re-appointment.

Brief resume of the Directors proposed to be appointed and re-appointed, nature of their expertise in specific functional areas and names of companies in which they hold directorships and memberships/chairmanships of Board Committees and number of shares held in the Company, as stipulated under Clause 49 of Listing Agreement entered into with Stock Exchanges, are provided in the Report on Corporate Governance forming part of the Annual Report.

EVALUATION OF PERFORMANCE OF BOARD OF DIRECTORS

The Directors of your Company are in a fiduciary position, empowered to oversee the management functions with a view to ensure its effectiveness and enhancement of shareholders value. The Board reviews and approves management's strategic plan & business objectives and monitors the Company's strategic direction.

The Board provides and critically evaluates strategic direction of your Company, management policies and their effectiveness. Their remit is also to ensure that the long-term interests of the shareholders are being served. The agenda for Board reviews include strategic review from each of the Board committees, a detailed analysis and review of annual strategic and operating plans. Additionally, the Board reviews financial reports from the Group CFO and business reports from the business heads. Frequent and detailed interaction sets the agenda and provides the strategic roadmap for the future growth of your Company including its wholly owned subsidiaries.

Independent Directors are appointed not merely to fulfill the statutory requirement but for their diverse skills and experience, international perspective as well as the external objectivity that each of them bring to effectively perform their role to provide strategic direction and guidance and provide constructive support to management by asking the right questions and generating quality debates and discussions on major decisions. The Company has constituted Nomination Committee of the Board of Directors to ensure 'fit and proper' status of proposed/existing Directors. The Board of Directors is at the core of your company's corporate governance practice and oversees how the management serves and protects the long term interests of the stakeholders. Your Directors believe that an active, well informed and independent Board is necessary to ensure highest standards of corporate governance.

AWARDS AND RECOGNITION

Your Company and its subsidiaries have received recognition by way of several awards across the businesses during the year. Some of them are listed below:

- Mr. Sunil Godhwani, Chairman and Managing Director of your Company, was conferred the Indian Business Leader of the Year award at the Global Indian Business Meeting hosted by Horasis, in Madrid, Spain in 2010;

- Religare Commodities Limited, a wholly owned subsidiary of your company has been awarded the Best Commotity Broker of the year at the Bloomberg UTV's financial leadership awards in March 2011;

- Religare Capital Markets Limited, a wholly owned subsidiary of your company, has been awarded the Starmine award for the 'Best Brokerage Research House' by Thomson Reuters in March, 2011;

- Your Company was presented with the 'Best Retail Marketing Campaign of the Year, 2010' at Asia Retail Congress;

- Your Company was awarded the 'Master Brand Award' for 2011 and 'Best Marketing Campaign of the Year' at the World Brand Congress, 2010;

- Religare Securities Limited a wholly owned subsidiary of your company, was awarded the 'Best Broking House with a Global Presence' by Dun and Bradstreet;

- Religare Tax Plan was awarded the first runner up award at the NDTV Mutual Fund Awards in the 'Equity Tax Plan' category by NDTV Profit in September, 2010;

- Religare Capital Markets Limited was awarded the 'Best Deal in the Health Care' category for Fortis Health Care Limited's acquisition of a stake in Parkway Holdings Limited by the M&A Advisor in September, 2010;

- Your Company was awarded the Greentech HR Excellence Awards in the following two categories: (i) Innovation in Recruitment and (ii) Technology Excellence in HR by Greentech Foundation in 2010.

FIXED DEPOSITS

Your Company has neither invited nor accepted any deposits from public within the meaning of Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposit) Rules, 1975 during the year under review.

Your Company is registered as a non deposit taking Non-Banking Financial Institution (NBFI) vide Certificate No. N- 14.03222 dated June 18, 2010 issued by the Reserve Bank of India (RBI). Further, in terms of revised Regulatory framework for Core Investment Companies ("CIC") issued by the RBI on January 5, 2011, the Company has applied to RBI for registration as a Systemically Important Non-deposit taking Core Investment Company (CIC-ND-SI).

