Notes to Accounts of Religare Enterprises Ltd.

Mar 31, 2023

8.1 Contingency Reserves provision represents 0.40% during the current year (Previous Year: 0.40%) of the Outstanding Standard Loans and Advances, which is in compliance with provisioning requirements for NBFCs prescribed under RBI Master Direction DNBR.PD.008/03.10.119/2016-17- Non-Banking Financial Company - Systemically Important NonDeposit taking Company and Deposit taking Company (Reserve Bank) Directions, 2016 as amended from time to time.

8.2 i) The Company had filed a petition under Section 7 of Insolvency and Bankruptcy Code, 2016 against “”ANR Securities

Private Limited”” on October 09, 2018 for recovery of outstanding Gross loan amount (including Interest) of Rs. 8,139.66 Lakhs. The arguments were heard, however, the Order reserved by Hon''ble NCLT on the admission of petition has been stayed by the Hon''ble Supreme Court vide order dated April 05, 2019 to which, the Company filed an application for intervention which was allowed by the Hon''ble Supreme Court. Arguments on application for vacation of stay order dated April 05, 2019 has been heard by the Hon''ble Supreme Court. The directions have been passed by the Hon''ble Supreme Court that all pending proceedings before the concerned courts, including the First Information Reports and proceedings before NCLT shall be taken to logical conclusion in accordance

with law. In view thereof, the Company had filed application to bring the said proceedings back before the Hon''ble NCLT. The said applications were allowed and the Insolvency Petitions are now listed before the Hon''ble NCLT. As the Loan is unsecured and in view of the management there are very low probability of its recovery, the loan has been written off during the year, however, the litigation process will be continued for recovery of the claim filed.

ii) The Company had filed a petition under Section 7 of Insolvency and Bankruptcy Code, 2016 against “”Ligare Aviation Limited”” on January 18, 2021 for recovery of outstanding loan amount Rs. 587.27 Lakhs.The Learned NCLT Bench issued notice to the corporate debtor. Corporate Debtor has filed reply to the said Petition and the Company has filed rejoinder to the same. The matter is sub-judice.

As the Loan is unsecured and in view of the management there are very low probability of its recovery, the loan has been written off during the year, however, the litigation process will be continued for recovery of the claim filed.

9.3 The Company grants ESOP''s to group companies employees in accordance with approved Employee Stock Option Scheme. (Refer note 46)

9.4 During the FY 2021-22, the Company had incorporated a Subsidiary namely ''Religare Care Foundation'' (RCF) under Section 8 of the Companies Act, 2013 for the purpose of charitable objects of the Company and its Group, in which Company holds 51% shareholding and other two Subsidiaries i.e. ''Religare Housing Development Finance Corporation Limited and Religare Broking Limited'' holds 24.50% each of its share capital.

9.5 During the year, the Company has made investment of Rs 19,241.33 Lakhs in right issue of Care Health Insurance Limited. The right share of 1,74,92,122 was purchased at price Rs. 110 per equity share (Including premium of Rs 100 per share).

10.1 (a) Recoverable from support services are non-interest bearing and are generally on terms of 30 to 90 days.

(b) Amount of Rs. Nil (Previous Year: Rs. 108.05 lakhs), net of Expected Credit Loss is due since less than 6 months, and the amount of Rs. 372.13 lakhs (Previous Year: Rs. 372.13 lakhs) which has been fully impaired is pending since more than three years.

(c) Considering the status of security deposit receivables of Rs. 351.56 lakhs and pending NCLT proceedings against these property owners the chances of recovery of these amounts are remote, hence the same has been written off during the year ended March 31,2023.

17.1 Terms and Security pledged for Loans from Financial Institutions are given below:

Term Loan (net of borrowing cost) from two Financial Institutions (received in two tranches) is secured by first and exclusive pledge of 100% shareholding of Subsidiary Company i.e. Religare Broking Limited (RBL) held by the Company. It carries interest rate bifurcated in two tranches i.e. @ 13.40 % and 18.00% per annum. Loan inclusive of accrued interest is payable in single instalment / bullet repayment by September, 2024.

17.2 Liability portion of redeemable preference shares (Refer note 51(d))

Redeemable preference shares accounted as a financial liability measured initially at the fair value and subsequently at amortised cost with the interest accretion at Effective Interest Rate (EIR) based on the IRR calculated on the yield thereon:

(a) 13.66% Cumulative Redeemable Preference Share

The face value of each share is Rs. 10. The share shall have voting rights applicable to the preference share under the Companies Act, 2013. Each preference share holder has right to receive in priority to Equity shareholders, preference dividend on cumulative basis at the rate not exceeding 13.66% per financial year. The aggregate shares outstanding as at the year end are 1,500,000 ( Previous year: 1,500,000) at Rs. 100 (including premium of Rs. 90 per share). The above shares were redeemable at an amount of Rs. 4,190.28 Lakhs (including premium not exceeding Rs. 269.36 per share) on October 31, 2018.

(b) 0.01% Non Convertible Non Cumulative redeemable preference share

The face value of each share is Rs. 10. The share shall have voting rights applicable to the preference share under the Companies Act, 2013. Each preference share holder has right to receive in priority to Equity shareholder, preference dividend on non cumulative basis at the rate not exceeding 0.01% per financial year. The shares allotted were 25,000,000 in one tranche on August 30, 2016. The above shares were redeemable at an amount (including premium) not exceeding Rs. 16.851 per share on August 30,2021. The carrying value of preference share as on the date of redemption was Rs. 4,212.75 Lakhs.

19.1 (a) The Company had given letter of comfort to Religare Comtrade Limited (“RCTL”), a wholly owned subsidiary of the Company to provide financial support to it. The Company had booked a financial liability of Rs. 11,108.89 lakhs till March 30, 2023 (addition of Rs. 4.52 lakhs during the year ended March 31,2023) towards the negative net worth of RCTL, against the said letter of comfort. In terms of the said letter of comfort, the Company has on March 31, 2023, paid Rs 11,108.89 lakhs to RCTL to discharge / settle its liability towards the loan taken by it from Religare Finvest Limited.

(b) The Company had given a letter of comfort to Religare Advisors Ltd (RAL), a wholly owned subsidiary of the Company, to provide financial support of Rs. 250 Lakhs to meet business requirements as and when business demands cash funds and support for revival of business. As per IND AS 109, financial liability of Rs. 250 Lakhs had been recorded during FY 2017-18 against the said letter of comfort. RAL currently neither has any business operation nor have any plan to carry any business operation in near future, and therefore, the said liability would not be payable and accordingly has been written back during the year.

22.1 (e) a) During the current year, the Company granted 45,00,000 stock options at a grant price of Rs. 129.85 per share on August 10, 2022 under “Religare Enterprises Limited Employees Stock Option Plan 2019” (REL ESOP Scheme 2019).

b) During the current year, the Company has allotted 4,750,151 equity shares, pursuant to exercise of stock options granted under “Religare Enterprises Limited Employees Stock Option Plan 2019” (REL ESOP Scheme, 2019). These equity shares of face value of Rs. 10/- each have been allotted at an exercise price ranging from Rs. 24.10 per share to Rs. 39.55 per share. Further, post end of the year, the Company has further allotted 28,750 equity shares of face value of Rs. 10/- each under the REL ESOP Scheme, 2019 and also granted 42,00,000 stock options at a grant price of Rs 169.70 per share on May 11, 2023.

(i) The Company has given a corporate guarantee to banks on behalf of its wholly owned subsidiary Religare Broking Limited (RBL) amounting to Rs. 30,500 lakhs (Previous year Rs. 19,000 Lakhs) against various credit facilities. As on March 31, 2023, a sum of Rs. 25,739 Lakhs (Previous year Rs. 12,800 Lakhs) was outstanding towards the said credit facility.

(ii) Includes demands which are pending for adjudication with various income tax authorities i.e. ITAT, CIT (Appeal), Commissioner of Income Tax, etc.

(iII) Includes demands which are pending for adjudication with CESTAT, Joint Commissioner of GST.

35.1 Inclusive of Unpaid Capital call on equity shares of Religare Capital Markets Limited amounting to Rs. 4,077.50 lakhs.

35.2 Assessment proceedings for the AY 2016-17 was referred for the special audit under section 142(2A) of the Income Tax Act, 1961 vide directions issued by the Income Tax Department dated August 06, 2019. The Special Auditors M/s. Dass Gupta & Associates had submitted audit report on 18th coNovember, 2019 wherein they have proposed an aggregate addition of Rs. 384.57 crores (approx.) on various grounds and proposed disallowance of capital loss amounting to Rs. 894.26 crores (approx.).

Thereafter, the Income tax department has, vide its draft assessment order u/s. 144C of the Act dated 19th March, 2020, confirmed all the additions of approx. Rs. 1,249.42 crores (including disallowance of capital loss amounting to Rs. 894.26 crores) as proposed by the special auditors. Aggrieved by disallowances made by the AO, the Company has filed objections before the Dispute Resolution Panel (“DRP”), New Delhi on 26th June, 2020. Post representation of the grounds before the DRP, the bench has passed the order on 8th February, 2021 wherein the DRP has not given any relief except on the two grounds entail the amount aggregating to Rs. 7.17 crores (approx.).

Successively, the tax department has without giving any opportunity of being heard, has passed a final assessment order on 31.03.2021, wherein it has confirmed all the disallowances proposed in the draft assessment order. The said disallowance also includes the additions/disallowances on which relief was accorded by the DRP and further confirmed by the TPO in relation to the TP addition. Consequently in the final assessment order the Income tax department has made an aggregate disallowance amounting to Rs. 1,249.42 crores (including the disallowance of capital loss of RCML pursuant to reduction of share capital aggregating to Rs. 834 Crores). Further, the income tax department has raised a demand aggregating to Rs. 204.51 Crores (including interest u/s. 234B and 234C of Rs. 76.42 crores) after setting- off advance tax and TDS for the subject year.

Against the impugned order passed by the Income tax department, the Company has taken following action (i) with respect to the mistakes apparent from records in the final assessment order, the Company has filed a rectification application vide letter dated 12th April, 2021. Post adjudication of the said application by the tax department, vide rectification order dated 14th February, 2023, the demand has been reduced to Rs. 166.85 Crores (ii) The company has filed an appeal before the Income Tax Appellant Tribunal (''ITAT'') against the disallowances made by the income tax department on 19th April, 2021, which is pending for adjudication before ITAT and (iii) The company had filed stay application before ITAT for stay of demand on 19th April, 2021 and the Hon''ble ITAT considering the facts of the present matter has granted interim stay on the operation of recovery of demand.

35.3 The assessment proceedings was initiated u/s 143(3) for AY 2017-18 and thereafter the assessment was referred to the Transfer pricing office (''TPO'') by the Assessing Officer (''AO''). In the transfer pricing assessment, the TPO has made a disallowance of Rs. 8.32 crores on account of corporate guarantee of 150 M USD given by RGAM Investment Advisors Limited (merged with REL w.e.f. 01st April, 2016) to RGAM Inc. (a wholly owned subsidiary).

Subsequently the Assessing Officer has passed a draft assessment order u/s 144C on 31th March, 2021 proposing the disallowances aggregating to Rs. 947.46 crores which includes disallowance proposed by the TPO amounting to Rs. 8.32 crores and disallowance of capital loss of Rs. 939.14 crores.

Aggrieved by the aforesaid order under section 144C of the Act, the Company has filed its objections before Hon''ble bench of Dispute Resolution Penal (DRP), New Delhi on 29th April, 2021. The DRP vide their directions dated 21st, December, 2021 dismissed all the objections raised by the Company. Pursuant to the DRP directions, the AO has passed a final assessment order on 24th January, 2022 confirming all the disallowances/additions proposed in the draft assessment order and raised a demand of Rs. 139.96 Cr. (including interest u/s. 234B of Rs. 49.40 crores) after setting- off advance tax and TDS for the subject year.

Against the impugned order passed by the Income tax department, the Company has taken following action (i) The company has filed an appeal before the Income Tax Appellant Tribunal (''ITAT'') against the disallowances made by the income tax department on 17th February, 2022, which is pending for adjudication before ITAT and the company had filed stay application before ITAT for stay of demand on 17th February, 2022 and the Hon''ble ITAT considering the facts of the present matter has granted interim stay on the operation of recovery of demand.

35.4 In accordance with the approval for payment of Brand License Fees granted by the Audit Committee and the Board of Directors in their respective meetings held on December 8, 2016 and December 10, 2016 respectively, the Company during the year ended March 31,2017, had entered into an agreement for payment of Brand License Fees to RHC Holding Private Limited (“RHC”) for a period of 6 years effective April 01,2016 for usage of the “Religare” trademark/brand. During the year ended March 31, 2018, RHC has assigned the trade mark “Religare” and its logo to Elive Infotech Pvt Limited (assignee/Elive). Further, Elive has waived the right to receive the brand license fee from REL or its subsidiaries/affiliates till the time interest on loans availed by the group companies of Elive and RHC from Religare Finvest Limited is serviced. In

the suit titled SCCPL & Another vs. LVB & Others having no. CS(COMM) 633/2018 pending before the Hon''ble Delhi High Court, SCCPL had claimed ownership of “Religare Brand” by way of an Assignment Deed allegedly executed in its favour by RHC and Elive. The Hon''ble Delhi High Court vide its order date 22nd February, 2018 passed an order to maintain status quo regarding the Religare Trademark. RHC and Elive have filed an application under Section 340 Cr.P.C against SCCPL for wilfully knowing, deliberately making false statements and submitting forged documents. Loancore Servicing Solutions Ltd. has filed substitution on behalf of SCCPL by way of assignment deed. Further, Daiichi has also obtained a status quo order on the brand “Religare” by suppressing the fact that the entire shareholding of RHC Holdings Pvt. Ltd. in M/s Elive Infotech Pvt. Ltd. had been pledged in favour of RFL as a security for various loans to group companies of RHC Holdings Pvt. Ltd. RFL had filed objection application in the said proceedings.

35.5 Income Tax Assessment proceedings of the Company for the assessment year 2021-22 was completed National e-Assessment Centre vide assessment order dated 16th December, 2022 after making adjustments on account of (i) Addition on account of Interest income on which TDS has been deducted by UCO bank amounting to Rs. 2,57,030 under the head PGBP and (ii) Adjustment on account of brought forward losses pertaining to AY 2013-14 & AY 2016-17 aggregating to Rs. 75,59,51,702 set-off with the subject AY Consequent to the adjustments made in the assessment order a demand of Rs. 21.48 Crores. has been raised.

Against such assessment order the company has taken following action: (i) filed an appeal before CIT-A on 13th January, 2023, (ii) Rectification Application dated 13th January, 2023, once the rectification is adjudicated, the demand of Rs. 21.48 Crores will be reduced to Nil. and (iii) stay of demand application is filed on 16th January, 2023. Aforesaid actions taken by the company against the assessment order are pending for adjudication.

35.6 The income tax proceedings for the Assessment Year 2013-14 was completed vide assessment order dated 28th March, 2016, wherein the disallowance u/s. 14A of Act of Rs.1,93,79,583 and disallowance u/s. 37(1) on account of fines and penalties of Rs.35,18,803 has been made.

Aggrieved by the said order, the Company has filed an appeal to the CIT-A, the CIT-A vide its appellate order dated 28th July, 2017 has granted partial relief by deleting the disallowance u/s. 14A of the Act and confirming disallowance of fines and penalties u/s. 37(1) of Act. Subsequently, the matter travelled to the Hon''ble Income tax Appellate Tribunal (''ITAT'') and the Hon''ble ITAT vide its order dated 25th, February, 2021 and MA order dated 01st April, 2022 has given following directions:

• The ITAT has restricted the disallowance u/s. 14A of the Act only to the extent of the exempt income earned by company for the subject AY

• The ITAT has remanded back the matter to the AO for verification of facts and documents respecting the claim of company for fines and penalties.

Pursuant to the order of ITAT the Company has filed an application before the jurisdictional Assessing officer giving effect to the appeal dated 04.02.2023 has restricted the disallowance u/s. 14A of the Act to the extent of dividend income and determined a refund of Rs. 34,95,035. Further, the other ground of disallowance made on account of fines and penalties was not adjudicated by the jurisdictional AO in the aforementioned appeal effect order.

However, in the subject matter the National Faceless Appeal Centre (“”NFAC””), without any jurisdiction passed an assessment order under section 143(3) read with section (r.w.s) 254 r.w.s 144B of the Act. In the aforesaid order the NFAC has repeated the disallowance made by the jurisdictional AO in original assessment order passed u/s. 143(3) of the Act dated 28th March, 2016 i.e. made adjustments on account of (i) Disallowance on account of disallowance u/s. 14A of the Act amounting to Rs. 1,93,79,583 and (ii)Disallowance on account of fines and penalties amounting to Rs. 35,18,803. Consequently raised a demand of Rs. 84,33,78,938.

The order passed by NFAC has several legal and factual errors. The NFAC has passed this order without any jurisdiction and also overruled orders of ITAT and CIT- A. The said order has several computation errors such as computing tax at incorrect tax rate and short credit of prepaid taxes in the computation. Further, the NFAC has also not given the company an opportunity of being heard through video conferencing despite of a specific request by the company.

In view of such errors in the assessment order passed causing undue hardship on the company, the company has filed a writ petition before the Hon''ble Delhi High Court seeking relief by quashing this impugned order and determining refund as per the appeal effect order passed by the jurisdictional AO. The matter was listed for hearing on 24th April, 2023 before the Hon''able Delhi High Court and on the captioned dated, the Hon''able Delhi High Court has duly admitted the writ petition of the company and has stayed the operation of the impugned order dated 29th March, 2023 till the conclusion of writ. The matter is now pending for adjudication.

39. Segment Reporting:1 Basis of Segmentation

The segment reporting of the Company has been prepared in accordance with Ind AS 108 “Operating Segment”. For management purpose the Company is organised into business units based on services and has two reportable segments (a) Investment and Financing Activities, and, (b) Support Services.

The Segments have been identified as reportable segments by the Company''s Chief Operating Decision Maker (“CODM”). Segment profit amounts are evaluated regularly by the Board, which has been identified as CODM, in deciding how to allocate resources and in assessing performance.

Segments Revenue, Results, Assets and Liabilities include the respective amounts identifiable to each of the segments and amount allocated on a reasonable basis. Unallocated expenditure consists of common expenditure incurred for all segments. The asset and liabilities that cannot be allocated between segments are shown as unallocated between the segments and shown as unallocated corporate assets and liabilities respectively.

2 Information about Reportable Segments:

Primary Segment

(a) The business segment has been considered as the primary segment for disclosure. The Company''s primary business comprises of ''Investment and Financing Activities'' and ''Support Services''. The business segments have been identified considering the nature of services, the differing risks and returns, the organization structure and the internal financial reporting system.

(b) Segment revenue, results, assets and liabilities have been accounted for on the basis of their relationship to the operating activities of the segment and amounts allocated on a reasonable basis.

(c) Revenue and expenses directly attributable to segments are reported under each reportable segment. Expenses incurred on behalf of other segments and not directly identifiable to each reportable segment have been allocated to each segment on the basis of associated revenues of each segment. All other expenses which are not attributable or allocable to segments have been disclosed as unallocable expenses.

(d) Assets (including Property Plant & Equipment''s) and liabilities that are directly attributable to segments are disclosed under each reportable segment. Common assets have been allocated to each segment on the basis of associated revenues of each segment. Liabilities have been allocated to each segment on the basis of total segment expense. All other assets and liabilities are disclosed as unallocable.

If the segment result of a segment includes interest or dividend income, its segment assets include the related receivables, loans, investments, or other interest or dividend generating assets.

If the segment result of a segment includes interest expense, its segment liabilities include the related interest-bearing liabilities.

This note describes the fair value measurement of both financial and non-financial instruments and is structured as follows:

40.1 Valuation Principles

40.2 Assets and liabilities by fair value hierarchy

40.3 Fair Value of financial instruments not measured at fair value

40.4 Valuation Techniques

40.5 Movements in level 3 financial instruments measured at fair value

40.6 Disclosure of fair value of financial measurement hierarchy for financial instruments

40.7 Valuation methodologies of financial instruments not measured at fair value

40.1 Valuation Principles

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction in the principal (or most advantageous) market at the measurement date under current market conditions (i.e., an exit price), regardless of whether that price is directly observable or estimated using a valuation technique.

In order to show how fair values have been derived, financial instruments are classified based on a hierarchy of valuation techniques.

Fair value of the financial instruments is classified in various fair value hierarchies based on the following three levels: Level 1: Quoted prices (unadjusted) in active market for identical assets or liabilities.

Level 2: Inputs other than quoted price included within level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices). The fair value of financial instruments that are not traded in an active market is determined using market approach and valuation techniques which maximize the use of observable market data and rely as little as possible on entity-specific estimates. If significant inputs required to fair value an instrument are observable, the instrument is included in Level 2.

Level 3: If one or more of the significant inputs is not based on observable market data, the fair value is determined using generally accepted pricing models based on a analysis, with the most significant inputs being the discount rate that reflects the credit risk of counterparty.

The fair value of trade receivables, trade payables and other current financial assets and liabilities is considered to be equal to the carrying amounts of these items due to their short-term nature. Where such items are Non-current in nature, the same has been classified as Level 3 and fair value determined using basis. Similarly, unquoted equity instruments where most recent information to measure fair value is insufficient, or if there is a wide range of possible fair value measurements, cost has been considered as the best estimate of fair value.

There has been no change in the valuation methodology for Level 3 inputs during the year. The Company has not classified any material financial instruments under Level 3 of the fair value hierarchy. There were no transfers between Level 1 and Level 2 during the year.

40.4 Valuation Techniques

a) Mutual Funds

- Open ended Mutual funds at NAV''s declared or quoted

- Close ended Mutual funds at declared or published NAV''s by Asset Management Financial Institution (AMFI)

b) Alternate Investment Funds

- Alternate Investment Funds value at NAV''s as declared by Fund Management companies.

c) Equity instruments

The majority of equity instruments are of non-listed entities, and are initially recognised at transaction price and remeasured (to the extent information is available) and valued on a case-by-case and classified as Level 3.

40.5 Movements in Level 3 financial instruments measured at fair value

The following tables show a reconciliation of the opening and closing amounts of Level 3 financial assets and liabilities which are recorded at fair value. Transfers from Level 3 to Level 2 occur when the market for some securities became more liquid, which eliminates the need for the preciously required significant unobservable valuation inputs. Since the transfer, these instruments have been valued using valuation models incorporating observable market inputs. Transfers into Level 3 reflect changes in market conditions as a result of which instruments become less liquid. Therefore, the Company requires significant unobservable inputs to calculate their fair value.

The following tables show the reconciliation of the opening and closing amounts of Level 3 financial assets and liabilities measured at fair value:

40.7 Valuation methodologies of financial instruments

The fair value of financial assets and liabilities is included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in forced or liquidation sale. The following methods and assumptions were used to estimate the fair values:

1. The Company has disclosed financial instruments such as cash & cash equivalents, other bank balances , trade payables, other financial assets, and liabilities at carrying value because their carrying amounts are a reasonable approximation of the far values due to their short term nature.

2. Financial instruments with fixed and variable interest rats are evaluated by the Company based on parameters such as interest rates and individual credit worthiness of the counter party. Based on this evaluation , allowances are taken to the account for the expected losses of these receivables.

41. Financial Risk Management, Objectives and Policies41.1 Introduction and risk profile

Company has operations in India. Whilst risk is inherent in the Company''s activities, it is managed through an integrated risk management framework, including on-going identification, measurement and monitoring, subject to risk limits and other controls. This process of risk management is critical to the Company''s continuing profitability and each individual within the Company is accountable for the risk exposures relating to his or her responsibilities. The Company is exposed to credit risk, liquidity risk and market risk. It is also subject to various operating and business risks.

41.1.1 Risk Management Structure

The Board of Directors are responsible for the overall risk management approach and for approving the risk management strategies and principles.

The Board has constituted the Risk Management Committee which is responsible for monitoring the overall risk process within the Company. The Risk Management Committee (RMC) has the overall responsibility for the development of the risk strategy and implementing principles, frameworks, policies and limits. The RMC is responsible for managing risk decisions and monitoring risk levels.

The Head of respective department/function shall be responsible for implementation of the risk management system as may be applicable to their respective areas of functioning who will maintain record of each risk identified along with mitigation plan in Risk & Control Matrix (RCM) and will update it periodically.

The Company''s policy is that risk management processes throughout the Company are audited at regular interval by the Internal Audit function, which examines both the adequacy of the procedures and the Company''s compliance with the procedures. Internal Audit discusses the results of all assessments with management, and reports its findings and recommendations to the Supervisory Board and Audit Committee.

41.2 Financial Risk Management:

The Company''s principal financial liabilities, other than derivatives, comprise of borrowings, trade and other payables. The main purpose of these financial liabilities is to finance the Company''s operations. The Company''s principal financial assets, other than derivatives, include trade and other receivables, investments and cash and cash equivalents that arise directly from its operations.

The Company is exposed to credit risk, liquidity risk and market risk. It is also subject to various operating and business risks.

Market risk is the risk of loss of future earnings, fair values or future cash flows that may result from a change in the price of a financial instrument. The value of a financial instrument may change as a result of changes in the interest rates, foreign currency exchange rates, commodity prices, equity prices and other market changes that affect market risk sensitive instruments. Market risk is attributable to all market risk sensitive financial instruments, including investments and deposits, receivables, payables and borrowings.

The Company''s overall risk management focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on the financial performance of the Company.

41.2.1 Credit Risk

The Company continuously monitors all assets subject to ECLs. In order to determine whether an instrument or a portfolio of instruments is subject to 12m ECL or LTECL, the Company assesses whether there has been a significant increase in credit risk since initial recognition. The Company considers an exposure to have significantly increased in credit risk underlying assets and accordingly changes the ECL.

When estimating ECLs on a collective basis for a Company of similar assets, the Company applies the same principles for assessing whether there has been a significant increase in credit risk since initial recognition.

For other Financial asset an Investments the company ha an investment policy which allow the Company to investment with counter parties having credit rating and with limits as predefined in Investment policy.

41.2.2 Interest Rate Risk

Interest rate risk is the fair value of future cash flows of a financial instrument which fluctuates because of changes in the market Interest rates. The company''s position with regards to interest income treasury team manages the interest rate by diversifying its portfolio across tenures.

41.2.3 Reputational Risk

Reputational Risk As per the above standard, REL is also exposed to reputation risk arising from failures in governance, business strategy and process, regulatory-compliance and legal risk. These risks are generally covered under Operational risks. Reputational risk is the risk of potential damage to the Company due to deterioration of its reputation. The reputation of the Company may suffer as a result of its failure to comply with laws, regulations, rules, reporting requirements, standards and codes of conduct applicable to its activities, rather than compliance with the internal limits or procedures. Proactive measures to minimize the risk of losing reputation could be a sound risk management framework, good corporate governance high level ethics and integrity, rigorous anti money laundering procedures, good business practices and reporting of all breaches which lead to reputational risk to the attention of senior management and the board.

Management of subsidiaries and support functions of REL should take into consideration above basic risk categorization and devise their own risk cum control matrix for each of the product line, segment, business and operations.

Liquidity risk is the potential of loss arising from their inability either to meet obligations or to fund increases in assets as they fall due without incurring unacceptable costs or losses.

41.2.4.1 Analysis of financial assets and liabilities by remaining contractual maturities

The table below summarises the maturity profile of the undiscounted cash flows of the Company''s financial assets and liabilities as at March 31, 2023 and Previous year ended March 31, 2022.

Market the risk that the fair value or future cash flows of financial instruments will fluctuate due to changes in market variables such as interest rates, foreign exchange rates and equity prices. The Company classifies exposures to market risk into either trading or non-trading portfolios and manages each of those portfolios separately. Non-trading positions are managed and monitored using other sensitivity analyses.

41.2.6 Operational risk

Operational risk is the risk of loss resulting from inadequate or failed internal processes, people and systems or from external events. This risk shall also incorporate possible causes of loss resulting from regulatory non-compliances. The main sources of operational risk are Process design, Employees, Equipment, Information technology, Physical risk, regulatory non-compliance, Fiduciary etc.

42. Capital

The Company maintains an actively managed capital base to cover risks inherent in the business and is meeting the capital adequacy requirements of the local banking supervisor, Reserve Bank of India (RBI) of India. The adequacy of the Company''s capital is monitored using, among other measures, the regulations issued by RBI. Company has complied in full with all its externally imposed capital requirements over the reported period.

42.1 Capital Management

The primary objectives of the Company''s capital management policy are to ensure that the Company complies with externally imposed capital requirements and maintains strong credit ratings and healthy capital ratios in order to support its business and to maximize shareholder value.

The Company manages its capital structure and makes adjustments to it according to changes in economic conditions and the risk characteristics of its activities. In order to maintain or adjust the capital structure, the Company may adjust the amount of dividend payment to shareholders, return capital to shareholders or issue capital securities. No changes have been made to the objectives, policies and processes from the previous years. However, they are under constant review by the Board.

43. Retirement benefit Plan43.1 Defined Contribution Plan

Contribution toward provident fund plan for all employees is made to regulatory authorities, where the Company has no further obligations. Such benefits are classified as Defined Contribution Scheme as the Company does not carry any legal or constructive obligations to pay further contributions apart from the contributions made on monthly basis which are charged to the Statement of Profit and Loss account as incurred.

The amount charged to the Statement of Profit and Loss is Rs. 60.48 Lakhs during the year (2021-22: Rs. 50.47 Lakhs).

43.2 Defined Benefits plan

“The Company has a defined benefit gratuity plan in India (funded). The Company''s defined benefit gratuity plan is a final salary plan for its employees, which requires contributions to be made to a separately administered fund. The gratuity plan is governed by the Payment of Gratuity Act, 1972. Under the act, employee who has completed five years of service is entitled to specific benefit. The level of benefits provided depends on the member''s length of service and salary at retirement age. The fund has the form of a trust and it is governed by the Board of Trustees, which consists of an equal number of employer and employee representatives. The Board of Trustees is responsible for the administration of the plan assets and for the definition of the investment strategy.

Each year, the Board of Trustees reviews the level of funding in the India gratuity plan. Such a review includes the asset-liability matching strategy and investment risk management policy. This includes employing the use of annuities and longevity swaps to manage the risks. The Board of Trustees decides its contribution based on the results of this annual review. The Board of Trustees aim to keep annual contributions relatively stable at a level such that no plan deficits (based on valuation performed) will arise.

43.3 Others benefits

The employees of the Company are entitled to leave benefits as per the policy of the Company. The liability for compensated absences is accrued based on the actuarial valuation as at the balance sheet date conducted by an independent actuary. The net present value of the Group companies'' obligations are determined based on the Projected Unit Credit Method at the end of each year.

(Amount in Rs. lakhs, unless otherwise stated)

The following tables summaries the components of net benefit expense recognised in the statement of profit or loss and the funded status and amounts recognised in the balance sheet for the respective plans:

(A) Changes in the defined benefit obligation and fair value of plan assets and net defined benefit liability recognised in statement of Balance Sheet:

Sensitivity Analysis

The sensitivity analysis below has been determined based on reasonably possible change of the respective assumptions occurring at the end of the reporting period, while holding all other assumptions constant. These sensitivities show the hypothetical impact of a change in each of the listed assumptions in isolation. While each of these sensitivities holds all other assumptions constant, in practice such assumptions rarely change in isolation and the asset value changes may offset the impact to some extent. For presenting the sensitivities, the present value of the defined benefit obligation has been calculated using the projected unit credit method at the end of the reporting period, which is the same as that applied in calculating the Defined Benefit Obligation presented above. There was no change in the methods and assumptions used in the preparation of sensitivity analysis from previous year.

Risk Analysis

The Company is exposed to a number of risks in the defined benefit plans. Most significance risk pertaining to defined benefits plans and management estimation of the impact of these risks are as follows.

Salary Growth Rate

The present value of defined benefit plans liability is calculated by reference to the future salaries of plan participates. Salary increase considered @ 7% . As such, an increase in the salary of the plan participants will increase the plan''s liability.

Demographic Risk

This is the risk of variability of results due to systematic nature of decrements that include mortality, withdrawal, disability and retirement . The effect of these decrements on the defined obligation is not straight forward and depends upon the combination of salary increase , discount rate and vesting criteria. it is important not to overstate withdrawals because in the financial analysis the retirement benefit of short career employee typically costs less per year as compared to long service employee.

Interest rate risks

The defined benefit obligation uses a discount rate based on government bonds. If bonds yields fall , the defined benefit obligation will tend to increase.

46.1 ESOP Policy

Equity-settled share-based payments to employees and others providing similar services are measured at the fair value of the equity instruments at the grant date. Details regarding the determination of the fair value of equity-settled share-based payments transactions are set out in notes to accounts.

The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straightline basis over the vesting period, based on the Company''s estimate of equity instruments that will eventually vest, with a corresponding increase in equity. At the end of each reporting period, the Company revises its estimate of the number of equity instruments expected to vest. The impact of the revision of the original estimates, if any, is recognised in Statement of Profit and Loss such that the cumulative expenses reflects the revised estimate, with a corresponding adjustment to the Share Option Outstanding Account.

