<dhhead>Directors Report </dhhead>
The Members,
Religare Enterprises Limited
Your Directors are pleased to present this 42nd Annual Report on the business and operations of the Company together with Audited Financial Statements for the financial year ended March 31, 2026.
STATE OF AFFAIRS OF THE COMPANY
The financial year 2025-26 marked a significant milestone in the Companys journey, with the transition to a promoter- led ownership structure, strengthening of the Board and leadership team, strategic capital augmentation initiatives and stakeholder value creation.
A significant milestone for the Company was the Burman Group being designated as the promoters of the Company following the completion of the Open Offer in February 2025. The induction of the new promoters marked the beginning of a new era in the Companys journey, bringing long term strategic ownership, enhanced governance framework, capital commitment and renewed focus.
In line with the change in ownership and strategic direction, the Company undertook significant measures to strengthen its Board and leadership architecture. In February 2025, the Board was further reinforced through the induction of two independent directors and during the year, three nonindependent directors who bring expertise across financial services, insurance, strategy, governance and business transformation were also inducted. The strengthened leadership is expected to support improved execution capabilities, sharper strategic focus and sustained value creation across the Companys businesses.
During the year, the Company raised 1,50,000 Lakhs by way of a preferential issue of warrants convertible into equity shares. This initiative is aimed at supporting the future growth trajectory of the Company and strengthen its financial position to enable strategic investment across subsidiaries.
As part of the Companys long-term strategic roadmap, the Board of REL approved a Scheme of Arrangement on February 14, 2026 for the demerger of its Financial Services business. The proposed restructuring is aimed at creating two focused and independently managed entities thereby simplifying the group structure, enhancing operational focus and facilitating efficient capital allocation and value creation for all stakeholders.
On the operational front, the Companys subsidiaries continued to demonstrate growth.
• Care Health Insurance Limited (CHIL), the Companys Standalone Health Insurance arm, maintained its position as the second largest Standalone Health Insurance Company (SAHI) and continued to be the fastest growing in its segment. CHIL recorded a Gross- Written Premium (GWP) of 10,41,6451 Lakhs for FY26.
• Religare Broking Limited (RBL), the Companys broking arm, delivered a resilient performance despite a challenging operating environment for the broking industry. On a consolidated basis, RBL and its subsidiaries reported revenue of 37,336.08 Lakh for FY26.
• Religare Finvest Limited (RFL), having resolved its legacy issues, has discharged all outstanding obligations to its lenders and remains debt-free. The Honble High Court of Delhi on July 22, 2025 ordered to remove "fraud" classification tag assigned by certain banks. The Reserve Bank of India (RBI) removed the Corrective Action Plan (CAP), effective July 23, 2025, thereby paving the way for the recommencement of business operations. RFL is entering a new phase of its journey with renewed strategic direction focused on building a resilient, technology- enabled portfolio, which support its future growth strategy.
• Religare Housing Development Finance Corporation Limited (RHDFCL), continues to focus on its core retail lending business to self-employed and informal segments while reducing exposure to non-core and non-retail segments. This strategy has resulted in a more granular and stable portfolio profile. The Company remains focused on expanding its affordable housing portfolio while maintaining prudent credit and risk management standards.
The aforesaid developments collectively represent important strategic milestones for the Company. With a committed promoter group, strengthened governance and leadership structure in place, the Company is well positioned to enhance operational performance, pursue new growth opportunities and create sustainable long term value for all stakeholders.
FINANCIAL RESULTS AND BUSINESS OPERATIONS
The highlights of standalone and consolidated financial performance of the Company for the financial years 2025-26 and 202425 are as under:
(Rupees in Lakhs) |
||||
For the financial year 2025-2026 |
For the financial year 2024-2025 |
|||
Particulars |
Standalone (Audited) |
Consolidated (Audited) |
Standalone (Audited) |
Consolidated (Audited) |
Total Income |
1,644.09 |
8,49,384.05 |
4,182.01 |
7,40,547.23 |
Total Expenditure |
5,035.66 |
8,40,657.84 |
8,293.75 |
7,16,217.22 |
Profit / (Loss) Before Tax |
(3,391.57) |
8,726.21 |
(4,111.74) |
24,330.01 |
Exceptional Items |
- |
- |
- |
- |
Profit / (Loss) Before Tax After Exceptional Items |
(3,391.57) |
8,726.21 |
(4,111.74) |
24,330.01 |
Share in Profit / (Loss) of Joint Ventures |
- |
- |
- |
- |
Profit / (Loss) Before Tax |
(3,391.57) |
8726.21 |
(4,111.74) |
24,330.01 |
Income Tax Expense/ (Credit) |
(11.70) |
1,409.83 |
(357.46) |
6,054.79 |
Profit / (Loss) After Tax |
(3,379.87) |
7,316.38 |
(3,754.28) |
18,275.22 |
Other Comprehensive Income |
(0.41) |
(10,958.27) |
(54.74) |
6,787.28 |
Total Comprehensive Income for the Year |
(3,379.46) |
(3,641.89) |
(3,809.02) |
25,062.50 |
Less: Share of Non- Controlling Interest |
- |
(6,213.43) |
- |
8,413.56 |
Total Comprehensive Income (after tax and non-controlling interest) |
(3,379.46) |
2,571.54 |
(3,809.02) |
16,648.94 |
We recorded a Profit Before Tax of 8,726.21 Lakhs for FY26 as compared to Profit Before Tax of 24,330.01 Lakhs, for FY25. Profit After Tax was 7,316.38 Lakhs for FY26 as compared to Profit After Tax of 18,275.22 Lakhs for FY25. Total Comprehensive Income attributable to the Owner of the Company for FY26 is 2,571.54 Lakhs as compared to 16,648.94 Lakhs in FY25. Basic earnings per share decreased to 2.59 in FY26 from 3.79 in FY25.
We recorded a Loss Before Tax of 3,391.57 Lakhs for FY26 as compared to a Loss Before Tax of 4,111.74 Lakhs for FY25. Loss After Tax was 3,379.87 Lakhs for FY26 as compared to Loss After Tax of 3,754.28 Lakhs for FY25. Total Comprehensive Income / (Loss) for FY26 is (3,379.46) Lakhs as compared to (3,809.02) Lakhs in FY25. Basic earnings per share stood at (1.02) in FY26 against (1.14) in FY25.
(iii) Operating Performance of Businesses
Our Health Insurance business, Care Health Insurance Limited, in which REL holds a 63.20% equity stake as on
March 31, 2026, registered a Gross Written Premium of 10,41,6452 Lakhs, a growth of 22% over the previous financial year; which reported a Gross Written premium of 8,56,199 Lakhs. As of March 31, 2026, CHIL has established a Pan-India distribution network of 277 branches. It services over 1,455+ locations across the Country and is providing health services through a network of ~22,040 hospitals and healthcare centres. It offers ~44 products to cater to varied customer needs. 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.
Our Broking business delivered a resilient performance during FY2025-26 despite industry-wide headwinds, supported by its diversified product portfolio and the expansion of its client debit book. Brokerage income declined by 10.68%, primarily due to subdued cash market activity. However, Average Daily Turnover (ADTO) increased by 7% year-on-year to 10,64,914.85 lakhs. Religare Broking Limited also strengthened its funding capabilities, resulting in a 73% growth in its Margin Trading Facility (MTF) book.
The total revenue of Religare Broking Limited and its subsidiaries moderated by 2.44% to 37,336.08 Lakhs in FY2025-26. The Company reported Profit After Tax (PAT) and Other Comprehensive Income (OCI) of 2,205.68 Lakhs, compared with 3,009.64 Lakhs in FY2024-25. The decline was primarily attributable to subdued market conditions in the broking segment and the impact of a one-time labour code charge.
In the Lending business, our wholly-owned subsidiary Religare Finvest Limited is registered with RBI as a Category B (not accepting public deposit) Non-Banking Financial Company- Investment and Credit Company- Middle Layer (NBFC-ICC-ML). Currently, RFL has an employee base of over 127 professionals, 4 branches and 3 offices Pan-India. SME loan book of RFL has decreased from 28,611 Lakhs as on March 31, 2025 to 13,834 Lakhs on March 31, 2026. The RBI removed the Corrective Action Plan (CAP) imposed in 2018, effective July 23, 2025, thereby paving the way for the recommencement of business operations.
On July 22, 2025, the Honble Delhi High Court quashed the fraud classification by certain lenders and directed them to ensure its removal from RBIs Central Fraud Registry within two weeks.
RFLs subsidiary, Religare Housing Development Finance Corporation Limited focuses on providing affordable housing finance to self-employed and in informal segments in semi-urban areas of the country. The net loan book stands at 18,744 Lakhs as on March 31, 2026 in accordance with Ind-AS while the total income and PAT for the financial year were respectively 3,026 Lakhs and (1,845) Lakhs. The average ticket size of a loan disbursed by RHDFCL has been around 12 Lakhs. Currently, RHDFCL has a presence in 8 Indian States with 15 branches.
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.
The Company has not declared dividend while conserving its reserves for its growth purposes.
