religare enterprises ltd Directors report

To,

The Members,

Religare Enterprises Limited

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

STATE OF AFFAIRS OF THE COMPANY

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

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

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

FINANCIAL RESULTS AND BUSINESS OPERATIONS

The highlights of standalone and consolidated financial performance of the Company for the financial years 2022-23 and 2021-22 are as under:

(Rupees in Lakhs)

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

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

(i) Consolidated Performance

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

(ii) Standalone Performance

W e recorded a ‘Loss Before Tax of Rs. (1,037.96) Lakhs for FY23 as compared to ‘Loss Before Tax of Rs. (2,680. Lakhs for FY22. ‘Loss After Tax was Rs. (1,035.00) Lakhs for FY23 as compared to ‘Loss After Tax of Rs. (2,600.58) Lakhs for FY22. Total Comprehensive Income / (Loss) for the FY23 is Rs. (1,035.49) Lakhs as compared to Rs. (2,622.26) Lakhs in FY22. Basic earnings per share increased to Rs. (0.32) in FY23 from Rs. (0.86) in FY22.

(iii) Operating Performance of Businesses

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

In our broking business, the average daily turnover (ADTO) of Religare Broking Limited ("RBL") has increased by 34% Rs. 935,150 Lakhs in FY23 and has been showing an increasing trend year-on-year. Also RBL reported substantial growth in acquiring the new authorised persons and e-governance franchisees. In FY23, the total authorised persons increased from 1,172 in FY22 to 1,682 in FY23 [up 44% YoY], total franchisees for e-governance business increased from 12,300 in FY22 to 27,000 in FY23 [up 120% YoY]. However, given the slowdown in the broking industry in FY23, RBL has witnessed a dip in its active client base (from 1.71 lakh clients in FY22 to 1.38 lakh clients in FY23). The decline in overall capital market activities especially during first half of FY23 which impacted the volumes traded in the cash segment leading to decline in core income, i.e., brokerage income (declined from Rs. 17,968 Lakhs in FY22 to Rs. 16,189 Lakhs in FY23). The management is undertaking several initiatives to generate scale-based growth and regain the lost market share in the retail brokerage space and other allied services. The consolidated total revenue of RBL and its subsidiary Religare Commodities Limited ("RCL") stayed steady and went up marginally from Rs. 28,426 Lakhs to Rs 29,201 Lakhs in FY23. The consolidated profitability reported after tax and other comprehensive income is Rs. 1,479 Lakhs in FY23 as compared to Rs. 2,263 Lakhs in the previous year. In the Lending business, our subsidiary Religare Finvest Limited ("RFL") is registered with RBI as a non-deposit systemically important Non-Banking Financial Company (NBFC-ND-SI). RFLs business is focused on providing debt capital to Small & Medium Enterprises (SMEs) to enable them to enhance their productive capacity and throughput. It is amongst the first NBFCs in India to focus on this segment, having started the business in 2008. During 2016, RFL had grown to build a peak business book of over Rs 16,000 crore to become one of the largest SME financing platforms in India. Currently, RFL has an employee base of over 224 professionals and it has 20 branches pan India. As on March 31, 2023, SME-Finance constituted over 53% of RFLs lending business. RFLs SME loan book has decreased from Rs. 1,63,732 Lakhs in FY 2022 to Rs. 1,11,204 Lakhs as on March 31, 2023 due to the CAP imposed by RBI and no fresh business being sourced.

RFL s subsidiary, Religare Housing Development Finance Corporation Limited ("RHDFCL") focuses to provide 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 Rs. 26,200 Lakhs as on March 31, 2023 in accordance with Ind-AS while the total income and PAT after OCI for the financial year were respectively Rs. 5,203 Lakhs and Rs. 203 Lakhs. The average ticket size for the home loans has been around Rs. 10.7 Lakhs. RHDFCL has a pan India presence with a network of 26 branches. RHDFCL has maintained profitability since becoming a part of the Religare group in 2009. To position itself as a future-ready company, RHDFCL aims to maximize digitization in its processes and work towards enabling an efficient workforce.