LISTING WITH STOCK EXCHANGES

The Equity Shares of the Company are listed on National Stock Exchange of India Limited and Bombay Stock Exchange Limited. The annual listing fees for the year 2011-12 has been paid to these Exchanges.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

In view of the nature of activities which are being carried on by the Company, the particulars as prescribed under Section 217(1)(e) of the Companies Act, 1956 read with Companies' (Disclosures of Particulars in the Report of the Board of Directors) Rules, 1988 regarding Conservation of Energy and Technology Absorption are not applicable to the Company.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has incurred expenditure of Rs. 51.18 Million (Previous Year: Rs. 66.90 Million) in Foreign Exchange and earned Nil (Previous Year: Nil) in Foreign Exchange during the year under review on a standalone basis.

DIRECTORS' RESPONSIBILITY STATEMENT

In terms of provisions of Section 217(2AA) of the Companies Act, 1956, your Directors confirm that:

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures, wherever applicable;

(ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2011, and of the profit of the Company for the year;

(iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) The Directors have prepared the annual accounts on a 'going concern' basis.

CORPORATE GOVERNANCE

The Company is committed to uphold the highest standards of Corporate Governance and adhere to the requirements set out by the Securities and Exchange Board of India.

A detailed report on Corporate Governance along with the Certificate of M/s Sanjay Grover & Associates, Company Secretaries, confirming compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges forms part of the Annual Report.

AUDITORS

M/s Price Waterhouse, Chartered Accountants, retires as Statutory Auditors of the Company at the conclusion of the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept the office of the Statutory Auditors, if re-appointed.

AUDITORS' REPORT

The observations of the Auditors in their report read together with the Notes on Accounts are self-explanatory and therefore, in the opinion of the Directors, do not call for any further explanation.

STATEMENT OF PARTICULARS OF EMPLOYEES

Statement of particulars of employees as required under Section 217(2A) of the Companies Act, 1956 (the Act) and Rules framed there under forms part of this Report. However, in terms of the provisions of Section 219(1)(b)(iv) of the Act, this Report and Accounts are being sent to all the Shareholders excluding the Statement of particulars of employees under Section 217(2A) of the Act. Any shareholder interested in obtaining a copy of the statement may write to the Company Secretary at the Registered Office of the Company.

HUMAN RESOURCES

Your Company believes in today's evolving competitive business environment its employees are the key differentiators. Our people are central to who we are and thus we have built a strong alignment between our employee's and our organization's vision & value framework. We have directed efforts to build a fine balance between an employees' perspective of being an organization which is 'caring' and 'rewarding' and an employer's perspective of being 'performing' and 'progressive'. Internal & external cost effective models are designed to meet our ever growing demand for talent. Fair and transparent performance management processes have been instituted to differentiate, reward & recognize employees based on meritocracy. Our employee partnership ethos reflects the Company's long- standing business principles and drives the company's overall performance. While we have continued to equip employees with the necessary skills and attitude to deliver on their current job responsibilities, the prime focus has been to identify, assess, groom and build leadership potential for future.

ACKNOWLEDGEMENTS

Your Directors would like to express their sincere appreciation for the co-operation and assistance received from the Bankers, Regulatory Bodies, stakeholders including Financial Institutions, Distributors and other business associates who have extended their valuable sustained support and encouragement during the year under review.

Your Directors take this opportunity to recognize and place on record their gratitude and appreciation for the commitment displayed by all executives, officers and staff at all levels of the Company. We look forward for your continued support in the future.

By order of the Board of Directors

For Religare Enterprises Limited

Sd/-

Sunil Godhwani

Place : New Delhi Chairman & Managing Director

Date : June 29, 2011

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Mar 31, 2010

The Directors have pleasure in presenting this 26th Annual Report on the business and operations of the Company together with Audited Accounts for the financial year ended March 31, 2010.

