Religare Enterprises Ltd

To,

The Members,

Religare Enterprises Limited

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

STATE OF AFFAIRS OF THE COMPANY

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

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

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

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

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

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

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

FINANCIAL RESULTS AND BUSINESS OPERATIONS

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

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

(i) Consolidated Performance

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

(ii) Standalone Performance

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

(iii) Operating Performance of Businesses

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

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

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

RFL's subsidiary, Religare Housing Development Finance Corporation Limited ("RHDFCL") focuses on providing affordable housing finance to low-income segment customers, particularly those engaged in informal sectors, in urban and semi-urban areas of the Country. The total book stands at ' 21,414 Lakhs as on March 31, 2024 in accordance with Ind-AS while the total income and PAT after OCI for the financial year were respectively ' 4,333 Lakhs and ' 20.0 Lakhs. The average ticket size for the home loans has been around ' 10.68 Lakhs. RHDFCL has a pan India presence with a network of 26 branches. RHDFCL has maintained profitability since becoming a part of the Religare group in 2009. To position itself as a future-ready company, RHDFCL aims to maximize digitization in its processes and is working towards enabling an efficient workforce.

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

CHANGE IN NATURE OF BUSINESS

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

DIVIDEND AND RESERVES

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

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

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

SUBSIDIARIES & JOINT VENTURES

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

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

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

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

MAJOR EVENTS / UPDATES

1. Open Offer to the shareholders of the Company

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

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

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

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

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

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

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

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

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

3. Revival of Religare Finvest Limited ("RFL")

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

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

Thereafter, RFL also proposed and completed the settlement of outstanding unsecured rated subordinated non-convertible debenture (NCD) and received No Dues Certificates from said NCD holders. With the settlement and payment of unsecured loan of ICICI Bank and receipt of NDC in March 2024, RFL became external-debt free. With the repayment of amount extended by REL on February 26, 2024, RFL became completely debt free.

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

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

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

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

Withdrawal of Wilful Defaulter proceedings by lenders-

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

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

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

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

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

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

6. Composite Scheme of Arrangement

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

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

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

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

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

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

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

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

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

REGULATORY UPDATES Reserve Bank of India ("RBI")

Inspection FY 2022-23

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

Inspection FY 2023-24

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

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

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

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

The Order cum SCN alleges that:

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

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

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

The relevant excerpts of the SAT Order are as under:

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

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

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

The matter is currently sub-judice.

Serious Fraud Investigation Office ("SFIO")

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

LEGAL UPDATES

• Petition for rectification of Register of Members of the Company

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

• Corporate Loan Book

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

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

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

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

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

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

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

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

• Fixed Deposits with Lakshmi Vilas Bank

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

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

• Writ Petition before the Delhi High Court against SEBI:

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

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

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

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

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

SMS has filed a suit for declaration against the Company and its subsidiaries i.e. RFL, RCL, RSL, RCML, RCTL, RCMIML and current management before the court of ADJ, Saket Court, New Delhi seeking declaration that the termination of the Indemnity cum Release Agreement dated November 14, 2017 vide communication dated September 10, 2018, issued by REL & its subsidiaries, is illegal & void-ab-initio and further contended that the said agreement continues to be enforceable as per law and is binding upon the parties as on date. Religare entities has already filed its written statement to the said suit. Furthermore, application under Order 7 Rule 11 of the CPC, 1908 have also been preferred on behalf of the aforementioned Religare Group entities seeking dismissal of the Suit.

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

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

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

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

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

• Appeal against IRDAI order dated July 23, 2024

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

This order was challenged by CHIL (as well as Dr. Saluja in her individual capacity) before the Hon'ble Securities Appellate Tribunal (SAT) primarily on the ground that the ESOPs were granted to Dr. Saluja in in her capacity of employee and Executive Chairperson of REL, the holding company from the ESOP pool for this purpose, in accordance with the ESOP Scheme and after due approval by Board and the shareholders.

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

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

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

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

The matter is sub-judice.

EQUITY SHARE CAPITAL

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

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

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

Post March 31, 2024 and till the date of this report, the Company allotted 8,84,500 Equity Shares of face value of ' 10/- each at exercise price ranging from ' 39.55 to ' 207.20 each pursuant to exercise of stock options granted under the Religare Enterprises Limited Employee Stock Option Plan 2019. Pursuant to the said allotment, the issued, subscribed and paid up equity capital of the Company stands increased from ' 3,29,72,11,630/- divided into 32,97,21,163 equity shares of ' 10/- each to ' 3,30,60,56,630/- divided into 33,06,05,663 equity shares of ' 10/- each.

PREFERENCE SHARE CAPITAL

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

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

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

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

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

NON-CONVERTIBLE DEBENTURES

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

PUBLIC DEPOSITS

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

ANNUAL RETURN

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

CAPITAL REQUIREMENTS

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

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

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

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

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

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

RELIGARE EMPLOYEES STOCK OPTION SCHEMES

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

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

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

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

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