Members may please note that the RBI vide its letter dated April 05, 2019, has advised the Company to stop paying dividends till further orders from RBI and has continued that restriction vide its letter dated December 19, 2019.
The Company has in place a board-approved Dividend Distribution Policy ("the Policy") pursuant to the requirement under the SEBI LODR Regulations. A copy of the same has been uploaded on the website of the Company and can be accessed through the link i.e. https://docs.religare.com/pdf/ Religare-Dividend-Distribution-Policy 2026.pdf
As on March 31, 2026, your Company had 23 direct and indirect subsidiaries. The details of the business activities and performance of the Company and its subsidiaries, including material developments during the year, are set out elsewhere in this report and in the Managements Discussion and Analysis Report.
Events/Developments in Subsidiaries
S. No Name of the Subsidiary |
Remarks |
1. MIC Insurance Web Aggregator Private Limited (MIC) |
In furtherance to your Boards decision to suspend the operations of MIC and subsequent surrender of its Web Aggregator License, MIC has applied for voluntary surrender of its Web Aggregator License, which was approved by IRDAI on August 05, 2026 |
2. Religare Broking Limited & Religare Digital Solutions Limited |
Honble NCLT, Delhi vide Order dated June 13, 2025 approved the Scheme of Arrangement transferring E-Governance business from RBL to RDSL a wholly-owned subsidiary of RBL. The certified copy of the Order has been filed with the Registrar of Companies on August 19, 2025. |
3. Religare Finvest Limited |
The Board of Directors of Religare Enterprises Limited ("Demerged Company" or "REL") and Religare Finvest Limited ("Resulting Company" or "RFL") have approved the Scheme of Arrangement which, inter-alia, provides for demerger, transfer and vesting of the financial services business activities including lending activities, broking activities, investment activities and ancillary and support services from REL into RFL. |
As on March 31, 2026, 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 Managements Discussion and Analysis Report.
The Board of Directors of Religare Enterprises Limited ("REL") and Religare Finvest Limited ("RFL"), at their respective meetings held on February 14, 2026, approved the Scheme of Arrangement between REL & RFL and their respective shareholders and creditors under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 ("Scheme"). The Scheme provides for the demerger, transfer and vesting of the Demerged Undertaking (as defined in the Scheme), being the financial services business of the Company, comprising of lending activities, broking activities, investment activities and ancillary and support services, from REL into RFL on a going concern basis and various other matters consequent and incidental thereto or integrally connected thereto. The Remaining Business of REL, including its insurance business comprising of its investment in Care Health Insurance Limited will continue to be held by REL.
The proposed demerger is designed to achieve four key objectives:
• Streamlining businesses: Segregation of financial services from insurance to create independent, focused entities that can attract different investor profiles suited to each sector.
• Listing financial services business: Separate listing of RFL to unlock value for shareholders and enable pursuit of distinct growth opportunities.
• Focused management attention: Enable mapping of employee performance and rewards to respective business outcomes, and facilitate attraction and retention of sector-specific talent and resources.
• Risk management and compliance: Implement risk management policies and internal compliance frameworks tailored to each business, improving monitoring and control.
Further, as contemplated in the Scheme, the Scheme is in the interest of all stakeholders of REL and RFL.
As a consideration for the proposed transfer, RFL will issue 1 (one) fully paid up equity share having a face value of 10 (Rupees Ten only) each for 1 (one) fully paid up equity share of 10 (Rupees Ten only) each of the Company. Upon the Scheme becoming effective and issue of the said consideration, the equity shares of RFL will be listed on BSE Limited ("BSE") and National Stock Exchange of India Limited ("NSE").
The Scheme is inter alia subject to receipt of the approvals of shareholders and creditors of REL and RFL, respectively, Securities and Exchange Board of India, Reserve Bank of India ("RBI"), jurisdictional National Company Law Tribunal, and other regulatory authorities, as may be applicable.
• In connection with the Scheme, the Company had made applications to the NSE and BSE seeking its no-objection / prior approval / observation letter to the Scheme. The Company has received observation letters dated July 07, 2026, with no objection from NSE and no adverse observations from BSE, respectively.
• Further, REL and RFL had made applications to the RBI seeking its no-objection/ prior approval. The RBI, vide its letter dated August 6, 2026, issued to REL, has conveyed that the said application has been examined and that the request could not be acceded to. A similar communication dated August 7, 2026, has also been received by RFL. REL and RFL are evaluating the said communications and engaging with the RBI to provide such further clarifications as may be required by the RBI in this regard.
The relevant documents as required under applicable law, are hosted on the website of the Company at https://www.religare.com/scheme-of-arrangement.
2. Reconstitution of the Board of Directors and Strengthening of Management
The Company undertook a comprehensive strengthening of its governance and leadership framework. The induction of two experienced Independent Directors - Mr. Rajender Mohan Malla and Mr. Shrikant Shreeniwas Somani in February 2025 and three Promoter Group nominated Non- Independent Directors- Mr. Arjun Lamba, Mr. Suresh Mahalingham and Mr. Gurumurthy Ramanathan enhanced the Boards collective expertise and oversight capabilities.
In order to further strengthen the Board of the Company, Mr Arjun Lamba was appointed as Whole- time Director (designated as Executive Director) of the Company effective from April 01, 2026, which was subsequently approved by shareholders in their EGM held on May 5, 2026. Considering Mr. Lambas engagement in the day-to-day affairs of the Company and his experience, the Nomination and Remuneration Committee recommended to the Board, on August 12, 2026, his re-designation as Managing Director of the Company which has been approved by the Board on the same day and further recommended to shareholders for approval. His appointment marks an important step towards establishing a dedicated executive leadership framework and reflects Companys continued focus on operational effectiveness.
Alongside the Board re-constitution, the Group has also witnessed significant strengthening of its senior management team through a series of key leadership appointments across its businesses. At the Company level, Mr. Pratul Gupta, Head Strategy, M&A and IR assumed the role of Chief Financial Officer, Mr. Babu Rao P. was appointed as the Group General Counsel and Group Chief Compliance Officer and Mr. Indranil Choudhury was appointed as the Group Chief Human Resource Officer.
At the subsidiary level, for CHIL, Mr. Ajay Shah was appointed as Managing Director and Chief Executive Officer and Mr. Manish Dodeja as Whole- time Director. At RBL, Mr. Vijay Kumar Goel was appointed as the Managing Director. For RFL, Mr. Srinivasan Karthik was appointed as Managing Director and Chief Executive Officer. At RHDFCL, Mr. Pavan Gupta has been appointed as the Managing Director and Chief Executive Officer and Mr. Pankaj Mahesh Kumar Rathi appointed as Whole Time Director and Chief Financial Officer.
All of the key leaderships have joined from marquee organisations who are leaders in their respective fields and bring extensive experience. These appointments have strengthened the Groups leadership bench, enhanced operational capabilities and positioned the businesses to effectively execute their growth plans.
During FY26, the Company achieved a significant milestone in strengthening its capital base through the implementation of preferential issue of convertible warrants, approved by the shareholders in their EGM held on August 08, 2025. The Investment Borrowing and Share Allotment (IBSA) committee of the Board, at its meeting held on September 12, 2025 approved the allotment of 6,38,29,782 convertible warrants at an issue price of 235 per warrant, aggregating to 1,50,000 Lakh. Each warrant carries the right to be converted into one equity share of face value of 10 within 18 months from the date of allotment.
The Company received ~ 37,500 Lakh, representing 25% of the total consideration, upon allotment of the warrants in September 2025. Subsequently, during FY26, the Company received an additional 3,500 Lakh upon conversion of 19,85,816 warrants into equity shares on December 05, 2025. Accordingly, the Company had received 41,000 Lakh towards the preferential issue by March 31, 2026.
The proceeds from the preferential issue were deployed in accordance with the objects approved by the shareholders, including strengthening and supporting the Companys key subsidiaries. During FY26, ~ 25,600 Lakh was infused in Care Health Insurance Limited through subscription to rights issue, while funds were also extended to other subsidiaries. The capital infusion has enhanced the Companys financial flexibility and supported the growth and capital requirements of its businesses.
Subsequent to March 31, 2026, the Company continued to receive proceeds pursuant to conversion of the outstanding warrants. During June 2026, the Company allotted an aggregate of 83,43,263 equity shares pursuant to conversion of warrants. Further, on August 06, 2026, the Company allotted an additional 35,00,000 equity shares pursuant to conversion of warrants. These conversions resulted in further capital infusion into the Company.
The preferential issue reflects the continued confidence of the Promoter Group and other investors in the longterm prospects of the Company and strengthens its ability to support growth and strategic initiatives of its businesses, while maintaining prudent capital structure.
4. Revival of Religare Finvest Limited
• Removal of Fraud Tag
During the previous financial year, on July 22, 2025, the Honble Delhi High Court quashed the fraud classification by certain lenders against RFL and directed the lenders to take necessary steps for removal of such classification from RFLs records maintained with the Central Fraud Registry (CFR).