FINANCIAL RESULTS

The highlights of standalone and consolidated financial results of the Company for the Financial Years (FY) 2008-09 and 2009-10 are as under:

PARTICULARS STANDALONE CONSOLIDATED (Rupees in Million) (Rupees in Million) 2009-10 2008-09 2009-10 2008-09

Total Income 1,356.96 274.45 16,752.21 11,910.64

Total Expenditure 673.76 374.29 14,778.05 12,050.78

Profit/(Loss) before Tax and Prior Period Adjustments 683.19 (99.84) 1,974.16 (140.14)

Net Profit/(Loss) after Tax 555.16 (159.60) 971.46 (652.04)

Adjustment: Minority Interest/Joint Venture - - (2.22) 16.24

Net Profit/(Loss) for the period 555.16 (159.60) 969.24 (635.80)

Brought forward Balance (65.09) 94.56 348.45 984.30

Profit available for appropriation 490.07 (65.04) 1,317.68 348.50

Appropriation:

General Reserve 43.54 - 43.54 -

Final/Interim Dividend 304.00 0.05 304.00 0.05

Tax on Dividend - - - -

Surplus/(Deficit) Carried to Balance Sheet 142.53 (65.09) 970.14 348.45



OPERATIONS

Past two financial years have been challenging times in recent history for financial services industry and the global economy. While we saw a recessionary dip and companies adopting corrective measures in FY 2009, economy showed signs of recovery and return of optimism in FY 2010. Today, the economic indicators over the world and especially in India, have begun to indicate that the worst might be over and we are well poised to take advantage of the renewed interest.

During the past financial year, the strategic imperatives that have defined and distinguished our Company continued to serve us well. We maintained our focus on risk management, strategic investments, extending global footprint and strengthening investment banking and asset management businesses.

Our results for FY 2010 are a reflection of the fine balance we have struck between current performance and investments in emerging lines of business.

Consolidated revenues for the year were higher at Rs. 16,752.21 million, an increase of 40%, over Rs. 11,910.64 million as compared to FY 2009. However, Consolidated Net Profit for FY 2010 stood at Rs. 969.24 million as compared to a consolidated loss of Rs. 635.8 million last year. With signs of recovery clearly visible and higher broking volumes, our Broking and Lending Business contributed significantly in revenue growth, growing by 59% and 35% respectively in FY 2010. Interest expense in FY 2010 also decreased marginally further helping the margins for FY 2010.

Retail continues to expand its distribution reach across India covering 2092 business locations in 557 cities at the end of FY 2010 as compared to 1853 business locations and 503 cities in FY 2009.

Going forward, we expect that as some of our new businesses mature, we will continue to see superior growth while maintaining the flexibility to make further investments.

DIVIDEND

The Board of Directors declared an interim dividend of Rs. 2/- per equity share for the financial year ended March 31, 2010.

Further, arrears of Dividend accumulated on Preference Shares of the Company for the financial year ended on March 31, 2009 at the rate of 13.66% was paid along with the dividend for the financial year ended March 31, 2010.

The Board is of the view that the Company should take advantage of the growth potential of financial services sector by expanding and strengthening its existing network and operations through capital expenditure funded by internal accruals to the maximum extent possible. Accordingly, the Board of Directors decided not to recommend any final dividend for the year ended March 31, 2010.

SUBSIDIARIES

Pursuant to the application made by the Company under Section 212(8) of the Companies Act, 1956 (“the Act”), the Ministry of Corporate Affairs vide letter dated May 31, 2010 exempted the Company from attaching a copy of the Balance Sheet and the Profit and Loss Account of its Subsidiary Companies and other documents required to be attached under Section 212(1) of the Act to the Annual Report of the Company for the financial year ended March 31, 2010. However, the Annual Accounts of the subsidiary companies and the related detailed information are open for inspection by any member/investor and the Company will make available these document/details upon request by any member or investor of the Company or its subsidiary companies who may be interested in obtaining the same. Further, pursuant to Accounting Standard AS-21 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company includes financial information of its subsidiaries duly audited by the Statutory Auditors and the same will be present in the Company’s Annual Report. The financial information of the subsidiary companies, as required by the said letter, are disclosed in the Annual Report.

ACQUISITIONS

Your Company proposes to expand its foray in the global financial services industry and build a global asset management business by acquiring niche asset management companies with proven capabilities in various segments. In view of the same, your Company proposes to acquire controlling stake in each of Northgate Capital L.L.C., USA and Northgate Capital L.P., USA subject to regulatory approvals, which are pending.