CHANGE IN NATURE OF BUSINESS

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

DIVIDEND AND RESERVES

The Company has not declared dividend, keeping in view of the losses for the financial year ended March 31, 2023 and conserving reserves for growth purposes. The Company had formulated and approved a Dividend Distribution Policy ("the Policy") pursuant to the requirement under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Details of the same have been uploaded on the website of the Company and can be accessed through the link i.e. https://www.religare.com/pdf/REL_Dividend_Distribution_ Policy_2022.pdf However, the members may please note that the Reserve Bank of India ("RBI") vide its letter dated April 5, 2019 has advised the Company to stop paying dividends till further orders from RBI and has continued that restriction vide its letter dated December 19, 2019.

SUBSIDIARIES & JOINT VENTURES

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

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

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

• Religare Comtrade Limited

• Religare Insurance Limited

• Religare Advisors Limited

• Religare Business Solutions Limited

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

MAJOR EVENTS / UPDATES

1. One Time Settlement (OTS) of Religare Finvest Limited (RFL) with its lenders

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

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

To augment the capital/ for the revival of RFL, various measures were taken including a debt resolution plan (DRP)

TCG Advisory Services Private Limited (TCG) in FY 2019-20 and a revised resolution plan with Religare Enterprises Limited (REL / Company) continuing as the promoter of RFL in FY 2021-22 which were not acceded by the RBI.

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

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

Accordingly, the CRAR of RFL as at March 31, 2023 stood at 48.94% (positive) [Previous Year 199.53% (negative)] which improved mainly due to OTS related write back of Loan liabilities. RFL is also taking the necessary corrective measures as advised by RBI for removal of CAP and has filed application July 12, 2023 with the RBI for removal of CAP. RFL is also actively engaged for settlement of outstanding unsecured non-convertible debenture (NCD) holders and submission of revised settlement offer to them has received sanction letters from all NCD investors. Basis RFLs request for financial assistance, the Company has paid the settlement amount of Rs. 6,233.62 Lakhs to the NCD holders in June 2023 and July 2023 which is treated as intercorporate loan given to RFL. The No Dues Certificates from said NCD holders have been received. The only remaining unsecured lender of RFL, namely, ICICI Bank while being engaged with RFL for the had filed an application before the Honble Debt Recovery Tribunal, New Delhi, for the recovery of its unsecured dues. The Honble Debt Recovery Tribunal, New Delhi, has passed an order on May 6, 2023 and issued a decree in favour of ICICI Bank Limited against RFL. RFL has filed an appeal against the impugned order before the DRAT which is pending adjudication.

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

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

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

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

Pursuant to the approval of Board of Directors, the Company has entered into a Share Purchase Agreement on April 05, 2023 with Religare Finvest Limited (RFL) (a wholly owned subsidiary of REL) and Religare Housing Development Finance Corporation Limited (RHDFCL) (subsidiary company of RFL) for acquisition of entire equity stake of RHDFCL held by RFL. RFL currently holds 87.5% of total share capital of RHDFCL. Post-acquisition, RHDFCL shall become a direct of REL. The aforesaid acquisition is subject to necessary statutory and regulatory approvals and fulfillment of other precedent. The proposed acquisition will be helpful for better access of funding and growth of RHDFCL.

4. Composite Scheme of Arrangement

i. The Board of Directors of the Company on December 18, 2019, approved, subject to requisite approvals, the Scheme of Amalgamation ("Scheme") to simplify the Group corporate structure. The Scheme was filed with the Honble National Company Law Tribunal ("NCLT") on October 31, 2020. The Honble 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, Consequently, four (4) wholly owned subsidiaries, direct and indirect, of Religare Enterprises Limited namely Religare Comtrade Limited, Religare Insurance Limited, Religare Advisors Limited and Religare Business Solutions Limited have been merged with/into the Company w.e.f. June 28, 2023. The Appointed Date of the Scheme was April 01, 2019.

