Religare Enterprises Ltd Directors Report

To,

The Members,

Religare Enterprises Limited

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

STATE OF AFFAIRS OF THE COMPANY

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

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

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

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

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

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

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

On the operational front, the Companys subsidiaries continued to demonstrate resilience and progress.

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

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

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

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

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

FINANCIAL RESULTS AND BUSINESS OPERATIONS

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

(Rupees in Lakhs)

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

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

(i) Consolidated Performance

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

(ii) Standalone Performance

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

(iii) Operating Performance of Businesses

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

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

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

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

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

On July 22, 2025, the Honble Delhi High Court quashed the fraud classification by 14 lenders against RFL 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 low-income segment customers, particularly those engaged in informal sectors, in urban and semi-urban areas of the Country. The total book stands at 1 18,707 Lakhs as on March 31, 2025 in accordance with Ind-AS while the total income and PAT after OCI for the financial year were respectively 1 3,232 Lakhs and 1(1,284) Lakhs. The average ticket size for the home loans has been around 1 10.68 Lakhs. RHDFCL has a pan India presence with a network of 26 branches. To position itself as a future-ready company, RHDFCL aims to maximize digitization in its processes and is working towards enabling an efficient workforce.

CHANGE IN NATURE OF BUSINESS

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

DIVIDEND AND RESERVES

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

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

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

SUBSIDIARIES & JOINT VENTURES

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

Events/Developments in Subsidiaries

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

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

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

MAJOR EVENTS / UPDATES

1. Conclusion of Open Offer

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

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

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

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

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

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

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

The shares were purchased through execution of purchase orders and were transferred from the escrow demat account to the respective Acquirers account on February 18, 2025. As, a result of the successful completion of the Open Offer and the consequent Change of Control, the Acquirers have been classified as the Promoter of the Company. As at March 31, 2025, the Promoter held 25.67% stake in the Company.

2. Constitution of Administrative Committee

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

3. Reconstitution of the Board of Directors

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

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

4. Suspension of MIC Operations

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

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

However, given the continued financial stress and lack of capital support, the Board of REL decided to suspend all operations of MIC until feasibility of its business model is re-evaluated. These actions reflect the prudent and conservative approach in safeguarding stakeholder interests and ensuring financial discipline across the Group.

5. Preferential Issue

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

Utilization of Proceeds:

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

• Investment in Health Insurance Subsidiary

• Investment in Broking Subsidiary

• Investment in Housing Finance Subsidiary

• Debt Repayment

• General Corporate Purposes

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

6. Revival of Religare Finvest Limited Removal of Fraud Tag

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

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

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

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

Removal of Corrective Action Plan by RBI

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

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

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

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

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

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

7. Composite Scheme of Arrangement

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

REGULATORY UPDATES Reserve Bank of India Inspection FY 2023-24

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

Inspection FY 2024-25

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

Securities and Exchange Board of India (SEBI)

Interim Order cum Show cause notice

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

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

The Order cum SCN alleges that:

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

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

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

The relevant excerpts of the SAT Order are as under:

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

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

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

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

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

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

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

Serious Fraud Investigation Office (SFIO)

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

LEGAL UPDATES

• Petition for rectification of Register of Members of the Company

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

• Corporate Loan Book

RFL has an exposure of Rs. 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 Rs. 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 also filed criminal complaint before the Economic Offence Wing (EOW), Delhi on December 19, 2018 against the erstwhile promoters and their other associated persons and entities for various criminal actions. An F.I.R. no. [50/2019] was registered under Sections 409, 420 and 120-B of Indian Penal Code, 1860. The matter is pending before the 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, bearing ECIR no. 5 of 2019 on the basis of aforementioned F.I.R. The matter is sub-judice.