ESOPs (equity - settled share - based payments) have also been granted to the employees of:

Subsidiary (including step down subsidiary) whereby:

i) The Company has debited these shares as ''Investment in Subsidiary'' and credited its equity;

ii) The subsidiary has debited its expenses (employee related cost) and credited the capital contribution from the parent;

The employees of the Company are recipient of equity - settled share based payments either from the Company and / or its subsidiary (including step down subsidiary).

i) Where the transaction is with the subsidiary, credit to ''Dividend Income'' and debit to expenses (employee related cost)

ii) The Subsidiary has debited Investment and credited to capital contribution.

The dilutive effect of outstanding options is reflected as additional share dilution in the computation of diluted earnings per share.

46.2 ESOP DISCLOSURES Details of the Scheme:

The Board of Directors at its meeting held on February 12, 2019, approved the Religare Enterprises Limited Employee Stock Option Plan 2019 (“REL ESOP 2019 / Scheme”) to issue and allot stock options up to a maximum of 10% of expanded share capital of the Company (after taking into account any other equity Shares including through convertible instruments) for the permanent employees and directors whether a whole-time director or not (other than Promoters of the Company, Independent Directors and Directors holding directly or indirectly more than 10% of the outstanding Equity Shares of the Company) of the Company and its present and future holding company and subsidiary company(ies) in terms of Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014. The shareholders of the Company approved the Scheme vide their special resolution passed through postal ballot on March 29, 2019.

The Nomination and Remuneration Committee of the Company has approved the following grants to select senior level executives of the Company in accordance with the Stock Option Scheme.

46.3 The details of grants approved for employees of the Company and employees of its subsidiaries (including step down subsidiaries) in accordance with the Employees Stock Option Scheme:

The Company has used the fair value method to account for the compensation cost of stock options to employees. The fair value of options used are estimated on the date of grant using the Black - Scholes Model. The key assumptions used in Black - Scholes Model for calculating fair value as on the date of respective grants are:

• Grant date

• Risk free interest rate

• Expected life

• Expected volatility

• Dividend yield

• Price of the underlying share in the market at the time of the option grant

Note: For the year ended March 31, 2023, the Company has accounted reversal of expense of Rs. (5.00) Lakhs as Employee Benefit Expenses on the aforesaid employee stock option plan , including subsidiaries and step down subsidiaries scheme (Previous year: expense of Rs. 53.49 Lakhs). The balance in share option outstanding account is Rs. 110.99 Lakhs as of March 31,2023 (Rs. 131.16 as of March 31,2022).

46.5 TRANSACTIONS DURING THE YEAR During the year, the Company has:Credited ESOP reserve on:

i) Debiting to employee re0lated cost by Rs. (6.09) Lakhs (previous year: Rs.49.79 Lakhs) being ESOP expenses on its own employees;

ii) Debiting investment in subsidiaries by Rs. 1.19 Lakhs (previous year: Rs. 2.52 Lakhs) being ESOP expenses on its subsidiaries employees;

Credited to ESOP Reserve'' & debited employee related cost by Rs. 1.09 Lakhs (previous year: Rs. 3.70 Lakhs) being ESOPs granted to the employees of the Company by its subsidiary;

The part of ESOP granted to employees of the its subsidiaries stand cancelled during the year. On Cancellation of ESOP''s the amount of Rs 1.19 Lakhs (previous year: Rs. 2.52 Lakhs) was transferred from ESOP reserve A/c to Retained earning.

47. Earnings per share

Basic earnings per share (EPS) is calculated by dividing the net profit for the year attributable to equity holders of Company by the weighted average number of equity shares outstanding during the year.

Diluted EPS is calculated by dividing the net profit attributable to equity holders of Company (after adjusting for interest on the convertible preference shares and interest on the convertible bond, in each case, net of tax) by the weighted average number of equity shares outstanding during the year plus the weighted average number of equity shares that would be issued on the exercise of all the outstanding share options as per ESOP scheme.

1) Transaction of Equity and Preference Capital contributions with Related party shown. Outstanding balance of Investment in equity and preference share capital is not showing.

2) 14,720,000 shares outstanding as on March 31,2023 being ESOPs granted to the Key Management Personnel of the Company by the Company.

3) 3,560,750 shares outstanding as on March 31,2023 being ESOPs granted to the employees of subsidiary company “Religare Finvest Limited” by the Company.

4) 740,000 shares outstanding as on March 31,2023 being ESOPs granted to the employees of subsidiary company “Religare Housing Development Finance Corporation Limited” by the Company.

5) 1,032,000 shares outstanding as on March 31,2023 being ESOPs granted to the employees of subsidiary company “Religare Broking Limited” by the Company.

6) 4,345,000 shares outstanding as on March 31, 2023 being ESOPs granted to the employees of the Company by subsidiary company “Religare Broking Limited” .

7) The Inter corporate loan has been lend to subsidiary company, “Religare Broking Limited (RBL) “ , for working capital requirement . The funds has been actually utilised for the purpose of working capital requirement in the business of RBL.

50. Other Notes as per RBI Guidelines:

A). (i) During the financial year ended March 31, 2015, the Company 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 RBI under the CIC Directions. By virtue of the CIC registration as aforesaid, the provisions of net owned fund requirements under section 45-IA (1)(b) of the RBI Act, 1934 and provisions related to “Asset Income Pattern”, “Requirement to Capital Adequacy (CRAR)” and “Concentration of Credit/Investment” as applicable for NBFCs under NBFC Master Directions 2016 shall not apply to the Company, subject to the compliance of conditions specified in the CIC Directions.

Further, pursuant to the Revised Regulatory framework issued vide notification no DNBR (PD) CC No.002/03.10.1001/2014-15 dated November 10, 2014 and Guidelines on Corporate Governance - Review issued vide notification no DOR (NBFC) PD.003/03.10.19/2016-17 dated November 09, 2017, compliance requirement of Corporate Governance are exempted for a CIC Company. Accordingly, the Company has not disclosed matters specified in the said guidelines.

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 of India neither accepts any responsibility nor guarantee for the payment of the public funds to any person/body corporate.

vi) Institutional set-up for liquidity risk management

The Company has borrowing from group companies but does not have bank borrowings or deposits. The Company manages its liquidity risk based on the asset liability management policy which includes liquidity risk management and incorporates the principles laid down by RBI in the liquidity risk management framework of NBFC.

51. Other Notes

a) Classification of Loans and Advances and provision for Non-Performing Assets and provision towards diminution in the value of Investments other than long term have been made in accordance with the NBFC Directions after considering subsequent recoveries and realizable value of investments respectively. Provision for Investment is made in accordance with Indian Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015, as amended from time to time. The classification of loans into standard, sub-standard and loss assets and investments have been disclosed at gross value and the corresponding provision against nonperforming assets / investments has been included under provisions in accordance with NBFC Directions.

b) As during the current year there is no taxable income no provision for income tax has been considered necessary. Further, as the Company had opted for new tax regime under section 115BAA of the Income Tax Act, 1961, the provisions of MAT under Section 115JB are not applicable to the Company.

c) (i) In the matter of an investigation of REL initiated by SEBI in February, 2018, REL was issued a show cause

notice on November 17, 2020, advising as to why appropriate directions, as deemed fit, should not be issued against it under specified sections of SEBI Act and SCRA Act and it was further called upon to show why appropriate directions for imposing penalty under various sections of the SEBI Act, SEBI Rules and SCRA Act should not be issued. REL filed a joint settlement application on March 31, 2021 in accordance with the SEBI (Settlement Proceedings) Regulations, 2018 and the relevant guidelines and circulars issued by SEBI, and the Company and Religare Finest Limited (RFL) have deposited the settlement amounts of Rs. 541.80 lakhs and

Rs. 508.95 lakhs on April 18, 2022 and May 18, 2022 respectively with SEBI. The Settlement Order has been passed by SEBI on May 31, 2022 and the matter stands closed.

(ii) SEBI has further passed an adjudication order dated October 31, 2022 wherein it has imposed monetary penalties on certain 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 then 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 or current officials / KMP / Directors of the Company and its group entities have been penalized in the aforesaid orders.

d) (i) The Company has not redeemed 15 Lakhs preference shares issued to Oscar Investments Limited, which had

become due for redemption on October 31, 2018 having the redemption value of R. 4,190.28 Lakhs, as it has disputed the said transaction to be an illegal one and has filed a police complaint with Economic Offence Wing (EOW). In the matter of Daiichi Sankyo Company Limited (the ''Daiichi'') vs. Malinger Mohan Singh and Others, the Company has been made a garnishee with regards to these preference shares. The Company has filed an interim application disputing its liability as a garnishee. The preference shares stand transferred in the account of the Court receiver. The Decree Holder i.e. Daiichi has filed an application by suppressing the fact that the entire shareholding of RHC Holdings Pt. Ltd. in Elide InfoTech Pt. Ltd. had been pledged in favour of RFL, as a security for various loans to group companies of RHC Holdings Pt. Ltd and obtained a status quo order on the brand “Religare”. RFL has filed an objection application in the said proceedings. RFL has also filed an objection application against the release of properties to Daiichi. The matter is sub-juice.

(ii) The Company has not redeemed 250 Lakhs preference shares issued to RHC Finance Pt. Limited, which had become due for redemption on August 30, 2021 having the redemption value of R. 4,212.75 Lakhs. As REL has also filed a petition with Hon''ble NCLT, Delhi under Section 55 and 59 of the Companies Act, 2013 seeking rectification of Register of Members of the Company, which had become alleging the transaction to be a fraudulent one and has sought cancellation of preference shares along with stay on voting rights in the interim. On September 29, 2021, the Hon''ble NCLT directed ordering the status quo on the respondents to restrain them from exercising their voting power with the resolution, until the further orders. Further, vide order dated December 16, 2021, it was affirmed by Hon''ble NCLT that interim orders will continue. The matter is sub-juice.

(iii) However, the Company had created the provision of contingency towards the potential interest liability, if any, which may arise from the final outcome of these matters on prudent / conservative basis. The Company''s management based on its re-assessment of the facts of the matter and as advised by the legal experts as at March 31, 2023, 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 redemption value of Rs. 8,403.03 lakhs which are presently sub-judice as detailed above. Accordingly, the provision towards contingency of Rs. 2,941.67 lakhs held as on date (Rs, 2,073.42 lakhs as at March 31, 2022) has been reversed, however, the provision towards the redemption value has been continued on prudent / conservative basis.

e) The Company although has investment in the equity shares in Religare Capital Markets Limited (“RCML”), however, the right to exercise control through voting rights is not available with the Company. Besides this, in terms of the tripartite agreement between the Company, RCML and RHC Holding Private Limited (“RHCPL”), severe long term restrictions and significant restrictive covenants on major decision making at RCML have been imposed by the holders 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 investments made by it in RCML in previous years. The net worth of RCML as per last audited financial statement as on March 31,2017 was Rs. (61,971.95) Lakhs. Audited financials of RCML for subsequent periods are not available. There is a con

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Mar 31, 2022

8.1 Contingency Reserves provision represents 0.40% during the current year (Previous Year: 0.40%) of the Outstanding Standard Loans and Advances, which is in compliance with provisioning requirements for NBFCs prescribed under RBI Master Direction. DNBR.PD.008/03.10.119/2016-17- Non-Banking Financial Company - Systemically Important NonDeposit taking Company and Deposit taking Company (Reserve Bank) Directions, 2016 as amended from time to time.

8.2 i) The Company has filed a petition under Section 7 of Insolvency and Bankruptcy Code, 2016 against “ANR Securities

Private Limited” on October 09, 2018 for recovery of outstanding Gross loan amount (including Interest) of Rs. 8,139.66 Lakhs. The arguments were heard, however, the Order reserved by Hon’ble NCLT on the admission of petition has been stayed by the Hon’ble Supreme Court vide order dated April 05, 2019 to which, the Company filed an application for intervention which was allowed by the Hon’ble Supreme Court. Arguments on application for vacation of stay order dated April 05, 2019 has been heard by the Hon’ble Supreme Court and the matter is reserved for order.

ii) The Company has filed a petition under Section 7 of Insolvency and Bankruptcy Code, 2016 against “Ligare Aviation Limited” on January 18, 2021 for recovery of outstanding loan amount Rs. 587.27 Lakhs.The Learned NCLT Bench issued notice to the corporate debtor. Corporate Debtor has filed reply to the said Petition and the Company has filed rejoinder to the same. The matter is sub-judice.

(i) Provision towards diminution in value / Impairment loss was made during the year 2016-17.

(ii) The investments are checked for impairment loss at each year / period end, and accordingly impairment loss of Rs. 11,903.96 lakhs, Rs. 9,934.24 Lakhs and Rs. 12,036.73 lakhs was recognised through the Statement of Profit and Loss during the years 2017-18, 2018-19 and 2019-20 respectively.

(iii) The Investment is checked for impairment loss at each year /period end, and accordingly the impairment loss of Rs. 336.04 lakhs and Rs. 9.63 lakhs has been recognised during the earlier year 2020-21 and current year respectively.

9.1 The Company grants ESOP’s to group companies employees in accordance with approved Employee Stock Option Scheme, [refer note no 46]

9.2 During the current year, the Company has incorporated a Subsidiary namely ‘Religare Care Foundation’ (RCF) under Section 8 of the Act for the purpose of charitable objects of the Company and its Group, in which Company holds 51% shareholding and other two Subsidiaries i,e, ‘RHDFCL and Religare Broking Limited’ holds 24,50% each of its share capital,

10.1. (a) Recoverable from support services are non-interest bearing and are generally on terms of30 to 90 days.

(b) Amount of Rs. 108.05 lakhs (Previous Year: Rs. 148.66 lakhs), net of Expected Credit Loss is due since less than

6 months, and the amount of Rs. 372.13 lakhs (Previous Year: Rs. 372.13 lakhs) which has been fully impaired is pending since more than three years.

1. Loans from related parties- Inter Corporate Loans

(a) Nil (March 31, 2021: Rs. 18,550 Lakhs) borrowed from subsidiary, Religare Finvest Limited (RFL) during 201718 at rate of interest of 13% per annuam. During the year 2019-20 the said loan was rescheduled by RFL as under:

(i) Extension of 2 years (payable on or before April 30, 2022) and to repay the principal amount in one or more bullet payments depending upon the liquidity and financial position ofthe Company.

(ii) Waiver of current and future interest component and other financial charges that may have accrued or may accrue in future on these loans.

(iii) The outstanding amount of loan has been repaid on March 01,2022.

(b) Nil (March 31, 2021: Rs. 6,893.99 Lakhs) borrowed from subsidiary, Religare Comtrade Limited (RCTL) in previous years. During the previous financial year RCTL agreed to waive of current and future interest component and other financial charges that may have accrued or may accrue in future on these loan. The outstanding amount of loan has been repaid on July 16, 2021.

2. Liability portion of redeemable preference shares

Redeemable preference shares accounted as a financial liability measured initially at the fair value and subsequently at amortised cost with the interest accretion at Effective Interest Rate (EIR) based on the IRR calculated on the yield thereon:

(a) 13.66% Cumulative Redeemable Preference Share

The face value of each share is Rs. 10. The share shall have voting rights applicable to the preference share under the Companies Act, 2013. Each preference share holder has right to receive in priority to Equity shareholders, preference dividend on cumulative basis at the rate not exceeding 13.66% per financial year. The aggregate shares outstanding as at the year end are 1,500,000 ( Previous year: 1,500,000) at Rs. 100 (including premium of Rs. 90 per share).

The above shares were redeemable at an amount of Rs. 4,190.28 Lakhs (including premium not exceeding Rs. 269.36 per share) on October 31,2018.

(b) 0.01% Non Convertible Non Cumulative redeemable preference share

The face value of each share is Rs. 10. The share shall have voting rights applicable to the preference share under the Companies Act, 2013. Each preference share holder has right to receive in priority to Equity shareholder, preference dividend on non cumulative basis at the rate not exceeding 0.01% per financial year. The shares allotted were 25,000,000 in one tranche on August 30, 2016. The above shares were redeemable at an amount (including premium) not exceeding Rs. 16.851 per share on August 30,2021. The carrying value of preference share as on March 31, 2022 is Rs. 4,212.75 Lakhs (Previous year Rs. 4,030.06 Lakhs). [refer note 51(d)]

1 (a) The Company has given a letter of comfort dated May 15, 2020 to Religare Comtrade Limited (“RCTL”),

a wholly owned subsidiary of the Company superseding the earlier letter of comfort issued during 2017-18 to provide financial support to RCTL for repayment of all its outstanding dues including interest component thereon relating to ICDs and NCDs issued by RCTL. As per IND AS 109, the Financial liability of Rs. 10,968.90 Lakhs has been recorded upto the year/s ended March 31,2021 and Rs. 135.47 Lakhs (Rs 11,104.37 Cr upto March 31,2022) has been recorded during 2021-22 towards the negative net worth of RCTL.

(b) The Company has given a letter of comfort to Religare Advisors Ltd, a wholly owned subsidiary of the Company, to provide financial support of Rs. 250 Lakhs to meet business requirements. As per IND AS 109, financial liability of Rs. 250 Lakhs had been booked during 2017-18 against the said letter of comfort.

2. During the current year, the Company has obtained the requisite permission from the Government Authority to transfer the Settlement Amount of Rs. 894.85 Lakhs, and accordingly made the payment to the concerned share holders. (refer Note 51(l))

3. The adhoc contingency provision of Rs 2,073.42 Lakhs (Rs 1,209.06 Lakhs upto March 31, 2021 and Rs 864.36 Lakhs during 2021-22) has been made as on March 31,2022. [Refer note no 51(b)]

22.1(e) a) During the current year, the Company granted 25,00,000 stock options at a grant price of Rs. 94.80 per share on April 14, 2021 and 3,50,000 stock options at a grant price of Rs. 159.25 per share on November 12, 2021 under “Religare Enterprises Limited Employees Stock Option Plan 2019” (REL ESOP Scheme 2019).

b) During the current year, the Company has allotted 52,38,649 Equity Shares of face value of Rs. 10/- each pursuant to exercise of stock options granted under the REL ESOP Scheme 2019 and 54,156,761 Equity Shares of face value of Rs. 10/- each through preferential allotment as per SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018. Pursuant to the said allotment, the issued, subscribed and paid up equity capital of the Company stands increased from Rs. 25,941.39 Lakhs divided into 259,413,902 equity shares of Rs. 10/- each to Rs. 31,880.93 Lakhs divided into 318,809,312 equity shares of Rs. 10/- each.

1. The Company has given a corporate guarantee to banks on behalf of its wholly owned subsidiary Religare Broking Limited (RBL) amounting to Rs. 19,000 lakhs (Previous year Rs. 19,000 Lakhs) against various credit facilities. As on March 31, 2022, a sum of Rs. 12,800 Lakhs (Previous year Rs. 10,000 Lakhs) was outstanding towards the said credit facility.

2. Includes demands which are pending for adjudication with various income tax authorities i.e. ITAT, CIT (Appeal), Commissioner of Income Tax, etc.

3. Includes demands which are pending for adjudication with CESTAT.

35.1 Inclusive of Unpaid Capital call on equity shares of Religare Capital Markets Limited amounting to Rs. 4,077.50 lakhs.

35.2 (i) During the year ended March 31,2018, Bartleet Transcapital Limited (BTL), Srilanka had exercised their put option

right to require Religare Capital Markets International (Mauritius) Limited (RCMIML) (subsidiary of Religare Capital Markets Limited (RCML), RCML and the Company to acquire shareholding of BTL in Bartleet Religare Securities Private Limited, Srilanka (BRS)fora consideration of USD 10,497,422.98 as per the shareholders’agreement dated September 15,2010 between Bartleet Company Pvt Ltd, BTL, BRS and the Company. The Company, vide Assignment Agreement dated September 30,2010, assigned the rights and obligations to RCML which further assigned the same to its subsidiary RCMIML, under Assignment Agreement dated September 30, 2010 and thus RCMIML acquired 50% stake in BRS.

(ii) Subsequently, RCMIML and BTL entered into a Sale and Purchase Agreement (SSPA) dated December 21,2017 for sale of its entire shareholding in BRS to BTL for USD 250,000 alongwith a condition to withdraw the said put option notice by BTL, which were part ofthe terms and conditions ofthe SSPA.

(iii) The sale of shares as per SSPA could not be completed as at the year-end date due to pending legal matters against RCMIML. During the year 2020-21, BTL has sent a letter dated May 26, 2020, addressed to the Company, RCML and RCMIML, alleging breach of several representations, covenants and warranties ofthe said SSPA resulting into breach of the SSPA. It has been alleged that due to non-completion of the transaction in a reasonable time of the execution of SSPA and breach of SSPA, the said SSPA is considered as terminated by BTL and therefore REL should comply with its obligations in respect of the Put Option Notice dated June 23, 2017, with immediate effect.

(iv) RCMIML and the Company have denied any breach of Shareholders’Agreement dated September 15, 2010 (SHA) or Share Sale and Purchase Agreement dated December 21, 2017 (SSPA) and any liability towards Put Option Notice dated June 23, 2017. The parties are discussing the matterforan amicable resolution

(v) The estimated value of exercised put option as at March 31,2022 amounts to Rs. 7,926.61 Lakhs (March 31,2021: Rs. 7,684.48 Lakhs).

35.3 Assessment proceedings for the AY 2016-17 was referred for the special audit under section 142(2A) of the Income Tax Act, 1961 vide directions issued by the Income Tax Department dated August 06, 2019. The Special Auditors M/s. Dass Gupta & Associates had submitted audit report on November 18, 2019 wherein they have proposed an aggregate addition of Rs. 384.57 crores (approx.) on various grounds and proposed disallowance of capital loss amounting to Rs. 894.26 crores (approx.).

Thereafter, the Income tax department has, vide its draft assessment order u/s. 144C of the Act dated March 19, 2020, confirmed all the additions of approx. Rs. 1,249.42 crores (including disallowance of capital loss amounting to Rs. 894.26 crores) as proposed by the special auditors. Aggrieved by disallowances made by the AO, the Company has filed objections before the Dispute Resolution Panel (“DRP”), New Delhi on June 26, 2020. Post representation of the grounds before the DRP, the bench has passed the order on February 08, 2021 wherein the DRP has not given any relief except on the two grounds entail the amount aggregating to Rs. 7.17 crores (approx.).

‘Successively, the tax department has without giving any opportunity of being heard, has passed a final assessment order on March 31, 2021, wherein it has confirmed all the disallowances proposed in the draft assessment order. The said disallowance also includes the additions/disallowances on which relief was accorded by the DRP and further confirmed by the TPO in relation to the TP addition. Consequently in the final assessment order the Income tax department has made an aggregate disallowance amounting to Rs. 1,249.42 crores (including the disallowance of capital loss of RCML pursuant to reduction of share capital aggregating to Rs. 834 Crores). Further, the income tax department has raised a demand aggregating to Rs. 204.51 Crores (including interest u/s. 234B and 234C of Rs. 76.42 crores) after setting- off advance tax and TDS for the subject year.

Against the impugned order passed by the Income tax department, the Company has taken following action (i) with respect to the mistakes apparent from records in the final assessment order and the Company has filed a rectification application vide letter dated April 12, 2021. Post adjudication of the said application by the tax department, the demand shall reduce from Rs. 204.51 crores to Rs. 200.54 crores (ii) The company has filed an appeal before the Income Tax Appellant Tribunal (‘ITAT’) against the disallowances made by the income tax department on April 19, 2021, which is pending for adjudication before ITAT and (iii) The company had filed stay application before ITAT for stay of demand on April 19, 2021 and the Hon’ble ITAT considering the facts of the present matter has granted interim stay on the operation of recovery of demand.

35.4 The assessment proceedings was initiated u/s 143(3) for AY 2017-18 and thereafter the assessment was referred to the Transfer pricing office (‘TPO’) by the Assessing Officer (‘AO’). In the transfer pricing assessment, the TPO has made a disallowance of Rs. 8.32 crores on account of corporate guarantee of 150 M USD given by RGAM InvestmentAdvisors Limited (merged with REL w.e.f. April 01,2016) to RGAM Inc. (a wholly owned subsidiary).

Subsequently the Assessing Officer has passed a draft assessment order u/s 144C on March 31, 2021 proposing the disallowances aggregating to Rs. 947.46 crores which includes disallowance proposed by the TPO amounting to Rs. 8.32 crores and disallowance of capital loss of Rs. 939.14 crores.

Aggrieved by the aforesaid order under section 144C of the Act, the Company has filed its objections before Hon’ble bench of Dispute Resolution Penal (DRP), New Delhi on April 29, 2021. The DRP vide their directions dated December 21,2021 dismissed all the objections raised by the Company. Pursuant to the DRP directions, the AO has passed a final assessment order on January 24, 2022 confirming all the disallowances/additions proposed in the draft assessment order and raised a demand of Rs. 139.96 Cr. (including interest u/s. 234B of Rs. 49.40 crores) after setting- off advance tax and TDS for the subject year.

Against the impugned order passed by the Income tax department, the Company has taken following action (i) The company has filed an appeal before the Income Tax Appellant Tribunal (‘ITAT’) against the disallowances made by the income tax department on February 17, 2022, which is pending for adjudication before ITAT and (iii) The company had filed stay application before ITAT for stay of demand on February 17, 2022 and the Hon’ble ITAT considering the facts of the present matter has granted interim stay on the operation of recovery of demand.

35.5 In accordance with the approval for payment of Brand License Fees granted by the Audit Committee and the Board of Directors in their respective meetings held on December 8, 2016 and December 10, 2016 respectively, the Company during the year ended March 31,2017, had entered into an agreement for payment of Brand License Fees to RHC Holding Private Limited (“RHC”) fora period of 6 years effective April 01,2016 for usage of the “Religare” trademark/brand. During the year ended March 31, 2018, RHC has assigned the trade mark “Religare” and its logo to Elive Infotech Pvt Limited (assignee/Elive). Further, Elive has waived the right to receive the brand license fee from REL or its subsidiaries/affiliates till the time interest on loans availed by the group companies of Elive and RHC from Religare Finvest Limited is serviced. In the suit titled SCCPL & Another vs. LVB & Others having no. CS(COMM) 633/2018 pending before the Hon’ble Delhi High Court, SCCPL had claimed ownership of “Religare Brand” by way of an Assignment Deed allegedly executed in its favour by RHC and Elive. The Hon’ble Delhi High Court vide its order date February 22, 2018 passed an order to maintain status quo regarding the Religare Trademark. RHC and Elive have filed an application under Section 340 Cr.P.C against SCCPL for wilfully knowing, deliberately making false statements and submitting forged documents. Loancore Servicing Solutions Ltd. has filed substitution on behalf of SCCPL by way of assignment deed. SCCPL has filed applications for amendment of suit and application u/o 39 1 & 2 seeking status quo qua the investigation agency. The matter is listed for arguments on applications pending disposal. The matter is sub-judice.

35.6 Income Tax Assessment ofthe Company forthe assessment year 2018-19 was completed by the National e-Assessment Centre, Delhi vide assessment order dated May 24, 2021, wherein the income tax department had after making disallowances aggregating to Rs. 159.40 Crores on various grounds had raised a demand amounting to Rs. 49.79 Crores. However, owing to the procedural defect in the assessment order passed, the Company had challenged the validity of assessment order before the Hon’ble Delhi High Court.

The Hon’ble Delhi High Court, after taking note ofthe fact that the assessment order passed has procedural defect i.e. the assessment order was passed without providing any opportunity of hearing through video conferencing mode, even though the same was specifically prayed for, has vide its order dated July 29, 2021 set-aside the assessment order along with the corresponding demand notice and penalty notice, with a direction to the assessing officer to pass a reasonable order after providing an opportunity of being heard through video conferencing mode to the company.

Thus now the assessment proceeding in the captioned matter is pending before the income tax department for adjudication.

35.7 In the matter of Loancore Servicing Solutions Ltd. Vs. REL, Loancore has filed insolvency petition under Section 9 of IBC on the basis of Penalty Fee Agreement of Rs. 125 Crore allegedly signed by Ex Chairperson of the Company. However, the Company has no such agreement in its records and neither it has been found in any of the minutes of Board meeting sanctioning the execution of said agreement. The petition is not maintainable as per the Company. The Company has submitted its Certificate of registration as NBFC and suitably replied. The matter is being pursued for disposal and the positive outcome is expected by the Company.

39 Segment Reporting:1 Basis of Segmentation

The segment reporting of the Company has been prepared in accordance with Ind AS 108 “Operating Segment”. For management purpose the Company is organised into business units based on services and has two reportable segments (a) Investment and Financing Activities, and, (b) Support Services.

The Segments have been identified as reportable segments by the Company’s Chief Operating Decision Maker (“CODM”). Segment profit amounts are evaluated regularly by the Board, which has been identified as CODM, in deciding how to allocate resources and in assessing performance.

Segments Revenue, Results, Assets and Liabilities include the respective amounts identifiable to each of the segments and amount allocated on a reasonable basis. Unallocated expenditure consists of common expenditure incurred for all segments. The asset and liabilities that cannot be allocated between segments are shown as unallocated between the segments and shown as unallocated corporate assets and liabilities respectively.

2 Information about Reportable Segments:

Primary Segment

(a) The business segment has been considered as the primary segment for disclosure. The Company’s primary business comprises of ‘Investment and Financing Activities’ and ‘Support Services’. The business segments have been identified considering the nature of services, the differing risks and returns, the organization structure and the internal financial reporting system.

(b) Segment revenue, results, assets and liabilities have been accounted for on the basis of their relationship to the operating activities of the segment and amounts allocated on a reasonable basis.

(c) Revenue and expenses directly attributable to segments are reported under each reportable segment. Expenses incurred on behalf of other segments and not directly identifiable to each reportable segment have been allocated to each segment on the basis of associated revenues of each segment. All other expenses which are not attributable or allocable to segments have been disclosed as unallocable expenses.

(d) Assets (including Property Plant & Equipment’s) and liabilities that are directly attributable to segments are disclosed under each reportable segment. Common assets have been allocated to each segment on the basis of associated revenues of each segment. Liabilities have been allocated to each segment on the basis of total segment expense. All other assets and liabilities are disclosed as unallocable.

If the segment result of a segment includes interest or dividend income, its segment assets include the related receivables, loans, investments, or other interest or dividend generating assets.

If the segment result of a segment includes interest expense, its segment liabilities include the related interestbearing liabilities.

This note describes the fair value measurement of both financial and non-financial instruments and is structured as follows:

40.1 Valuation Principles

40.2 Assets and liabilities by fair value hierarchy

40.3 Fair Value of financial instruments not measured at fair value

40.4 Valuation Techniques

40.5 Movements in level 3 financial instruments measured at fair value

40.6 Disclosure of fair value of financial measurement hierarchy for financial instruments

40.7 Valuation methodologies offinancial instruments not measured atfairvalue

40.1 Valuation Principles

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction in the principal (or most advantageous) market at the measurement date under current market conditions (i.e., an exit price), regardless ofwhether that price is directly observable or estimated using a valuation technique.

In order to show how fair values have been derived, financial instruments are classified based on a hierarchy of valuation techniques.

Fairvalue ofthe financial instruments is classified in various fairvalue hierarchies based on the following three levels: Level 1: Quoted prices (unadjusted) in active market for identical assets or liabilities.

Level 2: Inputs other than quoted price included within level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).

The fair value of financial instruments that are not traded in an active market is determined using market approach and valuation techniques which maximize the use of observable market data and rely as little as possible on entity-specific estimates. If significant inputs required to fair value an instrument are observable, the instrument is included in Level 2.

Level 3: If one or more of the significant inputs is not based on observable market data, the fair value is determined using generally accepted pricing models based on a analysis, with the most significant inputs being the discount rate that reflects the credit risk of counterparty.

The fair value of trade receivables, trade payables and other current financial assets and liabilities is considered to be equal to the carrying amounts of these items due to their short-term nature. Where such items are Non-current in nature, the same has been classified as Level 3 and fair value determined using basis. Similarly, unquoted equity instruments where most recent information to measure fair value is insufficient, or if there is a wide range of possible fair value measurements, cost has been considered as the best estimate offairvalue.

There has been no change in the valuation methodology for Level 3 inputs during the year. The Company has not classified any material financial instruments under Level 3 of the fair value hierarchy. There were no transfers between Level 1 and Level 2 during the year.

40.4 Valuation Techniques

a) Mutual Funds

- Open ended Mutual funds at NAV’s declared or quoted

- Close ended Mutual funds at declared or published NAV’s by Asset Management Financial Institution (AMFI)

b) Alternate Investment Funds

- Alternate Investment Funds value at NAV’s as declared by Fund Management companies.

c) Equity instruments

The majority of equity instruments are of non-listed entities, and are initially recognised at transaction price and remeasured (to the extent information is available) and valued on a case-by-case and classified as Level 3.

40.5 Movements in Level 3 financial instruments measured atfairvalue

The following tables show a reconciliation of the opening and closing amounts of Level 3 financial assets and liabilities which are recorded atfairvalue. Transfers from Level 3 to Level 2 occur when the market for some securities became more liquid, which eliminates the need for the preciously required significant unobservable valuation inputs. Since the transfer, these instruments have been valued using valuation models incorporating observable market inputs. Transfers into Level 3 reflect changes in market conditions as a result of which instruments become less liquid. Therefore, the Company requires significant unobservable inputs to calculate theirfairvalue.