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

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

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

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

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

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

REGULATORY UPDATES

Reserve Bank of India ("RBI")

RBI conducted an inspection of the Company under section 45N of the Reserve Bank of India Act, 1934 in the month of October 2022 with respect to the financial position as on March 31, 2022. The Supervisory Letter along with Inspection report, Risk Assessment Report and Risk Mitigation Plan pursuant to same were issued by the RBI in November 2022 for which replies indicating comments / compliance were furnished within the specified timelines. There is no change in the position as far as debarring the Company from declaring dividend as advised by RBI vide their Supervisory letter dated December 19, 2019 based on the inspection for the financial position as on March 31, 2019.

Securities and Exchange Board of India ("SEBI")

In in the matter of investigation of the Company/REL initiated by SEBI in February 2018, SEBI issued a Show Cause Notice dated November 17, 2020 (SCN) alleging violation of certain provisions of SEBI Act, 1992; SEBI (PFUTP) Regulations, 2003; Listing Agreement; Securities Contracts (Regulation) Act, 1956; & SEBI (LODR) Regulations, 2015. In proceedings commenced under the aforesaid SCN, the Company along with its subsidiary company Religare Finvest Limited (RFL) filed a joint settlement application under the provisions of SEBI (Settlement Proceedings) Regulations, 2018, with SEBI on March 31, 2021. Pursuant to aforesaid settlement application and upon payment of settlement amount of Rs. 5,41,80,000/- (Rupees Five Crore Forty One Lakh Eighty Thousand only) by the Company and Rs. 5,08,95,000/- (Rupees Five Crore Eight Lakh Ninety Five Thousand only) for RFL as directed by SEBI, Settlement Order dated May 31, 2022 has been issued by SEBI. This Settlement Order disposes of the adjudication proceedings initiated against the Company and RFL vide SCN dated November 17, 2020. Further, SEBI has passed the final order dated July 28, 2022 in the aforesaid matter and directed REL and RFL to continue to pursue the measures, which have already been put into motion, to recover the amount due along with interest from the erstwhile promoters of REL. None of the entities penalized in this final order is part of Religare group at present.

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

Serious Fraud Investigation Office ("SFIO")

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

LEGAL UPDATES

Petition for rectification of Register of Members of the Company

Loancore Servicing Solutions Pvt. Limited had filed a petition before the Honble 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 Honble Tribunal. At present, Loancore has filed an application for restoration of the said petition which is pending adjudication before the Honble Tribunal. The Board and management strongly believe that this is a frivolous petition by Loancore and the Company will strongly defend the case.

• Corporate Loan Book

RFL has an exposure of Rs. 814.68 Lakhs as at March 31, 2023 towards the Corporate Loan Book ("CLB"). RBI concerns in the past about the credit worthiness of the borrowers, credit appraisal and loan sanctioning mechanism followed by RFL in respect of this book. The management reviewed the portfolio and the financial reports of such borrowers to determine the respective recoverability of the said loans. Based on the maturity dates of the loans, recovery steps instituted and the financial reports of the borrowers, RFL had, on a prudent basis, made full provision of Rs. 203,670 Lakhs during the previous years against this portfolio. Insolvency proceedings were initiated before the Honble NCLT Delhi against the Borrowers forming part of the CLB category, which are pending adjudication. RFL had also filed a criminal complaint on December 19, 2018 before the Economic Offence Wing (EOW), for criminal actions committed by the erstwhile promoters and other associated persons/entities which got registered as FIR no. 50/2019. The EOW has filed charge sheets in the matter. Enforcement Directorate (ED) has suo-moto lodged an enforcement case under the Prevention of Money Laundering Act.