All lenders confirmed the removal of RFLs fraud classification from the CFR database.
• Removal of Corrective Action Plan by RBI
RBI, vide its letter dated January 18, 2018, had advised RFL to adhere to the Corrective Action Plan (CAP), which, inter alia, imposed restrictions on the extension of credit/investment, except in specified permitted categories and prohibited the declaration of dividends. These restrictions were imposed in the context of instances of financial mismanagement under the erstwhile promoters, including the diversion of funds through Corporate Loan Book (CLB) transactions and other non-core investments.
Over the years, RFL submitted various representations and communications to RBI seeking withdrawal of the CAP restrictions. Pursuant to its assessment of RFLs compliance with the applicable requirements, RBI vide its letter dated July 23, 2025, informed RFL that the CAP conditions and related restrictions had been withdrawn. RBI also acknowledged the measures undertaken by RFL, including changes in its management and Board of Directors and accordingly permitted withdrawal of the restrictions with immediate effect.
Following the removal of the regulatory restrictions, RFL has focused on strengthening its institutional and operational framework and establishing the necessary foundations for the measured revival of its lending operations.
During the year, RFL placed significant emphasis on strengthening Board oversight, enhancing its senior management team, reinforcing governance and further developing its risk management and internal control system. These measures are aimed at ensuring that RFLs operations remain aligned with regulatory requirements and prudent industry practices.
Going forward, RFL intends to progressively build a scalable and diversified lending franchise, with a focus on disciplined underwriting, prudent risk management and effective portfolio monitoring. RFL also proposes to leverage technology and digital capabilities to improve operational efficiency, enhance credit decision-making and strengthen portfolio monitoring across the lending lifecycle.
RFLs strategy will remain focused on sustainable and responsible growth, supported with sound governance, robust risk management and financial discipline. RFL will continue to invest in its people, technology and processes to strengthen its operating capabilities and position the business for measured growth while creating value for its customers, shareholders and all other stakeholders.
With strengthened governance structures, an experienced leadership team and a clearly defined strategic roadmap, RFL is well positioned to progressively participate in the evolving financial services landscape.
5. Composite Scheme of Arrangement
In FY 2022-23, Religare Broking Limited ("RBL" or "the Transferor Company"), a wholly owned subsidiary of the Company, and Religare Digital Solutions Limited ("RDSL" or "the Transferee Company"), wholly owned subsidiary of RBL, approved a Scheme of Arrangement ("the Scheme") under section 230-232 of the Companies Act, 2013. The Scheme inter alia provides for transfer of E-Governance Undertaking of the Transferor Company to the Transferee Company on a "slump sale" basis, as a going concern with the appointed date for the Scheme being April 01, 2022 in accordance with provisions of the Scheme. The Honble NCLT vide order dated June 13, 2025, approved the Scheme of Arrangement between RBL and RDSL, with effect from the Appointed Date, i.e., April 1, 2022, subject to certain conditions as outlined in the Order. Upon filing of the certified copy of the Order with the Registrar of Companies on August 19, 2025, the Scheme became effective in accordance with its terms. Consequently, during the current financial year, the E-Governance Business stands transferred to RDSL.
REGULATORY UPDATES Reserve Bank of India Inspection FY2024-25
RBI conducted a supervisory risk assessment of the Company under section 45N of the Reserve Bank of India Act, 1934, with respect to the financial position as on March 31, 2025. The Supervisory Letter from RBI indicating supervisory concerns was received by the Company in July 2025 for which replies indicating comments / compliance status were furnished to RBI within the timeline specified.
Securities and Exchange Board of India ("SEBI")
Interim Order cum Show cause notice
REL preferred an appeal against the interim show cause notice dated June 19, 2024 and letters dated May 31, 2024 issued by SEBI. Given that the open offer stood concluded and the SCNs were complied with, on July 25, 2025, the Appeal was withdrawn. In compliance with the order of July 25, 2025, REL and the Independent Directors (IDs) had submitted their respective representations to the SEBI on August 8, 2025 - setting out their respective positions (including, about misinformation provided by Dr. Saluja to the IDs), and clarifying that the SCNs stood addressed and nothing survived in the matter.
SEBI issued notice dated March 23, 2026 to REL, some of the current and past directors granting an opportunity of personal hearing through video conferencing on April 28, 2026 referring to the Interim Order dated Show Cause Notice dated June 19, 2024. The company and the current directors were represented.
SEBI has passed its final order on July 31, 2026 without any adverse order against the Company and its Directors.
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. The last requisition in the matter was received by RFL in June 2024 which was responded to appropriately.
• Corporate Loan Book
RFL has an exposure of 81,468 Lakhs as of March 31, 2025 towards the Corporate Loan Book ("CLB") after derecognising 60% CLB basis of upside sharing agreements with secured lenders. RBI had raised concerns regarding the credit worthiness of the borrowers, credit appraisal and loan sanctioning mechanism followed by RFL in respect of this book. The management reviewed the portfolio and the financial reports of respective borrowers to assess the recoverability of the said loans. Based on the maturity dates of the loans, recovery steps were initiated and the financial reports of the borrowers, RFL, on a prudent basis had, made full provision of 81,468 Lakhs during the previous years against this portfolio.
REL and RFL had initiated insolvency proceedings before the National Company Law Tribunal (NCLT), New Delhi against the concerned borrowers forming a part of the CLB category. Daiichi has sought impleadment and dismissal of petitions. The matter is pending at the stage of admission for completion of pleadings.
Further, RFLs insolvency petition against one of the borrower i.e. Annies Apparel was withdrawn by RFL as the borrower is already undergoing liquidation in a separate proceeding, wherein RFLs claim has been accepted by the Court. The Liquidation proceedings are currently ongoing.
RFL filed criminal complaints against three borrowers, namely Devera Developers Private Limited, Vitobha Realtors Private Limited and Best Health Management Private Limited u/s 138 of NI Act before the Ld. Magistrate, Tis Hazari Courts. The matters are sub-judice.
RFL also filed criminal complaint before the Economic Offence Wing (EOW), Delhi on December 19, 2018 against the erstwhile promoters and their other associated persons and entities for various criminal actions. F.I.R was registered under Sections 409, 420 and 120-B of Indian Penal Code, 1860. The matter is pending before the Honble Court for prosecution evidence.
The Zonal Office of Enforcement Directorate (ED) has also registered an enforcement case under the Prevention of Money Laundering Act, on the basis of aforementioned F.I.R and the matter is sub-judice.
RFL has created provision for the loans under the CLB portfolio as of March 31, 2024 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 for recovery of fixed deposits amounting to 79,145 Lakh (excluding 2,703.39 Lakh interest accrued and due till the date of original maturity i.e. July 20, 2018) which were allegedly misappropriated/ adjusted by Lakshmi Vilas Bank (LVB) without any authority from the Company. Notices have been issued to all the defendants. Further, RFL also filed an Application for summary judgement, to which DBS filed its Reply being the successor of LVB. The matter is sub-judice.
Apart from civil suit for recovery, RFL also filed a criminal complaint against LVB and others on May 15, 2019 with Economic Offences Wing, Delhi (EOW). The EOW registered a FIR dated September 23, 2019 against LVB & others for committing offence of criminal breach of trust and criminal conspiracy. EOW filed multiple Charge sheets before the Ld. Magistrate. Matter is sub-judice.
• Daiichi Sankyo Company Ltd. ("Daiichi") vs. Malvinder Mohan Singh (MMS) & Ors. pending before Delhi High Court, New Delhi
Daiichi Sankyo Company filed execution proceedings against REL, RCML and RCMIML. These entities have been impleaded as garnishee and objected that no amount is due and payable to Singh Brothers and their Companies, and hence, no amount is liable to be paid to Daiichi as Garnishee. Further, Daiichi obtained a status quo order on the brand "Religare" by allegedly suppressing the fact that the entire shareholding of M/s Elive Infotech Pvt. Ltd. ("Elive") has been pledged in favor of RFL as a security for various loans given to group companies of RHC. RFL filed its objections in the said matter, detailed explanation has been provided in Notes to Accounts section.
Furthermore, RFL filed objections regarding the sale of certain land parcels as mentioned in Execution Application No. 185 of 2022. Daiichi has also filed application seeking a forensic audit of the Religare Group Companies. REL and RFL have filed their objections to the same and the matter is sub-judice.
• Shivinder Mohan Singh (SMS) vs. REL & Ors. (Saket District Courts, Delhi)
SMS filed a suit for declaration against REL and its subsidiaries i.e. RFL, RCL, RSL, RCML, RCTL, RCMIML along with others before the court of Additional District Judge (ADJ), Saket Court, New Delhi. The suit seeks a declaration that the termination of the Indemnity cum Release Agreement by REL & its subsidiaries, is illegal and void-ab-initio. Religare entities have already filed their written statement in response to the suit. Furthermore, an application has also been filed on behalf of Religare entities, seeking dismissal of the suit.
The Plaintiff has filed an application seeking amendment of plaint. Religare Entities have filed replies to the said application. Matter is sub-judice.