40.7 Valuation methodologies offinancial instruments

The fair value of financial assets and liabilities is included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in forced or liquidation sale. The following methods and assumptions were used to estimate the fair values:

1. The Company has disclosed financial instruments such as cash & cash equivalents, other bank balances , trade payables, other financial assets, and liabilities at carrying value because their carrying amounts are a reasonable approximation of the far values due to their short term nature.

2. Financial instruments with fixed and variable interest rats are evaluated by the Company based on parameters such as interest rates and individual credit worthiness of the counter party. Based on this evaluation , allowances are taken to the account for the expected losses of these receivables.

41 Financial Risk Management, Objectives and Policies41.1 Introductionandriskprofile

Company has operations in India. Whilst risk is inherent in the Company’s activities, it is managed through an integrated risk management framework, including on-going identification, measurement and monitoring, subject to risk limits and other controls. This process of risk management is critical to the Company’s continuing profitability and each individual within the Company is accountable for the risk exposures relating to his or her responsibilities. The Company is exposed to credit risk, liquidity risk and market risk. It is also subject to various operating and business risks.

41.1.1 Risk Management Structure

The Board of Directors are responsible for the overall risk management approach and for approving the risk management strategies and principles.

The Board has constituted the Risk Management Committee which is responsible for monitoring the overall risk process within the Company. The Risk Management Committee (RMC) has the overall responsibility for the development of the risk strategy and implementing principles, frameworks, policies and limits. The RMC is responsible for managing risk decisions and monitoring risk levels.

The Head of respective department/function shall be responsible for implementation of the risk management system as may be applicable to their respective areas of functioning who will maintain record of each risk identified along with mitigation plan in Risk & Control Matrix (RCM) and will update it periodically.

The Company’s policy is that risk management processes throughout the Company are audited at regular interval by the Internal Audit function, which examines both the adequacy of the procedures and the Company’s compliance with the procedures. Internal Audit discusses the results of all assessments with management, and reports its findings and recommendations to the Supervisory Board and Audit Committee.

41.2 Financial Risk Management:

The Company’s principal financial liabilities, other than derivatives, comprise of borrowings, trade and other payables. The main purpose of these financial liabilities is to finance the Company’s operations. The Company’s principal financial assets, other than derivatives, include trade and other receivables, investments and cash and cash equivalents that arise directly from its operations.

The Company is exposed to credit risk, liquidity risk and market risk. It is also subject to various operating and business risks.

Market risk is the risk of loss of future earnings, fair values or future cash flows that may result from a change in the price of a financial instrument. The value of a financial instrument may change as a result of changes in the interest rates, foreign currency exchange rates, commodity prices, equity prices and other market changes that affect market risk sensitive instruments. Market risk is attributable to all market risk sensitive financial instruments, including investments and deposits, receivables, payables and borrowings.

41.2.1 Credit Risk

The Company continuously monitors all assets subject to ECLs. In order to determine whether an instrument or a portfolio of instruments is subject to 12m ECL or LTECL, the Company assesses whether there has been a significant increase in credit risk since initial recognition. The Company considers an exposure to have significantly increased in credit risk underlying assets and accordingly changes the ECL.

When estimating ECLs on a collective basis for a Company of similar assets, the Company applies the same principles for assessing whether there has been a significant increase in credit risk since initial recognition.

For other Financial asset an Investments the company ha an investment policy which allow the Company to investment with counter parties having credit rating and with limits as predefined in Investment policy.

41.2.2 Interest Rate Risk

Interest rate risk is the fair value of future cash flows of a financial instrument which fluctuates because of changes in the market Interest rates. The company’s position with regards to interest income treasury team manages the interest rate by diversifying its portfolio across tenures.

41.2.3 Reputational Risk

Reputational Risk As per the above standard, REL is also exposed to reputation risk arising from failures in governance, business strategy and process, regulatory-compliance and legal risk. These risks are generally covered under Operational risks. Reputational risk is the risk of potential damage to the Company due to deterioration of its reputation. The reputation of the Company may suffer as a result of its failure to comply with laws, regulations, rules, reporting requirements, standards and codes of conduct applicable to its activities, rather than compliance with the internal limits or procedures. Proactive measures to minimize the risk of losing reputation could be a sound risk management framework, good corporate governance high level ethics and integrity, rigorous anti money laundering procedures, good business practices and reporting of all breaches which lead to reputational risk to the attention of senior management and the board.

Management of subsidiaries and support functions of REL should take into consideration above basic risk categorization and devise their own risk cum control matrix for each of the product line, segment, business and operations.

41.2.4 Liquidity risk

Liquidity risk is the potential of loss arising from their inability either to meet obligations or to fund increases in assets as they fall due without incurring unacceptable costs or losses.

41.2.4.1 Analysis offinancial assets and liabilities by remaining contractual maturities

The table below summarises the maturity profile of the undiscounted cash flows of the Company’s financial assets and liabilities as at March 31, 2022 and Previous yearended March 31,2021.

41.2.6 Operational risk

Operational risk is the risk of loss resulting from inadequate or failed internal processes, people and systems or from external events. This risk shall also incorporate possible causes of loss resulting from regulatory non-compliances. The main sources of operational risk are Process design, Employees, Equipment, Information technology, Physical risk, regulatory non-compliance, Fiduciary etc.

42 Capital

The Company maintains an actively managed capital base to cover risks inherent in the business and is meeting the capital adequacy requirements of the local banking supervisor, Reserve Bank of India (RBI) of India. The adequacy of the Company’s capital is monitored using, among other measures, the regulations issued by RBI. Company has complied in full with all its externally imposed capital requirements over the reported period.

42.1 Capital Management

The primary objectives of the Company’s capital management policy are to ensure that the Company complies with externally imposed capital requirements and maintains strong credit ratings and healthy capital ratios in order to support its business and to maximize shareholdervalue.

The Company manages its capital structure and makes adjustments to it according to changes in economic conditions and the risk characteristics of its activities. In order to maintain or adjust the capital structure, the Company may adjust the amount of dividend payment to shareholders, return capital to shareholders or issue capital securities. No changes have been made to the objectives, policies and processes from the previous years. However, they are under constant review by the Board.

43 Retirement benefit Plan43.1 Defined Contribution Plan

Contribution toward provident fund plan for all employees is made to regulatory authorities, where the Company has no further obligations. Such benefits are classified as Defined Contribution Scheme as the Company does not carry any legal or constructive obligations to pay further contributions apart from the contributions made on monthly basis which are charged to the statement of Profit and Loss account as incurred.

43.2 Defined Benefits plan

The Company has a defined benefit gratuity plan in India (funded). The Company’s defined benefit gratuity plan is a final salary plan for its employees, which requires contributions to be made to a separately administered fund. The gratuity plan is governed by the Payment of Gratuity Act, 1972. Under the act, employee who has completed five years of service is entitled to specific benefit. The level of benefits provided depends on the member’s length of service and salary at retirement age. The fund has the form of a trust and it is governed by the Board of Trustees, which consists of an equal number of employer and employee representatives. The Board of Trustees is responsible for the administration of the plan assets and for the definition of the investment strategy.

Each year, the Board of Trustees reviews the level of funding in the India gratuity plan. Such a review includes the asset-liability matching strategy and investment risk management policy. This includes employing the use of annuities and longevity swaps to manage the risks. The Board of Trustees decides its contribution based on the results of this annual review. The Board of Trustees aim to keep annual contributions relatively stable at a level such that no plan deficits (based on valuation performed) will arise.

43.3 Others benefits

The employees of the Company are entitled to leave benefits as per the policy of the Company. The liability for compensated absences is accrued based on the actuarial valuation as at the balance sheet date conducted by an independent actuary. The net present value of the Group companies’ obligations are determined based on the Projected Unit Credit Method at the end of each year.

The following tables summaries the components of net benefit expense recognised in the statement of profit or loss and the funded status and amounts recognised in the balance sheet for the respective plans:

Risk Analysis

The Company is exposed to a number of risks in the defined benefit plans. Most significancy risk pertaining to defined benefits plans and management estimation of the impact of these risks are as follows

Salary Growth Rate

The present value of defined benefit plans liability is calculated by reference to the future salaries of plan participates. Salary increase considered @ 5% . As such ,an increase in the salary of the plan participants will increase the plan’s liability.

Demographic Risk

This is the risk of variability of results due to systematic nature of decrements that include mortality, withdrawal, disability and retirement. The effect of these decrements on the defined obligation is not straight forward and depends upon the combination of salary increase , discount rate and vesting criteria. it is important not to overstate withdrawals because in the financial analysis the retirement benefit of short career employee typically costs less per year as compared to long service employee.

Interest rate risks

The defined benefit obligation uses a discount rate based on government bonds. If bonds yields fall , the defined benefit obligation will tend to increase.

44 IND AS 116: Details of assets taken under operating lease are as under:(i) The right-of-use assets consist of:

i) Building taken on lease for residential purpose of Key Management Persons. The lease terms of the property is 3 years and Security deposit of Rs. 48 Lakhs equivalent to 6 months rent.

ii) Building taken on lease for Corporate office. The lease terms of the property is 9 Years and Interest free rent Security deposits of Rs 42.03 lakhs equivalent to 3 months rent and Interest free Maintenance security deposit of Rs 35.97 Lakhs equivalent to 3 months maintenance.

46 Disclosure on Employees Stock Options Scheme

46.1 ESOP Policy

Equity-settled share-based payments to employees and others providing similar services are measured at the fair value of the equity instruments at the grant date. Details regarding the determination of the fair value of equity-settled share-based payments transactions are set out in notes to accounts.

The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straightline basis over the vesting period, based on the Company’s estimate of equity instruments that will eventually vest, with a corresponding increase in equity. At the end of each reporting period, the Company revises its estimate of the number of equity instruments expected to vest. The impact of the revision of the original estimates, if any, is recognised in Statement of Profit and Loss such that the cumulative expenses reflects the revised estimate, with a corresponding adjustment to the Share Option Outstanding Account.

ESOPs (equity-settled share-based payments) have also been granted to the employees of:

Subsidiary (including step down subsidiary) whereby:

i) The Company has debited these shares as ‘Investment in Subsidiary’ and credited its equity;

ii) The subsidiary has debited its expenses (employee related cost) and credited the capital contribution from the parent;

The employees of the Company are recipient of equity-settled share based payments either from the Company and / or its subsidiary (including step down subsidiary.

i) Where the transaction is with the subsidiary, credit to ‘Dividend Income’ and debit to expenses (employee related cost)

ii) The Subsidiary has debited Investment and credited to capital contribution.

The dilutive effect of outstanding options is reflected as additional share dilution in the computation of diluted earnings per share.

46.2 ESOP DISCLOSURES Details of the Scheme:

The Board of Directors at its meeting held on February 12, 2019, approved the Religare Enterprises Limited Employee Stock Option Plan 2019 (“REL ESOP 2019 / Scheme”) to issue and allot stock options up to a maximum of 10% of expanded share capital of the Company (after taking into account any other equity Shares including through convertible instruments) for the permanent employees and directors whether a whole-time director or not (other than Promoters of the Company, Independent Directors and Directors holding directly or indirectly more than 10% of the outstanding Equity Shares of the Company) of the Company and its present and future holding company and subsidiary company(ies) in terms of Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014. The shareholders of the Company approved the Scheme vide their special resolution passed through postal ballot on March 29, 2019.

The Nomination and Remuneration Committee of the Company has approved the following grants to select senior level executives of the Company in accordance with the Stock Option Scheme.

46.3 The details of grants approved for employees of the Company and employees of its subsidiaries (including step down subsidiaries) in accordance with the Employees Stock Option Scheme:

46.4 Method used for accounting for share based payment plan

The Company has used the fair value method to account for the compensation cost of stock options to employees. The fair value of options used are estimated on the date of grant using the Black - Scholes Model. The key assumptions used in Black - Scholes Model for calculating fair value as on the date of respective grants are:

• Grant date

• Risk free interest rate

• Expected life

• Expected volatility

• Dividend yield

• Price of the underlying share in the market at the time of the option grant

Note: For the year ended March 31, 2022, the Company has accounted expense of Rs. 53.49 Lakhs as Employee Benefit Expenses on the aforesaid employee stock option plan, including subsidiaries and step down subsidiaries scheme(Previous year Rs. 35.87 Lakhs). The balance in share option outstanding account is Rs. 131.16 Lakhs as of March 31,2022 (Rs. 75.94 Lakhs as of March 31,2021).

46.5 TRANSACTIONS DURING THE YEAR During the year, the Company has:Credited ESOP reserve on:

i) Debiting to employee related cost by Rs. 49.79 Lakhs (previous year: Rs.30.18 Lakhs) being ESOP expenses on its own employees;

ii) Debiting investment in subsidiaries by Rs.2.52 Lakhs (previous year: Rs. 1.53 Lakhs) being ESOP expenses on its subsidiaries employees;

Credited to ESOP Reserve’ & debited employee related cost by Rs. 3.70 Lakhs (previous year: Rs. 5.69 Lakhs) being ESOPs granted to the employees ofthe Company by its subsidiary;

The part of ESOP granted to employees ofthe its subsidiaries stand cancelled during the year. On Cancellation of ESOP’s the amount of Rs 2.52 Lakhs (previous year: Rs. 13.93 Lakhs) was transferred from ESOP reserve A/c to Retained earning.

47 Earnings per share

Basic earnings per share (EPS) is calculated by dividing the net profit for the year attributable to equity holders of Company by the weighted average number of equity shares outstanding during the year.

Diluted EPS is calculated by dividing the net profit attributable to equity holders of Company (after adjusting for interest on the convertible preference shares and interest on the convertible bond, in each case, net of tax) by the weighted average number of equity shares outstanding during the year plus the weighted average number of equity shares that would be issued on the exercise of all the outstanding share options as per ESOP scheme.

1) Transaction of Equity and Preference Capital contributions with Related party shown. Outstanding balance of Investment in equity and preference share capital is not showing.

2) 10,220,000 shares outstanding as on March 31, 2022 being ESOPs granted to the Key Management Personnel of the Company by the Company.

3) 3,618,750 shares outstanding as on March 31,2022 being ESOPs granted to the employees of subsidiary company “Religare Finvest Limited” by the Company.

4) 740,000 shares outstanding as on March 31,2022 being ESOPs granted to the employees ofsubsidiary company “Religare Housing Development Finance Corporation Limited” by the Company.

5) 178,500 shares outstanding as on March 31,2022 being ESOPs granted to the employees ofsubsidiary company “Religare Broking Limited” by the Company.

6) 485,000 shares outstanding as on March 31, 2022 being ESOPs granted to the employees of the Company by subsidiary company “Religare Broking Limited”

7) The Inter corporate loan of Rs. 5,700 lakhs has been lend to subsidiary company, “Religare Broking Limited (RBL)”, for working capital requirement. The funds has been actually utilised for the purpose of working capital requirement in the business of RBL.

50 Other Notes as per RBI Guidelines:

a). (i) During the financial year ended March 31, 2015, the Company 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 RBI under the CIC Directions. By virtue of the CIC registration as aforesaid, the provisions of net owned fund requirements under section 45-IA(1)(b) of the RBI Act, 1934 and provisions related to “Asset Income Pattern”, “Requirement to Capital Adequacy (CRAR)” and “Concentration of Credit/Investment” as applicable for NBFCs under NBFC Master Directions 2016 shall not apply to the Company, subject to the compliance of conditions specified in the CIC Directions.

Further, pursuant to the Revised Regulatory framework issued vide notification no DNBR (PD) CC No.002/03.10.1001/2014-15 dated November 10, 2014 and Guidelines on Corporate Governance - Review issued vide notification no DOR (NBFC) PD.003/03.10.19/2016-17 dated November 09, 2017, compliance requirement of Corporate Governance are exempted for a CIC Company. Accordingly, the Company has not disclosed matters specified in the said guidelines.

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 of India neither accepts any responsibility nor guarantee for the payment of the public funds to any person/body corporate.

owned subsidiary of the Company, as a security for various loans to group companies of RHC Holdings Pvt. Ltd and obtained a status quo order on the brand “Religare”. RFL has filed an objection application in the said proceedings. RFL has also filed an objection application against the release of properties to Daiichi. The matter is sub-judice. REL has also filed a petition with Hon’ble NCLT, Delhi under Section 55 and 59 of the Companies Act, 2013 seeking rectification of Register of Members of the Company w.r.t. 250 Lakhs preference shares issued by the Company to RHC Finance Pvt. Limited, which had become due for redemption on August 30,2021, having the redemption value of Rs. 4,212.75 Lakhs, alleging the transaction to be a fraudulent one and has sought cancellation of preference shares along with stay on voting rights in the interim. On September 29, 2021, the Hon’ble NCLT directed ordering the status quo on the respondents to restrain them from exercising their voting power with the resolution, until the further orders. Further, vide order dated December 16, 2021, it was affirmed by Hon’ble NCLT that interim orders will continue. The matter is sub-judice. Due to aforementioned reasons REL has not redeemed these 250 Lakhs preference shares. However, to be prudent, REL has created adhoc provision of Rs. 2,073.42 Lakhs till March 31, 2022 (Rs. 864.35 Lakhs for the year 2021-22 and Rs. 1,209.07 Lakhs till March 31, 2021) on the redemption value of above preference shares, towards the potential interest liability, ifany, which may arise from the final outcome ofthese matters.

e) The Company although has investment in the equity shares in Religare Capital Markets Limited (“RCML”), however, the right to exercise control through voting rights is not available with the Company. Besides this, in terms of the tripartite agreement between the Company, RCML and RHC Holding Private Limited (“RHCPL”), severe long term restrictions and significant restrictive covenants on major decision making at RCML have been imposed by the holders 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 investments made by it in RCML in previous years. The net worth of RCML as per last audited financial statement as on March 31,2017 was Rs. (61,971.95) Lakhs. Audited financials of RCML for subsequent periods are not available. There is a contingent liability amounting to Rs. 4,078 Lakhs in the books of the Company towards uncalled capital on equity shares of RCML.

f) The RBI had conducted inspection under section 45N of the RBI Act, 1934 of the financial position of the Company for the financial year 2020-21 during February, 2022 and issued the Inspection Reports and Supervisory Letter for same in March, 2022, which the Company has responded to in April, 2022.

g) The Company had made preferential allotment of 54,156,761 equity shares on July 14, 2021 in terms of requisite approvals at an issue price of Rs. 105.25 per share (including a premium of Rs. 95.25 per share) and raised Rs. 57,000 Lakhs from the said issue. Out of Rs. 57,000 Lakhs, the Company has utilized Rs 5,000 Lakhs as an equity investment in Religare Broking Ltd., wholly owned subsidiary of the Company and Rs. 6,858 Lakhs and Rs. 18,550 Lakhs for loan repayment to other wholly owned Subsidiaries Religare Comtrade Limited and Religare Finvest Limited respectively, which is in line with objects of preferential issue mentioned in the EGM notice sent to shareholders. The balance amount is parked in short term money market mutual funds.

h) Serious Fraud Investigations Office (“SFIO”)

The Company has received a letter dated February 28, 2018 from Serious Fraud Investigation Office (“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 investigation is going on as on date and information sought by SFIO for Company and its subsidiaries through various communications is being provided.

i) On December 18, 2019, the Board of Directors of the Company approved, subject to requisite approvals, the draft Scheme of Amalgamation (the “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. w.e.f. April 01, 2019. The Scheme has been filed with the Hon’ble NCLT, Delhi on October 31,2020. The Hon’ble Tribunal vide order dated December 21, 2021 allowed the application. The application for second motion has been filed on December 30, 2021 with the Hon’ble NCLT. The Scheme is pending for approval as on date.

j) 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”) in which apart from other parties, the Company, Religare Capital Markets Ltd (“RCML”), and Religare Capital Markets International (Mauritius) Limited (“RCMIML”), have been 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 Malvinder Mohan Singh and Shivinder Mohan Singh and certain other securities provided to Axis Bank. The Company has not provided any guarantee/securities in relation to the facility obtained by RCMIML from Axis Bank. REL has executed a Non-Disposal Undertaking (“NDU”) in favour of Axis Bank stating that until the repayment of the loan to Axis Bank by RCMIML, REL shall not alienate the shares in RHICL. REL has been made a party to the proceedings based on the NDU and certain other actions taken by it. 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 between the Company, RCML, RCMIML and Axis Bank, the Hon’ble Tribunal has vide its order dated July 13, 2020 has deleted REL, RCML and RCMIML from the array of parties in view of full and final settlement and Interim orders passed on March 21, 2018 and August 26, 2019 against REL, RCML and RCMIML stand vacated.

k) The Board of Directors had appointed Mr. Subramanian Lakshminarayanan and Mr. Francis Daniel Lee as Executive Chairman and Executive Director on November 14, 2017 and November 17, 2017 respectively subject to approval of shareholders. They ceased to be Executive Chairman and Executive Director of the Company w.e.f. January 22, 2018 and January 24, 2018 respectively. The shareholders of the Company at the Annual General Meeting held on September 20, 2018 did not accord approval for payment of remuneration to them for their tenure as Executive Chairman / Executive Directors. Accordingly, U/s 197(9) of the Companies Act, 2013, the Company has sent notices for refund of the remuneration of Rs. 82.61 Lakhs and Rs. 4.36 Lakhs respectively paid to them. They have not refunded the amount till date . The Company has submitted an Complaint/Application with the ROC, Delhi for Adjudication of Penalty under Section 454 of the Companies Act, 2013 in September, 2019 to recover the amount. However, no reply has been received from the ROC in the matter till date. The recovery will be accounted on realisation.

l) During the financial year ended March 31, 2021, two non resident shareholders of Religare Finvest Limited (RFL), a subsidiary of the Company, had exercised their right of put option requiring the Company to acquire their shareholding in RFL and had filed petitions in Delhi High Court for seeking various reliefs. Accordingly, a contingent liability of Rs. Nil (previous year Rs. 84,182.34 Lakhs) was disclosed in the financial statements. On February 11, 2020, the Company, entered into Share Purchase Agreements (“SPA”) for acquisition of 37,641,204 equity shares of RFL constituting 14.36% shareholding

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Mar 31, 2021

(1) The Company has filed a petition under section 7 of Insolvency and Bankruptcy Code, 2016 against “ANR Securities Private Limited” on October 09, 2018 for recovery of outstanding loan amount of Rs. 8,139.66 Lakhs. The arguments were heard, however the Order reserved by Hon''ble NCLT on the admission of petition has been stayed by the Hon''ble Supreme Court vide order dated April 05, 2019 to which, the Company filed an application for intervention which was allowed by the Supreme Court. Arguments on application for vacation of stay order dated April 5th, 2019 has been heard by the Supreme Court and the matter is reserved for order.

(2) The Company has filed a petition under section 7 of Insolvency and Bankruptcy Code, 2016 against “Ligare Aviation Limited” on January 18, 2021 for recovery of outstanding loan amount Rs. 587.27 Lakhs.

1. Loans from related parties

(a) Inter Corporate Loan of Rs. 18,550 Lakhs borrowed from subsidiary Religare Finvest Limited (RFL) in FY 201718. During the FY 2019-20 reschedulement of the loan signed with RFL. As per the letter of reschedulement RFL has granted:

i) Extension of 2 years (payable on or before April 30, 2022) from the date of letter to repay the principal amount in one or more bullet payments depending upon the liquidity and financial position of the Company.

ii) Waive of current and future interest component and other financial charges that may have accrued or may accrue in future on these loan.

(b) Inter corporate Loan (Outstanding balance of Rs. 6,893.99 Lakhs) borrowed from subsidiary Religare Comtrade Limited (RCTL) in previous years. During the previous financial year RCTL agreed to waive of current and future interest component and other financial charges that may have accrued or may accrue in future on these loan.

2. Liability portion of redeemable preference shares

Redeemable preference shares accounted as a financial liability measured initially at the fair value and subsequently at amortised cost with the interest accretion at Effective Interest Rate (EIR) based on the IRR calculated on the yield thereon

(a) 13.66% Cumulative Redeemable Preference Share

The face value of each share is Rs. 10. The share shall have voting rights applicable to the preference share under the Companies Act 2013. Each preference share holder has right to receive in priority to Equity shareholders, preference dividend on cumulative basis at the rate not exceeding 13.66% per financial year. The aggregate shares outstanding as at the year end are 1,500,000 ( Previous year 1,500,000) at Rs. 100 (including premium of Rs. 90 per share).

The above shares were redeemable at an amount of Rs. 4,190.28 Lakhs (including premium not exceeding Rs. 269.36 per share) on October 31,2018.

(b) 0.01% Non Convertible Non Cumulative redeemable preference share

The face value of each share is Rs. 10/- The share shall have voting rights applicable to the preference share under the Companies Act 2013. Each preference share holder has right to receive in priority to Equity shareholder, preference dividend on non cumulative basis at the rate not exceeding 0.01% per financial year. The shares allotted were 25,000,000 in one tranche on August 30, 2016. The above shares are redeemable at an amount (including premium) not exceeding Rs. 16.851 per share on August 30,2021. The carrying value of preference share as on March 31, 2021 is Rs. 4,030.06 Lakhs (Previous year Rs. 3,630.67 Lakhs).

1. Includes amount of Rs. Nil Lakhs (previous year Rs. 157 Lakhs) payable to Religare Broking Limited on account of transfer under scheme of arrangement.

2 (a) The Company has given a letter of comfort dated May 15, 2020 to Religare Comtrade Limited (“RCTL”),

a wholly owned subsidiary of the Company superseding the earlier letter of comfort issued in FY 2017-18 to provide financial support to RCTL for repayment of all its outstanding dues including interest component thereon relating to ICDs and NCDs issued by RCTL. As per IND AS 109 , the Financial liability of Rs. 10,438.67 Lakhs has been recoded upto year ended March 31, 2020 and Rs. 530.23 Lakhs recorded in FY 2020-21 against the negative net worth of RCTL (Financial liability of Rs. 10,968.90 Lakhs has been recorded as on March 31, 2021).

1. The Company has given a corporate guarantee to banks on behalf of its wholly owned subsidiary Religare Broking Limited (RBL) amounting to Rs. 19,000 lakhs (Previous year Rs. 19,000 Lakhs) against various credit facilities. As on March 31, 2021, a sum of Rs. 10,000 Lakhs (Pervious year Rs. 4,291 Lakhs) was outstanding towards the said credit facility.

2. Includes demands which are pending for adjudication with various income tax authorities i.e. ITAT, CIT (Appeal), Commissioner of Income Tax, etc.

3. Includes demands which are pending for adjudication with CESTAT.

33.1 Inclusive of Unpaid Capital call on equity shares of Religare Capital Markets Limited amounting to Rs. 4,077.50 Lakhs.

33.2 (i) During the year ended March 31, 2018, Bartleet Transcapital Limited (BTL), Srilanka has exercise their put option

right to require Religare Capital Markets International (Mauritius) Limited''s (RCMIML) (subsidiary of Religare Capital Markets Limited (RCML), RCML and the Company to acquire shareholding of BTL in Bartleet Religare Securities Private Limited, Srilanka (BRS) for a consideration of USD 10,497,422.98 as per the shareholders'' agreement dated September 15, 2010 between Bartleet Company Pvt Ltd, BTL, BRS and the Company. The Company, vide Assignment Agreement dated September 30, 2010, assigned the rights and obligations to RCML which further assigned the same to its subsidiary RCMIML, under Assignment Agreement dated September 30, 2010 and thus RCMIML acquired 50% stake in BRS.

(ii) Subsequently, RCMIML and BTL entered into a Sale & Purchase Agreement (SSPA) dated December 21, 2017 for sale of its entire shareholding in BRS to BTL for USD 250000 alongwith a condition to withdraw the said put option notice by BTL, which were part of the terms and conditions of the SSPA.

(iii) The sale of shares as per SSPA could not be completed as at the year-end date due to pending legal matters against RCMIML. During the FY 2020-21 BTL has sent a letter dated May 26, 2020, addressed to the Company, RCML and RCMIML, alleging breach of several representations, covenants and warranties of the said SSPA resulting into breach of the SSPA. It has been alleged that due to non-completion of the transaction in a reasonable time of the execution of SSPA and breach of SSPA, the said SSPA is considered as terminated by BTL and therefore REL should comply with its obligations in respect of the Put Option Notice dated June 23rd, 2017, with immediate effect.

(iv) RCMIML and the Company have denied any breach of Shareholders'' Agreement dated 15 September 2010 (SHA) or Share Sale and Purchase Agreement dated 21 December 2017 (SSPA) and any liability towards Put Option Notice dated 23 June 2017. The parties are discussing the matter for an amicable resolution.

(v) The estimated value of exercised put option as at March 31, 2021 amounts to Rs 7,684.48 Lakhs (March 31,2020 Rs 7,913.59 Lakhs).

33.3 Assessment proceedings for the AY 2016-17 was referred for the special audit under section 142(2A) of the Income Tax Act, 1961 vide directions issued by the Income Tax Department dated August 06, 2019. The Special Auditors had submitted audit report on 18.11.2019 wherein they have proposed an aggregate addition of Rs. 384.57 crores (approx.) on various grounds and proposed disallowance of capital loss amounting to Rs. 894.26 crores (approx.).

Thereafter, the Income tax department has, vide its draft assessment order u/s. 144C of the Act dated 19th March,2020, confirmed all the additions of approx. 1,249.42 crores (including disallowance of capital loss amounting to Rs. 894.26 crores) as proposed by the special auditors. Aggrieved by disallowances made by the AO, the company has filed objections before the Dispute Resolution Panel (“DRP”), New Delhi on 26th June, 2020. Post representation of the grounds before the DRP, the bench has passed the order on 8th February, 2021 wherein the DRP has not given any relief except on the two grounds entail the amount aggregating to Rs. 7.17 crores (approx.).

Successively, the tax department has without giving any opportunity of being heard, has passed a final assessment order on 31.03.2021, wherein it has confirmed all the disallowances proposed in the draft assessment order. The said disallowance also includes the additions/disallowances on which relief was accorded by the DRP and further confirmed by the TPO in relation to the TP addition. Consequently in the final assessment order the Income tax department has made an aggregate disallowance amounting to Rs. 1,249.42 crores (including the disallowance of capital loss of RCML pursuant to reduction of share capital aggregating to Rs. 834 Crores). Further, the income tax department has raised a demand aggregating to Rs. 204.51 Crores (including interest u/s. 234B and 234C of Rs. 76.42 crores) after setting- off advance tax and TDS for the subject year.

Against the impugned order passed by the Income tax department, the Company has taken following action (i) with respect to the mistaken apparent from records in the final assessment order the Company has filed a rectification application vide letter dated 12th April, 2021. Post adjudication of the said application by the tax department, the demand shall reduce from Rs. 204.51 crores to Rs. 200.54 crores (ii) The company has filed an appeal before the Income Tax Appellant Tribunal (''ITAT'') against the disallowances made by the income tax department on 19th April, 2021, which is yet to be fixed for the

hearing and (iii) The company had filed stay application before ITAT for stay of demand on 19th April, 2021. The hearing for stay of demand is yet to be fixed.

33.4 The assessment proceedings was initiated u/s 143(3) for AY 2017-18 and thereafter the assessment was referred the Transfer pricing office (''TPO'') by the Assessing Officer. In the transfer pricing assessment, the TPO has made a disallowance of Rs. 8.32 crores on account of corporate guarantee of 150 M USD given by RGAM Investment Advisors Limited (merged with REL w.e.f. 01.04.2016) to RGAM Inc. (a wholly owned subsidiary).

Subsequently the Assessing Officer has passed a draft assessment order u/s 144C on 31.03.2021 proposing the disallowances aggregating to Rs.947.46 crores which includes disallowance proposed by the TPO amounting to Rs. 8.32 crores and disallowance of capital loss of Rs. 939.14 crores.

Against the aforesaid order under section 144C of the Act, the company has filed its objections before Hon''ble bench of Dispute Resolution Penal (DRP), New Delhi on 29.04.2021. Since this is draft assessment order, no demand notice u/s 156 has been issued and no tax liability is payable by the company.

33.5 During the previous years, two non resident shareholders of Religare Finvest Limited (RFL), a subsidiary of the Company, had exercised their right of put option requiring the Company to acquire their shareholding in RFL and had filed petitions in Delhi High Court for seeking various reliefs. Accordingly, a contingent liability of Rs. Nil (previous year Rs. 84,182.34 Lakhs) was disclosed. On February 11, 2020, the Company, entered into Share Purchase Agreements (“SPA”) for acquisition of 37,641,204 equity shares of RFL constituting 14.36% shareholding of RFL from the said non resident shareholders. Further, Consent Term Agreements had been entered amongst the parties to amicably settle all the existing disputes initiated by the said non resident shareholders against the Company and RFL. The Company deposited a sum of Rs. 894.85 Lakhs with the Court in accordance with the terms set out therein. The Company obtain the permission of the competent government authority to transfer the Settlement Amount. The process to transfer this settlement amount as per terms of SPA has been initiated.

Accordingly, in terms of the SPA, 14.36% stake of RFL was acquired for a consideration of Rs. 4,705 Lakhs and RFL became a wholly owned subsidiary of the Company on February 28, 2020.