Northgate Capital is a leading global private equity and venture capital firm, which manages a series of venture capital and private equity funds, providing preferred access to high-quality underlying fund and direct investment opportunities with some of the world’s highly respected private equity and venture capital managers.

RETAIL FOCUSED BUSINESSES OF THE COMPANY

The Members may be aware that Religare Commodities Limited (RCL) and Religare Securities Limited (RSL), two wholly owned subsidiaries of your Company, are engaged in the business of retail commodity broking and retail equity broking respectively. To re-organize the retail business of the group under one umbrella and post receipt of Regulatory approvals, the entire shareholding of your Company in RCL has been transferred to RSL w.e.f. May 31, 2010.

By virtue of the above transfer, RCL has become wholly owned subsidiary of RSL directly and indirect wholly owned subsidiary of your Company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management’s Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, is presented in a separate section forming part of the Directors’ Report.

EMPLOYEES STOCK OPTION SCHEME - 2006

Details as required under Securities and Exchange Board of India (Employees Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines, 1999, of Religare Enterprises Limited Employees Stock Option Scheme, 2006 are disclosed in the Report on Corporate Governance forming part of this Annual Report.

RIGHTS ISSUE

The Rights Issue of the Company was opened on February 01, 2010 and closed on February 15, 2010. The Basis of Allotment was finalized on February 24, 2010 in consultation with the National Stock Exchange of India Limited and as per the basis of allotment, the Issue Committee allotted 5,11,07,401 Equity Shares to the eligible shareholders on February 24, 2010. The

shares allotted pursuant to Rights Issue were also listed on National Stock Exchange of India Limited and on Bombay Stock Exchange Limited with effect from March 2, 2010.

CHANGES IN CAPITAL STRUCTURE

During the financial year ended March 31, 2010, the Company allotted 5,11,07,401 equity shares on February 24, 2010 pursuant to Rights Issue of the Company. It is noteworthy to mention that the Promoters and Promoter Group not only subscribed to their entitlement of the Rights Issue share but also invested towards subscribing to additional and unsubscribed equity shares leading to increase in their stake from 53.73% to 57.16% post the Rights Issue.

Further, consequent to the vesting and exercise of options granted under the Employees Stock Option Scheme – 2006 (ESOS), the Committee has allotted 4,16,591 Equity Shares during the period April 1, 2009 to March 31, 2010 to the eligible employees and the Paid up Equity Share Capital stands at Rs. 127.81 Crores as on that date.

Due to these corporate actions, the issued, subscribed and paid up equity share capital of your Company increased from Rs. 76.28 Crores as at March 31, 2009 to Rs. 127.81 Crores as at March 31, 2010.

DIRECTORS

Mr. Malvinder Mohan Singh, Chairman & Mr. Shivinder Mohan Singh, Director of the Company have resigned from the Board of Directors of the Company with effect from April 6, 2010. The Board of Directors places on record their appreciation for the valuable services and guidance provided by them during their tenure as Directors of the Company. The Board also places on record its appreciation for the faith reposed by the promoters in the team of professionals leading the management, an event which could turn out to be a path breaking trend in the history of Indian businesses.

Mr. Sunil Godhwani (earlier CEO & Managing Director) has also been appointed as Chairman of the Board with effect from April 6, 2010. Further, the Board of Directors at their meeting held on January 19, 2010 re-appointed Mr. Sunil Godhwani as Managing Director of the Company with effect from April 8, 2010 for a period of three years subject to the approval of shareholders of the Company.

Mr. Shachindra Nath and Mr. Anil Saxena have been appointed as an Additional Directors of the Company on April 6, 2010 and were appointed as Directors within the meaning of Section 269 read with Section 2 (26) and Schedule XIII to the Companies Act, 1956 on April 26, 2010 effective from April 6, 2010. In accordance with the provisions of the Companies Act, 1956, the appointment of Mr. Shachindra Nath & Mr. Anil Saxena, is required to be approved by the shareholders at the ensuing Annual General Meeting.