• RCTL (now REL) vs. RHC HOLDING PVT. LTD. (NCLT, Principal Bench, Delhi)
RCTL (now REL) filed an application for initiating a Corporate Insolvency Resolution Process (CIRP) against the corporate debtor, RHC Holding Pvt. Ltd., for a principal amount of 9900 Lakh under Section 7 of the Insolvency and Bankruptcy Code (IBC), 2016. The petition was admitted on May 13, 2022 However, Daiichi filed an appeal to stay the NCLT proceedings and NCLAT stayed the NCLT admission order. The said appeal is pending before NCLAT.
• Religare Enterprises Ltd. Vs. Ligare Aviation Ltd [NCLT, PRINCIPAL BENCH, DELHI]
An application was filed by REL under Section 7 of the IBC, seeking initiation of CIRP against Ligare Aviation Ltd. in respect of a debt of 587 Lakh. The petition was admitted on July 18, 2023. The order of admission passed by the NCLT has been challenged before the NCLAT by a shareholder of Ligare Aviation Ltd. in Company Appeal, namely, Mr. Chandra Shekhar Jha & Anr. Vs Religare Enterprises Ltd & ORS. Additionally, Daiichi has also filed an appeal before the NCLAT challenging the NCLT order dated July 18, 2023 and NCLAT allowed the aforesaid appeal and set aside the NCLTs order.
Appeal has been filed before the Honble Supreme Court challenging the aforesaid order wherein notice is issued to the respondents.
• Sapna Govind Rao vs. Union of India & Ors. (Delhi High Court)
Sapna Govind Rao filed a writ petition seeking, inter-alia, issuance of a writ of certiorari or any other appropriate directions for quashing and setting aside the order dated December 09, 2024 issued by Reserve Bank of India, whereby conditional approval was granted for the acquisition and consolidation of REL and its associated NBFC. The Honble
High Court issued the notice to respondents. An application was filed seeking court intervention and stay of AGM and the said application was dismissed. The matter is sub- judice.
Sapna Govind Rao had also filed LPA against the said interim order dated January 31, 2025 dismissing the stay application for convening of the Annual General Meeting (AGM) scheduled for February 07, 2025, passed in writ petition seeking, to set aside the order and stay on (i) the open offer process, (ii) the conditional approval of the RBI to the open offer process, and (iii) the convening of the 40th AGM. The said appeals were dismissed as withdrawn on April 07, 2025.
• Dr. Rashmi Saluja v. SEBI & Ors (Delhi High Court)
Dr. Saluja filed the writ petition citing the inaction of the acquirers, SEBI and CCI in which she contends that her fundamental rights have been violated under the Constitution. Notice has been issued in the matter. The matter is sub-judice.
• Dr. Rashmi Saluja v. SEBI & Ors (Delhi High Court)
The writ petition was filed by Dr. Saluja against the open offer and the petition was dismissed as withdrawn on April 02, 2025.
• Dr. Rashmi Saluja vs. Religare Enterprises Limited (Delhi High Court)
The suit was filed by Dr. Saluja seeking a declaration that the Agenda item of the 40th Annual General Meeting of REL, pertaining to her re-appointment is illegal and non-est. She also sought declaration that she is entitled to serve on the board of the respondent till February 25, 2028. Furthermore, she requested a declaration that any resolution passed by REL or its agents with respect to her retirement is non-est and illegal. Additionally, an injunction was also sought to restrain REL from retiring or removing her from the Board till February 25, 2028. However, no injunction was granted. The matter was dismissed as withdrawn on May 04, 2026.
• Digvijay Laxhamsinh Gaekwad (Danny Gaekwad) VS. SEBI & Ors. [SAT, MUMBAI]
The Appeal was filed by Danny Gaekwad before the Securities Appellate Tribunal (SAT) challenging the SEBIs Impugned order dated February 14, 2025, whereby SEBI rejected his exemption application dated February 01, 2025. The exemption was sought from strict enforcement of Regulation 20 of the SAST Regulation allowing him to make his purported "competing offer" for 55% of outstanding equity share capital of REL at a price of I 275 per equity share. SAT dismissed the Appeal as devoid of merits.
• Appeal against IRDAI order dated July 23, 2024
The Insurance Regulatory and Development Authority of India (IRDAI) vide its Order Number IRDAI/F&I/ORD/ MISC/106/7/2024 dated July 23, 2024 (“Order") has directed CHIL to comply with the following:
To cause a buyback of 75,69,685 shares of CHIL allotted to Dr. Rashmi Saluja at the same price per share as the exercise price (i.e., 45.32 per share), in compliance with applicable laws including the provisions of Companies Act, 2013. The compliance and confirmation of the same needs to be completed within 30 days from the date of the Order.
To the extent of any stock options to Dr. Rashmi Saluja which remains unexercised and/or unvested as on the date of this Order, the Company is hereby directed to cancel and revoke such stock options. In any event Company shall ensure that no further grant and/ or allotment shall be made to Dr. Rashmi Saluja. The compliance and confirmation of the same needs to be completed within 15 days from the date of the Order.
In order to secure the proper management of the Company, from the date of the Order, any decision made by the Board of the Company in relation to any remuneration/ payment/ perquisite or other benefit, monetary or otherwise in relation to any member of the Board including MD & CEO of the Company, shall be implemented by the Company only after prior approval of IRDAI, till further orders.
In accordance with the powers vested under Section 102, a penalty of 100 Lakhs (Rupees One hundred Lakhs only) is imposed on the Company which is to be deposited within 45 days from the date of the Order.
The Board of Directors of the Company preferred to file an appeal before Securities Appellate Tribunal (“SAT"), Mumbai against the above Order. Upon hearing of the matter on August 09, 2024, the SAT passed an Order dated August 09, 2024 stating as under:
• The directions contained in Paragraph 22 (a) & 22 (b) of the Order pertaining to the Buyback of 75,69,685 shares of the Company allotted to Dr. Rashmi Saluja & Cancellation and Revocation of unexercised and / or unvested stock options of Dr. Rashmi Saluja, shall remain stayed for a limited period of 12 weeks with liberty to the respondent to seek vacation / modification of the order after filing the reply;
• Dr. Rashmi Saluja shall not deal with the 75,69,685 shares of the Company in any manner and maintain status quo in respect of these shares and shall not exercise option in respect of unexercised and, or unvested stock options of the Company, if any;
• The directions contained in Paragraph 23 of the Order pertaining to payment of penalty of 100 Lakh (Rupees One hundred Lakh only) by the Company shall remain stayed subject to deposit of 50% of the penalty amount within four weeks from the Order. The same shall be kept in an interest bearing account with the IRDAI.
During the current year, CHIL sought to withdraw this appeal, it was dismissed as withdrawn by SAT vide its order dated June 10, 2025. Consequently, the balance 50% of the penalty has also been paid by CHIL. Although, the Company has withdrawn its appeal against the IRDAI order relating to the grant of ESOPs to its former Non-Executive Chairperson, the matter remains sub judice due to an appeal filed by Dr. Rashmi Saluja. The Company has filed an impleadment application before SAT on December 13, 2025, which was taken on record in March, 2026 and is still pending.
The Authorized Share Capital of the Company as on March 31, 2026 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 face value 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 face value 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 increased from 3,30,65,36,630/- (Rupees Three Hundred Thirty Crores Sixty Five Lakhs Thirty Six Thousand Six Hundred and Thirty only) consisting of 33,06,53,663 (Thirty Three Crores Six Lakhs Fifty Three Thousand Six Hundred and Sixty Three only) equity shares of face value of 10/- (Rupees Ten only) each to 3,32,89,04,790/- (Rupees Three Hundred Thirty Two Crores Eighty Nine Lakhs Four Thousand Seven Hundred and Ninety only) consisting of 33,28,90,479 (Thirty Three Crores Twenty Eight Lakhs Ninety Thousand Four Hundred and Seventy Nine only) equity shares of face value of 10/- (Rupees Ten only) each.
The issued, subscribed and paid up equity share capital as on March 31, 2026 is 3,32,89,04,790/- (Rupees Three Hundred Thirty Two Crores Eighty Nine Lakhs Four Thousand Seven Hundred and Ninety only).
Post March 31, 2026 and till the date of this report, the Company has made an allotment of 1,18,43,263 Equity Shares of face value of 10/-each on conversion of warrants and receipt of balance 75% of the issue price of warrants amounting to 208.73 Crore
Pursuant to the said allotment, the issued, subscribed and paid up equity capital of the Company stands increased from 3,32,89,04,790/- divided into 33,28,90,479 equity shares of face value of 10/- each to 3,44,73,37,420/- divided into 34,47,33,742 equity shares of face value of 10/- each.
During the financial year under reporting, the Company raised funds as stated in the para “Preferential Issue" under “Major Events" section. The Company has utilized the funds received from the warrant holders as per the Objects stated in the Explanatory Statement to the Notice dated July 11, 2025 of EGM read with corrigendum and addendum to the EGM Notice dated July 31, 2025 sent to shareholders of the Company. There were no unutilized funds under the same as on March 31, 2026.