33.6 The Audit Committee and the Board of Directors on December 8, 2016 & December 10, 2016 respectively, approved the payment of Brand License Fees to RHC ''During the year ended March 31, 2017, the Company had entered into an agreement for payment of Brand License Fees to RHC Holding Private Limited (“RHC”) for a period of 6 years effective April 01, 2016 for usage of the “Religare” trademark/brand. During the year ended March 31,2018, RHC has assigned the trade mark “Religare” and its logo to Elive Infotech Pvt Limited (assignee/Elive). Further, Elive has waived the right to receive the brand license fee from REL or its subsidiaries/affiliates till the time interest on loans availed by the group companies of Elive and RHC from Religare Finvest Limited is serviced. In the suit titled SCCPL & Another vs. LVB & Others having no. CS(COMM) 633/2018 pending before the Delhi High Court, SCCPL had claimed ownership of “Religare Brand” by way of an Assignment Deed allegedly executed in its favour by RHC and Elive. The Delhi High Court vide its order date 22.02.2018 passed an order to maintain status quo regarding the Religare Trademark. RHC and Elive have filed an application under Section 340 Cr.P.C against SCCPL for wilfully knowing, deliberately making false statements and submitting forged documents. Loancore servicing solutions ltd. has filed substitution on behalf of SCCPL by way of assignment deed.. SCCPL has filed applications for amendment of suit and application u/o39 1&2 seeking status quo qua the investigation agency. The matter is listed for arguments on applications pending disposal. The matter is sub-juidice.

33.7 In the matter of Loancore Servicing Solutions Ltd. Vs. REL , Loancore has filed insolvency petition under Section 9 of IBC on the basis of Penalty Fee Agreement of Rs. 125 Crore allegedly signed by Ex Chairperson of the Company. However, the company has no such agreement in its records and neither it has been found in any of the minutes of Board meeting sanctioning the execution of said agreement. The petition is not maintainable as per the Company. The Company has submitted its Certificate of registration as NBFC and suitable reply. The matter is being pursued for disposal the company is expected positive outcome.

34. Segment Reporting:

A Basis Of Segmentation

The segment reporting of the company has been prepared in accordance with IND AS 108 “Operating Segment” (specified Under section 133 of the Companies Act 2013. For management purpose the Company is organised into business units based on services and has two reportable (a) Investment and Financing Activities (b) Support Services .

The Segment have been identified as reportable segment by the Company''s Chief Operating Decision Maker (“CODM”). Segment profit amounts are evaluated regularly by the Board , which has been identified as CODM, in deciding how to allocate resources and in assessing performance.

Segments Revenue , Results , Assets and Liabilities include the respective amounts identifiable to each of the segments and amount allocated on a reasonable basis. Unallocated expenditure consists of common expenditure incurred for all segments. The asset and liabilities that cannot be allocated between segments are shown as unallocated between the segments are shown as unallocated corporate assets and liabilities respectively.

B Information about Reportable Segments :

Primary Segment

(a) The business segment has been considered as the primary segment for disclosure. The Company''s primary business comprises of ''Investment and Financing ’ and ''Support Services''. The business segments have been identified considering the nature of services, the differing risks and returns, the organization structure and the internal financial reporting system.

(b) Segment revenue, results, assets and liabilities have been accounted for on the basis of their relationship to the operating activities of the segment and amounts allocated on a reasonable basis.

(c) Revenue and expenses directly attributable to segments are reported under each reportable segment. Expenses incurred on behalf of other segments and not directly identifiable to each reportable segment have been allocated to each segment on the basis of associated revenues of each segment. All other expenses which are not attributable or allocable to segments have been disclosed as unallocable expenses.

(d) Assets (including fixed assets) and liabilities that are directly attributable to segments are disclosed under each reportable segment. Common assets have been allocated to each segment on the basis of associated revenues of each segment. Common liabilities have been allocated to each segment on the basis of total segment expense. All other assets and liabilities are disclosed as unallocable.

If the segment result of a segment includes interest or dividend income, its segment assets include the related receivables, loans, investments, or other interest or dividend generating assets.

If the segment result of a segment includes interest expense, its segment liabilities include the related interestbearing liabilities.

35. Fair value measurement

This note describes the fair value measurement of both financial and non-financial instruments and is structured as follows:

35.1 Valuation Principles

35.2 Assets and liabilities by fair value hierarchy

35.3 Valuation Techniques

35.4 Movements in level 3 financial instruments measured at fair value

35.5 Fair Value of financial instruments not measured at fair value

35.6 Valuation methodologies of financial instruments not measured at fair value

35.1 Valuation Principles

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction in the principal (or most advantageous) market at the measurement date under current market conditions (i.e., an exit price), regardless of whether that price is directly observable or estimated using a valuation technique.

In order to show how fair values have been derived, financial instruments are classified based on a hierarchy of valuation techniques.

35.2 Fair value hierarchy

Fair value of the financial instruments is classified in various fair value hierarchies based on the following three levels: Level 1: Quoted prices (unadjusted) in active market for identical assets or liabilities.

Level 2: Inputs other than quoted price included within level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).

The fair value of financial instruments that are not traded in an active market is determined using market approach and valuation techniques which maximize the use of observable market data and rely as little as possible on entity-specific estimates. If significant inputs required to fair value an instrument are observable, the instrument is included in Level 2.

Level 3: Inputs for the assets or liabilities that are not based on observable market data (unobservable inputs).

If one or more of the significant inputs is not based on observable market data, the fair value is determined using generally accepted pricing models based on a analysis, with the most significant inputs being the discount rate that reflects the credit risk of counterparty.

The fair value of trade receivables, trade payables and other Current financial assets and liabilities is considered to be equal to the carrying amounts of these items due to their short-term nature. Where such items are Non-current in nature, the same has been classified as Level 3 and fair value determined using basis. Similarly, unquoted equity instruments where most recent information to measure fair value is insufficient, or if there is a wide range of possible fair value measurements, cost has been considered as the best estimate of fair value.

There has been no change in the valuation methodology for Level 3 inputs during the year. The Company has not classified any material financial instruments under Level 3 of the fair value hierarchy. There were no transfers between Level 1 and Level 2 during the year.

35.3 Valuation TechniquesNon-current assets and liabilities held for sale

The Company''s non-current assets and liabilities held for sale are measured at fair value on non-recurring basis, with the exception of the certain financial instruments that have already been measured at fair value on a recurring basis. In its normal course of business, the Company does not physically repossess properties or other assets in its retail portfolio, but engages external agents to recover funds, generally at auction, to settle outstanding debt. As a result of this practice, the residential properties under legal repossession process are not recorded on the balance sheet and treated as non-current assets/liabilities held for sale. Of the non-current assets held for sale and disclosed in Note 15.

The following tables show a reconciliation of the opening and closing amounts of Level 3 financial assets and liabilities which are recorded at fair value. Transfers from Level 3 to Level 2 occur when the market for some securities became more liquid, which eliminates the need for the preciously required significant unobservable valuation inputs. Since the transfer, these instruments have been valued using valuation models incorporating observable market inputs. Transfers into Level 3 reflect changes in market conditions as a result of which instruments become less liquid. Therefore, the Company requires significant unobservable inputs to calculate their fair value.

The following tables show the reconciliation of the opening and closing amounts of Level 3 financial assets and liabilities measured at fair value:

Below are the methodologies and assumptions used to determine fair values for the above financial instruments which are not recorded and measured at fair value in the Company''s financial statements. These fair values were calculated for disclosure purposes only.

Short-term financial assets and liabilities

For financial assets and financial liabilities that have a short-term maturity (less than twelve months), the carrying amounts, which are net of impairment, are a reasonable approximation of their fair value. Such instruments include: cash and balances, Trade receivables, Contract assets, balances other than cash and cash equivalents, trade payables and contract liability without a specific maturity. Such amounts have been classified as Level 3 on the basis that no adjustments have been made to the balances in the balance sheet.

36. Financial Risk Management36.0 Introduction and risk profile

Company has operations in India. Whilst risk is inherent in the Company''s activities, it is managed through an integrated risk management framework, including on-going identification, measurement and monitoring, subject to risk limits and other controls. This process of risk management is critical to the Company''s continuing profitability and each individual within the Company is accountable for the risk exposures relating to his or her responsibilities. The Company is exposed to credit risk, liquidity risk and market risk. It is also subject to various operating and business risks.

36.1 Risk Management Structure

The Board of Directors are responsible for the overall risk management approach and for approving the risk management strategies and principles.

The Board has constituted the Risk Management Committee which is responsible for monitoring the overall risk process within the Company.

The Risk Management Committee has the overall responsibility for the development of the risk strategy and implementing principles, frameworks, policies and limits. The Risk Management Committee is responsible for managing risk decisions and monitoring risk levels.

At REL and its subsidiaries the day to day monitoring is managed by Head of respective department/function and /or Risk Management Department at the key subsidiaries shall be responsible for implementation of the risk management

system as may be applicable to their respective areas of functioning who will maintain record of each risk identified along with mitigation plan in Risk & Control Matrix (RCM) and will update it periodically.

The Company''s policy is that risk management processes throughout the Company are audited at regular interval by the Internal Audit function, which examines both the adequacy of the procedures and the Company''s compliance with the procedures. Internal Audit discusses the results of all assessments with management, and reports its findings and recommendations to the Supervisory Board and Audit Committee.

36.1.2 Risk measurement and reporting systems

The Company''s risks are measured using a method that reflects both the expected loss likely to arise in normal circumstances and unexpected losses, which are an estimate of the ultimate actual loss based on statistical models. The models make use of probabilities derived from historical experience, adjusted to reflect the economic environment. The Company also runs worst-case scenarios that would arise in the event that extreme events which are unlikely to occur do, in fact, occur.

Monitoring and controlling risks is primarily performed based on limits established by the Company. These limits reflect the business strategy and market environment of the Company as well as the level of risk that the Company is willing to accept, with additional emphasis on selected industries. In addition, the Company''s policy is to measure and monitor the overall risk-bearing capacity in relation to the aggregate risk exposure across all risk types and activities.

36.2 REL is involved in financial services business and is exposed to following key risks36.2.1 Compliance-Regulatory-Legal risk

Compliance-Regulatory-Legal risk is the risk arising from non-adherence to prescribed law in force, regulations, policies, procedures and guidelines which may give rise to regulatory actions, litigations, deficiency in product or services depending on the level of non-adherence. The corporate governance function is primarily designed to avoid incurrence of compliance-regulatory-legal risk.

36.2.2 Investment Risk

Investment Risk is the risk in which the provider of finance shares in the business risk. Investment Risk is the major risk faced by REL being a holding company. The Company faces investment risk exposure from its various investments, such as direct investments, asset management etc.

Note: investment risk is not the risk arising from short-term trading for the purpose of gaining short-term profits. Risks arising from short-term market fluctuations are dealt with under market risk. The Company''s strategy towards investment risk management will be based on Business Strategy, Due Diligence, Diversification of Investments, Setting Limits, Exit Strategy, Stress Testing etc.

36.2.3 Strategic Business risk

Strategic Business risk - Strategic risks are basically those risk which are typically managed by the top management group and are tactical in nature such as continue or discontinue a product line, scaling up or down the business, major investment decision, key borrowings, mergers or acquisitions etc.

36.2.4 Financial Risk Management

The Company''s principal financial liabilities, other than derivatives, comprise of borrowings, trade and other payables. The main purpose of these financial liabilities is to finance the Company''s operations. The Company''s principal financial assets, other than derivatives, include trade and other receivables, investments and cash and cash equivalents that arise directly from its operations.

The Company is exposed to credit risk, liquidity risk and market risk. It is also subject to various operating and business risks.

Market risk is the risk of loss of future earnings, fair values or future cash flows that may result from a change in the price of a financial instrument. The value of a financial instrument may change as a result of changes in the interest rates, foreign currency exchange rates, commodity prices, equity prices and other market changes that affect market risk sensitive instruments. Market risk is attributable to all market risk sensitive financial instruments, including investments and deposits, receivables, payables and borrowings.

The Company''s overall risk management focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on the financial performance of the Company.

36.2.4.1 Impairment assessment

The Company''s definition and measurement of impairment in investments

- How the Company measures and monitors the probability of impairment in investments due to changes in business fair valuations.

36.2.4.2 Grouping financial assets measured on a collective basis

Asset classes where the Company calculates ECL on a collective basis include:

- Trade Receivables

- other Receivables

36.2.4.3 Significant increase in credit risk

The Company continuously monitors all assets subject to ECLs. In order to determine whether an instrument or a portfolio of instruments is subject to 12m ECL or LTECL, the Company assesses whether there has been a significant increase in credit risk since initial recognition. The Company considers an exposure to have significantly increased in credit risk underlying assets and accordingly changes the ECL.

The Company also applies a secondary qualitative method for triggering a significant increase in credit risk for an asset, such as moving a customer/facility to the watch list, or the account becoming forborne. Regardless of the change in credit grades, if contractual payments are more than 30 days past due, the credit risk is deemed to have increased significantly since initial recognition.

When estimating ECLs on a collective basis for a Company of similar assets, the Company applies the same principles for assessing whether there has been a significant increase in credit risk since initial recognition.

36.2.5 Concentration Risk

Concentration Risk is Probability of loss arising from heavily lopsided exposure to a particular group of counterparties. For example the risk of loss to a finance company as a result of having too many outstanding loans concentrated in a particular instrument, with a particular type of borrower, or in a particular territory.

36.2.6 Reputational Risk

Reputational Risk As per the above standard, REL is also exposed to reputation risk arising from failures in governance, business strategy and process, regulatory-compliance and legal risk. These risks are generally covered under Operational risks. Reputational risk is the risk of potential damage to the Company due to deterioration of its reputation. The reputation of the Company may suffer as a result of its failure to comply with laws, regulations, rules, reporting requirements, standards and codes of conduct applicable to its activities, rather than compliance with the internal limits or procedures. Proactive measures to minimize the risk of losing reputation could be a sound risk management framework, good corporate governance high level ethics and integrity, rigorous anti money laundering procedures, good business practices and reporting of all breaches which lead to reputational risk to the attention of senior management and the board. Management of subsidiaries and support functions of REL should take into consideration above basic risk categorization and devise their own risk cum control matrix for each of the product line, segment, business and operations.

36.2.6 Liquidity risk

Liquidity risk is the potential of loss arising from their inability either to meet obligations or to fund increases in assets as they fall due without incurring unacceptable costs or losses.

36.2.6.1 Analysis of financial assets and liabilities by remaining contractual maturities

The table below summarises the maturity profile of the undiscounted cash flows of the Company''s financial assets and liabilities as at March 31. Repayments which are subject to notice are treated as if notice were to be given immediately. However, the Company expects that many customers will not request repayment on the earliest date it could be required to pay and the table does not reflect the expected cash flows indicated by its deposit retention history.

36.2.8 Operational risk

Operational risk is the risk of loss resulting from inadequate or failed internal processes, people and systems or from external events. This risk shall also incorporate possible causes of loss resulting from regulatory noncompliances. The main sources of operational risk are Process design, Employees, Equipment, Information technology, Physical risk, regulatory non-compliance, Fiduciary etc.

37. Capital

The Company maintains an actively managed capital base to cover risks inherent in the business and is meeting the capital adequacy requirements of the local banking supervisor, Reserve Bank of India (RBI) of India. The adequacy of the Company''s capital is monitored using, among other measures, the regulations issued by RBI.

Company has complied in full with all its externally imposed capital requirements over the reported period.

37.1 Capital Management

The primary objectives of the Company''s capital management policy are to ensure that the Company complies with externally imposed capital requirements and maintains strong credit ratings and healthy capital ratios in order to support its business and to maximize shareholder value.

The Company manages its capital structure and makes adjustments to it according to changes in economic conditions and the risk characteristics of its activities. In order to maintain or adjust the capital structure, the Company may adjust the amount of dividend payment to shareholders, return capital to shareholders or issue capital securities. No changes have been made to the objectives, policies and processes from the previous years. However, they are under constant review by the Board.

38. Retirement benefit Plan38.1 Defined Contribution Plan

Contribution toward provident fund plan for all employees is made to regulatory authorities, where the Company has no further obligations. Such benefits are classified as Defined Contribution Scheme as the Company does not carry any legal or constructive obligations to pay further contributions apart from the contributions made on monthly basis which are charged to the statement of Profit and Loss account as incurred. The amount charged to P & L account Rs 39.25 Lakhs during the FY 2020-21 (For FY 2019-20 Rs 53.82 Lakhs)

38.2 Defined Benefits plan

The Company has a defined benefit gratuity plan in India (funded). The Company''s defined benefit gratuity plan is a final salary plan for India employees, which requires contributions to be made to a separately administered fund. The gratuity plan is governed by the Payment of Gratuity Act, 1972. Under the act, employee who has completed five years of service is entitled to specific benefit. The level of benefits provided depends on the member''s length of

service and salary at retirement age. The fund has the form of a trust and it is governed by the Board of Trustees, which consists of an equal number of employer and employee representatives. The Board of Trustees is responsible for the administration of the plan assets and for the definition of the investment strategy.

Each year, the Board of Trustees reviews the level of funding in the India gratuity plan. Such a review includes the asset-liability matching strategy and investment risk management policy. This includes employing the use of annuities and longevity swaps to manage the risks. The Board of Trustees decides its contribution based on the results of this annual review. The Board of Trustees aim to keep annual contributions relatively stable at a level such that no plan deficits (based on valuation performed) will arise.

The following tables summaries the components of net benefit expense recognised in the statement of profit or loss and the funded status and amounts recognised in the balance sheet for the respective plans:

Sensitivity Analysis

The sensitivity analysis below has been determined based on reasonably possible change of the respective assumptions occurring at the end of the reporting period, while holding all other assumptions constant. These sensitivities show the hypothetical impact of a change in each of the listed assumptions in isolation. While each of these sensitivities holds all other assumptions constant, in practice such assumptions rarely change in isolation and the asset value changes may offset the impact to some extent. For presenting the sensitivities, the present value of the defined benefit obligation has been calculated using the projected unit credit method at the end of the reporting period, which is the same as that applied in calculating the Defined Benefit Obligation presented above. There was no change in the methods and assumptions used in the preparation of sensitivity analysis from previous year.

Risk Analysis

The Company is exposed to a number of risks in the defined benefit plans. Most significancy risk pertaining to defined benefits plans and management estimation of the impact of these risks are as follows

Salary Growth Rate

The present value of defined benefit plans liability is calculated by reference to the future salaries of plan participates. Salary increase considered @ 5% . As such ,an increase in the salary of the plan participants will increase the plan''s liability.

Demographic Risk

This is the risk of variability of results due to systematic nature of decrements that include mortality, withdrawal, disability and retirement. The effect of these decrements on the defined obligation is not straight forward and depends upon the combination of salary increase , discount rate and vesting criteria. it is important not to overstate withdrawals because in the financial analysis the retirement benefit of short career employee typically costs less per year as compared to long service employee.

Interest rate risks

The defined benefit obligation uses a discount rate based on government bonds. If bonds yields fall , the defined benefit obligation will tend to increase.

39. IND AS 116: Details of assets taken under operating lease are as under:

(IND AS 116 was not applicable in FY 2019-20 as there is no operating lease in that year)

(i) The right-of-use assets consist of:

Buildings on lease for residential purpose of Key Management Person. The lease terms the property is 3 years and Security deposit of Rs. 48 Lakhs equivalent to 6 months rent.

Revenue recognised in the period from:

Recoverable from support services are non-interest bearing and are generally on terms of 30 to 90 days. As on March 31, 2021 Rs. 372.13 Lakhs (March 31, 2020: Rs. 421.29 Lakhs) was recognised as provision for expected credit losses on trade receivable.

41. Disclosure on Employees Stock Options Scheme41.1 ESOP Policy

Equity-settled share-based payments to employees and others providing similar services are measured at the fair value of the equity instruments at the grant date. Details regarding the determination of the fair value of equity-settled share-based payments transactions are set out in notes to accounts.

The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straightline basis over the vesting period, based on the Company''s estimate of equity instruments that will eventually vest, with a corresponding increase in equity. At the end of each reporting period, the Company revises its estimate of the number of equity instruments expected to vest. The impact of the revision of the original estimates, if any, is recognised in Statement of Profit and Loss such that the cumulative expenses reflects the revised estimate, with a corresponding adjustment to the Share Based Payments Reserve.

ESOPs (equity - settled share - based payments) have also been granted to the employees of:

Subsidiary (including step down subsidiary) whereby:

i) The Company has debited these shares as ''Investment in Subsidiary'' and credited its equity;

ii) The subsidiary has debited its expenses (employee related cost) and credited the capital contribution from the parent;

The employees of the Company are recipient of equity - settled share based payments either from the parent (including ultimate parent) and / or its subsidiary (including step down subsidiary.

i) Where the transaction is with the subsidiary, credit to ''Dividend Income'' and debit to expenses (employee related cost)

The dilutive effect of outstanding options is reflected as additional share dilution in the computation of diluted earnings per share.

41.2 ESOP DISCLOSURES Details of the Scheme:

The Board of Directors at its meeting held on February 12, 2019, approved the Religare Enterprises Limited Employee Stock Option Plan 2019 (“REL ESOP 2019 / Scheme”) to issue and allot stock options up to a maximum of 10% of expanded share capital of the Company (after taking into account any other equity Shares including through convertible instruments) for the permanent employees and directors whether a whole-time director or not (other than Promoters of the Company, Independent Directors and Directors holding directly or indirectly more than 10% of the outstanding Equity Shares of the Company) of the Company and its present and future holding company and subsidiary company(ies) in terms of Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014. The shareholders of the Company approved the Scheme vide their special resolution passed through postal ballot on March 29, 2019.

The Nomination and Remuneration Committee of the Company has approved the following grants to select senior level executives of the Company in accordance with the Stock Option Scheme.

41.3 The details of grants approved for employees of the Company, its subsidiaries (including step down subsidiaries) & parent (including ultimate parent) in accordance with the Stock Option Scheme:

41.4 Method used for accounting for share based payment plan

The Company has used the fair value method to account for the compensation cost of stock options to employees. The fair value of options used are estimated on the date of grant using the Black - Scholes Model.

The key assumptions used in Black - Scholes Model for calculating fair value as on the date of respective grants are:

• Grant date

• Risk free interest rate

• Expected life

• Expected volatility

• Dividend yield

• Price of the underlying share in the market at the time of the option grant

Note: For the year ended March 31, 2021, the Company has accounted expense of Rs. 35.87 Lakhs as employee benefit Expenses on the aforesaid employee stock option plan (Previous year Rs. 15 Lakhs). The balance in employee stock option outstanding account is Rs. 75.94 Lakhs as of March 31, 2021 (Rs. 52.47 as of March 31, 2020).

41.5 TRANSACTIONS DURING THE YEAR During the year, the Company has:Credited ESOP reserve on:

i) Debiting to employee related cost by Rs. 30.18 Lakhs (previous year: Rs. 11.04 Lakhs) being ESOP expenses on its own employees;

ii) Debiting investment in subsidiaries by Rs.1.53 Lakhs (previous year: Rs. 41.43 Lakhs) being ESOP expenses on its subsidiaries employees;

Credited ''dividend income'' & debited employee related cost by Rs. 5.69 Lakhs (previous year: Rs. 3.96 Lakhs) being ESOPs granted to the employees of the Company by its subsidiary;

The part of ESOP granted to employees of the its subsidiaries stand cancelled during the year. On Cancellation of ESOP''s the amount of Rs. 13.93 Lakhs was transferred from ESOP reserve A/c to Retained earning.

41.6 During the Year FY 21, the Company granted 50,00,000 stock options at a grant price of Rs. 24.10 per share on June 01, 2020 and 6,500,000 stock options at a grant price of Rs. 39.55 per share on July 27, 2020 under “Religare Enterprises Limited Employees Stock Option Plan 2019” (REL ESOP Scheme 2019).

Further, the Company allotted 1,285,750 Equity Shares of face value of Rs. 10/- each ( which comprises 1,198,250 equity shares at exercise price of Rs. 29.43 each, 37,500 equity shares at exercise price of Rs. 30.85 each & 50,000 equity shares at exercise price of Rs. 31.35 each) pursuant to exercise of stock options granted under the REL ESOP Scheme 2019. Pursuant to the said allotment, the issued, subscribed and paid up equity capital of the Company stands increased from Rs. 25,812.82 Lakhs divided into 258,128,152 equity shares of Rs. 10/- each to Rs. 25,941.39 Lakhs divided into 259,413,902 equity shares of Rs. 10/- each.

42. Earnings per share

Basic earnings per share (EPS) is calculated by dividing the net profit for the year attributable to equity holders of Company by the weighted average number of equity shares outstanding during the year.

Diluted EPS is calculated by dividing the net profit attributable to equity holders of Company (after adjusting for interest on the convertible preference shares and interest on the convertible bond, in each case, net of tax) by the weighted average number of equity shares outstanding during the year plus the weighted average number of equity shares that would be issued on the conversion of all the dilutive potential ordinary shares into ordinary shares.

Note -The current and future interest component and other financial charges that may have accrued or may accrue in the

future on the inter-corporate loan from RFL and RCTL have been waived off. (refer note 16)

Note

1) During the period receivable from RBL adjusted against liability payable to RBL on account of transfer under the Scheme of Arrangement .

2) Pursuant to the approved scheme of arrangement, Religare Securities Limited (RSL) was merged with the Company in 2017, all tax receivable for RSL were merged with the Company. During the year the income tax refund relating to RSL was received by RBL. The income tax refund received by RBL transferred to the Company.

3) 7,720,000 shares outstanding as on March 31, 2021 being ESOPs granted to the Key Management Personnel of the Company by the Company.

4) 3,926,250 shares outstanding as on March 31,2021 being ESOPs granted to the employees of subsidiary company “Religare Finvest Limited” by the Company.

5) 740,000 shares outstanding as on March 31,2021 being ESOPs granted to the employees of subsidiary company “Religare Housing Development Finance Corporation Limited” by the Company.

6) 1,512,500 shares outstanding as on March 31,2021 being ESOPs granted to the employees of subsidiary company “Religare Broking Limited” by the Company.

7) 4,455,000 shares outstanding as on March 31, 2021 being ESOPs granted to the employees of the Company by subsidiary company “Religare Broking Limited”.

8) Outstanding Equity and Preference Capital are not shown.

9) The Inter corporate loan of Rs. 5,700 lakhs has been lend to subsidiary company, “Religare Broking Limited (RBL) “ , for working capital requirement . The funds has been actually utilised for the purpose of working capital requirement in the business of RBL.

45. Other Notes as per RBI Guidelines:

a. (i) During the financial year ended March 31, 2015, the Company 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 RBI under the CIC Directions. By virtue of the CIC registration as aforesaid, the provisions of net owned fund requirements under section 45-IA (1)(b) of the RBI Act, 1934 and provisions related to “Asset Income Pattern”, “Requirement to Capital Adequacy (CRAR)” and “Concentration of Credit/Investment” as applicable for NBFCs under NBFC Master Directions 2016 shall not apply to the company, subject to the compliance of conditions specified in the CIC Directions. Further, pursuant to the Revised Regulatory framework issued vide notification no DNBR (PD) CC No.002/03.10.1001/2014-15 dated November 10, 2014 and Guidelines on Corporate Governance - Review issued vide notification no DNBR (PD) CC No.029/03.10.001/2014-15 dated April 10, 2015, compliance requirement of Corporate Governance are exempted for a CIC Company. Accordingly, the Company has not disclosed matters specified in the said guidelines.

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.

47. Other Notes

a) Classification of Loans and Advances and provision for Non-Performing Assets/ Provision for diminution of Investments Other than Long Term has been made in accordance with the NBFC Directions after considering subsequent recoveries and realizable value of investments respectively. Provision for Investment is made in accordance with Indian Accounting Standards (IND AS) notified under the Companies (Indian Accounting Standards) Rules, 2015 (as amended from time to time). The classification of loans into standard, sub-standard and loss assets and investments have been disclosed at gross value and the corresponding provision against non-performing assets/ investments has been included under provisions in accordance with NBFC Directions.

b) For the financial year ended March 31,2021, the company has not made provision for Income Tax as the total taxable income after set off of the bought forward losses is Nil under the normal provisions of the Income Tax Act. Further, the company has opted for section 115BAA of the Income Tax Act in this financial year pursuant to which MAT provisions under section 115JB shall not be applicable on the Company from this financial year onwards.

c) In the matter of an investigation of the company initiated by SEBI in February 2018, 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. Subsequently on November 17, 2020, SEBI has issued a show cause notice to REL to show cause why appropriate directions, as deems fit, should not be issued against it under specified sections of SEBI Act and SCRA Act and it further called upon to show why appropriate directions for imposing penalty under various sections of the SEBI Act, SEBI Rules and SCRA Act should not be issued against REL.

The final set of documents requested by REL vide its letter dated December 27, 2020 were received from SEBI on January 30, 2021 basis which the preliminary reply was submitted with SEBI by REL on February 11, 2021. Further, during the hearing dated March 15, 2021, the proposal for filing of Settlement Application on behalf of Religare was presented before SEBI and pursuant to same, the Settlement Application has been submitted with SEBI on March 31, 2021.

d) The Company has not redeemed 15 lakhs preference shares amounting to Rs. 4,190.28 lakhs due for redemption on October 31,2018 and disputed the liability stating the transaction to be an illegal one and filed a police complaint with EOW. However, the Company has created an adhoc provision of Rs. 1,209.07 Lakhs (Rs. 673.99 Lakhs in FY 201920 and Rs. 535.07 Lakhs in FY 20-21) towards the potential interest liability from the redemption date till March 31, 2021. In the matter of Daiichi Sankyo Company Limited vs. Malvinder Mohan Singh & Others, the Company has been made a garnishee with regards to these preference shares. The Company has filed an interim application disputing its liability as a garnishee. The preference shares stand transferred in the account of the Court receiver. The Decree Holder i.e. Daiichi has filed an application by suppressing the fact that the entire shareholding of RHC Holdings Pvt. Ltd. in M/s Elive Infotech Pvt. Ltd. had been pledged in favour of Religare Finvest Limited (RFL) as a security for various loans to group companies of RHC Holdings Pvt. Ltd and obtained a status quo order on the brand “Religare”. RFL has filed an objection application in the said proceedings. The case is sub-judice.

The Company has also filed a petition in Hon''ble NCLT, Delhi under Section 55 & 59 of the Companies Act, 2013 seeking rectification of Register of Members of the Company w.r.t. 250 Lakhs preference shares amounting to Rs 4,030.06 lakhs as on March 31, 2021, issued by the Company to RHC Finance Private Limited in August 2016 alleging the transaction to be a fraudulent one and sought cancellation of preference shares along with stay on voting rights in the interim. The matter is sub-judice.

e) The Company although has investment in the equity shares in Religare Capital Markets Limited (“RCML”), however the right to exercise control through voting rights is not available with the Company. Besides this, in terms of the tripartite agreement between the Company, RCML and RHC Holding Private Limited (“RHCPL”), severe long term restrictions and significant restrictive covenants on major decision making at RCML have been imposed by the holders 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 investments made by it in RCML in previous years. The net worth of RCML as per last audited financial statement as on March 31,2017 was Rs. (61,971.95) Lakhs. Audited financials of RCML for subsequent periods are not available. There is a contingent liability amounting to Rs. 4,078 Lakhs in the books of the Company towards uncalled capital on equity shares of RCML.

f) The Company has divested part of its investment in Care Health Insurance Limited (CHIL) (erstwhile known as Religare Health Insurance Company Limited), a subsidiary company on June 02, 2020 for a consideration of Rs. 200 cr to M/s. T rishikhar Ventures LLP, subsidiary of M/s. Kedaara Capital Fund II LLP LLP (jointly referred as ''Kedaara''). The total investment made by Kedaara to acquire shares of CHIL is Rs. 567.31 cr. which comprises of primary capital infusion of Rs. 300 cr. in CHIL and Rs. 267.31 cr for the purchase of CHIL shares from existing shareholders of CHIL, including purchase of 6.39% stake from the Company against a consideration of Rs. 200 cr. The Company holds 70.714% shareholding of the Company in CHIL on a paid up capital basis.

g) The Board of Directors of the Company in its meeting held on June 08, 2021 has, subject to the approval of the shareholders, approved raising of funds through preferential issue of shares by issuing up to 54,156,761 (Five Crore Forty One Lakh Fifty Six Thousand Seven Hundred Sixty One) equity shares of the Company at an issue price of Rs. 105.25 per share aggregating upto Rs. 5,700,000,000/- (Rupees Five Hundred Seventy Crores) on a preferential basis. The EGM for approval of shareholders in the matter is scheduled to be held on July 03, 2021.

h) Serious Fraud and Investigations Office (“SFIO”)

The Company has received a letter dated February 28, 2018 from Serious Fraud Investigation Office (“SFIO”), Ministry of Corporate Affairs (“MCA”), Government of Ind

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Mar 31, 2018

1. OVERVIEW

Religare Enterprises Limited (“REL” or “the Company”) is a leading emerging markets financial services company in India. REL was originally incorporated as a private limited company under the Companies Act, 1956 on January 30, 1984. The Company is listed on National Stock Exchange of India Limited (NSE) and BSE Limited (BSE). The Company was registered with the Reserve Bank of India as a Non- Banking Financial Company under section 45 IA of RBI Act, 1934 governed by erstwhile Non-Banking Financial (Non Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007 (“NBFC Directions”).

The Company now holds 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”) and accordingly at present is governed by the directions contained in Master Direction - Core Investment Companies (Reserve Bank) Directions, 2016 (“CIC Directions”). More than 90% of its total assets are invested in Non Current Investments in group companies.