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

Fixed Deposits with Lakshmi Vilas Bank

As disclosed in the previous years reports, RFL had filed a suit in May 2018 before the Honble Delhi High Court recovery of fixed deposits amounting to Rs 79,145 Lakhs (excluding Rs. 2,703.39 Lakhs interest accrued & due till the date of original maturity i.e. July 20, 2018) misappropriated / adjusted by Lakshmi Vilas Bank (LVB) against the loans given to erstwhile promoter group companies in the previous years. The Honble Delhi High Court passed interim Orders directing that status quo be maintained in respect of RFLs current account maintained with LVB. RFL filed an application before the Honble Court for substitution of LVB with DBS Bank India Limited (DBS) which was allowed. RFL moved another application for amendment of suit under Order 6 Rule 17 which was heard at length and the Honble court has reserved for orders on the said application. Apart from civil suit for recovery, RFL had filed a criminal complaint against LVB and others on May 15, 2019 with the Economic Offences Wing Delhi (EOW) based on which the EOW had registered FIR no. 189/2019 dated September 23, 2019 against LVB & Ors for committing offence of criminal breach of trust and criminal conspiracy. Subsequently, in March 2020, the EOW has filed charge sheets against various accused persons / companies including the senior officials of LVB before the court of Ld. CMM, Saket District Court. Matter is pending before the Honble Court. DBS Bank has filed a quashing petition before Honble Delhi High Court against the summoning order dated February 2021 of Trial Court, and the same was disposed of with directions to seek clarifications upon the scheme of amalgamation from RBI and stay was granted upon the summoning order. RFL and DBS Bank challenged the said order before Honble Supreme Court wherein the Honble Supreme Court reserved both the SLPs for judgment. Enforcement Directorate has suo-moto lodged ECIR on the basis of the FIR lodged by EOW and the same is under investigation.

CHANGE OF THE REGISTERED OFFICE

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

EQUITY SHARE CAPITAL

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

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

During the year under review, the issued, subscribed and paid up equity share capital of the Company was increased from Rs. 318,80,93,120 (Rupees Three Hundred Eighteen Crores Eighty Lakhs Ninety Three Thousand One Hundred and Twenty only) consisting of 31,88,09,312 (Thirty One Crores Eighty Eight Lakhs Nine Thousand Three Hundred and Twelve only) equity shares of Rs. 10/- (Rupees Ten only) each to Rs. 323,55,94,630 (Rupees Three Hundred Twenty Three Crores Fifty Five Lakhs Ninety Four Thousand Six Hundred and Thirty only) consisting of 32,35,59,463 (Thirty Two Crores Thirty Five Lakhs Fifty Nine Thousand Four Hundred and Sixty Three only) equity shares of Rs. 10/- (Rupees Ten only) each.

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

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

PREFERENCE SHARE CAPITAL

The Company has two types of Preference shares outstanding as on date comprising 15 lakhs 13.66% Cumulative Non-Convertible Redeemable Preference Shares of Rs. 10/- each issued in 2008 (2008 Preference Shares) and 2.5 crores 0.01% Non-Cumulative Non-Convertible Redeemable Preference Shares of Rs. 10/- each issued in 2016 (2016 Preference Shares). The Company did not redeem the 2008 Preference Shares on due date of October 31, 2018 with Redemption value amounting at Rs. 4,190.28 Lakhs basis the interim application filed in the matter of Daiichi Sankyo Company Limited vs. Malvinder Mohan Singh & Others before the Honble High Court of Delhi disputing its liability as garnishee and praying among other reliefs for the stay of redemption pending the outcome of investigations into the affairs of the Company and its subsidiaries already initiated by SEBI and SFIO. The Company has been served with warrants of attachment as Garnishee, which is being contested / challenged. Further, Daiichi had filed an application demanding the forensic audit of Religare Group Companies in terms of order dated September 22, 2022 passed by Honble SC in the matter of Oscar Investments. REL and RFL have filed their replies and objected to the same. Matter is pending before the Court. The Company has also filed a criminal complaint before the Economic Offences Wing, Delhi Police for various offences under the Indian Penal Code, 1860 w.r.t transactions relating to issuance and redemption of said Preference Shares. Further, due to non-payment of dividend by the Company continuously for two years on 2016 Preference Shares, voting rights triggered on these Preference Shares in terms of relevant provisions of the Act. The Company has also not paid dividend on 2008 Preference Shares but the Company has a letter dated August 20, 2012 from then holder of these shares irrevocably and unconditionally waiving off the voting rights on 2008 Preference Shares. The Company has not redeemed aforesaid 2016 Preference Shares with redemption value amounting Rs. 4,212.75 Lakhs due for redemption on August 30, 2021 and which is outstanding as of March 31, 2023.