Mr. Stuart D Pearce & Ms. Kathryn Matthews have been appointed as an Additional Director of the Company with effect from July 6, 2010. In accordance with the provisions of the Companies Act, 1956, Mr. Pearce & Ms. Matthews, in their capacity as Additional Directors, will cease to hold office at the ensuing Annual General Meeting.

The Company has received Notice along with requisite fee from a Member under Section 257 of the Companies Act, 1956 proposing the candidature of Mr. Pearce & Ms. Matthews for the office of Director(s) of the Company. The Board recommends their appointment which is required to be approved by the Shareholders at the ensuing Annual General Meeting.

In accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company, Mr. J.W. Balani and Dr. Sunita Naidoo are liable to retire by rotation as Directors at the ensuing Annual General Meeting and being eligible have offered themselves for re-appointment.

Brief resume of the Directors proposed to be appointed and re-appointed, nature of their expertise in specific functional areas and names of companies in which they hold directorships and memberships/chairmanships of Board Committees and number of shares held in the company, as stipulated under Clause 49 of Listing Agreement entered into with Stock Exchanges, are provided in the Report on Corporate Governance forming part of the Annual Report.

EVALUATION OF PERFORMANCE OF BOARD OF DIRECTORS

The Directors of the Company are in a fiduciary position, empowered to oversee the management functions with a view to ensure its effectiveness and enhancement of shareholder value. The Board reviews and approves management’s strategic plan & business objectives and monitors the Company’s strategic direction.

The Board provides and critically evaluates strategic direction of the Company, management policies and their effectiveness. Their remit is also to ensure that the long-term interests of the shareholders are being served. The agenda for Board reviews include strategic review from each of the Board committees, a detailed analysis and review of annual strategic and operating plans. Additionally, the Board reviews financial reports from the Group CFO and business reports from each of the sector heads. Frequent and detailed interaction sets the agenda and provides the strategic roadmap for the future growth of the Company including its wholly owned subsidiaries.

Independent directors are appointed not merely to fulfill the statutory requirement but for their diverse skills and experience, international perspective as well as the external objectivity that each of them bring to effectively perform their role to provide strategic direction and guidance and provide constructive support to management by asking the right questions and generating quality debates and discussions on major decisions. The Board of Directors is at core of our corporate governance practice and oversees how the management serves and protects the long term interests of all our stakeholders. We believe that an active, well informed and independent Board is necessary to ensure highest standards of corporate governance.

AWARDS AND RECOGNITION

Your Company won lots of awards and accolades during the year. The awards bagged by the company during the year are

-Mr. Sunil Godhwani, our Chairman and Managing Director, has been conferred the ‘India Business Leader of the Year’ award at Global Indian Business Meeting hosted by Horasis, in Madrid, Spain

-Religare won the award for “Brand excellence in the Banking and Financial services” category at The World Brand Congress 2009

-Religare Ultra Short Term Fund from Religare Asset Management Company was awarded the ICRA 5Star Gold Award.

-Religare Securities Limited, our subsidiary was conferred the “Best Broking House with a Global Presence” award by Dun & Bradstreet.

-At the Goafest 2009 Abby awards, AEGON Religare Life Insurance (Joint Venture Company) was the only company to win an award in the” Best Integrated Campaign in the Financial Services” category.

-AEGON Religare Life Insurance’s (Joint Venture Company) debut campaign K.I.L.B. (Kum Insurance Lene Ki Bimari) was awarded Gold in the category ‘Outdoor Media Plan of the Year’ at the Outdoor Advertising Convention (OAC) 2009.

-Religare Macquarie Private Wealth won the Private Banker International (PBI) Global Wealth Awards 2009 for the “Most Exciting New Wealth Management Model”.

-In Asia Money: Brokers Poll- 2009, Religare Capital Markets Limited - Institutional equities division was ranked 7th in the ‘Best Local Brokerage’ category and 5th in the ‘Most improved Brokerage’ category.

On building the brand and the perception about the Company, we have invested strategically in the branding and image building activity for the company. The Company was the “most googled” financial services firm. Apart from being positively mentioned in all leading magazines and financial and mainline papers, we were honoured by Business Today as “Winners in the downturn” and by Business India as “Hero of hard times” in financial services space.