The Company has two types of Preference Shares outstanding as on date comprising 15 Lakhs 13.66% Cumulative NonConvertible 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 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, the Company has also filed a criminal complaint before the Economic Offences Wing, Delhi Police for various offences under the Indian Penal Code, 1860 w.r.t transactions relating to issuance and redemption of said Preference Shares.
Further, due to non-payment of dividend by the Company continuously for two years on 2016 Preference Shares, voting rights triggered on these Preference Shares in terms of relevant provisions of the Act. The Company has also not paid dividend on 2008 Preference Shares but the Company has a letter dated August 20, 2012 from then holder of these 2008 Preference shares irrevocably and unconditionally waiving off the voting rights on 2008 Preference Shares. The Company has not redeemed aforesaid 2016 Preference Shares with redemption value amounting 4,212.75 Lakhs due for redemption on August 30, 2021 and which is outstanding as of March 31, 2026.
The Company has filed the 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 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.
There are no outstanding non-convertible debentures as on date.
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.
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, 2026 is available on website of the Company and can be accessed through the link https://www.religare.com/annual-returns.
Your Company is registered with the RBI as a Core Investment Company (CIC) vide Certificate No. N-14.03222 dated June 03, 2014, and is classified as a NBFC - Middle Layer in accordance with the RBI Scale Based Regulatory Framework. As a CIC, your Company is primarily engaged in the business of investment in 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 CIC, 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 on March 31, 2026.
Further, in compliance with the RBI (Core Investment Companies) Directions, 2025 read with (Non-Banking Financial Companies - Prudential Norms on Capital Adequacy) Directors, 2025, as amended the Company conducted an Internal Capital Adequacy Assessment (ICAAP) based on its financial position as on March 31, 2026 basis the Companys ICAAP policy. It was observed that the Company was adequately capitalized to cover for all material risks.
bookmark41>RELIGARE EMPLOYEES STOCK OPTION SCHEME
The Nomination and Remuneration Committee ("Committee") of the Board of Directors of the Company, inter alia, administers and monitors the Employees Stock Option Scheme of the Company in accordance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.
During the year under review, the Committee granted 15,45,866 stock options under the Religare Enterprises Limited Employees Stock Option Plan 2019.
Details, as required under the SEBI ESOP Regulations, of Religare Employees Stock Option Plan 2019 ("ESOP Scheme 2019") have been uploaded on the website of the Company and can be accessed through the link https://www.religare. com/employee-stock-option-schemes
Certificate from the Secretarial Auditors confirming that ESOP Scheme 2019 has been implemented in accordance with the SEBI ESOP Regulations has been uploaded on the website of the Company and can be accessed through the link https:// www.religare.com/employee-stock-option-schemes and will be available for inspection by the members in the forthcoming Annual General Meeting of the Company.
CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL
The following changes have occurred in the composition of the Board of Directors of the Company during the year under review:
RBI vide its letter dated July 08, 2025 (RBI approval) approved the appointment of following Directors effective from July 08, 2025:
• Mr. Arjun Lamba (Non-Executive & Non-Independent Director)
• Mr. Gurumurthy Ramanathan (Non-Executive & NonIndependent Director); and
• Mr. Suresh Mahalingam (Non-Executive & Non-Independent Director)
Further, pursuant to the recommendation of the Nomination & Remuneration Committee at its meeting held on March 30, 2026, the Board of Directors of the Company at their meeting held on the same day, subject to the approval of shareholders, appointed Mr. Arjun Lamba, Non-Executive & NonIndependent Director, as Whole-time Director (designated as Executive Director) of the Company for a period of 5 years effective from April 01, 2026. Subsequently, shareholders of the Company at their Extraordinary General Meeting held on May 05, 2026 approved the appointment of Mr. Arjun Lamba as Whole-time Director (designated as Executive Director) of the Company. Considering Mr. Lambas engagement in the day- to-day affairs of the Company and his experience, pursuant to the recommendation of the Nomination and Remuneration Committee, the Board, on August 12, 2026, approved his redesignation as Managing Director of the Company, subject to approval of shareholders of the Company.
In accordance with the provisions of Section 152 of the Act, Mr. Gurumurthy Ramanathan, retires at the ensuing AGM, and being eligible, offers himself for re-appointment. Brief details of Mr. Gurumurthy Ramanathan, seeking re-appointment, are given in the Notice of the AGM.
In the opinion of the Board, the Independent Directors appointed are persons of integrity and fulfil requisite conditions as per applicable laws and are independent of the management of the Company.
Further in the opinion of the Board, the Directors appointed possess requisite qualifications, experience, expertise, proficiency and hold high standards of integrity.
Further, based on the recommendation of the Nomination and Remuneration Committee (NRC) in its meeting held on November 13, 2025, the Board of Directors of the Company in their meeting held on November 13, 2025, have subject to approval of shareholders and prior approval of the RBI, approved the appointment of following individuals as Additional Directors (Non - Executive and Non - Independent) of the Company:
• Dr. Anand Chand Burman, Additional Director (Non - Executive and Non - Independent);
• Mr. Mohit Burman, Additional Director (Non - Executive and Non - Independent);
• Mr. Aditya Chand Burman, Additional Director (Non - Executive and Non - Independent); and
• Mr. Jimeet Vipul Modi, Additional Director (Non - Executive and Non - Independent)
Accordingly, the Company made an application to RBI seeking prior approval for the appointment of above said individuals as Non-Executive and Non- Independent Directors to the Board of the Company.
The approval of RBI is awaited as on the date of this report.
Key Managerial Personnel (KMP)
In terms of Section 203 of the Act, following are the KMPs of the Company as on March 31, 2026:
• Mr. Anuj Jain, Company Secretary & Compliance Officer
• Mr. Pratul Gupta, Chief Financial Officer *
*During the year under review, Mr. Pratul Gupta, Head- Strategy, M&A & IR of the Company, who was appointed as Interim Chief Financial Officer of the Company with effect from August 12, 2025 was subsequently re- designated as Chief Financial Officer with effect from November 13, 2025.
Post closure of the financial year ended March 31, 2026, following changes took place in the KMPs of the Company:
• Mr. Arjun Lamba, appointed as Whole-time Director w.e.f April 01, 2026
• Mr. Babu Rao P., Group General Counsel & Group Chief Compliance Officer has been designated as KMP w.e.f May 12, 2026
• Mr. Anuj Jain, Company Secretary & Compliance Officer resigned w.e.f July 31, 2026; and
• Mr. Arjun Lamba has been re-designated as Managing Director w.e.f August 12, 2026
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 Independent Directors have registered themselves with the Indian Institute of Corporate Affairs (IICA) for the inclusion of their name in the data bank of independent directors, pursuant to the provision of Rule 6(1) of Companies (Appointment and Qualification of Directors) Rules, 2014.
In terms of Regulation 25(8) of the SEBI LODR Regulations, the Independent Directors have confirmed that they are not aware of any circumstances or situation which exist or may be anticipated, that could impair or impact their ability to discharge their duties.
In the opinion of the Board, Independent Directors qualify the criteria of Independent Director as mentioned in the Act and SEBI LODR Regulations and are independent of the management.
Further, all the Directors of the Company have confirmed that they satisfy the "Fit and Proper" criteria as prescribed in the Directors Appointment & Fit and Proper Policy of the Company.
Pursuant to the requirements of RBI Directions, the Company has received confirmation from all the Independent Directors that they are not on the Board of more than three NBFCs in Upper or Middle Layer.
BOARD EVALUATION AND INDEPENDENT DIRECTORS MEETING
Pursuant to the provisions of the Act and SEBI LODR Regulations, the Board is required to carry out an annual performance evaluation of its own performance, the performance of the directors individually as well as the evaluation of the working of its Committees.
The performance evaluation of the members of the Board, the Board Level Committees and Board as a whole was carried out in the Board meeting held on May 12, 2026 as per the Board Evaluation Policy of the Company. The Board expressed its satisfaction with the evaluation process. The manner in which evaluation has been carried out and criteria of evaluation has been explained in the Corporate Governance Report.
The Independent Directors met without the presence of other directors or members of Management on May 12, 2026 to, inter-alia, carry out the performance evaluation.
All the Independent Directors were present at the meeting. In the meeting, the Independent Directors reviewed performance of Non-Independent Directors, the Board as a whole and Chairperson. They assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board.
APPOINTMENT & REMUNERATION POLICY
The Nomination and Remuneration Committee is authorized to determine the criteria of appointment of Directors and to identify candidates for appointment to the Board of Directors. In evaluating the suitability of a person for appointment / reappointment as a Director, the Committee takes into account the eligibility, qualification, skills, expertise, track record, integrity and fit and proper credentials 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 the RBI Directions.
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 applicable RBI Directions.
The Remuneration Policy(ies) are stated in the Corporate Governance Report. The relevant Policy(ies) are being updated regularly and have been uploaded on the website of the Company and can be accessed through the link https://www. religare.com/policies.