The Company has filedthe petition before the Honble 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 Honble 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 Honble Tribunal that interim order will continue. The matter is sub judice.

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

NON-CONVERTIBLE DEBENTURES

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

PUBLIC DEPOSITS

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

ANNUAL RETURN

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

CAPITAL REQUIREMENTS

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

Being a Core Investment Company, the requirement of capital adequacy is not in the form of Capital to Risk Weighted Assets (CRAR) like conventional credit and investment companies. The Company is required to a. maintain minimum Adjusted Net Worth of 30% of its aggregate risk weighted assets on balance sheet and risk adjusted value of off-balance sheet items as on the date of the last audited balance sheet as at the end of the financial year; and b. restrict the outside liabilities up to 2.5 times of its Adjusted Net Worth as on the date of the last audited balance sheet as at the end of the financial year.

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

RELIGARE EMPLOYEES STOCK OPTION SCHEMES

Nomination and Remuneration Committee ("Committee") of the Board of Directors of the Company, inter alia, administers and monitors the Employees Stock Option Schemes of the Company in accordance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (erstwhile Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 & Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999) (‘the SEBI ESOP Regulations). During the year under review, the Committee granted 45,00,000 stock options under the "Religare Enterprises Limited Employees Stock Option Plan 2019" and further 68,00,000 stock options were granted after the close of the FY 2023 till the date of this Report.

Details as required under the SEBI ESOP Regulations, for Religare Employees Stock Option Scheme 2010, Religare Employees Stock Option Scheme 2012 and Religare Employees Stock Option Plan 2019 have been uploaded on the website of the Company and can be accessed through the link https://www.religare.com/Employee-Stock-Option-Schemes.aspx There is no other material change in the ESOP schemes of the Company during the year. However, post end of the financial year, considering that there are no outstanding options under said schemes, the Board of Directors on August 08, 2023 approved the termination of Religare Employees Stock Option Scheme 2010 and Religare Employees Stock Option Scheme 2012 as per the provisions of the said schemes.

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

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

CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

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

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

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

1. Dr. Rashmi Saluja, Executive Chairperson

2. Mr. Nitin Aggarwal, Group Chief Financial Officer

3. Ms. Reena Jayara, Company Secretary

In accordance with the provisions of the Act and Regulation 36 of the SEBI LODR Regulations, Dr. Rashmi Saluja (DIN: 01715298), retires at the ensuing Annual General Meeting (AGM), and being eligible offers herself for re-appointment. The Board of Directors in their Meeting held on August 10, 2022 on recommendation of Nomination and Remuneration Committee approved subject to the approval of shareholders, the re-appointment of Dr. Rashmi Saluja (DIN: 01715298) as Executive Chairperson of the Company for a period of five years w.e.f. February 26, 2023 till February 25, 2028. The aforesaid re-appointment has been approved by the shareholders of the Company in the Annual General Meeting held on September 23, 2022 and accordingly, Dr. Rashmi Saluja was re-appointed as Executive Chairperson of the Company w.e.f. February 26, 2023. Pursuant to the provisions of Sections 149, 161 and other applicable provisions of the Act and applicable provisions of SEBI LODR Regulations, the Board based on recommendation of the Nomination and Remuneration Committee and subject to the approval of the shareholders, appointed Mrs. Preeti Madan (DIN: 08384644) as Additional Director in the capacity of Non-Executive Independent Director w.e.f. January 24, 2023 to hold office for a term of five consecutive years. The shareholders approved the aforesaid appointment via special resolution passed through postal ballot on March 23, 2023.

Further, on June 28, 2023, the members approved the appointment of Mr. Malay Kumar Sinha as a Director w.e.f. May 28, 2023 and his re-appointment as Non-Executive Independent Director for a second term of 5 consecutive years. In the opinion of the Board, the independent directors appointed are the person of integrity and fulfils requisite conditions as per applicable laws and are independent of the management of the Company. Further in the opinion of the Board, the Directors appointed possess requisite qualifications, experience, expertise, proficiency and hold high standards of integrity.