W.e.f. December 1, 2016, the Company has changed its registered office from D3, P3B District Centre, Saket, New Delhi -110017 to 2nd Floor, Rajlok Building, 24, Nehru Place, New Delhi -110019.

Hon’ble NCLT vide its order dated December 08, 2017 approved the Scheme of Arrangement/Amalgamation between Religare Securities Limited (excluding broking business which has been demerged into Religare Broking Limited, a wholly owned subsidiary of the Company) , Religare Commodity Broking Private Limited, RGAM Investment Advisers Private Limited, Religare Venture Capital Limited, Religare Arts Investment Management Limited, Religare Capital Finance Limited, RGAM Capital India Limited, Religare Investment Advisors Limited, Religare Support Services Limited, Religare Arts Initiative Limited, Religare Capital Markets (India) Limited, Religare Broking Limited and Religare Enterprises Limited. Certified copy of the NCLT Order has been filed with Registrar of Companies on December 29, 2017. Appointed date of Scheme is April 1, 2016 and effective date of scheme is December 29, 2017. The effect ofthe scheme is considered during the year ended March 31, 2018. The effect ofthe scheme is considered during previous quarter and nine months ended December 31, 2017 only. Figures for the quarter and year ended March 31, 2017 have not been reworked and restated. Accordingly, the financials are not fully comparable. Religare Enterprises Limited (REL) is a diversified financial services group present across three verticals. REL offers an integrated suite of financial services through its underlying subsidiaries and operating entities, including loans to SMEs, Affordable Housing Finance, Health Insurance and Retail Broking. REL is listed on the BSE (formerly Bombay Stock Exchange) and National Stock Exchange (NSE) in India.

* Consequent to approval of merger order the Authorised Share Capital of the Company stands increased with effect from December 29, 2017 from Rs. 3,500,000,000 (250,000,000 Equity Shares ofRs. 10/- each and 100,000,000 Redeemable Preference Shares of Rs. 10/- each) to Rs. 8,164,500,000 (654,450,000 Equity Shares of Rs. 10/- each and 162,000,000 Redeemable Preference shares ofRs. 10/- each)

Subsequent to the Balance Sheet Date, Pursuant to shareholders approval dated March 18, 2018, the Investment, Borrowing and Share Allotment Committee of the Board of Directors on April 19, 2018 issued and alloted 111,497,914 convertible warrants at a price ofRs. 52.30 per share (including a premium ofRs. 42.30 per share) each on preferential basis under the provisions of Chapter VII of Securites Exchange and Board of India (Issue of Capital and Disclosure Requirements) Regulations 2009, as amended “ICDR Regulations” and Section 62 and 42 ofthe Companies Act, 2013.

The company has received upfront payment ofRs. 1,457,835,243, equivalent to 25% of total consideration as per terms of preferential issue. Subsequent to the balance sheet date two convertible warrant holder i.e Milky Investment and Trading Compnay and M.B. Finmart Private Limited, have exercised their rights for conversion and applied for conversion of part of the warrants into equity share. Consequently , the Investment, Borrowing , and Share allottment committee of the Board of Directors at it meeting held on May 29, 2018 has made allotment of 3,824,091 Equity share of face value of Rs.10/- (with premium ofRs. 42.30 per equity share). The Company is yet to make an application for listing with the stock exchanges.

3.2 (a) The rights, preferences and restrictions attaching to equity shares including restrictions on the distribution of dividends and the repayment of capital is as under:

The Company has only one class of equity shares having a face value ofRs. 10 per share. Each shareholder is entitled to one vote per share. The company declares and pays dividend in Indian Rupee. The dividend proposed by the Board of the Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting except in case of Interim Dividend. In the event ofthe liquidation ofthe company, the holder of the equity shares will be entitled to receive any of the remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion of the number of the equity shares held by the equity share holders.

(b) The rights, preferences and restrictions attaching to Preference Shares including restrictions on the distribution of dividends and the repayment of capital is as under:

Board of Directors of the Company on September 28, 2013 approved the proposal to seek the consent of preference shareholders of the Company to vary the terms and conditions of 56,100,000 preference shares 13.66% of face value ofRs. 10/- each including but not limited to the change in date of redemption. All Preference shareholders have given their consent on October 15, 2013 under section 48 (1) of the Companies Act, 2013 (erstwhile Section 106 of the Companies Act, 1956) to vary the terms and conditions. Out of these shares, 1,500,000 13.66% preference shares are outstanding as at March 31, 2018.

(c) The company has following classes of Preference Shares:

13.66% Cumulative Redeemable Preference Shares

The face value of each preference share is Rs. 10. The shares shall have same voting rights applicable to the preference shares under the Companies Act, 2013. Each preference share entitles the holder a right to receive, in priority to Equity shareholder, preference dividend on cumulative basis at a rate not exceeding 13.66% per financial year. In the event of liquidation of the Company, the holder is entitled to receive in priority to all equity shares, amount equal to the total of paid up capital plus the redemption premium, any unpaid dividend as per the terms of issue. The aggregate shares allotted were 50,000,000 atRs. 100 each (including premium ofRs. 90 per share) of which the company had already redeemed 25,000,000 shares at premium (12,000,000 shares atRs. 144.26 pershare and 13,000,000 shares atRs. 138.28 per share) in prior years.

During the previous year ended March 31, 2017, the Company redeemed 23,500,000 shares at Rs. 222.97 (at a premium ofRs.212.97 pershare). Redemption was being made out ofthe proceeds of the fresh issuance of 25,000,000 no(s) of 0.01% Non-Cumulative Non-Convertible Redeemable Preference Shares (“NCRPS”) on private placement basis.

The redemption of above shares had been made out of proceeds of preferential allotment of shares as stated in Note

2.1 in accordance with provisions of Section 55 of the Companies Act, 2013 (erstwhile Section 80 of the Companies Act 1956) and no amount required to be transferred to Capital Redemption Reserve, since the redemption of the aforesaid preference shares has been made out of proceeds of the preferential allotment.

Preference Shareholders of the Company relinquished their voting rights by virtue of Section 47(2)of the Companies Act, 2013 (erstwhile Section 87 (2) (b) ofthe Companies Act, 1956).

The repayment terms of preference shares issued are as below:

The above shares are redeemable at an amount (including premium) not exceeding Rs. 269.36 per share on October 31,2018oratan earlier date as may be decided by the Board of Directors of the Company.

(d) 0.01% Non Convertible Non Cumulative Redeemable Preference Shares

The face value of each preference share is Rs. 10. The shares shall have same voting rights applicable to the preference shares under the Companies Act, 2013. Each preference share entitles the holder a right to receive, in priority to Equity shareholder, preference dividend on non cumulative basis at a rate not exceeding 0.01% per financial year. In the event of liquidation of the Company, the holder is entitled to receive in priority to all equity shares, amount equal to the total of paid up capital plus the redemption premium, any unpaid dividend as per the terms of issue. The shares are allotted in one tranche on August 30, 2016 having face value ofRs.250,000,000 at par. The redemption of all or part of preference shares can take place any time prior to final redemption, at the option ofthe Company. The above shares are redeemable at an amount (including premium) not exceeding Rs. 168.51 per share on August 30, 2021.

2.2 There are no shares bought back by the company during the period of five years immediately preceding the Balance Sheet Date. There are no securities that are convertible into equity/ preference shares other than employee stock options issued by the Company.

3.1 (a) The Hon’ble NCLT vide its order dated December 08, 2017 approved the Composite Scheme of Arrangement between Religare Enterprises Limited and its eleven subsidiary. Certified copy ofthe NCLT Order has been filed with the Registrar of Companies on December 29, 2017. Appointed date ofthe Scheme is April 1, 2016 and effective date of the scheme is December 29, 2017.

Pursuant to the terms of the approved scheme of arrangement, the amalgmation has been accounted for under the pooling of interest method as prescribed by Accounting Standard 14 “Accounting for Amalgmation”, accordingly all the assets and liabilites (net of intercompany balances) recorded in the books of respective subsidiaries as of April 1, 2016 has been recorded by the Company at their respective book values.

(b) The amalgamation has been accounted for under the ‘Pooling of Interest’ method as prescribed by the Accounting Standard 14, ‘Accounting for Amalgamations’. Accordingly, the accounting treatment has been given as under:

1) The assets and liabilities as at April 01, 2016 amounting toRs. 147,806.60 Lacs and Rs.24,117.10 Lacs respectively were incorporated in the financial statement of the Company at its book value.

2) The investments held by the Company in transferor entities and related provision for diminution stand cancelled; the difference between book value of investments and face value of shares amounting to Rs. 6,525.65 Lacs has been credited to Capital Reserve.

3) All outstanding inter-corporate balances including inter-company investments as at April 01, 2016 stand cancelled.

4) The cumulative effect of reserves of all the entities as on April 01, 2016 amounting to Rs. 3,174.77 Lacs (Debit balance) of all the transferor entities have been incorporated under the head ‘Reserves and Surplus’.

5) Pursuant to the Scheme of Arrangement, the broking business of Religare Securities Limited (RSL) got demerged into Religare Broking Limited (RBL) and RSL’s net assets ofRs. 18,079.08 Lacs as at April 1, 2016 have been transferred to RBL. As part of this transaction, the Company was allotted 34,492,800 equity shares offace value of 10 each in RBL.

(d) As all the amalgamating companies were wholly owned subsidiaries of the Company (directly or indirectly), by the effective date ofthe scheme, no consideration was payable on amalgamation with the Company.

(e) The effect of the scheme is considered during previous quarter and nine months ended December 31, 2017 only. Figures for the quarter and year ended March 31, 2017 have not been reworked and restated. Accordingly, the results are not fully comparable.

(a) The Company had received share application money ofRs. 16,905,000 from whole time director (as an employee) under Employee Stock Option Scheme 2006 which was pending allotment till the year end March 31, 2017. During the year ended March 31, 2018, the above share application money has been allotted to 120,750 number of equity shares having face value ofRs. 10 each aggregating to Rs. 1,207,500 on May 19, 2017.

(b) Further, whole time director of the company, had gifted 800,000 equity shares of the company to his wife during the period October 17, 2016 to October 21, 2016 (Trading window closure period). The company, based upon detailed investigation and collated views of the independent legal professional concluded that transactions in the nature of gift is in the ambit of term “Trading” as under the SEBI (Prohibition of Insider Trading) Regulations 2015 (“PIT Regulation”) and the Company’s Code of Conduct for prevention of Insider Trading.

Accordingly, as per the recommendation of the Audit Committee, for the non-compliances listed above, a monetary penalty ofRs. 5,000,000 had been levied alongwith restrictions not to do any trading of shares of the Company in the next 6 months, either directly or indirectly. This was intimated to SEBI vide intimation letter dated May 18, 2017 and necessary disclosures have been made to National Stock Exchange of India Limited and BSE Limited (“Stock Exchanges”) on May 17, 2017. The matterwas underfollow up for recovery of penalty.

Subsequent to the balance sheet date the company has adjusted the penalty amount ofRs. 5,000,000/- against the the dues payable by the company to him. The Board ofdirectors ofthe company vide its meeting held on May 16, 2018 approved to contribute the penalty amount levied on Mr Godhwani to Prime Minister Natiotal Relief Fund (“PMNRF”).

*During the previous year ended March 31, 2017, the company has issued and allotted long term unsecured, unrated and unlisted redeemable 4,250 Non Convertible Debentures of face value ofRs. 1,000,000 each (“NCD”) for cash at par, on a private placement basis, aggregating to Rs. 3,800,000,000 to erstwhile Religare Securities Limited and Rs. 450,000,000 to erstwhile RGAM Investment Advisers Private Limited, stand cancelled pursuantto the scheme ofarrangement. (Refernote No. 4).

4.1 During the year ended March 31, 2018, unpaid dividend ofRs. 208,918 pertaining to the year 2009-10 has been transferred to Investor Education and Protection Fund (IEPF) account of Central Government from the restricted bank accounts referred in Note 18.

* Date of Allotment: March 28, 2013, Redeemed on June 30, 2017

** Date of Allotment: March 28, 2013, stand cancelled due to scheme ofarrangement

The above listed Non-Convertible Debentures (NCDs) were privately placed with Fils/ Corporates/ Banks and Trust and were secured by way of first mortgage / charge on the Company’s asset and Investment in Equity Shares of its certain subsidiaries and the assets cover thereof exceeds hundred percent of the principal amount of the said debentures. Details of secured NCDs is as follows:

Interest and Principal have been paid on the due dates. The Company domestic ratings has revised from ‘IND AA-/Stable’ to ‘IND A1/ Watch Negative’ from India Ratings & Research Private Limited in respect of its borrowing in form of Non Convertible Debentures (NCD).

5.1 On March 28, 2013 the Company had allotted 14% Listed Rated Secured Non Convertible Debentures of face value of Rs. 1,000,000 each which are secured by charge over land of the Company in Gujarat and pledge over 100% equity shares of Religare Finvest Limited. The charge on the land has been vacated in July, 2017.

Further, the Company had also allotted Zero Coupon Rated Listed Secured Non Convertible Debentures of face value of Rs. 1,000,000 each which are secured by charge over land ofthe Company in Gujarat and pledge over 2,735,914 (Previous Year 2,735,914) equity shares of Religare Securities Limited and 10,650,000 preference shares of RGAM Investment Advisers Private Limited (Previous Year 10,650,000 preference shares of RGAM Investment Advisers Private Limited) held by the Company.The principal amount and interest had been paid on the due date(s) upto June 30, 2017.or the previous year ended March 31, 2018, the Company has bought back and cancelled 1,240 Zero Coupon Secured Rated Listed Non Convertible Debentures face value ofRs. 1,000,000 each.The charge on debenture has been satisfied on April 05, 2018.

6.1 Contingency provision represents 0.45% (Previous Year 0.40%) ofthe Outstanding Standard Loans, which is in compliance with provisioning requirements for NBFCs prescribed under Master Direction DNBR.PD.008/03.10.119/2016-17-Non-Banking Financial Company - Systemically Important Non-Deposit taking Company and Deposit taking Company (Reserve Bank) Directions, 2016.

* Reserve Bank of India (RBI) vide its letter dated January 18, 2018 has advised Religare Finvest Limited (RFL), a subsidiary of the Company, to adhere to corrective action plan given by it. The said corrective action plan, inter alia, prohibits RFL from expansion of credit I investment portfolios other than investment in government securities and advices RFL not to pay dividend.

With representations of high quality professionals on Board, REL and RFL are committed to the highest standard of corporate governance, and assist in revival of the business of Religare Finvest Limited to its past growth. Accordingly REL expects the value of its investments in RFL to be sustainable in the future , and to create shareholder value going forward. No impairment, therefore, needs to be made in the investment made by REL in the equity of RFL. Management of the RFL is in the process of taking various action including the definitive additional capital infusion plan, induction of new management personnel, discussion with RBI for relaxing the restriction imposed on the business capability of the company, initiating detailed diligence from a law firm of repute of corporate loan book and recoverables from Strategic Credit Capital Pvt Ltd (‘SCCPL”) and Perpetual Credit Services Private Limited besides strengthening the internal controls and corporate governance mechanism. Considering all these measures, management is of the view that there would be significant improvement in the financial position of RFL.

** Investment in RGAM Inc has been writtten offbefore scheme ofarrangement.

@ On January 2, 2018, the subsidiary company Religare Broking Limited, has allotted 34,492,800 equity shares ofRs. 10 each against the compnay purchase consideration pursuant to the Composite Scheme of Arrangement approved by NCLT

Pursuant to the shareholders’ approval in their Extraordinary General Meeting , the Board of the Company in its meeting held on January 16, 2018 has allotted 146,298,017 bonus shares ofRs. 10 each pursuant to demerger of Broking Business of Religare Securities Limited to the Company.

During the year, the Company (erstwhile RGAM Investment Advisors Private Limited) has sold its stake in Cerestra Advisors Limited.

# Provision for diminution in value of its long term investments has been made in accounts.

7.1 Exceptional Items :-Year Ended March 31, 2017

(a) During the year ended March 31, 2017, the company has sold its investment in 450,000,000 0.02 % Preference Shares of Religare Capital Markets Limited and accounted for loss on sale of investment in aforesaid preference shares ofthe subsidiary ofRs.4,491,910,000 and written back the provision for diminution in value of said investments aggregating Rs. 4,500,000,000. These have been disclosed as Exceptional Items and it has no material impact on the results for the year.

(b) Pursuant to the terms of tripartite agreement between the Company, Religare Capital Markets Limited (RCML) and RHC Holding Private Limited, the Company has subscribed to preference shares of RCML forRs. 150,000,000. Due to severe long term restrictions imposed on RCML, full provision has been made against said investment and the same has been disclosed as an exceptional item.

* Other Bank Balances includes restricted bank balances amounting to '' Nil (March 31, 2017 Rs. 208,918) in restricted Accounts which are not available for use by the company. The restrictions are primarily on account of balances in unclaimed dividend for prior years.

** Fixed deposit balances include FD’s with statutory authorties.

7.2 Loans and Advances includes a sum of Rs. 710,000,000 as on March 31, 2017 given to ANR Securities Private Limited, a related party, where currently credit evaluation has been done on the basis of Board Approval. Going forward internal control system is being strengthen and more robust credit evaluation process is put in place. During the year ended March 31, 2018, as the aforesaid loan became non performing assets, as per prudential norms, this loan has been provided in full and interest receivable thereon has been reversed accordingly.

7.3 During the year ended March 31, 2013, the Company has sold 100% equity shares of the SMPL Financial Consultancy Services Limited (formerly Religare Financial Consultancy Services Limited) at an aggregate price of Rs. 50,000,000 and received Rs. 43,100,000 against such consideration. For the previous year ended March 31, 2017, the company has made provision against outstanding balance amount of Rs. 6,900,000. The same has been written of during the financial year ended March 31, 2018.

* The company (erstwhile Religare Support Services Limited) has ventured into providing the support services in form of corporate functions and shared services to its fellow subsidiaries and associate companies w.e.f September 1, 2015 in addition to activity of providing shared infrastructure facilities. Pursuant to scheme of arrangement the support service income forms part of the Company other income.

** The profit on sale of non current investment includes profit ofRs. 32,424,907 for sale of stake in subsidiary company Cerestra Advisors Limited.

* During the year ended March 31,2018.

(i) The company has provided for an amount of Rs. 697,762,252/- on inter corporate loan given and reversed the outstanding interest receivable being receognised as interest income during the current year.

(ii) The company has provided for an amount ofRs. 132,649,800/- on advance given to Religare Capital Markets Limited (RCML) given on account ofsettlement ofcorporate guarantee given to banks on behalfofsubdidiary company.

## (i) BSE vide its letter dated June 15, 2017 had levied a penalty of Rs. 2,142,841 (including service tax) as on June 15, 2017 on the Company for non-compliance of Regulation 33 of SEBI (LODR) Regulations, 2015 by not submitting its audited financial results within 60 days from end of financial year ended March 31, 2017. The Company had paid the penalty to BSE on June16, 2017.

(ii) NSE vide its letter dated June 15, 2017 had levied a penalty ofRs. 1,863,345 as on June 15, 2017 on the Company for non-compliance of Regulation 33 of SEBI (LODR) Regulations, 2015 for not submitting it audited financial results within 60 days from end of financial year ended March 31, 2017. The Company had paid the penalty to NSE on June 29, 2017. NSE vide letter dated October 06, 2017, demanded balance amount ofRs. 70,000/-which was paid on October 13, 2017

(iii) The Company had paid Rs. 38,203 /- as interest on late payment of service tax and TDS.

8.1 Recovery of Expenses in Note No. 23 “Employee Benefit Expenses” represents the amount ofRs. Nil (March 31, 2017 Rs. 106,932) reimbursed by the Group Entities towards the Insurance premium cost and in Note 26 “Other Expenses” represents the amounts ofRs. 20,450,848 (March 31, 2017: Rs. 90,892,225) reimbursed by the Group Entities towards the cost of shared common facilities as per mutually agreed terms with such entities.

* During the year ended March 31, 2018, the company has given corporate guarantee to bankers on behalf of its subsidiary companies Religare Securities Limited (now Religare Broking Limited) and Religare Capital Markets Limited (RCML) amounting to Rs. 4,250,000,000/- and Rs. 400,000,000/- respectively against the fund based and non fund based facilities. As on March 31, 2018, the outstanding fund based and non fund based facilities availed by aforesaid subsidiaries amounts to Rs. 161,500,000. Further, the commany has paid an amount ofRs. 132,649,800/- lacs on account ofsettlement of corporate guarantee given to banks on behalf of RCML.

9.1 Inclusive of Unpaid Capital call on equity shares of Religare Capital Markets Limited amounting to Rs. 407,750,000.

9.2 (a) During the year ended March 31,2018, non-resident shareholders of Religare Finvest Limited (“RFL”), a subsidiary of the Company, subsequent to exercise of put option for a consideration as per the Option Agreement had filed petitions in the Delhi High Court praying for interim and mandatory relief or give bank guarantees of the said amounts in order to secure their interests. On January 5, 2018 the High Court passed an order stating the RFL shall maintain as unencumbered and not encash fixed deposits with Laxmi Vilas Bank Limited (LVB). As per the information available with management the Fixed deposit has been encashed by LVB on February 22, 2018 in respect of which RFL has filed suit for recovery of FDs before Hon’ble Delhi High Court. Accounting impact will be given on the basis of outcome of the final order. The next hearing in the case has been scheduled for July 31, 2018. Estimated value of excercised put option as at March 31, 2018 amounts to Rs. 7,384,415,794 (March 31, 2017 Rs. 2,770,924,722) as included above.

(b) REL had assigned the rights and obligation pertaining to shares of Bartleet Religare Securities Pvt. Ltd. to Religare Capital Markets Limited and Religare Capital Market (Mauritius) International Limited.During the year ended March 31, 2018, a non-resident share holder of Bartleet Religare Securities (Private) Limited (BRSPL) had exercised its put option for a consideration as per the Option Shareholders’ Agreement. The Company and RCML ( Mauritius) had entered into Sale and Purchase Agreement to sell investment in BRSPL held by Religare Capital Markets International (Mauritius) Limited, a step down subsidiary ofthe Company. RCML ( Mauritius) is not consolidated into REL. Estimated value ofexcercised put option as at March 31, 2018 amounts to Rs. 681,471,405 as included above.

9.3 The Audit Committee and the Board of Directors on December 8, 2016 & December 10, 2016 respectively, approved the payment of Brand License Fees to RHC Holding Private Limited (“RHC”) for period of 6 years effective April 01, 2016 for usage ofthe “Religare” trademark/brand. Further, on January 17, 2017, the Audit Committee approved to enter into Sublicense Agreement with various subsidiaries for the sub-license and usage of the “Religare” mark for recovery from them on proportionate basis to their turnover, of the brand license fees payable by the Company to RHC.

Pursuant to letter dated February 21,2017 between the company and RHC, for the ease of administration and operation, it has been agreed to pay such fees directly by operating subsidiaries of the Company. Accordingly, the Company advised its subsidiaries for payment of brand sub license fee prescribed under the Sub-license Agreement directly to RHC as due discharge of their obligation under the said Agreement. Accordingly, no related party transaction for expense and recovery thereof is accounted for in the Company. During the year ended March 31, 2018, RHC holding Pvt Limited has assigned the trade mark “Religare” and its logo to Elive Infotech Pvt Limited (assignee/Elive) and the right to sell ,assign .transfer or encumber all or portion of its rights and obligations for the trade mark or other rights in said trade marks. Further, Elive has waived the right to receive the brand license fee from REL or its subsidiaries/affiliates till the time interest on loans availed by the group companies of Elive and RHC from Religare Finvest Limited is serviced.

9.4 The Company had entered into a share purchase agreement dated April 9, 2017 with a buyer consortium to sell its stake in Religare Health Insurance Company Limited (RHICL) to the buyer consortium. Metaffinity Private Limited and Sarvapriya Healthcare Solutions Private Limited (certain purchasers in the buyer consortium) had filed a petition before the Delhi High Court under section 9 of the Arbitration and Conciliation Act, 1996 for interim directions against REL, RHICL and another party seeking certain specific reliefs against REL, RHICL and another party. On May 28, 2018, the Hon’ble High Court dismissed the petition filed by Metaffinity and stated that the relief prayed in the petition cannot be granted. The buyer consortium has invoked arbitration in terms of the Share Purchase Agreement. Both the Claimants (i.e. buyer consortium parties) and the Respondents (i.e. REL & RHICL) have nominated their respective arbitrators.

9.5 During the year ended March 31, 2016, there were certain assignment of loans by the Company to Strategic Credit Capital Private Limited (‘SCCPL’) and during the year ended March 31, 2017, the amounts recoverable from SCCPL and Perpetual Credit Services Private Limited (‘Perpetual’) aggregating to Rs. 79,367.20 lakhs were written off by the Company and various legal proceedings were initiated by the parties against each other. During the year ended March 31, 2018 the Company entered into a 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 the Company retained its right to recover the amounts due from SCCPL and Perpetual. Despite the settlement agreement SCCPL has filed suits against the Company at various forums. The Company 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 the Company out of these cases.

In February 2018, SCCPL and Perpetual filed a civil suit before the Delhi High Court seeking (among other reliefs) specific performance against Lakshmi Vilas Bank and impleading RFL and REL as parties. In March 2018, SCCPL, Perpetual and its associates filed a suit before the Saket District Court seeking, (among other reliefs) discharge from their obligations under the settlement agreement. RFL and REL have filed applications for rejection of plaint, extension of time to file written statement and certain interrogatories.

9.6 Roto Power Private Limited (“RPPL”) filed a winding up petition no. 150/2016 against Religare Support Services Limited (“RSSL”) on December 17, 2015 alleging recovery ofRs. 7,205,937/- 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 ofRs. 109 lakhs. Pursuant to a scheme of arrangement (“Scheme”), RSSL has been merged into REL. Clause 18 ofthe 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 this the winding up petition referred below is now automatically continued to be against REL.

9.7 Axis Bank has filed an original application (“OA”) before the DRT-II, Delhi for recovery of approx. Rs. 31,300 lakhs under a facility agreement between Axis Bank and Religare Capital Markets International (Mauritius) Limited (“RCMIML”), which is inter alia secured by security provided by Promoters and Religare Capital Markets Limited. REL has not provided any security/guarantee in relation the facility. REL has executed a Non-Disposal Undertaking (“NDU”) in favour ofAxis Bank stating that until the repayment ofthe loan to Axis Bank by RCMIML, REL shall not alienate the shares in RHICL. REL has been made a party to the proceedings based on the NDU and certain other actions taken by it. The DRT has passed an order dated March 21, 2018 directing inter-alia that REL shall not alienate or create any encumbrance in respect of certain assets and its shareholding in any company or business concerns to the extent of claimed amount and enter into any settlement with any creditors without the prior approval of DRT. REL has filed 2 applications on May 8, 2018 for deletion of REL as a party and recall of the order dated March 21, 2018 against REL. Next Date of hearing on this matter is on May 31, 2018.

9.8 Subsequent to the year ended March 31,2018, the Company has given letter of comfort to the Religare Comtrade Limited (“RCTL”), a wholly owned sub-subsidiary of the Company, for the payment of liabilities outstanding as on March 31, 2018 and also for exploring new business opportunities. Hence, RCTL’s financial statements are prepared as for a going concern.

10. Employees Benefits

a) Defined Benefit Plan -- Gratuity and Leave Encashment

The following tables summarize the components ofthe net employee benefit expenses recognized in the Statement of Profit and Loss, the fund status and amount recognized in the Balance Sheet for the gratuity and leave encashment forthe yearended March 31, 2018.

As per actuarial valuation report experience adjustment is not applicable for prior years.

b) Defined Contribution Plan

The Company deposits amount determined at fixed percentage of basic pay every month to the state administered Provident Funds and to the Employees State Insurance Scheme for the benefit of employees.

11. Pursuant to scheme of arrangement, disclosure as per segment reporting is given as per Accounting Standard -17. prior to the scheme ofarrangement, the company operates in only one business segment as Investment and Finance and one geographical segment and hence disclosure as per segment information was not required as per Accounting Standard -17.

Information about business and geographical segments:

Primary Segment

(a) The business segment has been considered as the primary segment for disclosure. The Company’s primary business comprises of ‘Investment and Financing’ and ‘Support Services’. The business segments have been identified considering the nature of services, the differing risks and returns, the organization structure and the internal financial reporting system.

(b) Segment revenue, results, assets and liabilities have been accounted for on the basis of their relationship to the operating activities of the segment and amounts allocated on a reasonable basis.

(c) Revenue and expenses directly attributable to segments are reported under each reportable segment. Expenses incurred on behalf of other segments and not directly identifiable to each reportable segment have been allocated to each segment on the basis of associated revenues of each segment. All other expenses which are not attributable or allocable to segments have been disclosed as unallocable expenses.

(d) Assets (including fixed assets) and liabilities that are directly attributable to segments are disclosed under each reportable segment. Common assets have been allocated to each segment on the basis of associated revenues of each segment. Common liabilities have been allocated to each segment on the basis of total segment expense. All other assets and liabilities are disclosed as unallocable.

If the segment result of a segment includes interest or dividend income, its segment assets include the related receivables, loans, investments, or other interest or dividend generating assets.

If the segment result of a segment includes interest expense, its segment liabilities include the related interest-bearing liabilities.

1. The aforesaid schedule also includes the entities which have been merged as per Scheme of Arrangement. (Refer Note 4).

2. All outstanding Equity and Preference Capital contributions are not shown. Movements during the year are disclosed above as transactions during the year.

3. All outstanding balances stated above are gross of provisions.

12. Other Notes

a. (i) During the financial year ended March 31, 2015, the Company 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 RBI under the CIC Directions. By virtue ofthe CIC registration as aforesaid, the provisions of net owned fund requirements under section 45-IA (1)(b) of the RBI Act, 1934 and provisions related to “Asset Income Pattern”, “Requirement to Capital Adequacy (CRAR)” and “Concentration of Credit/Investment” as applicable for NBFCs under NBFC Master Directions 2016 shall not apply to the company, subject to the compliance of conditions specified in the CIC Directions.

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 ofthe 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.

b. The paid up capital of the Company comprises of domestic and foreign direct investment funds as per FEMA regulations.

During the year under audit, the company has invested, as a part of its treasury management activities, surplus funds in short term debt/liquid mutual funds.

13. Other Notes

a. Classification of Loans and Advances and provision for Non-Performing Assets/ Provision for dimunition of Investments Other than Long Term has been made in accordance with the NBFC Directions after considering subsequent recoveries and realizable value of investments respectively. Provision for Long Term Investment is made as per Accounting Standard (AS) -13, “Accounting for Investments” of Institute of Chartered Accountant of India (ICAI). The classification of loans into standard, sub-standard and loss assets and investments have been disclosed at gross value and the corresponding provision against non-performing assets/ investments has been included under provisions in accordance with NBFC Directions.

b. There are no transactions during the year with Micro, Small and Medium enterprises and as such there is no balance outstanding as at March 31, 2018.

c. The provision for Income Tax for year ended March 31, 2018 has been made on an estimated basis in accordance with the provision of Income Tax Act, 1961 of India. No provision has been made for Corporate Dividend Tax in view of Exemption u/s 115-0 of Income Tax Act, 1961.

d. Operating Cycle

An asset or a liability is classified as current when it satisfies any of the following criteria:

a. it is expected to be realized / settled, or is intended for sale or consumption, in the Company’s normal operating cycle; or

b. it is held primarily for the purpose of being traded; or

c. it is expected to be realized / due to be settled within twelve months after the reporting date; or

d. it is cash or cash equivalent unless it is restricted from being exchanged or used to settle a liability for at least twelve months after the reporting date; or

e. the Company does not have an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.

All other assets and liabilities are classified as non-current.

14. Corporate Social Responsibility

Pursuant to the provisions of Section 135 of the Companies Act, 2013 and the Rules made thereunder and pursuant to the recommendation ofthe Committee, the Board has approved a Corporate Social Responsibility (‘CSR’) policy and the same has been uploaded on the website ofthe Company www.religare.com. CSR Policy contains the CSR activities which can be carried out by the Company, governance structure, implementation process, etc.

As the Average Net Profits of the Company as per last three Audited Financial Year as per Section 198 of the Companies Act, 2013were negative, no amount was required to be spent on CSR activities during the financial year 2017-18.

15. Previous Year Figures

Previous year figures have been regrouped, re-arranged and reclassified wherever necessary to conform to the current period’s classification. The effect of the merger scheme is considered during year ended March 31, 2018. Accordingly, figures for the year ended March 31, 2018 are stated after giving the effect of the Composite Scheme of Arrangement. However, figures for the corresponding year ended March 31, 2017 has not been restated. Accordingly, the financials are not fully comparable.

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Mar 31, 2016

1. OVERVIEW

Religare Enterprises Limited (REL or the Company) is a leading emerging markets financial services company in India. REL was originally incorporated as a private limited company under the Companies Act, 1956 on January 30, 1984. The Company is listed on National Stock Exchange of India Limited (NSE) and BSE Limited (BSE). The Company was registered with the Reserve Bank of India as a Non- Banking Financial Company under section 45 IA of RBI Act, 1934 governed by Non-Banking Financial (Non Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007 (NBFC Directions).