FIXED DEPOSITS

Your Company has neither invited nor accepted any deposits from public within the meaning of Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposit) Rules, 1975 during the year under review.

Pursuant to the directions issued by the Reserve Bank of India (RBI), the Company had applied and was registered as a non deposit accepting Non-Banking Financial Institution (NBFI) vide Certificate No. N-14.03222 dtd. June 18, 2010 issued by the RBI.

LISTING WITH STOCK EXCHANGES

The Equity Shares of the Company are listed on National Stock Exchange of India Limited and Bombay Stock Exchange Limited. The annual listing fees for the year 2010-11 has been paid to these Exchanges.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

In view of the nature of activities which are being carried on by the Company, the particulars as prescribed under Section 217(1)(e) of the Companies Act, 1956 read with Companies’ (Disclosures of Particulars in the Report of the Board of Directors) Rules, 1988 regarding Conservation of Energy and Technology Absorption are not applicable to the Company.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has incurred Rs. 66.90 Million (Previous Year : Rs. 18.49 Million) in Foreign Exchange and earned Nil (Previous Year : Nil) in Foreign Exchange during the year under review on a standalone basis.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of provisions of Section 217(2AA) of the Companies Act, 1956, your Directors confirm that:

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures, wherever applicable;

(ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2010, and of the profit of the Company for the year;

(iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) The Directors have prepared the annual accounts on a ‘going concern’ basis.

CORPORATE GOVERNANCE

The Company is committed to uphold the highest standards of Corporate Governance and adhere to the requirements set out by the Securities and Exchange Board of India.

A detailed report on Corporate Governance along with the Certificate of M/s Sanjay Grover & Associates, Company Secretaries, confirming compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges forms part of the Annual Report.

AUDITORS

M/s Price Waterhouse, Chartered Accountants, retires as Statutory Auditors of the Company at the conclusion of the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept the office of the Statutory Auditors, if re-appointed.

AUDITORS REPORT

The observations of the Auditors in their report read together with the Notes on Accounts are self explanatory and therefore, in the opinion of the Directors, do not call for any further explanation.

STATEMENT OF PARTICULARS OF EMPLOYEES

Statement of particulars of employees as required under Section 217(2A) of the Companies Act, 1956 (the Act) and Rules framed there under forms part of this Report. However, in terms of the provisions of Section 219(1)(b)(iv) of the Act, this Report and Accounts are being sent to all the Shareholders excluding the Statement of particulars of employees under Section 217(2A) of the Act. Any shareholder interested in obtaining a copy of the statement may write to the Company Secretary at the Registered Office of the Company.

HUMAN RESOURCES

Your Company believes that its human resources are its greatest wealth. We have set up a scalable recruitment and human resources management process, which enables us to attract and retain high caliber employees. We have talented, entrepreneurial professionals who are dedicated to the firm’s mission of supporting economic growth. Our people are central to who we are, to the cohesiveness of our culture and to our ability to generate attractive returns for shareholders. We compete in a dynamic and evolving industry in which value and differentiation are defined at each turn by the Company’s most precious asset: its human capital. We source opportunities and serve our clients; Religare operates with a one-firm philosophy. Our people are rewarded for their accomplishments by how they work and succeed in teams, with the long term interests of the organization always coming before those of the individuals. We believe this partnership ethos which reflect the Company’s long-standing business principles, is a competitive advantage that drives the company’s overall performance. We believe that continuing to invest in the skills and career development of our employees is a primary driver of client value.

ACKNOWLEDGEMENTS

Your Directors would like to express their sincere appreciation for the co-operation and assistance received from the Bankers, Regulatory Bodies, stakeholders including Financial Institutions, Distributors and other business associates who have extended their valuable sustained support and encouragement during the year under review.

Your Directors take this opportunity to recognize and place on record their gratitude and appreciation for the commitment displayed by all executives, officers and staff at all levels of the Company. We look forward for your continued support in the future.

By order of the Board of Directors For Religare Enterprises Limited

Sd/- Sunil Godhwani

Place : New Delhi Chairman & Managing Director

Date : July 6, 2010