INTERNAL CAPITAL ADEQUACY ASSESSMENT PROCESS ("ICAAP")
In compliance with the RBI (Core Investment Companies) Directions, 2025 read with RBI (Non-Banking Financial Companies - Prudential Norms on Capital Adequacy) Directions, 2025 as amended, the Company being a NBFC Middle Layer is required to make a thorough internal assessment of the need for capital, commensurate with the risks in their business, on similar lines as ICAAP prescribed for commercial banks under Pillar 2 under RBI (Commercial Bank - Prudential Norms on Capital Adequacy) Direction, 2025, as amended in line with the Companys comprehensive board - approved ICAAP Policy.
The objective of ICAAP is to assess on an ongoing basis the adequacy of capital so as to ensure availability of capital considering all risks in business so as to enable better assessment, monitoring and management of risks as well as efficient capital management and capital planning commensurate with the business of the Company and risks it is exposed to.
The Company conducted an ICAAP as per the ICAAP Policy, the ICAAP indicated that the Company is adequately capitalized to cover for all the material risks including in stress scenarios.
In compliance with the applicable RBI Guidelines, the Company has put in place a Board approved Compliance Policy.
INFORMATION TECHNOLOGY AND CYBER SECURITY
In compliance with applicable RBI directions it has laid down an information technology framework for the NBFC sector to formulate IT framework inter-alia on IT Governance, IT Policy, Information and Cyber Security, IT Operations, IS Audit, Business Continuity Planning and IT Services Outsourcing by the NBFCs. Pursuant to the framework, the Company has constituted the IT Strategy Committee.
Pursuant to the said directions / framework, the Company has put in place policies which, inter alia, includes Business Continuity Policy, Information Security Policy, Information Technology Policy, Cyber Security Policy, IT Outsourcing Policy etc. and has taken all appropriate measures necessary to strengthen the IT environment and cyber security in the Company.
BOARD/COMMITTEE COMPOSITION AND MEETINGS
During the financial year under review nine (9) meetings of the Board of Directors were held. A calendar of meetings is prepared and circulated in advance to the Directors.
The Company has the following Board Committees:
1. Audit & Governance Committee
2. Nomination and Remuneration Committee
3. Stakeholders Relationship Committee
4. Group Risk Management Committee
5. Corporate Social Responsibility & ESG Committee
6. Asset Liability Management Committee
7. Investment Borrowing & Share Allotment Committee
8. IT Strategy Committee
9. Committee of Independent Directors*
10. Review Committee
*Committee of Independent Directors (COID) was originally constituted during Open Offer in October 2023 pursuant to the requirements of Regulation 26(6) of SEBI SAST Regulations, 2011. The COID was subsequently re-constituted on February 14, 2026, pursuant to the requirements of Master Circular No. SEBI/HO/CFD/ POD-2/P/CIR/2023/93 dated June 20, 2023 issued by SEBI on scheme of arrangement, to inter-alia review, consider, approve and recommend to the Board of Directors of the Company the draft Scheme of Arrangement between Religare Enterprises Limited and Religare Finvest Limited and their respective shareholders and creditors under Section 230-232 read with Sections 52 and 66 and other applicable provisions of the Companies Act, 2013.
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 & ESG ("CSR & ESG") Committee. The CSR & ESG Committee has formulated and recommended to the Board, a CSR Policy which provides the overview of projects or programs and the guiding principles for selection, implementation and monitoring of the CSR activities, which has been approved by the Board.
The Company was not required to spend money under CSR for financial year ended 2025-26 as prescribed under Section 135 of the Act as the Company incurred an average net loss of 3,666.08 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".
Following awards and recognitions were received by the subsidiaries of the Company during the period under review -
• Care Health Insurance Limited
- Smart Insurer Award and Sales Champion Award in the health insurance category at ET Now Insurance Summit & Awards 2025
- Best Innovation Leveraging AI/ML Services at AI Impact Summit 2026
- HR Team of the Year, India HR Summit & Awards 2025 by Synnex Group
- Document Management Award, Technology Senate Awards 2025
- Best Team Project- DevOps Automation - India DevOps Show 2025
- Enterprise Security Award - BFSI Technology Awards 2025
- Enterprise Security Award, Technology Senate Awards 2025
The Company did not have any credit ratings during the year under review, as it has no outstanding borrowing facilities which required a credit rating.
During the year, the credit ratings of the Companys subsidiaries were revised/ upgraded as follows:
• Care Health Insurance Limited: In January 2026, India Ratings and Research upgraded CHILs Proposed Subordinated Debt Rating from IND A+/Stable to IND AA-/Stable and also upgraded its Long Term Issuer Rating to IND AA-/Stable.
• Religare Broking Limited: In July 2025, CARE Ratings Limited upgraded the ratings assigned to RBLs Bank Loan Facilities from CARE BBB/Stable to CARE BBB+; Stable for its LongTerm Bank Facilities and from Care A3+ to CARE A2 for its Short-Term Bank Facilities. The ratings were also removed from Rating Watch with Positive Implications and assigned a Stable outlook.
Subsequently, in August 2025, CRISIL Ratings Limited enhanced the rated amount of RBLs Bank Loan Facilities from 35,000 Lakh to 50,000 Lakh and reaffirmed the ratings at CRISIL BBB/Stable for the Long-Term Bank Facilities and CRISIL A3+ for the Short-Term Bank Facilities.
• Religare Finvest Limited: RFL did not have any credit rating as on March 31, 2026.
• Religare Housing Development Finance Corporation Limited: During April 2025, ICRA Limited upgraded ratings assigned to RHDFCLs Long-Term/Short-Term Bank Lines of 40,000 Lakh from [ICRA]BB (Stable)/[ICRA]A4 to [ICRA] BBB- (Stable)/ [ICRA]A3. The ratings were subsequently reaffirmed in June 2026.
Care Ratings Limited in August 2025 upgraded the rating assigned to RHDFCLs Long-Term Bank Facilities (proposed) of 50,000 Lakh from CARE BB+/Stable to CARE BBB-/ Stable.
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 2025-26 have been paid to both the Stock Exchanges.
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 in 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.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION
Even though operations of the Company are not energy intensive, the management has been highly conscious of the importance of conservation of energy and technology absorption at all operational levels and efforts are made in this direction on a continuous basis. In view of the nature of activities which are being carried on by the Company, the particulars as prescribed under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 regarding conservation of energy and technology absorption are not applicable to the Company and hence have not been provided.
FOREIGN EXCHANGE EARNINGS AND OUTGO
The Company has incurred 0.49 Lakhs expenditure (previous year: I 0.35 Lakhs) in foreign exchange and earned NIL income (previous year: NIL) in foreign exchange during the year under review on a standalone basis.
The Company is in the financial services industry. In view of the nature of activities which are being carried on by the Company, the maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Act is not applicable on the Company and hence such accounts and records are not maintained.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
No amount was required to be transferred by the Company to the Investor Education and Protection Fund (IEPF) during the financial year under reporting.
The Company has appointed the Company Secretary as Nodal Officer for the IEPF authority, the details of which are available on the website of the Company at https://www.religare.com/ investor-contacts.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of their knowledge and ability, confirm that:
a) i n the preparation of the annual financial statements for the year ended March 31, 2026, the applicable accounting standards have been followed along with proper explanation relating to material departures;
b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the Loss of the Company for that period;
c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) they have prepared the annual accounts on a going concern basis;
e) they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively; and
f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
The Company is committed to uphold high standards of Corporate Governance and adhere to the requirements set out by the Securities and Exchange Board of India.
A detailed report on Corporate Governance along with the Certificate of M/s DPV & Associates LLP, Company Secretaries regarding compliance with conditions of Corporate Governance as stipulated in Schedule V of the SEBI LODR Regulations and a certificate from M/s. MAKS & Co., Company Secretaries that none of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as Directors of companies by Board / Ministry of Corporate Affairs or any such statutory authority forms integral part of this Report.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
Pursuant to Regulation 34(2)(f) of the SEBI LODR Regulations, the Business Responsibility and Sustainability Report is annexed and forms integral part of this Report.
In compliance with Reserve Bank of India (Non-Banking Financial Companies - Statutory Audit) Directions, 2026, statutory auditors of the Company cannot be appointed for a term of more than three continuous years. The Board of Directors of the Company in their meeting held on February 21, 2025 on recommendation of Audit & Governance Committee proposed the appointment of M/s J C Bhalla & Company, Chartered Accountants (Firm Registration No. 001111N) as statutory auditors of the Company to hold office for a period of three consecutive years commencing from the financial year 2024-25 until the conclusion of the 43rd Annual General Meeting of the Company to be held in the year 2027 for the approval of shareholders.
Accordingly, shareholders in their Extra-ordinary General Meeting (EGM) held on April 10, 2025 approved the appointment of statutory auditors for FY 2024-25. The appointment was effective from the date of approval of shareholders in their EGM dated April 10, 2025 until the conclusion of 41st AGM. The appointment for subsequent two years i.e. for financial years 2025-26 & 2026-27 until the conclusion of 43rd AGM of the Company to be held in the year 2027 was approved by the shareholders in the 41st AGM of the Company held on September 29, 2025.