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

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

• Fixed Deposits with Lakshmi Vilas Bank

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

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

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

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

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

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

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

SMS has filed a suit for declaration against the REL and its subsidiaries i.e. RFL, RCL, RSL, RCML, RCTL, RCMIML - along with few members from the management before the court of Additional District Judge (ADJ), Saket Court, New Delhi. The suit seeks a declaration that the termination of the Indemnity cum Release Agreement dated November 14, 2017 vide communication dated September 10, 2018, issued by REL & its subsidiaries, is illegal and void-ab-initio. SMS contended that the said agreement remains enforceable as per law. The Religare entities have already filed their written statement in response to the suit. Furthermore, an application under Order 7 Rule 11 of the CPC, 1908 has also been filed on behalf of Religare entities, seeking dismissal of the suit.

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

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

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

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

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

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

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

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

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

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

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

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

The suit was filed by Dr. Rashmi Saluja seeking a declaration that the Agenda item of the 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. Summons were issued. The Independents Directors contended that the suit is not maintainable. A written statement filed by REL. The matter is now listed for hearing on September 27, 2025.

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

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

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

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

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

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

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

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

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

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

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

• Appeal against IRDAI order dated July 23, 2024

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

To cause a buyback of 75,69,685 shares of CHIL allotted to Dr. Rashmi Saluja at the same price per share as the exercise price (i.e., Rs. 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 Rs. 1 crore (Rupees One Crore only) is imposed on the Company which is to be deposited within 45 days from the date of the Order.

The Board of Directors of the Company preferred to file an appeal before Securities Appellate Tribunal ("SAT"), Mumbai against the above Order. Upon hearing of the matter on August 09, 2024, the SAT passed an Order dated August 09, 2024 stating as under:

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

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

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

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

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

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

EQUITY SHARE CAPITAL

The Authorized Share Capital of the Company as on March 31, 2025 was Rs. 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 Rs. 10 (Rupees Ten only) each aggregating Rs. 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 Rs. 10 (Rupees Ten only) each aggregating Rs. 1,62,00,00,000 (Rupees One Hundred Sixty Two Crore only).

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

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

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

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

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

PREFERENCE SHARE CAPITAL

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

The Company did not redeem the 2008 Preference Shares on due date of October 31, 2018 with Redemption value amounting at Rs. 4,190.28 Lakhs basis the interim application filed in the matter of Daiichi Sankyo Company Limited vs. Malvinder Mohan Singh & Others before the 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 Rs. 4,212.75 Lakhs due for redemption on August 30, 2021 and which is outstanding as of March 31, 2025.

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

NON-CONVERTIBLE DEBENTURES

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

PUBLIC DEPOSITS

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

ANNUAL RETURN

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

CAPITAL REQUIREMENTS

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

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

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

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

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

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

RELIGARE EMPLOYEES STOCK OPTION SCHEMES

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

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

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

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

CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL DIRECTORS

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

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

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

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

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

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

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

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

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

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

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

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

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

KEY MANAGERIAL PERSONNEL (KMP)

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

• Mr. Anuj Jain, Company Secretary & Compliance Officer

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

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

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

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

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

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

DECLARATION BY THE INDEPENDENT DIRECTORS

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

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

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

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

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

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

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

BOARD EVALUATION AND INDEPENDENT DIRECTORS MEETING

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

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

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

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

APPOINTMENT & REMUNERATION POLICY

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

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

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

INTERNAL CAPITAL ADEQUACY ASSESSMENT PROCESS (ICAAP)

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

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

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

COMPLIANCE POLICY

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

INFORMATION TECHNOLOGY AND CYBER SECURITY

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

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

BOARD/COMMITTEE COMPOSITION AND MEETINGS

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

The Company has the following Board Committees:

1. Audit & Governance Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

4. Group Risk Management Committee

5. Corporate Social Responsibility & ESG Committee

6. Asset-Liability Management Committee

7. Investment Borrowing & Share Allotment Committee

8. IT Strategy Committee

9. Committee of Independent Directors

10. Review Committee*

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

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

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

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

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

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

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

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

AWARDS & RATINGS

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

Awards

• Care Health Insurance Limited

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

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

- Best Health Insurance Plan Care Plus - Global Financial Planners Summit 2024

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

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

• Religare Broking Limited

- Enterprise Security Award - Express BFSI Technology Conclave Awards 2025

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

Ratings

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

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

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

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

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

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

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

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

LISTING ON STOCK EXCHANGES

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

STATUTORY DISCLOSURES

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

CONSOLIDATED FINANCIAL STATEMENTS

As required under the Regulation 34 of SEBI LODR Regulations and Section 129(3) of the Act, consolidated financial statements of the Company and its subsidiaries are attached to the Annual Report. The consolidated financial statements have been prepared in accordance with Indian Accounting Standard ("Ind AS")-103, "Business Combination" and Ind AS-110 "Consolidated Financial Statements" issued by the Institute of Chartered Accountants of India and notified by the MCA. The audited consolidated financial statements together with 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 Rs. 0.35 Lakhs expenditure (previous year: Rs. 30.73 Lakhs) in foreign exchange and earned Nil income (previous year: Rs. 10.78 Lakhs) in foreign exchange during the year under review on a standalone basis.

MAINTAINANCE OF COST RECORDS

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

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

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

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

DIRECTORS RESPONSIBILITY STATEMENT

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

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

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

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

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

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

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

CORPORATE GOVERNANCE

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

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

EXTENSION OF ANNUAL GENERAL MEETING FOR PREVIOUS FINANCIAL YEAR

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

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

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

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

AUDITORS

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

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

Accordingly Board of Directors of the Company in their meeting held on February 21, 2025 on recommendation of Audit & Governance Committee proposed the appointment of M/s J C Bhalla & Company, Chartered Accountants (Firm Registration No. 001111N) as statutory auditors of the Company to hold office for a period of three consecutive years commencing from the financial year 2024-25 until the conclusion of the 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 effective from the date of approval of shareholders in their EGM dated April 10, 2025 until the conclusion of 41st AGM and the appointment for subsequent two years i.e. for financial years 2025-26 & 202627 until the conclusion of 43rd AGM of the Company to be held in the year 2027 shall become effective upon the approval of shareholders in the ensuing 41st AGM of the Company

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

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

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

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

AUDITORS REPORT

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

SECRETARIAL AUDITORS REPORT

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

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

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

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

INTERNAL AUDITORS

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

PARTICULARS OF INVESTMENTS, LOANS AND GUARANTEES

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

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an 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 RBI SBR Regulations, the Related Party Transactions Policy is also uploaded on the website of the Company and can be accessed through the link 4.-Religare-RPT-Policy Feb-032025.pdf

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

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

RISK MANAGEMENT

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

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

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

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

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has a vigil mechanism named Whistle Blower Policy to deal with instance of unethical practices, fraud and mismanagement, actual or suspected fraud or violation of the 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 Religare-Whistle-Blower-Policy Feb-21-2025. pdf

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

INTERNAL FINANCIAL CONTROLS AND INTERNAL CONTROL SYSTEM

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

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

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

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

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

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

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

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

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

DETAILS OF FRAUD REPORTABLE BY AUDITOR

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

HUMAN RESOURCES

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

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

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

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

Female	Male	Transgender
09	17	0

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

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

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

• No. of complaints received: 0

• No. of complaints disposed of: 0

• No. of complaints pending: 0

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

Compliance on Maternity Benefit Act, 1961

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

PARTICULARS OF EMPLOYEES

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

COMPLIANCE WITH SECRETARIAL STANDARDS

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

CHANGE IN REGISTERED OFFICE OF THE COMPANY

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

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

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

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION

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

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

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

DIFFERENCE IN VALUATION

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

OTHERS

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

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

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

ACKNOWLEDGEMENTS

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

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

Place: New Delhi	By order of the Board of Directors
Date: August 12, 2025	For Religare Enterprises Limited
	Mr. Malay Kumar Sinha
	Independent Director
	DIN: 08140223
	Mr. Praveen Kumar Tirpathi
	Independent Director
	DIN: 02167497