During the previous year ended March 31, 2015, the Company 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"). By virtue of above registration, the provisions of section 45-IA (1)(b) of the Act and provisions of paragraphs 15, 16 and 24 of the Systemically Important Non-Banking financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2015 (NBFC Directions 2015) issued vide Notification No. DNBR. 009/ CGM (CDS) -2015 dated March 27, 2015 not apply to the company, subject to the conditions specified in the CIC Directions. More than 90% of its total assets are invested in Non Current Investments in group companies.

REL is a diversified financial services company with presence in India and abroad operating through its Indian and overseas subsidiaries. The Subsidiaries, Joint Ventures and Associates are primarily engaged in the business of broking in securities and commodities, lending and investments, financial advisory services, custodial and depository operations, portfolio management services, asset management and insurance, institutional equities and investment banking services to its clients.

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.

2.1 During the earlier years the Company has issued 14% REL 2017 Secured Rated Listed Non Convertible Debentures of the face value of Rs.1,000,000 each which are secured by Pari Passu mortgage over the Company''s land, pari passu / exclusive pledge over issued and paid up equity shares of Religare Finvest Limited, held by the company, exclusive charge on the amount in escrow accounts and first ranking charge and hypothecation under the agreement between the company and RFL (RFL Loan Agreement)* (which was subsequently cancelled) and Unconditional and irrevocable personal guarantees of the Promoters in favor of the Debenture Trustees.

*RFL Loan Agreement refers to loan agreements executed or to be executed between the company and RFL whereby the company has extended or will extend loans or similar facilities to RFL which qualify as Tier I or Tier II capital for RFL. Further, as at balance sheet date, apart from investment of Rs.Nil (March 31, 2015 Rs.1,500,000,000) in Compulsory Convertible Debentures of RFL, the company has not made any other loan to RFL.

2.2 During the earlier years the Company has issued Zero Coupon Rated Listed Secured Non Convertible Debentures of face value of Rs.1,000,000 each which are secured by first pari passu charge over land of the Company in Gujarat and pledge over 2,735,914 (Previous Year 34, 492,800) equity shares of Religare Securities Limited and 10,650,000 preference shares of RGAM Investment Advisers Private Limited (Previous Year 33,242,071 equity shares of RGAM Investment Advisers Private Limited) held by the Company.

Subsequent to the Balance Sheet Date, the company has issued and allotted on April 6, 2016 long term unsecured and unlisted redeemable 4,250 Non Convertible Debentures of face value of Rs.1,000,000 each ("NCD") for cash at par, on a private placement basis, aggregating to Rs.3,800,000,000 to Religare Securities Limited and Rs.450,000,000 to RGAM Investment Advisers Private Limited.

3.1 During the previous year ended March 31, 2015, the company entered into Rupee Facility Agreement (Facility Agreement) with the financial institutions, repayable at a bullet payment, for tenure of twelve months, which was secured by pledge of RFL shares, first ranking and exclusive charge by way of hypothecation on the Transaction Account and all the amounts lying therein, first ranking charge and hypothecation, on pari passu basis with the Debenture Trustee, of all the rights, title and interest of the company under the RFL Loan Agreements; first ranking and exclusive charge on the Company Contribution Instruments pursuant to the RFL Pledge Agreement; and the Demand Promissory Note. The pricing of the above loans availed by the company ranges between 14% to 16%. During the year ended March 31, 2016, the company repaid the outstanding Term Loan, as per the terms of the facility agreement in current year and release the related security thereof.

3.2 The maximum amount of face value of the Commercial Papers outstanding at any time during the year was Rs.5,000,000,000/- (Previous Year Rs.Nil). The aggregate amount outstanding is as below:

4.1 There are no adjustments to Intangible Assets on account of borrowing costs and exchange differences. There is no revaluation of assets during the year.

4.2 Losses arising from the retirement of, and gains or losses arising from disposal of intangible assets which are carried at cost or revalued amount are recognised in the Statement of Profit and Loss.

5.1 On March 30, 2016, Compulsory Convertible Debentures (CCD) of Religare Finvest Limited (RFL) were converted into 16,131,946 Equity shares of Face Value of Rs.10 each at an issue price of Rs.92.98 per equity share including premium determined in accordance with the independent valuation as per the terms of the CCD subscription agreement.

5.2 (a) Religare Capital Markets Limited (RCML), a wholly owned subsidiary of the Company, had submitted scheme for reduction of 525,000,000 0.001% Non Convertible Cumulative Redeemable Preference Shares of Rs.10 each fully paid aggregating Rs.5,250,000,000 to High Court and obtained approval on March 23, 2015. The order got registered with Registrar of Companies ("ROC") on May 8, 2015. Accordingly the reduction of preference share capital became effective from May 8, 2015. The Company has written off the cost of investment in aforesaid preference shares of the subsidiary of Rs.7,500,000,000 and written back the provision for diminution in value of said investments aggregating Rs.7,500,000,000. These have been disclosed as Exceptional Items and it has no impact on the Statement of Profit and Loss for year ended March 31, 2016.

(b) Pursuant to the terms of tripartite agreement between the Company, Religare Capital Markets Limited (RCML) and RHC Holding Private Limited, the Company has made payment of calls on partly paid up preference shares of RCML for Rs.2,294,000,000. Due to severe long term restrictions imposed on RCML, full provision has been made against said investment and the same has been disclosed as an exceptional item. Accordingly, committed liability for infusion of share capital by the company is reduced to Nil as on the balance sheet date.

(c) Subsequent to the balance sheet date:

(i) The Company has entered into a definitive agreement on April 15, 2016 to sell its entire investment, held through its step-down subsidiary, Religare Global Asset Management Inc., USA, in Northgate Capital LLC and Northgate Capital LLP

(ii) The Company has entered into a definitive agreement on April 26, 2016 to sell its entire investment, held through its step-down subsidiary, Religare Global Asset Management Inc., USA, in Landmark Partners LLC and its subsidiaries.

(iii) RGAM India has executed a binding term sheet on April 29, 2016 to divest its stake in Religare Portfolio Managers and Advisors Private Limited.

The closing of all three above mentioned transactions is subject to customary conditions including necessary regulatory approval processes. Accordingly the management of the Company has made a detailed assessment of the carrying value of its investment in RGAM India Advisers Private Limited under para 19 of the AS-13 "Accounting for Investment" and provided Rs.498,500,000 as diminution, other than temporary in the value of long term investment and the same has been disclosed as an exceptional Item.

5.3 Pursuant to clause 18.2 of the original JV agreement with Aegon India Holding N.V. ("Aegon"), the Company had complied with the initial Capital Contribution requirement and during the previous year had expressed its desire to exit the JV. As per the restated JV agreement entered between Aegon and the Company on August 25, 2014, Share Purchase Agreement entered into between the company and Bennett, Coleman & Co. Limited (BCCL) on May 08, 2015 and Summary Letter dated December 07, 2015, the Company has transferred its entire holding in the JV to BCCL in compliance with the aforesaid agreements after obtaining all the regulatory approvals. The part advance and the balance sale consideration received for transfer of the aforesaid shares in the JV Company has been accounted for as sale of investment and resulted in a net profit on sale of long term investment of Rs.3,714,742,141 (net of expenses). Accordingly, the company ceased to be a JV Partner. This transaction has been disclosed as an exceptional item and committed liability towards capital contribution is reduced to Nil (Previous Year Rs.1,716,000,000) as on Balance Sheet Date.

5.4 During the previous year ended March 31, 2015, the Investment and Borrowing Committee ("Committee") of the company has sanctioned for conversion of Non Convertible Preference Shares of RGAM Investment Advisers Private Limited (excluding 10,650,000 0.01% Non-Convertible Preference Shares) to 51,008,000 optionally convertible preference shares and than into 87,318,624 equity shares of RGAM at agreed conversion price on March 31, 2015.

6.1 Recovery of Expenses in Note No. 23 "Employee Benefit Expenses" represents the amount ofRs.1,937,982 (March 31, 2015 Rs.280,359) reimbursed by the Group Entities towards the Insurance personnel cost and in Note 26 "Other Expenses" represents the amounts of Rs.241,769,927 (March 31, 2015: Rs.385,904,009) reimbursed by the Group Entities towards the cost of shared common facilities as per mutually agreed terms with such entities.

7.1 Includes Service Tax demand against the company for which an appeal to Appellate Tribunal under Section 86 of the Finance Act, 1994 (32 of 1994) has been filed. The company has deposited Rs.500,000 as a condition precedent of hearing the appeal before the Ld. Commissioner appeals. The appeal has not been fixed for hearing.

7.2 During the earlier years, the company entered into tripartie agreement between the company, RCML and RHC Holding (P) Limited and consented to infuse additional capital (maximum of Rs.11,198,324,647) in Religare Capital Limited in the eventuality of a liquidity requirement by RCML and its subsidiaries to discharge its outstanding borrowings including subsequent financing by any other lender. The said capital commitment has been disclosed as a contingent liability in the financial statements of the company till March 31, 2015.

Pursuant to above agreements, the company has invested preference share capital of Rs.2,294,000,000 in current year. The company has made provision against the said investments and disclosed as an Exceptional Item in Statement of Profit and Loss Account. Accordingly, aforesaid commitment/ contingent liability of the company is reduced to Nil (Previous Year Rs.2,294,000,000).

7.3 For capital commitment in Joint Venture Refer Note 15.3

8 Employees Benefits - Gratuity and Leave Encashment

The following tables summarize the components of the net employee benefit expenses recognized in the Statement of Profit and Loss, the fund status and amount recognized in the Balance Sheet for the gratuity and leave encashment for the year ended March 31, 2016.

For the previous year ended March 31, 2015, the accrued leave balance of the transferred employees is Nil, the Company has reversed the excess provision created in earlier years. Further there are no employees eligible for gratuity and no provision is provided for as at March 31, 2016.

9. Other Notes

a. (i) During the previous year ended March 31, 2015, the Company 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 RBI under the CIC Directions. By virtue of the CIC registration as aforesaid, the provisions of section 45-IA (1)(b) of the RBI Act, 1934 and provisions of Paragraph 15 - "Asset Income Pattern", Paragraph 16 - "Requirement to Capital Adequacy" and Paragraph 24 - "Concentration of Credit/Investment" of the NBFC Directions 2015 shall not apply to the company, subject to the conditions specified in the CIC Directions. Further, pursuant to the Revised Regulatory framework issued vide notification no DNBR (PD) CC No.002/03.10.1001/2014-15 dated November 10, 2014 and Guidelines on Corporate Governance - Review issued vide notification no DNBR (PD) CC No.029/03.10.001/2014-15 dated April 10, 2015, compliance requirement of Corporate Governance are exempted for a CIC Company. Accordingly, the Company has not disclosed matters specified in the said guidelines.

10. Other Notes

a. Classification of Loans and Advances and provision for Non-Performing Assets/ Provision for dimunition of Investments Other than Long Term has been made in accordance with the NBFC Directions after considering subsequent recoveries and realizable value of investments respectively. Provision for Long Term Investment is made as per Accounting Standard (AS) -13, "Accounting for Investments" of Institute of Chartered Accountant of India (ICAI).

The classification of loans into standard, sub-standard and loss assets and investments have been disclosed at gross value and the corresponding provision against non-performing assets/ investments has been included under provisions in accordance with NBFC Directions.

b. There are no transactions during the year with Micro, Small and Medium enterprises and as such there is no balance outstanding as at March 31, 2016.

c. The provision for Income Tax for year ended March 31, 2016 has been made on an estimated basis in accordance with the provision of Income Tax Act, 1961 of India. No provision has been made for Corporate Dividend Tax in view of Exemption u/s 115-O of Income Tax Act, 1961.

d. During the year ended March 31, 2012 Religare Finvest Limited (RFL), one of the subsidiaries of the company, has raised Rs.150 Cr and Rs.200 Cr from Avigo Investments Limited, Mauritius and Nylim Jacobs Ballas India Fund III, LLC respectively through compulsory convertible preference shares, the conversion of which is linked to the performance of the said subsidiary for the financial year 2013. Pursuant to the tripartite agreement, REL has given assurance to compensate shortfall in Internal Rate of Return (IRR) of 14% p.a. subject to the terms of agreement. In the opinion of the management of the company, the probability of any liability towards the said assurance is remote considering the track record of financial results, distribution of profits, networth of RFL and the value of shares based on the similar issues in the prior years which justifies higher IRR than 14% on exit of the said investors. Accordingly, management of the company is not anticipating any future liability on this assurance.

e. The Company operates in only one business segment and one geographical segment and hence segment information is not required as per Accounting Standard -17.

11. Previous Year Figures

Previous year figures have been regrouped, re-arranged and reclassified wherever necessary to conform to the current period''s classification.

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Mar 31, 2015

1. OVERVIEW

Religare Enterprises Limited ("REL or the Company") is a leading emerging markets financial services company in India. REL was originally incorporated as a private limited company under the Companies Act, 1956 on January 30, 1984. The Company is listed on National Stock Exchange of India Limited (NSE) and BSE Limited (BSE). The Company was registered with the Reserve Bank of India as a Non- Banking Financial Company under section 45 IA of RBI Act, 1934 governed by Non-Banking Financial (Non Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007 ("NBFC Directions"). During the year ended March 31, 2015, the Company 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"). By virtue of above registration , the provisions of section 45-IA (1)(b) of the Act and provisions of paragraphs 15, 16 and 24 of the Systemically Important Non-Banking financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2015 ("NBFC Directions 2015") issued vide Notification No. DNBR. 009/ CGM (CDS) -2015 dated March 27, 2015 not apply to the company, subject to the conditions specified in the CIC Directions. More than 90% of its total assets are invested in long term investments in group companies.

REL is a diversified financial services company with presence in India and abroad operating through its Indian and overseas subsidiaries. The Subsidiaries, Joint Ventures and Associates are primarily engaged in the business of broking in securities and commodities, lending and investments, financial advisory services, custodial and depository operations, portfolio management services, asset management and insurance, institutional equities and investment banking services to its clients.

2. The Board of Directors of the Company on March 31, 2014, subject to necessary approval(s), has approved the proposal of raising funds upto Rs.55,000 lacs, by way of preferential allotment of equity shares to Bestest Developers Private Limited ("BDPL") and Standard Chartered Bank (Mauritius) Limited ("SCB"), non promoter companies. During the year ended March 31, 2015 , as per the shareholders approval dated May 8, 2014 the company has allotted on preferential basis 8,554,833 equity shares of Rs.10 each fully paid and 7,349,385 equity shares of Rs.10 each fully paid up to BDPL and SCB respectively at a price of Rs.316.78 per share including premium for repayment of its debt obligations, to redeem preference shares of the Company, to meet capital expenditure and for the general corporate purposes.

3. The rights, preferences and restrictions attaching to equity shares including restrictions on the distribution of dividends and the repayment of capital is as under:

The Company has only one class of equity shares having a face value of Rs.10 per share. Each shareholder is entitled to one vote per share. The company declares and pays dividend in Indian Rupee. The dividend proposed by the Board of the Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting except in case of Interim Dividend. In the event of the liquidation of the company, the holder of the equity shares will be entitled to receive any of the remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion of the number of the equity shares held by the equity share holders.

The rights, preferences and restrictions attaching to Preference Shares including restrictions on the distribution of dividends and the repayment of capital is as under:

Board of Directors of the Company on 28th September 2013 approved the proposal to seek the consent of preference shareholders of the Company to vary the terms and conditions of 5.61 cr preference shares of face value of Rs.10/- each including but not limited to the change in date of redemption. All Preference shareholders have given their consent on October 15, 2013 under section 48 (1) of the Companies Act, 2013 (erstwhile Section 106 of the Companies Act, 1956) to vary the terms and conditions.

The company has three classes of Preference Shares:

13.66% Cumulative Redeemable Preference Shares

The face value of each share is Rs.10.The shares shall have same voting rights applicable to the preference shares under the Companies Act, 2013. Each preference share entitles the holder a right to receive, in priority to Equity shareholder , preference dividend on cumulative basis at a rate not exceeding 13.66% per financial year. In the event of liquidation of the Company, the holder is entitled to receive in priority to all equity shares, amount equal to the total of paid up capital plus the redemption premium, any unpaid dividend as per the terms of issue. The shares are allotted in three tranches on October 31, 2008, December 3, 2010 and April 27, 2011 having face value of Rs.250,000,000, 120,000,000 and Rs.130,000,000 respectively at Rs.100 each (including premium of Rs.90 per share). The Board of Directors of the Company in its meeting held on May 30, 2014 approved the proposal to redeem the above mentioned class of preference shares out of funds raised through preference allotment of Equity shares of the Company. On June 2, 2014, the Company redeemed 12,000,000 shares at a premium of Rs.144.26 per share and 13,000,000 shares at a premium of Rs.138.28 per share.

The repayment terms of preference shares issued are as below:

The above shares are redeemable at a premium not exceeding Rs.269.36 (Previous Year Ended March 31, 2014 Rs.269.36 per share(Tranche I), Rs.218.42 per share(Tranche II), Rs.209.14 per share (Tranche III)) on October 31, 2018 or at an earlier date as may be decided by the Board of Directors of the Company.

11.00% Cumulative Non-Convertible Redeemable Preference Shares

The face value of each share is Rs.10. The shares shall have same voting rights applicable to the preference shares under the Companies Act, 2013. Each preference share entitles the holder a right to receive, in priority to Equity shareholder , preference dividend on cumulative basis at a rate not exceeding 11.00% per financial year. In the event of liquidation of the Company, the holder is entitled to receive in priority to all equity shares, amount equal to the total of paid up capital plus the redemption premium, any unpaid dividend as per the terms of issue. The shares were allotted in one tranche on November 12, 2011 having face value of Rs.35,000,000 at Rs.100 each (including a premium of Rs.90 per share). The Board of Directors of the Company in its meeting held on May 30, 2014 approved the proposal to redeem the above mentioned class of preference shares out of funds raised through preference allotment of Equity shares of the Company. On June 2, 2014, the Company redeemed 3,500,000 shares at a premium of Rs.130.75 per share.

0.01% Cumulative Non-Convertible Redeemable Preference Shares

The face value of each share is Rs.10. The shares shall have same voting rights applicable to the preference shares under the Companies Act, 2013. Each preference share entitles the holder a right to receive, in priority to Equity shareholder, preference dividend on cumulative basis at a rate not exceeding 0.01% per financial year. In the event of liquidation of the Company, the holder is entitled to receive in priority to all equity shares, amount equal to the total of paid up capital plus the redemption premium, any unpaid dividend as per the terms of issue. The shares were allotted in one tranche on January 24, 2012 having face value of Rs.26,000,000 at Rs.100 each (including a premium of Rs.90 per share). The Board of Directors of the Company in its meeting held on May 30, 2014 approved the proposal to redeem the above mentioned class of preference shares out of funds raised through preference allotment of Equity shares of the Company. On June 2, 2014, the Company redeemed 2,600,000 shares at a premium of Rs.137.01 per share.

The redemption of above shares had been made out of proceeds of preferential allotment of shares as stated in Note 3.2 in accordance with provisions of Section 55 of the Companies Act, 2013 (erstwhile Section 80 of the Companies Act 1956) and no amount required to be transferred to Capital Redemption Reserve, since the redemption of the aforesaid preference shares has been made out of proceeds of the preferential allotment.

Preference Shareholders of the Company relinquished their voting rights in respect of their preference shares arising by virtue of Section 47(2)of the Companies Act, 2013 (erstwhile Section 87 (2) (b) of the Companies Act, 1956).

3. There are no shares bought back by the company during the period of five years immediately preceding the Balance Sheet Date. There are no securities that are convertible into equity/ preference shares other than employee stock options issued by the Company.

4 During the period ended March 31, 2015, the company entered into Rupee Facility Agreement ("Facility Agreement") with the financial institutions, repayable at a bullet payment, for tenure of twelve months. The pricing of above the above loans availed by the company ranges between 14% to 16%

The above facilities are secured by pledge of RFL Shares held by the company pursuant to the RFL Share Pledge Agreement, on pari passu basis; first ranking and exclusive charge by way of hypothecation on the Transaction Account and all the amounts lying therein, including the Receivables, and all Permitted Investments made therefrom as per Facility Agreement; first ranking charge and hypothecation, on pari passu basis with the Debenture Trustee, of all the rights, title and interest of the company under the RFL Loan Agreements; first ranking and exclusive charge on the Company Contribution Instruments pursuant to the RFL Pledge Agreement; and the Demand Promissory Note.

5. For the previous year ended March 31, 2014, It includes Privately Placed Un Secured Compulsory Convertible Debentures (CCD's) Rs.4,048,354,000. On May 6, 2014 the CCD's were converted into 12,817,331 Equity Shares of face value of Rs.10 each at an issue price of Rs.315.85/- per equity share including premium determined in accordance with the SEBI (ICDR) Regulations, 2009 to International Finance Corporation ("IFC")

6. During the year ended March 31, 2015, unclaimed amount of application money held in escrow account with banks in respect of Initial Public Offer by the company in 2007 for Rs.2,959,273 has been depsoited by the respective banks under instructions of the company with Investor Education and Protection Fund account of the Central Government under Section 205 C of the Companies Act, 1956.

7 Short Term Provisions

8. Contingency provision represents 0.25% of the Outstanding Standard Loans, which is in compliance with RBI notification number RBI/2010-11/370 DNB.PD.CC No.207/03.02.2002/2010-11 dated January 17, 2011.

9 Tangible Assets

There are no adjustments to Tangible Assets on account of borrowing costs and exchange differences. There is no revaluation of assets during the year.

Pursuant to the provisions of The Companies Act, 2013 (the Act), the Company has computed depreciation on fixed assets other than intangible assets with reference to the estimated useful life of assets prescribed in Schedule II to the Act or actual useful life of assets whichever is lower. In respect of the assets, where the useful life is completed as per the Act, the Written Down Value (WDV) as at April 1,2014 has been adjusted in Surplus in Statement of Profit and Loss for Rs.8,411 and in other cases the WDV as at April 1, 2014 is depreciated over the remaining life of the assets and recognised in the Statement of Profit and Loss that has resulted in charge of depreciation higher by Rs.645,163 for the year ended March 31,2015 due to change in estimates.

10 Intangible Assets

There are no adjustments to Intangible Assets on account of borrowing costs and exchange differences. There is no revaluation of assets during the year.

11. Pursuant to clause 18.2 of the original JV agreement with Aegon India Holding N.V. ("Aegon"), the company has complied with the initial Capital Contribution requirement and during the year has expressed its desire to exit the JV. As per the restated JV agreement entered between Aegon and the Company in August 2014 and Share Purchase Agreement entered into between Bennett, Coleman & Co. Limited (BCCL) subsequent to the Balance Sheet Date i.e. on May 08, 2015, the Company has agreed to transfer its entire holding in the JV to BCCL in compliance with the aforesaid agreements and subject to various regulatory approvals. The necessary applications for approvals from IRDAI, FIPB, and CCI have been made by the JV Company and awaiting relevant approvals. Pursuant to the aforesaid agreement, the Company has received a part advance from Aegon towards their capital protection with minimum compounded return against the proposed future transfer of shares in the JV Company. The value of the Bank Guarantee has been reduced to the extent of such advance received. The funds received have been partly utilized for early redemption of NCDs issued by the company and release of securities i.e. receivables from Aegon, including aforesaid bank guarantee. The Bank Guarantee has been reassigned in favour of the Company for a reduced value as aforesaid.

The Company has appointed a financial advisor in connection with the proposed sale as aforesaid. Upfront fee paid till date has been accounted for as an 'Advance' pending transfer of shares to the prospective purchaser as per the terms of the Share Purchase Agreement.

In terms of restated JV agreement pending transfer of shares, the parties have given commitment to contribute incremental capital in JV company, if called for, subject to the conditions stated therein. The company has made an additional investment of Rs.132 lacs (out of Rs.17,292 lacs) during the year and committed liabilitiy have been reducted by said amount. Since a part advance is received and for the balance amount the guarantee is in force, no provision for diminution in the value of the said long term investment has been made. Accordingly, the capital gains will be recognized in the Statement of Profit and Loss on completion of transfer of shares to the third party after obtaining necessary regulatory approvals.

12. Pursuant to the High Court vide order dated March 23, 2015, RCML filed the certified copy of the order with ROC which got registered on 08 May 2015 and accordingly the reduction of shares capital became effective from May 08, 2015. Since the company has already impaired the investment held in such preference share capital in previous years, there will be no impact on the Statement of Profit and Loss.

13. During the year ended March 31,2015, the Investment & Borrowing Committee ("Committee") of the company has sanctioned for conversion of Non Convertible Preference Shares of RGAM Investment Advisers Private Limited (excluding 10,650,000 0.01% Non-Convertible Preference Shares) to optionally convertible preference shares and thereby equity shares.

14. The Company has sold 100% equity shares of the SMPL Financial Consultancy Services Limited (formerly Religare Financial Consultancy Services Limited) at an aggregate price of Rs.50,000,000 and received Rs.25,100,000 against such consideration.

15. It includes demand of Service Tax against which company has filed an appeal to Appellate Tribunal under Section 86 of the Finance Act, 1994 (32 of 1994) . The company has deposited Rs.500,000 as a condition precedent of hearing the appeal before the Ld. Commissioner appeals.

16. (a) During the earlier years, the company entered into tripartie agreement between the company, RCML and RHC Holding (P) Limited and consented to infuse additional capital (maximum of Rs.11,198,324,647) in Religare Capital Limited in the eventuality of a liquidity requirement by RCML and its subsidiaries to discharge its outstanding borrowings including subsequent financing by any other lender. The said capital commitment has been disclosed as a contingent liability in the financial statements of the company.

Pursuant to above agreements, the company invested in preference share capital of RCML of Rs.806,000,000 in the previous year. The company has made provision against the said investments and disclosed as an Exceptional Item in Statement of Profit and Loss of previous year.

Accordingly, aforesaid commitment/ contingent liabilty of the company is reduced.

(b) For capital commitment in Joint Venture (JV) Refer Note 15.1.

17. Employees Benefits

The following tables summarize the components of the net employee benefit expenses recognized in the Statement of Profit and Loss, the fund status and amount recognized in the Balance Sheet for the gratuity and leave encashment for the year ended March 31, 2015.

For the year ended March 31,2015, the accrued leave balance of the transferred employees is Nil, the Company has reversed the excess provision created in earlier years. Accordingly no actuarial valuation has been made for leave encashment. Further there are no employee eligible for gratuity and no provision is provided for as at March 31, 2015.

18. Related Party Disclosures

Nature of Relationship

(a) (i) Subsidiaries

Religare Securities Limited

Religare Finvest Limited

Religare Finance Limited

Religare Capital Markets Limited

REL Infrafacilities Limited

Religare Arts Initiative Limited

Religare Health Insurance Company Limited

Religare Capital Markets (India) Limited

RGAM Investment Advisers Private Limited

Religare Commodity Broking Private Limited

Vistaar Capital Advisors Limited (till March 28, 2014) (formerly Vistaar Religare Capital Advisors Limited)

a (ii) Subsidiaries of Subsidiary

Religare Arts Investment Management Limited

Religare Invesco Asset Management Company Private Limited

Religare Global Asset Management Inc. (wholly owned subsidiary of RGAM Investment Advisers Private Limited)

Religare Invesco Trustee Company Private Limited

Religare Venture Capital Limited

Religare Advisory Services Limited (till March 27, 2015)

Religare Commodities Limited

Religare Wealth Management Limited (formerly known as Religare Macquarie Wealth Management Limited) (w.e.f. November 27, 2013)

Religare Investment Advisors Limited

Northgate Capital Asia (India) Limited Religare Comtrade Limited

Religare Housing Development Finance Corporation Limited Religare Share Brokers Limited

Religare Portfolio Managers and Advisors Private Limited (became subsidiary w.e.f. April 15, 2013)

Religare Capital Markets International (Mauritius) Limited (till January 22, 2015)

Religare Capital Markets International (UK) Limited

Religare Capital Markets (Europe) Limited (formerly Religare Capital Markets Plc)

Religare Health Trust Trustee Manager Pte Limited

Hichens, Harrison (Ventures) Limited (dissolved w.e.f. October 15, 2013)

Religare Capital Markets (UK) Limited

Religare Capital Markets Corporate Finance Pte Limited (formerly known as Religare Capital Markets Advisers Pte. Ltd.) London Wall Nominees Limited (upto July 23, 2013) Charterpace Limited Tobler (Mauritius) Limited Tobler UK Limited

Religare Global Asset Management Japan Co. Limited (dissolved on September 24, 2013)

Religare Investment Holdings (UK) Limited

Religare Securities Australia Pty Limited (dissolved w.e.f. October 30, 2013)

(Formerly known as Relsec Australia Pty. Ltd)

Bartleet Religare Securities (Private) Limited (formerly known as Bartleet Mallory Stock Brokers Private Ltd)

Bartleet Asset Management Private Limited

Religare Bartleet Capital Markets (Private) Limited

Northgate Capital LLC

Northgate Capital Asia Limited, Honk Kong

Northgate Mexico S. de R.L de C.V., Mexico

Northgate Capital LP

Kyte Management Limited (KML)

Religare Capital Markets (Hong Kong) Limited (formerly known as Central Joint Enterprises Limited)

Religare Capital Markets (Singapore) Pte Limited (formerly known as Central Joint Enterprises Pte Limited, Singapore) Strategic Research Limited

BJM (UK) Nominee Ltd (dissolved w.e.f. June 7, 2013

Religare Capital Markets (Beijing) Limited (dissolved w.e.f. January 26, 2015)

Landmark Partners LLC Landmark Realty Advisors LLC Landmark Equity Advisors LLC Religare Capital Markets Inc.

Mill Pond Associates LLC

LMK Services Inc (from June 2, 2013)

Big Vision Consultants Private Limited

Cheryl Advisory Private Limited (subsidiary till November 26, 2013)

Empower Expertise Private Limited

a (iii) Joint Ventures of Subsidiaries

IBOF Investment Management Private Limited (formerly Quadria Investment Management Private Limited) Milestone Religare Capital Management Limited India Built Out Fund II Limited

a (iv) Associate of Susbidiaries

Religare Credit Advisors LLP (incorporated on December 20, 2013)

Noah Capital Markets (Pty) Ltd

YourNest Capital Advisors Private Limited ( w.e.f. January 2, 2015)

Argil Advisors LLP (formerly Cerestra Capital Advisors LLP (incorporated on February 7, 2014)

Valuequest Capital LLP

Noah Nominees (Pty) Limited

Investment Professionals Ltd Galileo Portfolio Securities Ltd IPRO Stockbroking Ltd IPRO Fund Management Ltd IPRO Botswana (Pty) Ltd

(b) Joint Ventures

Religare Wealth Management Limited (formerly known as Religare Macquarie Wealth Management Limited) (ceased to be joint venture w.e.f. November 27, 2013)

Aegon Religare Life Insurance Company Limited

(c) Individuals owning directly or indirectly interest in voting power that gives them control

Mr. Malvinder Mohan Singh Mr. Shivinder Mohan Singh

(d) Key Managerial personnel

Mr. Sunil Godhwani - Chairman & Managing Director Mr. Shachindra Nath - Group CEO Mr. Anil Saxena - Group CFO

(e) Enterprises over which key (c) and (d) are able to exercise significant influence

RHC Holding Private Limited RC Nursery Private Limited Oscar Investments Limited ANR Securities Private Limited Ranchem Private Limited RWL Healthword Limited Finserve Shared Services Limited Dion Global Solutions Limited Healthfore Technologies Limited Ligare Travels Limited Ligare Aviation Limited Ligare Voyages Limited

34. Other Notes

a. (i) Pursuant to the application made to the Reserve Bank of India ("RBI") in prior years, the Company 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 RBI under the CIC Directions.

By virtue of the CIC registration as aforesaid, the provisions of section 45-IA (1)(b) of the RBI Act, 1934 and provisions of Paragraph 15 - "Asset Income Pattern", Paragraph 16 - "Requirement to Capital Adequacy" and Paragraph 24 - "Concentration of Credit/Investment" of the NBFC Directions 2015 shall not apply to the company, subject to the conditions specified in the CIC Directions.

Further, pursuant to the Revised Regulatory framework issued vide notification no DNBR (PD) CC No.002/03.10.1001/2014-15 dated November 10, 2014 and Guidelines on Corporate Governance - Review issued vide notification no DNBR (PD) CC No.029/03.10.001/2014-15 dated April 10, 2015, compliance requirement of the Corporate Governance are exempted for a CIC Company. Accordingly, the Company has not disclosed matters specified in the said guidelines.

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.

b The paid up capital of the Company comprises of domestic and foreign direct investment funds as per FEMA regulations.

During the year under audit, the company has invested, as a part of its treasury management activities, surplus funds

in short term debt/liquid mutual funds.

19. Other Notes

a. Classification of Loans and Advances and provision for Non-Performing Assets/ Provision for dimunition of Investments Other than Long Term has been made in accordance with the NBFC Directions after considering subsequent recoveries and realizable value of investments respectively. Provision for Long Term Investment is made as per Accounting Standard (AS) -13, "Accounting for Investments" of Institute of Chartered Accountant of India (ICAI).