M/s J. C. Bhalla & Co., Chartered Accountants (Firm Registration No. 001111N), had duly conveyed their consent to be appointed as statutory auditors of the Company along with necessary consent/ eligibility certificate / disclosure / confirmation in terms of the Act and RBI Circular, confirming that they are not disqualified to be appointed as statutory auditors.
The Reports given by the Auditor on the financial statements of the Company form part of the Annual Report. There is no qualification in the Auditors Report on the standalone and consolidated financial statements for the financial year ended March 31, 2026 and hence, no explanation is required thereon.
As per provisions of Section 204 of the Act, M/s P I & Associates was the Secretarial Auditors of the Company to conduct the Secretarial Audit for the financial year ended March 31, 2026. The Secretarial Audit Report in form MR-3 for the financial year ended March 31, 2026, is annexed to this Report. Qualifications in report of the Secretarial Auditor and management responses thereto are given below: -
S. No. Auditors remarks |
Management response |
1. That during the Audit Period, the office of the Chief Financial Officer (CFO) remained vacant following the resignation of Mr. Nitin Aggarwal with effect from November 12, 2024. Further, the office of Whole- time Director/Executive Director remained vacant following the cessation of Dr. Rashmi Saluja with effect from February 07, 2025. The Company did not fill these vacancies within three months (or six months in case regulatory approval is required to fill the vacancy) as required under Regulation 26A(1) & 26A(2) of the Listing Regulations and within six months as required under Section 203(4) of the Companies Act, 2013. |
The Company acknowledges the observation. As shareholders are aware, there was a change in the management of the Company during FY 2024-25 and FY 2025-26. In view of the transition in management, the new management required some time to familiarise itself with the affairs and operations of the Company and to identify and evaluate suitable candidates for the respective positions. |
The said vacancies have subsequently been filled up by the Company with appointment of Mr. Pratul Gupta as CFO (Interim) with effect from August 12, 2025 and subsequently re-designated him as CFO with effect from November 13, 2025, and appointment of Mr. Arjun Lamba as Whole- time Director (designated as Executive Director) with effect from April 01, 2026 respectively. Both appointments were, however, made beyond the timelines prescribed under the applicable provisions. |
After due consideration and evaluation, the Company appointed Mr. Pratul Gupta as CFO (Interim) with effect from August 12, 2025, who was subsequently re-designated as CFO with effect from November 13, 2025. Further, Mr. Arjun Lamba was appointed as Whole-time Director, designated as Executive Director, with effect from April 01, 2026. |
2. Since the Company as on March 31, 2025 did not have any Executive Director (ED)/Managing Director (MD), CEO & CFO, therefore no certificate signed by ED/MD/CEO & CFO, in pursuance of requirements of Regulation 17(8) of SEBI Listing Regulations, confirming the compliance of Part B of Schedule II of SEBI Listing Regulations, was placed before the board of directors of the Company and thus the same was not annexed to the annual report of the Company for FY 2024-25, approved and adopted by the shareholders of the Company at their Annual General Meeting held on September 29, 2025. |
The Company has since filled both the positions and remains committed to ensuring timely compliance with the applicable statutory and regulatory requirements going forward. |
The Company acknowledges the observation. As shareholders are aware, there was a change in the management of the Company during FY 2024-25 and FY 2025-26. In view of the transition in management, the new management required some time to familiarise itself with the affairs and operations of the Company and to identify and evaluate suitable candidates for the respective positions. |
|
After due consideration and evaluation, the Company appointed Mr. Pratul Gupta as CFO (Interim) with effect from August 12, 2025, who was subsequently re-designated as CFO with effect from November 13, 2025. Further, Mr. Arjun Lamba was appointed as Whole-time Director, designated as Executive Director, with effect from April 01, 2026. |
|
Due to vacancy in aforesaid positions as on March 31, 2025, Certificate could not be signed by ED/ MD/CEO & CFO, in pursuance of requirements of Regulation 17(8) of SEBI Listing Regulations. |
Further, the secretarial audit reports of material subsidiary(ies) of the Company in FY 2025-26 is annexed to this Annual Report.
Pursuant to the provisions of Regulation 24A of SEBI Listing Regulations and Section 204 of the Act read with the Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the shareholders of the Company at their Annual General Meeting (AGM) held on September 29, 2025 appointed M/s. P I & Associates, Practicing Company Secretaries as the Secretarial Auditors of the Company for a term of five consecutive years from FY 2025-26 to FY 2029-30.
The Company has appointed an internal auditor as per the requirement and in compliance with Section 138 of the Companies Act, 2013.
The provisions of Section 148 of the Act, with respect to maintenance of Cost Records/ Cost Audit as specified by Central Government are not applicable on the Company.
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.
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 & Governance Committee for approval as per the Related Party Transactions Policy of the Company as approved by the Board. As required under SEBI LODR Regulations and other applicable regulations, the Related Party Transactions Policy is also uploaded on the website of the Company and can be accessed through the link https://docs.religare.com/pdf/5 Religare-RPT-Policy Feb-14-2026.pdf.
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.
However, nil report in the format AOC-2 has been annexed to this report as Annexure B.
Risk Governance is an essential aspect of the strategy of the Company intended at identification, assessment and mitigation of the potential risks that could affect the Companys operations, financial performance, sustainability and reputation. The Board of Directors of the Company are responsible for ensuring oversight of the risk management policies & procedures and has constituted a Group Risk Management Committee (GRMC), which is ultimately responsible to frame, implement, monitor and periodically review the effectiveness of the risk management plan and make appropriate modifications as and when necessary. GRMCs role has been aligned to requirements of the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, RBI Master Directions for Core Investment Companies and other applicable regulatory requirements. Process has been laid down to periodically apprise the GRMC about prevalent risks and corrective plans adopted by the respective group entities to mitigate the identified risks.
The Company is registered as a Core Investment Company. As an investment holding company, the management function includes oversight of risk function prevalent to the Company and its key operating subsidiaries. The Company has a comprehensive Risk Management framework and overarching Risk Management Policy, which has been adopted by each of the key operating subsidiaries while formulating their Risk Management Policy. Key risks applicable to the Company are identified in the Risk Management Policy of the Company. Risk Management Policy is aimed at identification, assessment, mitigation, monitoring and reporting of identifiable risks and documenting of each identified risk along with the mitigation plan. Respective functional head and/or risk management department of key operating subsidiaries are responsible for implementation of the Risk Management system and maintenance of record of risk and mitigation plan in Risk & Control Matrix (RCMs) for their respective functional areas, which are updated and tested periodically. Therefore, the risk governance and framework defines the risk management approach including risk identification, documentation, testing and reporting on a periodical basis. The framework has different risk parameters, which help in identification of risks and their classification as High, Medium and Low categories based on likelihood, impact and velocity in various risk types such as operational, financial, compliance and reputation risk. Qualitative and quantitative assessment is done to determine
the likelihood and impact of identified risks, which are ultimately plotted on a matrix based on severity and probability.
Further, the company has developed a subsidiary risk limit framework, constituting prudential limits and associated risk tolerance limits of subsidiaries, which is a robust framework for governance of subsidiaries especially in terms of risk management parameters and corresponding threshold to be monitored by the Company in a periodic manner. This subsidiary risk limits framework aligns with the regulatory and business requirements to monitor major risk thresholds emanating from key industry and regulatory risk at each subsidiary level. Framework is structured to align with RELs business objectives and to adapt to the dynamic external environment, technological advancements and evolving global standards and best practices. It aims to safeguard the continuity of operations and protect the interests of all stakeholders, customers, business partners, outsourced service providers, employees and regulators for the holding company as well as the subsidiaries.
Reviews and reporting of risk environment and performance is conducted on a quarterly basis. The testing and evaluation of control environment around Risk Management is integrated and aligned with the quarterly internal audit process. The GRMC of the Company and respective Risk Management Committee/Board of Directors of its key operating subsidiaries reviews the risk management policy on a periodic basis. Further, adequacy of design and operating effectiveness of key processes and controls, as documented in the risk and control matrices, are tested and a consolidated dashboard of Risk and Control review results across the Company and its key operating subsidiaries are presented to the GRMC and Audit & Governance Committee of the Board on a quarterly basis.
Further, to enable oversight of the Risk management function prevalent at each of the key operating subsidiaries, the management team of each key operating subsidiaries make presentation on key risk types, as defined in the respective Risk Management Policy, to the GRMC of the Company on a quarterly basis.
Financial reporting and fraud risks are duly considered in the risk management framework. Risks are mapped with controls and Risk management framework is revisited and revised based on prevailing practice and relevance.
Therefore, the Company has implemented a formal risk management policy and framework to ensure that a comprehensive risk management process is in place at all times, including appropriate board and senior management oversight and the process take into account appropriate steps to comply with applicable regulatory rules, regulations, principles and guidelines and to ensure the adequacy of relevant risk reporting to the Committees and Board.