DECLARATION BY THE INDEPENDENT DIRECTORS

All Independent Directors (IDs) have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16 of SEBI LODR Regulations. All the IDs of the Company have registered their names with the data bank of IDs maintained by the Indian Institute of Corporate Affairs (IICA).

Further, in terms of Regulation 25(8) of the SEBI LODR Regulations, the Independent Directors have confirmed that they are not aware of any circumstances or situation which exist or may be anticipated, that could impair or impact their ability to discharge their duties. Further, in the opinion of the Board, Independent Directors qualify the criteria of Independent Director as mentioned in the Act and SEBI LODR Regulations and are independent of the management.

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

BOARD EVALUATION

Pursuant to the provisions of the Act and SEBI LODR Regulations, the Board is required to carry out an annual performance evaluation of its own performance, the performance of the directors individually as well as the evaluation of the working of its Committees. The performance evaluation of the members of the Board, the Board level Committees and Board as a whole was carried out in the Board meeting held on May 11, 2023 as per the Board Evaluation Policy of the Company. The Board expressed its satisfaction with the evaluation process. The manner in which evaluation has been carried out and criteria of evaluation has been explained in the Corporate Governance Report.

APPOINTMENT & REMUNERATION POLICY

The Nomination and Remuneration Committee is authorized to determine the criteria of appointment of Directors and to identify candidates for appointment to the Board of Directors. In evaluating the suitability of a person for appointment / re-appointment as a Director, the Committee takes into account the eligibility, qualification, skills, expertise, track record, integrity and fit and proper credential of the appointee. The Committee also assesses the independence of directors at the time of their appointment / re-appointment as per the criteria prescribed under the provisions of the Act, the rules made thereunder and the SEBI LODR Regulations. The Board has adopted the Directors Appointment & Fit and Proper Policy in line with the requirements of the Act and RBI Guidelines on Corporate Governance. The Company has the Remuneration Policies in place for remuneration of Directors (Executive and Non-Executive), Key Managerial Personnel, Senior Managerial Personnel and other employees in line with the requirement of the Act, SEBI LODR Regulations and Guidelines on Compensation of the Key Managerial Personnel, Senior Managerial Personnel in NBFCs as issued by the RBI. In compliance with the RBI Notification dated 22 October 2021 on introduction of the ‘Scale Based Regulatory framework for NBFCs followed with Notification dated April 29, 2022 w.r.t. ‘Guidelines on Compensation of Key Managerial Personnel (KMP) and Senior Management Personnel (SMP) in NBFCs, the Company had incorporated appropriate changes in the Policy relating to the framework for role for NRC, composition of compensation, effective alignment of fixed and variable compensation components with prudent risk taking, principles of variable compensation proportion, deferral, compensation of control and assurance function personnel, Guaranteed Bonus Guidelines, Malus and Claw back etc. w.e.f. April 01, 2023.

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

BOARD/COMMITTEE COMPOSITION AND MEETINGS

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

1. Audit & Governance Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

4. Group Risk Management Committee

5. Corporate Social Responsibility Committee

6. Asset Liability Committee

7. Investment Borrowing & Share Allotment Committee

8. IT Strategy Committee

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

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

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

In compliance with Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 as amended, the Company has established a Corporate Social Responsibility ("CSR") Committee. The CSR Committee has formulated and recommended to the Board, a CSR Policy which provides the overview of projects or programs and the guiding principles for selection, implementation and monitoring of the CSR activities, which has been approved by the Board. The strategic intent was to adopt a unified cause across the Religare Group and hence the CSR policy and program to be supported has been cascaded across all Group entities. The Company has a dedicated subsidiary namely Religare Care Foundation ("RCF") registered under Section 8 of the Act to look after the CSR expenditure of the various companies of Religare group leading to a more strategic and efficient approach in CSR spending towards a larger unified purpose at group level. Such in-house CSR company also leads to a more administrative control and economy of operations in group CSR spending and also helpful in achieving better brand building. The Company was not required to spend money under CSR for financial year ended 2022-23 as prescribed under Section 135 of the Act since the Company incurred an average net loss of Rs. 7,958 Lakhs for previous three financial years.