The classification of loans into standard, sub-standard and loss assets and investments have been disclosed at gross value and the corresponding provision against non-performing assets/ investments has been included under provisions in accordance with NBFC Directions.

b. There are no transactions during the year with Micro, Small and Medium enterprises and as such there is no balance outstanding as at March 31, 2015

c. During the financial year ended March 31, 2012, the Company had paid remuneration to Chairman and Managing Director ("CMD") in excess of the limits prescribed under section 198 read with Schedule XIII by Rs.76,061,538 as per the terms of agreement pending approval of Ministry of Corporate Affairs (MCA). The Company has reversed the excess remuneration in the previous year and subsequently recovered the said amount. During the year ended March 31, 2015, the company has received an approval from MCA amounting to Rs.12,730,000 which has been paid and charged to the Statement of Profit and Loss.

d. The provision for Income Tax for year ended March 31, 2015 has been made on an estimated basis in accordance with the provision of Income Tax Act, 1961 of India. No provision has been made for Corporate Dividend Tax in view of Exemption u/s 115-O of Income Tax Act, 1961.

e. Operating Cycle

An asset or a liability is classified as current when it satisfies any of the following criteria:

a. it is expected to be realized / settled, or is intended for sale or consumption, in the Company's normal operating

cycle; or

b. it is held primarily for the purpose of being traded; or

c. it is expected to be realized / due to be settled within twelve months after the reporting date; or

d. it is cash or cash equivalent unless it is restricted from being exchanged or used to settle a liability for at least

twelve months after the reporting date; or

e. the Company does not have an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.

All other assets and liabilities are classified as non-current.

f. During the year ended March 31, 2012 Religare Finvest Limited (RFL), one of the subsidiaries of the company, has raised Rs.150 Cr and Rs.200 Cr from Avigo Investments Limited, Mauritius and Nylim Jacobs Ballas India Fund III, LLC respectively through compulsory convertible preference shares, the conversion of which is linked to the performance of the said subsidiary for the financial year 2013. Pursuant to the tripartite agreement, REL has given assurance to compensate shortfall in Internal Rate of Return (IRR) of 14% p.a. subject to the terms of agreement. In the opinion of the management of the company, the probability of any liability towards the said assurance is remote considering the track record of financial results, distribution of profits, networth of RFL and the value of shares based on the similar issues in the prior years which justifies higher IRR than 14% on exit of the said investors. Accordingly, management of the company is not anticipating any future liability on this assurance.

g. The Company operates in only one business segment and one geographical segment and hence segment information is not required as per Accounting Standard -17.

20. Previous Year Figures

Previous year figures have been regrouped, re-arranged and reclassified wherever necessary to conform to the current period's classification.

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Mar 31, 2014

1 OVERVIEW

Religare Enterprises Limited ("REL" or "the Company") is a leading emerging markets financial services company in India. REL was originally incorporated as a private limited company under the Companies Act, 1956 on January 30, 1984.

The Company is listed on National Stock Exchange (NSE) and BSE Limited (BSE). The Company is also registered with the Reserve Bank of India as a Non- Banking Financial Company under section 45 IA of RBI Act, 1934 governed by Non-Banking Financial (Non Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007 ("NBFC Directions"). More than 90% of its total assets are invested in long term investments in group companies.

REL is a diversified financial services company with presence in India and abroad operating through its Indian and overseas subsidiaries. The Subsidiaries, Joint Ventures and Associates are primarily engaged in the business of broking in securities and commodities, lending and investments, financial advisory services, custodial and depository operations, portfolio management services, asset management and insurance, institutional equities and investment banking services to its clients.

1.2 The rights, preferences and restrictions attaching to equity shares including restrictions on the distribution of dividends and the repayment of capital is as under:

The Company has only one class of equity shares having a face value of Rs. 10 per share. Each shareholder is entitled to one vote per share. The company declares and pays dividend in Indian Rupee. The dividend proposed by the Board of the Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting except in case of Interim Dividend. In the event of the liquidation of the company, the holder of the equity shares will be entitled to receive any of the remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion of the number of the equity shares held by the equity share holders.

The rights, preferences and restrictions attaching to Preference Shares including restrictions on the distribution of dividends and the repayment of capital is as under:

Board of Directors of the Company on 28th September 2013 approved the proposal to seek the consent of preference shareholders of the Company to vary the terms and conditions of 5.61 cr preference shares of face value of Rs. 10/- each including but not limited to the change in date of redemption. All Preference shareholders have given their consent on October 15, 2013 under section 106 of the Companies Act, 1956 to vary the terms and conditions

The company has three classes of Preference Shares:

13.66% Cumulative Redeemable Preference Shares

The face value of each share is Rs. 10.The shares shall have same voting rights applicable to the preference shares under the Companies Act, 1956. Each preference share entitles the holder a right to receive, in priority to Equity shareholder, preference dividend on cumulative basis at a rate not exceeding 13.66% per financial year. In the event of liquidation of the Company, the holder is entitled to receive in priority to all equity shares, amount equal to the total of paid up capital plus the redemption premium, any unpaid dividend as per the terms of issue. The shares are allotted in three tranches on October 31, 2008, December 3, 2010 and April 27, 2011 having face value of Rs. 250,000,000, 120,000,000 and Rs. 130,000,000 respectively at Rs. 100 each (including premium of Rs. 90 per share).

11.00% Cumulative Non-Convertible Redeemable Preference Shares

The face value of each share is Rs. 10. The shares shall have same voting rights applicable to the preference shares under the Companies Act, 1956. Each preference share entitles the holder a right to receive, in priority to Equity shareholder , preference dividend on cumulative basis at a rate not exceeding 11.00% per financial year. In the event of liquidation of the Company, the holder is entitled to receive in priority to all equity shares, amount equal to the total of paid up capital plus the redemption premium, any unpaid dividend as per the terms of issue. The shares were allotted in one tranche on November 12, 2011 having face value of Rs. 35,000,000 at Rs.100 each (including a premium of Rs. 90 per share).

0.01% Cumulative Non-Convertible Redeemable Preference Shares

The face value of each share is Rs. 10. The shares shall have same voting rights applicable to the preference shares under the Companies Act, 1956. Each preference share entitles the holder a right to receive, in priority to Equity shareholder , preference dividend on cumulative basis at a rate not exceeding 0.01% per financial year. In the event of liquidation of the Company, the holder is entitled to receive in priority to all equity shares, amount equal to the total of paid up capital plus the redemption premium, any unpaid dividend as per the terms of issue. The shares were allotted in one tranche on January 24, 2012 having face value of Rs. 26,000,000 at Rs. 100 each (including a premium of Rs. 90 per share).

The redemption of above class of shares can be made either out of the profits of the Company or proceeds of fresh issue of shares made for the purpose of redemption Preference Shareholders of the Company relinquished their voting rights in respect of their preference shares arising by virtue of Section 87(2)(b) of the Companies Act, 1956.

1.3 There are no shares bought back by the company during the period of five years immediately preceding the Balance Sheet Date. There are no securities that are convertible into equity/ preference shares other than employee stock options and Compulsory Convertible Debentures (CCDs) issued by the Company.

1.4 Details of Privately Placed Secured Non Convertible Debentures (NCD''s) outstanding as on March 31, 2014 are as below:

The above debentures are privately placed with FIIs/ Corporates/ Banks and Trusts. As per Trust deed, Non-Convertible Debentures are also secured by specific charge on immovable property of insignificant value.

Note 1 : For the year ended March 31, 2014, the Company issued privately placed Zero Coupon Non Convertible Debentures (NCDs) and 10.5% Non Convertible Debentures (NCDs) of face value of Rs. 1,000,000 each. These NCDs are listed on October 8, 2013 on the Whole Debt Segment (WDM Segment) of BSE Limited ("BSE") in denomination of Rs.10 lacs each. The said NCDs are secured by first pari passu charge on freehold land of the Company, assignment of the relevant provisions of the Joint Venture Agreement and the bank guarantee.

Note 2 : For the previous year ended March 31, 2013, the Company issued 14% REL 2017 Secured Rated Listed Non Convertible Debentures of the face value of Rs. 1,000,000 each for a tenor of 4 years, 3 months and 2 days. These Debentures are secured by Pari Passu mortgage over the Company''s immovable property in Gujarat, exclusive pledge over issued and paid up equity shares of Religare Finvest Limited, held by the company, exclusive charge on the amount in escrow accounts and first ranking charge and hypothecation under the agreement between the company and RFL (RFL Loan Agreement)* and Unconditional and irrevocable personal guarantees of the Promoters in favor of the Debenture Trustees.

*RFL Loan Agreement refers to loan agreements executed or to be executed between the company and RFL whereby the company has extended or will extend loans or similar facilities to RFL which qualify as Tier I or Tier II capital for RFL. Further, as at balance sheet date, apart from investment of Rs. 150 crore in Compulsory Convertible Debentures of RFL, the company has not made any other loan to RFL.

Note 3 : For the previous year ended March 31, 2013, the Company issued Zero Coupon Rated Listed Secured Non Convertible Debentures of face value of Rs.1,000,000 each for a tenor of 5 years. These Debentures are secured by first pari passu charge over immovable property of the Company in Gujarat and pledge over 33,242,071 (Previous Year 3,11,50,000) equity shares of RGAM Investment Advisers Private Limited (formerly RGAM Corporation Private Limited) held by the Company. During the year ended March 31, 2014, the Company has bought back and cancelled 1,240 Zero Coupon Secured Rated Listed Non Convertible Debentures face value of Rs. 1,000,000 each.

5.2 Details of Privately Placed Un Secured Compulsory Convertible Debentures (CCD''s) outstanding as on March 31, 2014 are as below

During the previous year ended March 31, 2013, Board of Directors at its meeting held on September 29, 2012 and Extra - Ordinary General Meeting of Shareholders held on October 26, 2012 have approved to offer and allot 1,000 equity shares of the face value of Rs. 10/- each on a preferential allotment basis to International Finance Corporation ("IFC"), a member of the World Bank Group, at an issue price of Rs. 315.85/- per equity share determined in accordance with the SEBI (ICDR) Regulations, 2009 and upto 45,00,000 CCDs of the face value of Rs. 1000/- each, to be allotted at par, on a preferential allotment basis to IFC in accordance with the SEBI (ICDR) Regulations, 2009, subject to the overall investment by IFC not exceeding USD 75 Million. Accordingly, Share Allotment Committee of the Company in its meeting held on May 6, 2014 has allotted 12,817,331 Equity Shares of face value of Rs. 10 each to International Finance Corporation ("IFC") pursuant to conversion of all CCD (4,048,354) of face value of Rs. 1000 each.

9.2 None of the loans have been guaranteed by the directors. There is no default as on the balance sheet date in repayment of principal loans and interest.

12.1 Contingency provision represents 0.25% of the Outstanding Standard Loans, which is in compliance with RBI notification number RBI/2010-11/370 DNB.PD.CC No.207/03.02.2002/2010-11 dated January 17, 2011.

13.1 There are no adjustments to Tangible Assets on account of borrowing costs and exchange differences. There is no revaluation of assets during the year.

14.1 There are no adjustments to Intangible Assets on account of borrowing costs and exchange differences. There is no revaluation of assets during the year.

15.3 Pursuant to Clause 19.3 and 19.4 of JV agreement dated December 12, 2006 and supplementary agreement dated June 19, 2007 entered into between Aegon India Holding N.V. ("Aegon"), Religare Enterprises Limited, Aegon has provided capital protection through an irrevocable Bank Guarantee (BG) from Royal Bank of Scotland (India) covering the capital contribution with compounding return at an agreed rate(s) between the aforesaid joint venture partners.The aforesaid BG has been assigned in favour of Non-Convertible Debentures ("NCD") holders of the Company referred in Note 5.1.

The compounded return in excess of investment made will be recognised in the Standalone Financial Statement on invocation of BG or exit by sale of investment pursuant to the aforesaid agreement or on obtaining Core Investment Company ("CIC") registration from Reserve Bank of India ("RBI"), whichever is earlier. In view of the aforesaid capital protection no provision for dimunition in the value of the said long term investment has been made in the standalone accounts..

20.2 During the previous year ended March 31, 2013 the Company has sold 100% equity shares of the SMPL Financial Consultancy Services Limited (formerly Religare Financial Consultancy Services Limited) on March 26, 2013 at an aggregate price of Rs. 50,000,000 and incurred loss on such sale of Rs. 971,000,000. During the year, the company has received Rs. 25,000,000 (Previous Year Rs.100,000) against such consideration and balance amount was deferred as per terms of the Share Purchase Agreement..

22 Revenue from Operations

(i) The company has received and accounted for dividend income from Religare Finvest Limited (RFL), a subsidiary of the Company @ Rs. 2.60 per equity share for the year ended March 31, 2013 (Previous Yar Rs. 5.50 per equity share) (ii) The company has realised profit on buy back of equity share of subsidiary companies aggregating to Rs. 956,033,718.

# During the year ended March 31, 2014 the Company has sold:

(i) Its entire holding in equity and preference shares of the Religare Wealth Management Limited (formerly Religare Macquarie Wealth Management Limited) to its wholly owned subsidiary Religare Securities Limited at an aggregate price of Rs. 123,059,200 and incurred loss on such sale of Rs. 601,440,800. Accordingly provision held on dimunition in value of long term investments for Rs. 650,000,000 has been written back.

(ii) 100% equity shares of the Vistaar Capital Advisors Limited (formerly Vistaar Religare Capital Advisors Limited ) and incurred a loss of Rs. 47,526,293. Accordingly provision held on dimunition in value of long term investments for Rs. 36,078,494 has been written back.

(iii) 25% equity shares of the Religare Arts Initiative Limited and incurred a loss of Rs. 101,914,022. Accordingly provision held on dimunition in value of long term investments for Rs. 101,925,000 has been written back.

During the previous year ended March 31, 2013 the Company has sold 58,600,000 equity shares of SMPL Financial Consultancy Services Limited (SMPL) (formerly Religare Financial Consultancy Services Limited) of the book value of Rs. 1,021,000,000 at Rs. 50,000,000 resulting a loss of Rs. 971,000,000. Accordingly provision held on dimunition in value of long term investments for Rs. 990,000,000 has been written back

25.1 There are no finance costs arising on account of exchange gain difference on account of foreign borrowings.

27.3 Recovery of Expenses in Note No. 24 "Employee Benefit Expenses" represents the amount of Rs. 1,631,553 (March 31, 2013 Rs. 32,741,821) reimbursed by the Group Entities towards the Insurance personnel cost and in Note 27 "Other Expenses" represents the amounts of Rs. 526,976,901 (March 31, 2013: Rs. 500,447,107) reimbursed by the Group Entities towards the cost of shared common facilities as per mutually agreed terms with such entities.

29 Contingent Liabilities

Particulars As at March 31, 2014 As at March 31, 2013 (Amount in Rs.) (Amount in Rs.)

(a) Other money for which the company is contingently liable

- Disputed Tax Demands not provided for 48,154,512 32,143,763

- Claim against the company not acknowledged as debts 2,096,938 1,361,773

- Underwriting commitments / obligations for shares/ debentures (Refer Note (i)/ (ii) below) 5,451,750,000 6,257,840,000

Total 5,502,001,450 6,291,345,536

(i) During the previous year ended March 31, 2012, the Company has consented to infuse additional capital 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 outstanding borrowings should cover subsequent refinancing by any other lender. The additional capital infusion is restricted to a maximum limit of Rs. 11,198,324,647. The aforesaid commitment is subject to compliance with terms of the tripartite agreement between the Company, RCML and RHC Holding Private Limited (RHCPL). The said capital commitment has been disclosed as a contingent liability in the financial statements of the Company.

(ii) Pursuant to the above agreement and amendment thereon, during the year ended March 31, 2014, the company upon request of RCML, paid a portion of balance amount for subscribed 620,000,000 0.002% Cumulative Non-Convertible Redeemable Preference Shares of Rs.10 each aggregating to Rs. 806,000,000 (Previous Year Ended March 31, 2013 Rs. 81,00,000,000) for the purpose of satisfying the Financial Commitments. Thus, afore said capital commitment / contingent liability of the company is reduced up to Rs. 2,294,000,000.

(iii) Exceptional item

Due to severe long term restrictions imposed on RCML in line with Para 11 of Accounting Standard (AS 21) of Institute of Chartered Accountants of India (ICAI) and considering financial position of RCML, the company has made provision of investments in equity shares of book value of Rs. NIL (Previous Year Ended March 31, 2013 Rs. Nil) and preference shares of book value of Rs. 806,000,000 (Previous Year Ended March 31, 2013 Rs. 8,100,000,000).

32 Employees Benefit

The following tables summarize the components of the net employee benefit expenses recognized in the Statement of Profit and Loss, the fund status and amount recognized in the Balance Sheet for the gratuity and leave encashment for the year ended March 31, 2014.

As at March 31, 2014, the accrued leave balance of the transferred employees is Nil, the Company has reversed the excess provision created in earlier years. Accordingly no actuarial valuation has been made for leave encashment.

Further there are no employee eligible for gratuity and no provision is provided for.

34 Other Notes

a. During the year ended March 31, 2011, the Company has been registered as a Non-Banking Financial Institution without accepting public deposits w.e.f. June 18, 2010 under Section 45 IA of Reserve Bank of India Act, 1934 governed by NBFC Directions. Based on the asset and income pattern, the Company has been classified as an Investment Company.

Pursuant to the Regulatory Framework for Core Investment Companies (CICs) issued by RBI dated August 12, 2010 and revised regulatory framework dated January 5, 2011, the Company has filed specified application to RBI for registration as Non-Deposit Accepting Systematically Important - Core Investment Company (CIC-ND-SI) and same is pending for approval.

b. Disclosure of details as required by Para 5 of Reserve Bank of India Circular No. DNBS (PD), CC. No. 125/03.05.002/ 2008-09, dated 01-08-2008:

Notes: (i) For the computation of Net Owned Fund/ CRAR, the company has considered Investments in subsidiary companies/ joint ventures are considered at net value (net of provision for diminution in value of long term investments) as on March 31, 2014 and March 31, 2013.

(ii) ) One of the subsidiaries of the Company, RGAM Investment Advisers Private Limited (RGAMIAPL) remitted money outside India under Explanation of Regulation 6(3) of the Foreign Exchange Management Act (FEMA), 1999 and regulations contained therein. For the year ended March 31, 2013, due to inadequacy of net worth (as per audited financials) of RGAMIAPL required for remittance, the Company allowed its net worth of Rs. 750,000,000 to be used for the purpose of remittance under FEMA Notification 120 of 2004. As at March 31, 2014 the networth of RGAMIAPL is adequate for the purpose of foreign remittance and in accordance with FEMA Regulations and Nil networth of the company is used.

(iii) The substantial proceeds of borrowings comprises of Compulsory Convertible Debentures (CCDs) and Non Convertible Debentures (NCDs)) issued by the company for the year ended March 31, 2014 aggregating to Rs. 17,513,354,000 (Previous Year Rs. 12,503,354,000), which has been invested in its subsidiaries/JV companies/ group companies. This has resulted in negative CRAR despite of strong owned fund of Rs. 19,747,717,227 (Previous Year Rs. 19,726,561,048).

(iv) Individual / group exposure limit for investments with certain subsidiaries and group exposure for investments and loans / advances with subsidiaries/ joint ventures/ group companies have exceeded the prescribed limit as per Paragraph 18 of NBFC Directions. However, the Department of Non-Banking Supervision, Reserve Bank of India (RBI-DNBS) has vide its letter DNBS.NSDI.No.1479/05.18.160/2013-14 dated September 25, 2013 granted an exemption from the applicability of Exposure Norms till June 30, 2014 or CIC Registration whichever is earlier.

36. Other Notes

a. Classification of Loans and Advances and provision for Non-Performing Assets/ Provison for dimunition of Investments Other than Long Term has been made in accordance with the NBFC after considering subsequent recoveries and realizable value of investments respectively. Provision for Long Term Investment is made as per Accounting Standard (AS) -13 of Institute of Chartered Accountant of India (ICAI).

b. There are no transactions during the year with Micro, Small and Medium enterprises and as such there is no balance outstanding as at March 31, 2014

c. During the financial year ended March 31, 2012, the Company had paid remuneration to Chairman and Managing Director in excess of the limits prescribed under section 198 read with Schedule XIII by Rs. 760.62 lacs, as per the terms of agreement subject to approval of Ministry of Corporate Affairs (MCA). The application made to the MCA in the previous year for approval of excess remuneration paid had been rejected during the year, since the member''s special resolution restricted the remuneration to 5% of net profit calculated under section 198 of the Companies Act, 1956 or as per schedule XIII of the Companies Act, 1956. Subsequently, during the year, the Company has re submitted the application to MCA together with a special resolution of members approving waiver of excess remuneration paid. The matter is pending with MCA for approval. During the current year, the Company has reversed the excess remuneration so paid and included in Other Income. The amount receivable is held in trust by the Chairman and Managing Director.

The aforesaid excess remuneration paid in FY 2011-12 is being offered for disallowance for tax during the course of assessment for AY 2012-13. Accordingly, during the current year, the tax liability of Rs. 246.78 lacs on reversal of excess remuneration is disclosed as provision for tax for previous years.

d. The provision for Income Tax for year ended March 31, 2014 has been made on an estimated basis in accordance with the provision of Income Tax Act, 1961 of India. No provision has been made for Corporate Dividend Tax in view of Exemption u/s 115-O of Income Tax Act, 1961.

j. Operating Cycle

An asset or a liability is classified as current when it satisfies any of the following criteria:

a. it is expected to be realized / settled, or is intended for sale or consumption, in the Company''s normal operating cycle; or

b. it is held primarily for the purpose of being traded; or

c. it is expected to be realized / due to be settled within twelve months after the reporting date; or

d. it is cash or cash equivalent unless it is restricted from being exchanged or used to settle a liability for at least twelve months after the reporting date; or

e. the Company does not have an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.

All other assets and liabilities are classified as non-current.

j) During the previous year ended March 31, 2012 Religare Finvest Limited (RFL), one of the subsidiaries of the company, has raised 150 cr and 200 cr from Avigo Investments Limited, Mauritius and Nylim Jacobs Ballas India Fund III, LLC respectively through compulsory convertible preference shares, the conversion of which is linked to the performance of the said subsidiary for the financial year 2013. Pursuant to the tripartite agreement, REL has given assurance to compensate shortfall in Internal Rate of Return (IRR) of 14% p.a. subject to the terms of agreement.

In the opinion of the management of the company, the probability of any liability towards the said assurance is remote considering the track record of financial results, distribution of profits, networth of RFL and the value of shares based on the similar issues in the prior years which justifies higher IRR than 14% on exit of the said investors. Accordingly, management of the company is not anticipating any future liability on this assurance.

h. The Company operates in only one business segment and one geographical segment and hence segment information is not required as per Accounting Standard -17.

5. Previous Year Figures

Previous year figures have also been regrouped, re-arranged and reclassified wherever necessary to conform to the current period''s classification.

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Mar 31, 2013

1 OVERVIEW

Religare Enterprises Limited ("REL" or "the Company") is a leading emerging markets financial services company in India. REL was originally incorporated as a private limited company under the Companies Act, 1956 on January 30, 1984.

The Company is listed on National Stock Exchange (NSE) of India Limited and BSE Limited (BSE). The Company is also registered with the Reserve Bank of India as a Non- Banking Financial Institution without accepting public deposits under section 45 IA of RBI Act, 1934 governed by Non-Banking Financial (Non Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007 ("NBFC Directions"). More than 90% of its total assets is invested in long term investments in group companies.

REL is a diversified financial services company with presence in India and abroad operating through its Indian and overseas subsidiaries. The Subsidiaries, Joint Ventures and Associates are primarily engaged in the business of broking in securities and commodities, lending and investments, financial advisory services, custodial and depository operations, portfolio management services, asset management and insurance, institutional equities and investment banking services to its clients.

2.1 Recovery of Expenses in Note No. 25 "Employee Benefit Expenses" represents the amount of Rs. 32,741,821 (March 31, 2012 Rs. 80,505,896) reimbursed by the Group Entities towards the Insurance personnel cost and in Note 28 "Other Expenses" represents the amounts of Rs. 500,447,107 (March 31, 2012: Rs. 736,351,359) reimbursed by the Group Entities towards the cost of shared common facilities as per mutually agreed terms with such entities.

3 Contingent Liabilities

Particulars As at March 31, 2013 As at March 31, 2012 (Amount in Rs.) (Amount in Rs.)

(a) Other money for which the company is contingently liable

- Disputed Tax Demands not provided for 32,143,763 26,948,590

- Claim against the company not acknowledged as debts 1,361,773 1,603,666

- Underwriting commitments / obligations for shares/ debentures (Refer Note (i)/ (ii) below) 6,257,840,000 14,408,574,647

Total 6,291,345,536 14,437,126,903

(i) During the previous year ended March 31, 2012 and pursuant to the terms of the tripartite agreement between the Company, RCML and RHC Holding Private Limited ("RHCPL"), the Company has consented to infuse additional capital of upto Rs. 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.

(ii) 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 is Rs. 3,100,000,000 and has been disclosed as a contingent liability in the financial statements of the Company.

(iii) Exceptional item "Due to severe long term restrictions imposed on 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).

4 Employees Benefit

The following tables summarize the components of the net employee benefit expenses recognized in the Statement of Profit and Loss, the fund status and amount recognized in the Balance Sheet for the gratuity and leave encashment for the year ended March 31, 2013.

5 Segment Reporting:

1 Business Segment:

(i) The business segment has been considered as the primary segment.

(ii) The Company''s primary business segments are reflected based on principal business activities, the nature of service, the differing risks and returns, the organization structure and the internal financial reporting system.

(iii) The Company''s primary business comprises of three business segments viz., Investment & Financing Operations and Support Services.

(iv) Segment revenue, results, assets and liabilities include amounts identifiable to each segments allocated on a reasonable basis.

(v) The accounting policies adopted for segment reporting are in line with the accounting policies adopted for preparation of financial information as stated in (1) above.

6 Related Party Disclosures

(a) (i) Subsidiaries Religare Securities Limited

Religare Finvest Limited

Religare Finance Consultancy Services Limited (formerly Religare Insurance Broking Limited) ceased to be subsidiary w.e.f. 26/3/ 2013)

Religare Finance Limited

Religare Capital Markets Limited

REL Infrafacilities Limited

Religare Arts Initiative Limited

Religare Health Insurance Company Limited

Vistaar Religare Capital Advisors Limited

Religare Capital Markets (India) Limited (w.e.f August 1, 2011)

RGAM Corporation (P) Limited (w.e.f. October 12, 2011) (formerly known as Shreyas Stocks (P) Limited)

Religare Commodity Broking (P) Limited (w.e.f. October 12, 2011) (formerly known as Shreyas Advisory Services (P) Limited)

(ii) Subsidiaries of Subsidiary Religare Arts Investment Management Limited

Religare Asset Management Company (P) Limited (formerly known as Religare Asset Management Company Limited)

Religare Global Asset Management Inc. (wholly owned subsidiary of RGAM Corporation Private Limited)

Religare Trustee Company Private Limited (formerly known as Religare Trustee Company Limited)

Religare Venture Capital Limited (became subsidiary of Religare Securities Limited w.e.f. October 11, 2011)

Religare Advisory Services Limited

Religare Commodities Limited

Religare Investment Advisors Limited

Northgate Capital Asia (India) Limited

Religare Bullion Limited

Religare Housing Development Finance Corporation Limited (formerly Maharishi Housing Development Finance Corporation Limited)

Religare Share Brokers Limited

Religare Capital Markets International (Mauritius) Limited

Religare Capital Markets International (UK) Limited

Religare Capital Markets (Europe) Limited (formerly Religare Capital Markets Plc)

Religare Global Asset Management (HK) Limited (formerly Religare Capital Markets (HK) Limited (dissolved w.e.f. 06/07/ 2012)

Religare Health Trustee Manager Pte Limited (became subsidiary of RGAM Corporation (P) Limited w.e.f. October 12, 2012)

Hichens, Harrison (Middle East) Limited (dissolved wef December 18, 2012)

Hichens, Harrison (Ventures) Limited

Religare Capital Markets (UK) Limited

Religare Capital Markets (Pty) Ltd (formerly Religare Hichens Harisons (Pty) Ltd)

Religare Capital Markets Corporate Finance Pte Limited (formerly known as Religare Capital Markets Advisers Pte. Ltd.)

London Wall Nominees Limited

Charterpace Limited

HH1803.com Limited (dissolved w.e.f. October 30, 2012)

Tobler (Mauritius) Limited Tobler UK Limited

Religare Global Asset Management Japan Co. Limited

Religare Investment Holdings (UK) Limited

Religare Securities Australia Pty Limited (Formerly known as Relsec Australia Pty. Ltd)

Bartleet Religare Securities (Private) Limited (formerly known as Bartleet Mallory Stock Brokers Private Ltd)

Bartleet Asset Management Private Limited

Religare Bartleet Capital Markets Private Limited

Relsec Nominees No.1 Pty Limited (dissolved w.e.f. November 11, 2012)

Relsec Nominees No.2 Pty Limited (dissolved w.e.f. November 11, 2012)

Northgate Capital LLC

Northgate Capital LP

Kyte Management Limited (KML) (w.e.f.09/12/2010) Became subsidiary of Religare Capital Markets International (Mauritius) Limited w.e.f. 16-03-2012

Religare Capital Markets (Hong Kong) Limited (formerly known as Central Joint Enterprises Limited)

Religare Capital Markets (Singapore) Pte Limited (formerly known as Central Joint Enterprises Pte Limited, Singapore)

Noah Capital Markets (EMEA) Limited (formerly known as Religare Capital Markets (EMEA) Limited) ceased to be subsidiary of RCML w.e.f February 28, 2013

Strategic Research Limited

Noah Capital Markets (Pty) Limited (formerly Religare Noah Capital Markets (Pty) Limited (ceased to be subsidiary of RCML w.e.f February 28, 2013)

BJM (UK) Nominee Ltd (ceased to be step down subsidiary of RCML w.e.f. February 28, 2013)

Religare Capital Markets (Beijing) Limited

Landmark Partners LLC

Landmark Realty Advisors LLC

Landmark Equity Advisors LLC

Religare Capital Markets Inc.

Millpound Associates LLc

Big Vision Land Developers (P) Limited (became subsidiary of Religare Finvest Limited w.e.f. December 31, 2012)

Cheryl Advisory (P) Limited (became subsidiary of Religare Finvest Limited w.e.f. December 31, 2012)

Empower Estate Developers (P) Limited (became subsidiary of Religare Finvest Limited w.e.f. December 31, 2012)

(iii) Joint Ventures of Subsidiaries Milestone Religare Investment Private Limited (w.e.f. 08.04.2009 as Joint Venture of Religare Venture Capital Limited)

Milestone Religare Capital Management Limited

(b) Joint Ventures Religare Macquarie Wealth Management Limited

Aegon Religare Life Insurance Company Limited

(c) Individuals owning directly or indirectly Mr. Malvinder Mohan Singh interest in voting power that gives them control Mr. Shivinder Mohan Singh

(d) Key Management personnel Mr. Sunil Godhwani

Mr. Shachindra Nath (resigned from Directorship w.e.f January 24, 2013)

Mr. Anil Saxena (resigned from Directorship w.e.f January 24, 2013)

(e) Enterprises over which key (d) and (e) are able to exercise significant influence

RHC Holding Private Limited RC Nursery Private Limited Luxury Farms Private Limited

Dion Global Solutions Limited (formerly Religare Technova Limited)

Religare Technologies Limited

Religare Wellness Limited (formerly Fortis Health world Limited)

Ligare Travels Limited (formerly Religare Travel (India) Limited)

SRL Limited (formerly Super Religare Laboratories Limited)

Religare Aviation Limited (Formerly known as Ran Air Services Limited)

RHC Finance Private Limited

Hospitalia Information Systems Private Limited

7 Other Notes

a. During the year ended March 31, 2011, the Company has been registered as a Non-Banking Financial Institution without accepting public deposits w.e.f. June 18, 2010 under Section 45 IA of Reserve Bank of India Act, 1934 governed by NBFC Directions. Based on the asset and income pattern, the Company has been classified as an Investment Company.

Pursuant to the Regulatory Framework for Core Investment Companies (CICs) issued by RBI dated August 12, 2010 and revised regulatory framework dated January 5, 2011, the Company has filed specified application to RBI for registration as Non-Deposit Accepting Systematically Important - Core Investment Company (CIC-ND-SI) and same is pending for approval.

b. Disclosure of details as required by Para 5 of Reserve Bank of India Circular No. DNBS (PD), CC. No. 125/03.05.002/ 2008-09, dated 01-08-2008:

8 Previous Year Figures

Previous year figures have also been regrouped, re-arranged and reclassified wherever necessary to conform to the current year''s classification.

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Mar 31, 2012

1. OVERVIEW

Religare Enterprises Limited ("REL" or "the Company") is a leading emerging markets financial services company in India. REL was originally incorporated as a private limited company under the Companies Act, 1956 on January 30, 1984.

The Company is listed on National Stock Exchange (NSE) and BSE Limited (BSE). The Company is also registered with the Reserve Bank of India as a Non- Banking Financial Institution (Non-Deposit Accepting) under section 45 IA of RBI Act, 1934. More than 90% of its total assets is invested in long term investments in group companies. REL is a diversified financial services company with presence in India and abroad operating through its Indian and overseas subsidiaries. The Subsidiaries, Joint Ventures and Associates are primarily engaged in the business of broking in securities and commodities, lending and investments, financial advisory services, custodial and depository operations, portfolio management services, asset management and insurance, institutional equities and investment banking services to its clients.