VIGIL MECHANISM/ WHISTLE BLOWER POLICY
The Company has a vigil mechanism named Whistle Blower Policy to deal with instance of unethical practices, fraud and mismanagement, actual or suspected fraud or violation of the 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://docs.religare.com/pdf/Religare- Whistle-Blower-Policy Feb-14-2026.pdf.
During the year under review, no complaint pertaining to the Company was received under the Whistle Blower mechanism.
INTERNAL FINANCIAL CONTROLS AND INTERNAL CONTROL SYSTEM
The Company and its subsidiaries have Internal Control Systems, commensurate with the size, scale and complexity of its operations, which encompasses the policies, standard operating procedures, approval/authorization matrix, circulars/ guidelines, and risk & control matrices for ensuring the orderly and efficient conduct of its business & support functions, adherence to these policies & procedures, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and timely preparation of reliable financial information during the process of financial reporting. Such detailed controls ensure productive and effective use of resources to the extent that the assets are safe-guarded, transactions are duly approved, registered and adequately reported and checks and balances ensure consistency and reliability of the accounting data.
Being a registered NBFC (CIC), the Company is exposed to various risks as stated in the Risk Management Policies of the Company and its subsidiaries. The Company and its subsidiaries have adequate control environment for identification, assessment, monitoring, mitigation and reporting of applicable risks on a periodical basis through an effective Risk Management Framework that has been developed encompassing all the key business and support functions. Mitigation plans and controls are documented for each identified risk in the form of policies & standard operating procedures and Risk & Control Matrices (RCM). Risks/controls documented in the RCMs are mapped to each of the financial statement line items (FSLI) and financial assertions to ensure comprehensiveness of the internal financial controls and mitigation plans. The Company has separate RCMs for Process Level Controls (PLC) and Entity Level Controls (ELC). Similarly, Information Technology controls relating to Information Security, Cyber Security and Other Information Technology
General Controls (ITGC) have also been identified, assessed and documented, which are updated periodically.
Further, the Company and its subsidiaries have established robust framework for reviewing and strengthening the systems, policies, processes and procedures in order to mitigate the risks arising from time to time. Internal Financial Controls (IFC) documentation, including Standard Operating Procedures (SOPs) and Risk Control Matrices (RCMs), are reviewed and updated periodically to provide reasonable assurance regarding the effectiveness of internal controls. The management ensures that adequate controls are designed and operating effectively and that any control deficiencies identified during periodic reviews are addressed through timely corrective actions. The outcome of these periodic reviews including significant observations and the status of remediation measures, is reported to the Management and respective Committees of the Board on a quarterly basis.
The Company and its subsidiaries have an elaborate internal audit policy and framework approved by the respective Audit & Governance Committees of the Board. The scope, authority and structure of the Internal Audit function has been defined in the comprehensive Internal Audit Policy. The Company also conducts Information System and Cyber Security Audit on a yearly basis and the report is presented to the Audit and Governance Committee of the Board. Information System and Cyber Security Audit enable the Company to keep a check on technology-related risks and also improve business efficiency and distribution capabilities.
Based on the integrated report of internal audit and IFC, process owners undertake corrective action in their respective areas and thereby strengthen the internal controls. Significant internal audit observations (rated high and medium risk) and corrective actions thereon, along with IFC dashboard, are presented to the Audit and Governance Committee of the Board on periodical basis. The Internal Audit also assesses opportunities for improvement in business processes, systems and controls, provides recommendations, designed to add value to the organization and follow up the implementation of corrective actions. The Audit and Governance Committee of the Board reviews and evaluates adequacy and effectiveness of the 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 such internal Financial Controls are adequate and operating effectively during the financial year.
CONFIRMATION UNDER FOREIGN EXCHANGE MANAGEMENT (NON-DEBT INSTRUMENTS) RULES, 2019 ON DOWNSTREAM INVESTMENT
The Company is an Indian Owned and Controlled Company ("IOCC") as defined under the applicable FDI Regulations and therefore the terms and conditions in relation to its downstream investments in Indian companies were not applicable during the year ended March 31, 2026.
DISCLOSURE UNDER SECTION 54 (1) (D) OF THE COMPANIES ACT, 2013 ("Act")
The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.
DETAILS OF FRAUD REPORTABLE BY AUDITOR
During the year under review, neither the statutory auditors nor the secretarial auditors of the Company disclosed any instance of fraud committed against the Company by its officers or employees required to be disclosed in terms of Section 143(12) of the Act.
HUMAN RESOURCES
Our employees are the cornerstone of our organization wide resilience and growth. We remain committed to nurturing a performance driven workplace thats rooted in innovation, development and robust corporate governance.
As part of our strategic transformation, we are rebuilding the organization by actively attracting experienced talent from the industry and aligning them to the companys growth vision. In line with this approach, we are strengthening our leadership team to advance our technological and operational capabilities.
To scale up the organization in the new phase of growth, efforts are encouraged to build initiatives that foster a culture of collaboration enabling our employees to grow collectively.
Upskilling of our employees is fundamental to achieving sustained and long term business results. Building a workplace culture that is equitable, inclusive and all the while adhering to the highest standards of ethics and corporate governance remain vital for the organization.
As we transition into this growth era, employee sentiment is positive, reflecting a shared sense of commitment and teamwork to the way forward and driving value for our stakeholders. We firmly believe that an engaged and fulfilled workforce drives institutional value.
Our focus remains to build an ecosystem where our human capital is valued, empowered and well equipped to achieve organizational excellence.
Further, details of employees as on March 31, 2026 is given below:
Female |
Male |
Transgender |
10 |
20 |
0 |
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT THE WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has in place Prevention of Sexual Harassment at Workplace Policy in line with the requirements of The Sexual Harassment of Women at the Work Place (Prevention, Prohibition and Redressal) Act, 2013 and rules made thereunder. An Internal Complaints Committee (ICC) is in place as per the requirements of the said Act to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.
Following is the summary of sexual harassment complaints received and disposed of during the year:
• No. of complaints received: 0
• No. of complaints disposed of: 0
• No. of complaints pending: 0
• No. of complaints pending for more than ninety days: 0
COMPLIANCE ON MATERNITY BENEFIT ACT, 1961/ CODE ON SOCIAL SECURITY, 2020
The Company has complied with the applicable provisions of Maternity Benefit Act, 1961/ Code on Social Security, 2020 for female employees with respect to leaves and maternity benefits thereunder.
PARTICULARS OF EMPLOYEES
The details required under Section 197(12) of the Act read with Rule 5(1) & 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are annexed as "Annexure C" 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.
CHANGE IN REGISTERED OFFICE OF THE COMPANY
Presently, the registered office of the Company is situated in National Capital Territory of Delhi at First Floor, Office No. 101, 2E/23, Jhandewalan Extn., New Delhi -110055.
As the operations of the largest material subsidiary of the Company are being carried out from its corporate office situated in the State of Haryana, accordingly with a view to exercising better administrative and economic control and rationalizing and streamlining operations, facilitating improved administrative/operational convenience, optimizing administrative expenses ensuring efficient management of affairs of the Company, the Board of Directors of the Company at their meeting held on February 14, 2026, has approved the shifting of Registered Office of the Company from National Capital Territory of Delhi to the State of Haryana, subject to the approvals of the members and requisite statutory/ regulatory authorities.
The members of the Company at their Extraordinary General Meeting of the Company held on May 05, 2026, approved the proposed shifting of Registered Office. This change is further subject to approval of the Regional Director, Northern Region Directorate-I, New Delhi, Ministry of Corporate Affairs, ("RD"). The necessary application has been submitted to RD on July 16, 2026, and the approval on the same is awaited.
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 the 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, 2026) and as of date of the report i.e. August 12, 2026.
DETAIL OF APPLICATIONS/PROCEEDINGS UNDER INSOLVENCY AND BANKRUPTCY CODE 2016
No application was filed during the year and no proceedings under the insolvency and Bankruptcy Code, 2016 as at the end of the financial year.
The Company has not made any one-time settlement with the banks / financial institutions during the year under review.
The Company has not defaulted in repayment of loans from banks and financial institutions. There were no delays or defaults in payment of interest/principal of any of its debt securities.
The equity shares of the Company were not suspended from trading during the year on account of corporate actions or otherwise.
The Company has not issued during the period under review any equity shares with differential rights as to dividend, voting or otherwise.
Your Directors would like to place on record their sincere appreciation for the continued trust, support and cooperation extended by the Companys shareholders, customers, lenders, bankers, business partners, regulatory authorities and other stakeholders. Their confidence in the Company and its vision has been instrumental in enabling the Company to navigate a transformative year marked by significant strategic developments and continued progress across its businesses.
The Board remains committed to creating sustainable longterm value and looks forward to the continued support and partnership of all stakeholders in the years ahead.
Place: New Delhi |
By order of the Board of Directors |
Date: August 12, 2026 |
For Religare Enterprises Limited |
Mr. Arjun Lamba |
|
Managing Director DIN: 00124804 |
|
Mr. Rajender Mohan Malla |
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Chairperson & Independent Director DIN: 00136657 |
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