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

AWARDS & RATINGS

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

Awards

• Care Health Insurance Limited (formerly Religare Health Insurance Company Limited): i. Smart Insurer of the Year at The Economic Times Insurance Summit & Awards 2022 ii. Sales Champion of the Year at The Economic Times Insurance Summit & Awards 2022 iii. Best Health Insurance Company of the Year at India Insurance Summit & Awards 2023

• Religare Broking Limited: i. Certificate ofAppreciation 2022 National Pension System by PFRDA ii. Retail Broking - Krishi Pragati Awards 2022 by NCDEX iii. Leading Member-Research 21-22 by MCX Ratings

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

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

In Religare Broking Limited (RBL), Care Ratings Limited has assigned ratings CARE A3 (A Three) / CARE BBB-; Stable (Triple B Minus; Outlook- Stable) for short term / long-term bank facilities up to Rs. 500 Crores. In Religare Finvest Limited (RFL), there is [ICRA]D rating assigned for Long-term bonds/Non-Convertible Debentures/ Long Term Debts by ICRA Limited and IND D ratings for Long Term Bank Loans & Lower Tier 2 Sub Debt by India Ratings and Research. The housing subsidiary Religare Housing Development Finance Corporation Limited (RHDFCL) has rating CARE BB+ (Outlook: Negative) assigned to long term bank lines by Care Ratings Limited. Further, on April 03, 2023, ICRA Limited has upgraded rating of long-term bank lines to [ICRA]BB- (Outlook: Stable) from [ICRA]B+ (Outlook: Negative) and reaffirmed short-term bank loan / short-term debt programme rating at [ICRA] A4.

LISTING ON STOCK EXCHANGES

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

STATUTORY DISCLOSURES

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

CONSOLIDATED FINANCIAL STATEMENTS

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

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

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

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

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

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

FOREIGN EXCHANGE EARNINGS AND OUTGO

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

MAINTAINANCE OF COST RECORDS

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

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

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

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

DIRECTORS RESPONSIBILITY STATEMENT

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

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

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

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

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

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

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

CORPORATE GOVERNANCE

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

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

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

AUDITORS

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

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

AUDITORS REPORT

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

SECRETARIAL AUDITORS REPORT

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

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

PARTICULARS OF INVESTMENTS, LOANS AND GUARANTEES

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

RELATED PARTY TRANSACTIONS

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

All Related Party Transactions are placed before the Audit Committee for approval as per the Related Party Transactions Policy of the Company as approved by the Board. The policy is also uploaded on the website of the Company and can be accessed through the link https://www.religare.com/Policies.aspx Since all related party transactions that were entered into during the financial year were on an arms length basis and were in the ordinary course of business and there was no material related party transaction entered by the Company during the year as per Related Party Transactions Policy, no details are required to be provided in Form AOC-2 prescribed under clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

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

RISK MANAGEMENT

Risk is inherent in the activities of the Company and its subsidiaries. The Board of Directors of the Company has constituted a Group Risk Management Committee (GRMC), responsible to frame, implement, monitor and periodically review the effectiveness of the risk management plan and make appropriate changes as and when necessary. Group Risk Management Committees role is aligned to requirements of the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, RBI Master Directions on Core Investment Companies and other applicable regulatory requirements. The Company has laid down procedures to inform the Board about the risk assessment and minimization procedures. The Company is a Core Investment Company and therefore as an investment holding company the management functions includes oversight of risk function prevalent to the Company and its key operating subsidiaries. The Company has a comprehensive Risk Management framework and overarching Risk Management Policy, which is adopted by each of the key operating subsidiaries while formulating their Risk Management Policy. Risk Management Policy of the Company identifies the key risks which are applicable to the Company. Risk Management Policy is aimed at identification, assessment, mitigation, monitoring and reporting of identifiable risks and recording of each identified risk alongwith their mitigation plan. Respective functional head and / or risk management department of key operating subsidiaries are responsible for implementation of the Risk Management system and maintenance of record of risk and mitigation plan in Risk & Control Matrix (RCM) for their respective functional areas, which is updated and tested periodically. Therefore, the risk framework defines the risk management approach across the enterprise at various levels including documentation and reporting. The framework has different risk parameters, which help in identification of risks and their classification as High, Medium and Low categories on the basis of likelihood, impact and velocity.