2.1 The rights, preferences and restrictions attaching to equity shares including restrictions on the distribution of dividends and the repayment of capital is as under:

The Company has only one class of equity shares having a face value of Rs 10 per share. Each shareholder is entitled to one vote per share. The company declares and pays dividend in Indian Rupee. The dividend proposed by the Board of the Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting except in case of Interim Dividend. In the event of the liquidation of the company, the holder of the equity shares will be entitled to receive any of the remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion of the number of the equity shares held by the equity share holders.

The rights, preferences and restrictions attaching to Preference Shares including restrictions on the distribution of dividends and the repayment of capital is as under:

The company has three classes of Preference Shares:

13.66% Cumulative Redeemable Preference Shares

The face value of each share is Rs. 10. The shares shall have same voting rights applicable to the preference shares under the Companies Act, 1956. Each preference share entitles the holder a right to receive, in priority to Equity shareholder, preference dividend on cumulative basis at a rate not exceeding 13.66% per financial year. In the event of liquidation of the Company, the holder is entitled to receive in priority to all equity shares, amount equal to the total of paid up capital plus the redemption premium, any unpaid dividend as per the terms of issue. The shares are allotted in three tranches on October 31, 2008, December 3, 2010 and April 27, 2011 having face value of Rs. 250,000,000, 120,000,000 and Rs. 130,000,000 respectively at Rs.100 each (including premium of Rs. 90 per share).

11.00% Cumulative Non-Convertible Redeemable Preference Shares

The face value of each share is Rs. 10. The shares shall have same voting rights applicable to the preference shares under the Companies Act, 1956. Each preference share entitles the holder a right to receive, in priority to Equity shareholder , preference dividend on cumulative basis at a rate not exceeding 11.00% per financial year. In the event of liquidation of the Company, the holder is entitled to receive in priority to all equity shares, amount equal to the total of paid up capital plus the redemption premium, any unpaid dividend as per the terms of issue. The shares were allotted in one tranche on November 12, 2011 having face value of Rs. 35,000,000 at Rs. 100 each (including a premium of Rs. 90 per share).

0.01% Cumulative Non-Convertible Redeemable Preference Shares

The face value of each share is Rs. 10. The shares shall have same voting rights applicable to the preference shares under the Companies Act, 1956. Each preference share entitles the holder a right to receive, in priority to Equity shareholder , preference dividend on cumulative basis at a rate not exceeding 0.01% per financial year. In the event of liquidation of the Company, the holder is entitled to receive in priority to all equity shares, amount equal to the total of paid up capital plus the redemption premium, any unpaid dividend as per the terms of issue. The shares were allotted in one tranche on January 24, 2012 having face value of Rs. 26,000,000 at Rs. 100 each (including a premium of Rs. 90 per share).

The redemption of above class of shares can be made either out of the profits of the Company or proceeds of fresh issue of shares made for the purpose of redemption

The repayment terms of preference shares issued to a promoter group entity are as below:

2.2 Pursuant to Board Resolution dated November 12, 2011 the Company has withdrawn the Rights Issue with Securities and Exchange Board of India (SEBI) and the Company proposes to utilise the advance share application money received towards issuance of securities on preferential basis to one or more entities of promoters/ promoter group. On March 27, 2012 the company has refunded the share application money to RHC Finance Private Limited and allotted 9,597,156 equity shares of Rs 10 each at a price of Rs 422 per share (including premium of Rs 412 per share) to Hospitalia Information Systems Private Limited, wholly owned subsidiary of RHC Finance Private Limited, one of the promoter group company.

During the year ended March 31, 2011 the Company on preferential basis, Issued and allotted 11,235,954* equity shares of Rs 10 each at a price of Rs 445 per equity share(including premium of Rs 435 per equity share) for cash to a promoter group entity.

* inclusive of conversion of optionally convertible warrants

2.3 The particulars of shares reserved for issue under options are as under:

Refer note 36 (d) for details of shares to be issued under the Employee Stock Option Plan.

2.4 There are no shares bought back by the company during the period of five years immediately preceding the balance sheet date. There are no securities that are convertible into equity/ preference shares other than Para 3.5 above.

There are no shares bought back by the company during the period of five years immediately preceding the balance sheet date. There are no securities that are convertible into equity/ preference shares other than Para 3.5 above.

3.1 Deferred Tax Assets and Deferred Tax Liabilities have been offset as they relate to the same governing taxation laws.

4.1 Exceptional Item:

Exceptional item represents Company's investment in Religare Capital Markets Limited (RCML) in equity shares of book value of Rs. 3,855,500,000 and preference shares of book value of Rs. 2,500,000,000 which have been fully provided for in view of severe long term restrictions stipulated in tripartite agreement between the Company, RCML and RHC Holding Private Limited (RHCPL).

4.2 None of the loans have been guaranteed by the directors. There is no default as on the balance sheet date in repayment of loans and interest.

5.1 Contingency provision above includes 0.25% of the outstanding standard assets, which is in compliance with RBI notification number RBI/2010-11/370 DNB.PD.CC No.207/03.02.2002/2010-11 dated January 17, 2011.

6.1 There are no adjustments to Tangible Assets on account of borrowing costs and exchange differences. There are no revaluation of assets during the year.

7.1 There are no adjustments to Intangible Assets on account of borrowing costs and exchange differences. There are no revaluation of assets during the year.

7.2 The company had acquired / transferred/ disposed its investments in subsidiaries and others as below :

Year Ended March 31, 2012

(a) Acquired

(i) Through Religare Global Asset Management Inc., USA (RGAM), a wholly owned subsidiary: (i) 55% stake in Landmark Partners LLC, USA. (ii) 40% stake in Investment Professionals Limited, Mauritius

(ii) 100% stake in RGAM Corporation Private Limited (formerly known as Shreyas Stocks Private Limited) and Religare Commodity Broking Private Limited (formerly known as Shreyas Advisory Services Private Limited) and the said entities have become wholly owned subsidiaries of the Company with effect from October 12, 2011

(b) Sold/ Transferred

(i) Sold 9,000,000 preference shares of Religare Capital Markets Limited of the book value of Rs 450,000,000 at Rs 452,250,000 to one of the promoter group entity.

(ii) 30,050,000 equity shares of Religare Venture Capital Limited (RVCL) at a book value of Rs. 300,500,000 to Religare Securities Limited (RSL), a wholly owned subsidiary of the Company. As a result, RVCL became wholly owned subsidiary of RSL and step down subsidiary of the Company.

Subsequent to the Balance Sheet date, the company has transferred 67,480 equity shares of Religare Global Asset Management Inc., USA ("RGAM Inc") to RGAM Corporation Private Limited ("RGAMCPL"), a wholly owned subsidiary of the company. As a result, RGAM Inc. became subsidiary of RGAMCPL and step down subsidiary of the Company.

Year Ended March 31, 2011

(a) Acquired

(i) 100% stake in Religare Global Asset Management Inc, USA (RGAM). The acquisition is effective from December 01, 2010.

(ii) 70% stake in Northgate Capital, LLC and Northgate Capital LP (in USA) through Religare Global Asset Management Inc, USA (RGAM) a wholly owned subsidiary of the Company. Further, Northgate Capital LLC had an existing subsidiary, Northgate Capital Asia Limited which consequent to the above acquisition also become our subsidiary.

(b) Sold/Transferred

(i) 2,000,000 equity shares of Religare Commodities Limited (RCL) at a book value of Rs. 37,500,000 to Religare Securities Limited (RSL), a wholly owned subsidiary of the Company. As a result, RCL became wholly owned subsidiary of RSL and step down subsidiary of the Company.

(ii) Transferred 34,998,250 equity shares at book value of Rs.973,340,159 in Religare Housing Development Finance Corporation Limited (RHDFCL) to Religare Finvest Limited (RFL), a wholly owned sub- sidiary of the Company. As a result RHDFCL became subsidiary of RFL and step down subsidiary of the Company.

(iii) Sold 50,000 equity shares of the book value of Rs.500,000 of Religare United Soccer Limited (RUSL) in equal proportion to RHC Finance Private Limited and Today Holdings Private Limited. As a result RUSL ceases to be subsidiary of the Company.

(iv) Sold the long term investment of 1,741,171 equity shares in Karnataka Bank Limited of the book value of Rs. 240,112,963 at Rs. 332,233,526 (net of charges).

7.3 Pursuant to Capital Protection Clause in Aegon Religare Life Insurance Joint Venture Agreement (JV) with one of the JV partner, the investment in the Aegon Religare Life Insurance Company Limited is protected. Accordingly, no provision for dimunition in value of investment is required.

8.1 Religare Enterprises Limited Employee Stock Appreciated Rights (SAR) Scheme 2007 was made effective from November 17, 2007. The Vesting of Stock Appreciation Rights (SARs) were due on April 1, 2008; April 1, 2009 and April 1, 2010, As at March 31, 2012, no rights were pending for exercise under the Scheme. The Company accounted for employee compensation cost for SARs allocated to the employees of the Company by amortising the excess of purchase price per share over the excess price per share over the period.

Accordingly, the Company has charged off Rs Nil (Year Ended March 31, 2011: Rs 1,03,000) in the Statement of Profit and Loss for the current year.

8.2 Provident Fund for eligible employees is managed by the Company through the "Religare Enterprises Limited Employees Provident Fund Trust ("Trust"), in line with the Provident Fund and Miscellaneous Provisions Act, 1952. The plan guarantees interest at the rate notified by the provident Fund Authorities. The contribution by the employer and employee together with the interest accumulated thereon are payable to the employees at the time of their separation from the Company or retirement, whichever is earlier. The benefits vests immediately on rendering of the services by the employee.

During the year ended March 31, 2012, the company has moved application to Regional Provident Fund Office for surrendering of trust and liquidated all securities and deposited to Provident Fund office held by the Trust upon advice from Employees Provident Fund Organisation (EPF).

8.3 The Company operates a gratuity plan through "Religare Enterprises Limited Group Gratuity Scheme" established as a trust. Every employee is entitled to a benefit equivalent to 15 days salary last drawn for each completed year of service in line with the Payment of Gratuity Act, 1972. The same is payable at the time of separation from the Company or retirement, whichever is earlier. The benefits vests after five years of continuous service.

9.1 Recovery of Expenses in Note No. 25 "Employee Benefit Expenses" represents the amount of Rs. 80,505,896 (March 31, 2011 Rs 17,911,875) reimbursed by the Group Entities towards the Insurance personnel cost, ESOP compensation on the basis of share option exercised by the employees of respective companies and in Note 28 "Other Expenses" represents the amounts of Rs 736,351,359 (March 31, 2011: Rs 542,256,449) reimbursed by the Group Entities towards the cost of shared common facilities.

10. Contingent Liabilities

Particulars As at March 31, 2012 As at March 31, 2011 Amount (Rs) Amount (Rs)

(a) Guarantees

- Guarantees given to the bankers and stock exchanges and others by the Company on behalf of subsidiaries - 6,899,632,000

(b) Other money for which the company is contingently liable

- Disputed Tax Demands not provided for 26,948,590 774,042

- Claim against the company not acknowledged as debts 1,603,666 -

- Underwriting commitments / obligations for shares/ debentures # 14,408,574,647 1,340,000,000

Total 14,437,126,903 8,240,406,042

* In respect of financial guarantees outstanding as on March 31,, 2011, the outstanding balances are as per the borrower's books instead of the face value of such guarantees.

# The Company has consented to infuse additional capital in 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 outstanding borrowings should cover subsequent refinancing by any other lender. The additional capital infusion is restricted to a maximum limit of Rs. 11,198,324,647. The afore- said commitment is subject to compliance with terms of the tripartite agreement between the Company, RCML and RHCPL. The said capital commitment has been disclosed as a contingent liability in the financial statements of the Company.

11. Segment Reporting

1. Business Segment:

(i) The business segment has been considered as the primary segment.

(ii) The Company's primary business segments are reflected based on principal business activities, the nature of service, the differing risks and returns, the organization structure and the internal financial reporting system.

(iii) The Company's primary business comprises of three business segments viz., Investment Operations, Financial Advisory Services and Support Services.

(iv) The accounting policies adopted for segment reporting are in line with the accounting policies adopted for preparation of financial information as stated in (1) above.

12. Other Notes

a. During the previous year ended March 31, 2011, the Company has been registered as a Non-Banking Financial Institution without accepting public deposits w.e.f. June 18, 2010 under Section 45 IA of Reserve Bank of India Act, 1934. Based on the asset and income pattern, the Company has been classified as an Investment Company.

Pursuant to the Regulatory Framework for Core Investment Companies (CICs) issued by RBI dated August 12, 2010 and revised regulatory framework dated January 5, 2011, the Company has filed specified application to RBI for registration as Non-Deposit Accepting Systematically Important - Core Investment Company (CIC-ND-SI) and same is pending for approval.

b. Disclosure of details as required by Para 5 of Reserve Bank of India Circular No. DNBS (PD), CC. No. 125/ 03.05.002/2008-09, dated 01-08-2008:

* In respect of financial guarantees given by the Company and outstanding as on March 31, 2011, the risk weights have been computed on the outstanding exposure as per the principal borrower's books instead of the face value of such guarantees. The company does not have any outstanding guarantee as on March 31, 2012.

* Investments in subsidiary companies are considered at net value (net of provision for diminution in value of long term investments) as on March 31, 2012 which was hitherto considered on gross basis.

Notes:

1. Religare Housing Development Finance Corporation Limited (RHDFCL), a company registered with National Housing Bank (NHB) became the subsidiary of the Company w.e.f June 15, 2009 with an investment of Rs.965,840,159. In December 3, 2010, the company has transfered its holding in RHDFCL to Religare Finvest Limited.

Employee Compensation Cost is accounted for as per intrinsic value method by amortizing the excess of fair market value over the exercise price over the vesting period. As at March 31, 2012 total amount amortized Rs. Nil (Year Ended March 31, 2011 Rs. 5,568,750) (net of cancellation). Accordingly, the Company has charged to Profit & Loss Account towards Employee Compensation cost Rs. Nil (Year Ended March 31, 2011 Rs. 869,000) (net of recovery) for the year ended March 31, 2011.

e. Disclosures of Transactions as required by Accounting Standard 19 on 'Leases'.

The Company has taken office premises at various locations and vehicles on operating lease and the lease rent in respect of the same have been charged under "Rent and Vehicle Maintenance and running expenses grouped under Miscellaneous expenses respectively" in Schedule 'P' to the Profit and Loss Account. The Agreements are executed for a period ranging between 1 to 5 years. There are no transactions in the nature of sub-lease but the office premises are occupied by the subsidiaries of the Company as permitted under the lease agreements entered by the Company with various landlords.

The minimum lease rentals for non-cancellable leases outstanding as at March 31, 2012, are as under:

f. Classification of Loans and Advances, Investments and provision for Non-Performing Assets/ Investments has been made in accordance with the Non- Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007 issued by Reserve Bank of India after considering subsequent recoveries and realizable value of investments respectively.

g. The classification of loans into standard, sub-standard and loss assets and investments have been disclosed at gross value and the corresponding provision against non-performing assets/ investments has been included under provisions in accordance with RBI guidelines.

h. There are no transactions during the year with Micro, Small and Medium enterprises and as such there is no balance outstanding as at March 31, 2012.

i. The provision for Income Tax for year ended March 31, 2011 has been made on as estimated basis in accordance with the provision of Income Tax Act, 1961 of India. No provision has been made for Corporate Dividend Tax in view of Exemption u/s 115-O of Income Tax Act, 1961.

j. Operating Cycle

An asset or a liability is classified as current when it satisfies any of the following criteria:

a. it is expected to be realized / settled, or is intended for sale or consumption, in the Company's normal operating cycle; or

b. it is held primarily for the purpose of being traded; or

c. it is expected to be realized / due to be settled within twelve months after the reporting date; or

d. it is cash or cash equivalent unless it is restricted from being exchanged or used to settle a liability for at least twelve months after the reporting date; or

e. the Company does not have an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.

All other assets and liabilities are classified as non-current.

13. Previous Year Figures

The financial statements for the year ended March 31, 2011 had been prepared as per the applicable, pre-revised Schedule VI to the Companies Act, 1956. Consequent to the notification of Revised Schedule VI under the Companies Act, 1956, the financial statements for the year ended March 31, 2012 are prepared as per Revised Schedule VI. Accordingly, the previous year figures have also been reclassified to conform to this year's classification. The adoption of Revised Schedule VI for previous year figures does not impact recognition and measurement principles followed for preparation of financial statements except for accounting for dividend on investments in subsidiaries.

"There is no other information apart from the information already disclosed above required to be disclosed pursuant to the relevant clauses of New Schedule VI as inserted to Companies Act by the Notification No.S.O. 447(E), Dated 28-2-2011 (As amended by Notification No. F.NO. 2/6/2008-CL-V, Dated 30-3-2011)".

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Mar 31, 2010

A. Capital Commitment:- Estimated amount of contracts (net of advances) exclusive of taxes remaining to be executed on capital account and not provided for Rs. NIL (Previous Year Rs. NIL)

b. CONTINGENT LIABILITIES

Claims against the Company not acknowledged as debts

(i) Claims against the Company not acknowledged as debts Rs. 0.77 lacs. (Previous Year Rs. 0.65 lacs).

Other money for which the Company is contingently liable:

(ii) In respect of margin requirements to be maintained with the Exchanges by the Subsidiary Companies, the Company has pledged the long term investments of 1,741,171 equity shares (Previous Year 1,741,171 equity shares) of Karnataka Bank Limited of the book value aggregating Rs. 2401.13 lacs (Previous Year Rs. 2401.13 lacs).

(iii) Corporate Guarantees given to the bankers by the Company on behalf of the Subsidiary Companies in respect of credit facilities availed by the said entities, aggregating Rs. 38,000 lacs (Previous Year Rs. 53,000 lacs).

(iv) The Company has accepted jointly and severally to act as a guarantor to ICICI Bank UK Plc (“Finance Party”) under the loan facility to Religare Capital Markets International (UK) Limited, a sub subsidiary of the Company, for discharge of all of borrower’s obligation to the extent of Rs. 40,840.47 lacs equivalent to USD 90 million. The draw-down amount of the said facility is Rs. 35,175.13 lacs equivalent to USD 78.16 million. The Company has made a commitment to contribute an amount of Rs. 3,000 lacs or Twenty percent (20%) of its share of the fund size, whichever is lower, to the fund (Milestone Fund), being managed by JV Company (Milestone Religare Investment Advisors (P) Limited).

(v) The Company has undertaken debenture underwriting obligation aggregating to Rs. 20,000 lacs in respect of NCD’s issued by one of its Subsidiary. The Company has outstanding debenture underwriting obligation aggregating to Rs. 6,000 lacs in respect of compulsory fully convertible unsecured debentures issued by one of its subsidiary.

(vi) The Company has given performance guarantees amounting to Rs. 31,162 lacs (previous year Rs. 5,500 lacs) to the bankers of lessor for prompt payment of lease rental by the Company, its subsidiaries and joint venture entity. The Guarantees have been given in respect of certain premises owned by lessor which have been taken on operating leases by the Company/its subsidiaries/joint venture entity.

(vii) Bank Guarantees given by the bankers on behalf of the Company in lieu of Security Deposit required to National Stock Exchange of India Limited amount of Rs. 1514.31 lacs (Previous Year Rs. NIL lacs).

c. Fixed Deposit with Scheduled banks includes Rs. 99 lacs (Previous Year Rs. 43,798 lacs) which is pledged with National Stock Exchange of India Limited and Bombay Stock Exchange of India Limited to meet base capital requirement of its subsidiaries and Rs. 155 lacs (Previous Year Rs. 1,014 lacs) against bank guarantee towards earnest money deposit.

d. The Company has issued during the previous year 13.66% 25,000,000 Cumulative Redeemable Preference Shares of Rs. 10 each at a premium of Rs. 90 per share aggregating to Rs. 2,500,000,000 to a promoter group entity. These Preference Shares are redeemable at a premium not exceeding Rs.150 per share at the end of 5 years or at on earlier date as per mutually agreed terms. It is intention of the Company that such premium payable will be paid by utilizing the Securities Premium Account as permissible under the provisions of section 78 of the Companies Act, 1956.

e. Pursuant to the Letter of Offer (LOF) dated January 19, 2010 the Company made rights issue of 51,107,401 shares of Rs. 10 each at a premium of Rs. 345 per share aggregating Rs. 181,431.27 lacs. The issue has been fully subscribed and the shares have been allotted on February 24, 2010 to the applicants and shares have been listed on the BSE and NSE.

g. At the Board meeting held on March 19, 2010, the Board of Directors of the Company had declared an interim dividend of Rs. 2 per equity share aggregating Rs. 2,556.28 lacs out of profits of the Company for the period. The Company also declared dividend on Cumulative Preference Shares at 13.66% for the period from October 31, 2008 to March 31, 2010 aggregating Rs. 483.71 lacs.

h. Employee Stock Option Plans

The Shareholders of the Company vide their resolution dated November 6, 2006 granted approval to ‘Religare Enterprises Limited Employee Stock Option Scheme 2006’ (the ‘Scheme’). The grant date for the Options is November 15, 2006. Under the said Scheme, 2,000,000 options of the Equity Share Capital of the Company have been granted to the employees of the Company and its subsidiaries and joint ventures at an exercise price of Rs. 140 per share. Employees covered by the Scheme are granted option to purchase shares of the Company subject to the requirements of vesting. These options vest uniformly over a period of 3 years, whereby 33% of options vest on each vesting date as per vesting schedule at the end of first and second year and 34% of options vest at the vesting date as per vesting schedule at the end of third year. The same are exercisable within a period of 9 years from the First Vesting date. As the fair value of the shares at the date of grant of options is less than the exercise price no amount has been charged to the Profit and Loss Account. Of the options remaining unalloted/cancelled, the Company has issued further 125,000 options to the employees of the Company and its subsidiaries/joint ventures at an exercise price of Rs. 140 per share on November 17, 2007. These 125,000 options vest uniformly over a period of 3 years, whereby 33% of options vest on each vesting date as per vesting schedule at the end of first and second year and 34% of options vest at the vesting date as per vesting schedule at the end of third year.

j. With an objective to motivate, reward and retain the performing employees, Religare Employee Stock Appreciated Right (SAR) Scheme 2007 was made effective from November 17, 2007.

SAR means non-assignable share equivalent granted to the employees of the Company i.e. Religare Enterprises Limited and employees of subsidiary/joint venture companies which entitles employees to receive increase in market price of share from base price of Rs.140 per share as on the exercise date.

33% of SAR granted has been vested on April 1, 2008, 33% has been vested on April 1, 2009, 34% SAR will be vested on April 1, 2010 respectively.

To administer the above SAR scheme a private Trust has been formed to acquire / purchase the Company’s equity shares (“Shares”) from the stock exchanges from time to time and on exercise of SAR by employees these shares would be sold by the Trust, the benefit of the appreciation in the price of shares over and above Rs. 140 per equity share would accordingly be passed to the employees in accordance with the scheme.

As at March 31, 2010 total number of SAR outstanding 217,852 (Previous Year 291,797) (net of cancellation) at an aggregate advance given by the company to the trust of Rs. 1102.98 lacs (Previous Year Rs. 1,821.24 lacs).

Out of which SAR allocated and outstanding to the employees of the company as on March 31, 2010 are 4567 (Previous Year 8,001) and Advance given by the company in the regards to Religare Employee SAR Trust is Rs.23.00 lacs (Previous Year Rs. 41.99 lacs).

Employee Compensation Cost for SAR allocated is accounted for amortizing the excess of purchase price per share over the vesting period. Accordingly the company has charged off Rs. 6.68 lacs (Previous Year Rs. 16.23 lacs) in the statement of Profit and Loss Account for the current year.

k. Employees’ Benefits – Gratuity and Leave Encashment

The following tables summarize the components of the net employee benefit expenses recognized in the profit and loss account, the fund status and amount recognized in the balance sheet for the gratuity and leave encashment for the year ended March 31, 2010.

l. Recovery of Expenses in Schedule ‘O’ “Personnel Expenses” represents the amount of Rs 823,201 (Previous Year Rs 22,57,712) reimbursed by the Group Entities towards the ESOP compensation cost on the basis of share option exercised by the employees of respective companies and in schedule ‘P’ “Administrative and other Expenses” represents the amounts of Rs 396,954,366 (previous year Rs 71,413,139) reimbursed by the Group Entities towards the cost of shared common facilities.

v. Disclosures of Transactions as required by Accounting Standard 19 on ‘Leases’.

The Company has taken office premises at various locations and vehicles on operating lease and the lease rent in respect of the same have been charged under “Rent and Vehicle Maintenance and running expenses grouped under Miscellaneous expenses respectively” in Schedule ‘P’ to the Profit and Loss Account. The Agreements are executed for a period ranging between 1 to 5 years. There are no transactions in the nature of sub–lease but the office premises are occupied by the subsidiaries of the Company as permitted under the lease agreements entered by the Company with various landlords.

m. Segment Reporting:

1. Business Segment:

(i) The business segment has been considered as the primary segment.

(ii) The Company’s primary business segments are reflected based on principal business activities, the nature of service, the differing risks and returns, the organization structure and the internal financial reporting system.

(iii) The Company’s primary business comprises of three business segments viz., Investment Operations, Financial Advisory Services and Support Services.

(iv) Segment revenue, results, assets and liabilities include amounts identifiable to each segments allocated on a reasonable basis.

(v) The accounting policies adopted for segment reporting are in line with the accounting policies adopted for preparation of financial information as stated in (1) above.

2. Geographical Segment :

The Company operates in one Geographic segment namely “Within India” and hence, no separate information for Geographic segment wise disclosure is required.

n. Consequent upon withdrawal of exemption as Non Banking Finance Company (NBFC) on April 09, 2009, Reserve Bank of India (RBI) has directed the Company to apply for registration as NBFC for continuing NBFI activity of investment in group and subsidiary companies. Pursuant to the application made, the Company obtained from RBI a Certificate of Registration (CoR) as NBFC on June 18, 2010. In the opinion of the management, prior to registration as NBFC, the Company is outside the purview of Non Banking Financial (Non Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions 2007 and, accordingly, has not complied with aforesaid directions.

o. Related Party Disclosures:

Nature of Relationship Name of Party

1) Subsidiaries Religare Securities Limited

Religare Finvest Limited

Religare Commodities Limited

Religare Insurance Broking Limited

Religare Venture Capital Limited

Religare Finance Limited

Religare Capital Markets Limited

Religare Realty Limited

Religare Arts Initiative Limited

Religare Health Insurance Company Limited

(Formerly Religare General Insurance Company Limited)

Religare United Soccer Limited (w.e.f. 08/04/2008)

Maharishi Housing Development Finance Corporation Limited

(w.e.f. 15/06/2009)

Vistaar Religare Capital Advisors Limited (w.e.f. 17/04/2009)

2) Joint Ventures Religare Macquarie Wealth Management Limited (formerly known

as Religare Wealth Management Services Ltd) (w.e.f 13/03/2008)

Aegon Religare Life Insurance Co Limited

(vide Joint Venture agreement dated 19/06/2007)

3) Subsidiaries of Subsidiary

Religare Capital Markets International

(Mauritius) Limited (w.e.f on 09/04/2008)

(formerly known as LM Capital Markets

International (Mauritius) Limited)

Religare Capital Markets International (UK) Limited

(became subsidiary of Religare Capital Markets

International (Mauritius) Limited)

(w.e.f. 09/04/2008) (formerly known as ENIGMACO Limited)

Religare Capital Markets Plc (formerly known as Religare

Hichens, Harrison Plc. (RHH Plc.) (become subsidiary of Religare

Capital Markets International (UK) Limited w.e.f. May 23, 2008)

Religare Arts Investment Management Limited (become

subsidiary of Religare Arts Initiative Limited w.e.f. 16/04/2008)

Religare Assets Management Company Limited

(become subsidiary of Religare Securities Limited w.e.f. 05/12/2008)

(formerly Lotus India Assets Management Company Private Limited)*

Religare Trustee Company Limited (w.e.f 05/12/2008)

(Trustee to Lotus India Mutual Fund)*

Religare Advisory Services Ltd.

(become subsidiary of Religare Venture Capital Limited)

(w.e.f 01/07/2009)

Hichens Harrison Commodities Limited**

(Dissolved w.e.f. February 16, 2010)

ARM Corporate Finance Limited**

(Previously Oakleigh Renown Ltd)

Blomfield Corporate Finance Limited**

Blomfield Capital Limited** (Dissolved w.e.f 26/05/2009)

Blomfield Investment Management Limited**

(Dissolved w.e.f 26/05/2009)

Blomfield Street Securities Limited**

Charterpace Limited**

Religare Capital Markets Pte Ltd.

(Formerly known as Religare Hichens, Harrison Pte Ltd.)**

Religare Capital Markets Inc.

(Formerly known as Religare Hichens Harrison Inc)**

HDIM Limited**

(Dissolved w.e.f 26/05/2009)

Hichens, Harrison (Asia) Ltd**( Dissolved w.e.f 26/05/2009)

Religare Hichens, Harrison (Pty) Limited**

Hichens, Harrison (Middle East) Ltd**

Hichens, Harrison (South America) Ltd**(Dissolved w.e.f 16/06/09)

Hichens, Harrison (Ventures) Ltd**

Hichens, Harrison (Derivatives) LLP**

London Wall Nominees Limited**

African Bio Fuels Ltd**(Dissolved w.e.f 26/05/09)

Asian Bio Fuels Ltd**( Dissolved w.e.f 19/05/2009)

African Wireless Ltd**( Dissolved w.e.f 26/05/2009)

South American Wireless Telecommunications Ltd**

(Dissolved w.e.f 26/05/2009)

Student Accommodation Company (India) Ltd**

(Dissolved w.e.f 26/05/2009)

Religare Hichens Harrison Consultoria Internacional Ltda**

HH1803.Com Limited**Claridge House Services

Limited**Hichens,Harrison(North America) Limited**

(Dissolved w.e.f 26/05/2009)

Hichens Investment Management Limited**

(Dissolved w.e.f 26/05/2009)

African Communications Services Proprietary Ltd**

Blamire Ltd**

Tobler (Mauritius) Limited**

(wholly owned subsidiary of RHH Plc w.e.f June 4, 2009)

Tobler UK Limited**

(wholly owned subsidiary of RHH Plc w.e.f June 4, 2009)

Vivaldi Corporate Finance Limited** ( Dissolved w.e.f 26/05/2009)

Hichens, Harrison (Africa) Limited**(Dissolved w.e.f 26/05/2009)

Hichens, Harrison (Far East) Pte. Ltd**

Medserve (ME) Limited** (Dissolved February 16, 2010)**

Religare Investment Advisory (Mauritius)

(Subsidiary of RCM Plc w.e.f. December 16, 2009)

Religare Global Asset Management Japan Co. Ltd.

(Subsidiary of RCM Plc w.e.f. December 15, 2009)

Religare Investment Holdings (UK) Limited

4) Joint Ventures of Subsidiaries

Milestone Religare Investment Private Limited

(w.e.f. 08.04.2009 as Joint Venture of Religare Venture Capital

Limited)

Milestone Religare Capital Management Limited

(w.e.f. February 10, 2010)

5) Individuals owning directly or indirectly Mr. Malvinder Mohan Singh Interest in voting power that gives them Mr. Shivinder Mohan Singh Control

6) Key Management personnel Mr. Sunil Godhwani

Mr. Shachindra Nath Mr. Anil Saxena

7) Enterprises over which key (5) and (6) are able to exercise significant influence with whom transactions have taken place

RHC Holding (P) Ltd

(formerly Ranbaxy Holding Company, Solaris e Finance (P) Limited) RC Nursery (P) Limited Shivi Holdings Private Limited Malav Holdings Private Limited. Oscar Investments Limited. Luxury Farms Private Limited Shivinder Mohan Singh (HUF) Malvinder Mohan Singh (HUF) Religare Technova Limited (formerly Fortis Financial Services Limited) Religare Technova Business Intellect Limited (formerly Fortis Business Intellect Limited) Religare Technova IT services Limited (formerly Fortis Technologies (P) Limited) Religare Technova Global Solutions Limited (formerly Asian CERC information Technology Limited) Religare Wellness Limited (formerly Fortis Health world Limited) Fortis Health Care Limited. Fortis Health Care Holdings Limited. International Hospital Limited. Religare Travel (India) Limited Super Religare Laboratories Limited Religare Aviation Limited (Formerly known as Ran Air Services Limited Ranbaxy Laboratories Limited (Discontinued w.e.f 24/05/2009) Religare Technologies Limited w.e.f 22/05/2009 (wholly owned subsidiary of Religare Technova Limited)

p. There are no transactions during the year ended March 31, 2010 with Micro, Small and Medium enterprises and as such there is no balance outstanding as at March 31, 2010.

aa. Subsequent to the Balance Sheet Date, the Company had sold entire shareholding of Religare Commodities Limited to Religare Securities Limited.

bb. The provision for Income Tax for year ended March 31, 2010 has been made on as estimated basis in accordance with the provision of Income Tax Act, 1961 of India. No provision has been made for Corporate Dividend Tax in view of Exemption u/s 115-0 of Income Tax Act, 1961.

cc. Figures for the previous year have been regrouped, rearranged and reclassified wherever necessary to conform to the current periods classification.