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

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

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has a vigil mechanism named Whistle Blower Policy to deal with instance of unethical practices, fraud and mismanagement, actual or suspected fraud or violation of the Companys code of conduct or ethics policy and any leak/suspected leak of Unpublished Price Sensitive Information or gross misconduct by the employees of the Company, if any, that can lead to financial loss or reputational risk to the organization. The detail of the Whistle Blower Policy has been posted on the website of the Company & can be accessed through the link https://www.religare.com/Policies.aspx During the year under review, no complaint pertaining to the Company was received under the Whistle Blower mechanism.

INTERNAL FINANCIAL CONTROLS AND INTERNAL CONTROL SYSTEM

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

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

The Company and its key operating subsidiaries have a robust mechanism to ensure an ongoing review of systems, policies, processes and procedures to contain and mitigate risk that arise from time to time. The Company and its key operating subsidiaries have satisfactory system of periodical monitoring and reporting of internal financial controls. Key policies and procedures including the RCMs designed to provide reasonable assurance are continuously monitored and updated on a periodical basis. Management ensures that controls as designed are operating effectively and that lapses are identified and remedied in a timely manner. The monitoring activities are carried out through Control Self-Assessment (CSA) mechanism integrated with the internal audit function, whereby key risks and controls are reviewed on a quarterly basis and dashboard containing results of evaluation of Test of Design (TOD) and Test of Operating Effectiveness (TOE) relating to the Company and its key operating subsidiaries are presented to the Audit and Governance Committee of the Company. A quarterly consolidated report on TOD/TOE testing relating to the Company and its key operating subsidiaries is presented to the Group Risk Management Committee (GRMC) of the Company. The Company and its key operating subsidiaries have an elaborate quarterly internal audit policy and framework as approved by the respective Audit Committees of the Board. The scope, authority and structure of the Internal Audit function has been defined in the comprehensive Internal Audit Policy. The Company also conducts Information System and Cyber Security Audit on a yearly basis and the report is presented to the Audit and Governance Committee of the Board. Information System Security controls enable the Company to keep a check on technology-related risks and also improve business efficiency and distribution capabilities.

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

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

DETAILS OF FRAUD REPORTABLE BY AUDITOR

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

HUMAN RESOURCES

The Company considers its employees as its most valuable asset and key driver in making our brand prominent and promising. The Company is professionally managed with senior management personnel having decades of experience assisted by a team of highly skilled and dedicated professionals. The Company and its subsidiaries have strengthened the overall position of the Group and restored the confidence amongst its various stakeholders. With the sincere efforts of dedicated, committed and loyal employees, the Company has stood strong even during difficult circumstances in the recent past and has made a strong presence felt across industry. The Company is committed to provide its employees an enabling workplace, ensuring their welfare and offering opportunities to develop and grow. We inspire our employees with meaningful work and passionate teams and enable them to find purpose and make an indelible impact. We focus on promoting a collaborative, transparent and participative organization culture, and have developed strong performance management practices wherein innovation and meritocracy is recognized and rewarded. The

Company has been running a successful engagement calendar including various wellness initiatives to help employees in their physical and mental well-being. All these efforts help the Company perform its function in a smooth and efficient manner and focus on achieving greater peaks of success.

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

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

PARTICULARS OF EMPLOYEES

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

COMPLIANCE WITH SECRETARIAL STANDARDS

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

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

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

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION

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

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

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

DIFFERENCE IN VALUATION

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

ACKNOWLEDGEMENTS

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

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

By order of the Board of Directors For Religare Enterprises Limited

	Sd/-
	Dr. Rashmi Saluja
Place: New Delhi	Executive Chairperson
Date : August 08, 2023	DIN: 01715298