DIRECTORS REPORT. Dear Members, RGAM Investment Advisers Private Limited

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1 DIRECTORS REPORT Dear Members, RGAM Investment Advisers Private Limited Your Directors have immense pleasure in presenting the 10 th Annual Report on the business and operations along with the Audited Accounts for the financial year ended. FINANCIAL RESULTS The highlights of financial results of the Company for the Financial Years (FY) and are as under: (Rs. in Million) Financial Year Ended Total Income Total Expenditure Profit /(Loss) Before Tax Less Tax Expenses Deferred Tax (Net) (-)0.77 (-)0.41 Profit/(Loss) After Tax PERFORMANCE OF THE COMPANY Financial Year Ended March 31, 2013 During the financial year , our Company earned a total income of Rs million as against Rs million in the previous year and the Company has earned a profit after tax of Rs million during the year under review as against Rs million in the previous financial year. FUTURE OUTLOOK After acquiring majority stakes in two US-based alternative asset managers Northgate Capital, a leading manager of global private equity funds of funds, and Landmark Partners, a private equity and real estate investment manager that created the Secondaries category your Company has commenced expanding its platform organically first by seeding an affiliate that launched the Religare Heath Trust, an SGX-listed business trust that manages healthcare infrastructure assets, and now by developing a series of alternative asset management products for the Indian market. As the Indian market structure matures, its discerning customers will demand sophisticated investment products; as an early mover in the alternatives space, we will be at pole position. The Company had applied to the Securities and Exchange Board of India ( SEBI ) for registration as an Investment Adviser. SEBI granted the registration to your Company on June 13, The Company had applied to MCX Stock Exchange Limited ( MCX-SX ) for surrendering its broking license. SEBI and MCX-SX have approved the cancellation of registration vide their letters dated May 26, 2014 and June 03, 2014, respectively. Further, it is proposed that the Company will surrender its broking licenses with NSE, portfolio manager registration with SEBI and license with NSDL as its depository participant, since these businesses are not in line with the future business plans of the Company.

2 DIVIDEND & TRANSFER TO RESERVES Keeping in view the future expansion plans of the Company, the Board of Directors has decided not to recommend any dividend for the financial year ended. No transfer has been done to the reserves. FIXED DEPOSITS During the year under review, the Company has neither invited nor accepted any Deposits from the public within the meaning of Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposits) Rules, SUBSIDIARY COMPANIES As on, your Company has the following Companies/ LLPs as its Subsidiaries: S. No. Name of Company/ LLP Status 1. Religare Global Asset Management Inc., USA ( RGAM Inc. ) Wholly Owned Subsidiary 2. Religare Health Trust Trustee Manager Pte Ltd, Singapore Wholly Owned Subsidiary ( RHT TM ) 3. Religare Venture Capital Limited ( RVCL ) Wholly Owned Subsidiary 4. Religare Arts Investment Management Limited ( RAIML ) Wholly Owned Subsidiary 5. Religare Portfolio Managers and Advisors Private Limited Subsidiary ( RPMAPL ) 6. Religare Credit Advisors LLP ( RCA LLP ) Subsidiary 7. Cerestra Capital Advisors LLP ( CCA LLP ) Subsidiary Your Company acquired 100% stake in Religare Portfolio Managers and Advisors Private Limited (formerly P.N. Vijay Financial Services Private Limited), on April 15, 2013 from its Promoters. Later, on January 30, 2014, RPMAPL allotted 17,12,328 Compulsorily Convertible Preference Shares of Rupees each to a third party investor, Varanium Advisory Private Limited. Your Company has also acquired 100% stake in Religare Arts Investment Management Limited on March 27, 2014 from Religare Arts Initiative Limited. Further, your Company has also set up two Limited Liability Partnerships (LLPs) during the year, viz. Religare Credit Advisors LLP on December 20, 2013, and Cerestra Capital Advisors LLP on February 07, 2014, in conjunction with Religare Venture Capital Limited, a wholly owned subsidiary of the Company. Subsequent to, your Company has set up another LLP, Religare Heal Fund Advisors LLP, on July 15, Consolidated Financials: As per Section 212 of the Companies Act, 1956 ( the Act ) the Company is required to attach the Balance Sheet, Profit and Loss Account, Directors Report, and Auditors Report of your Company s subsidiaries to the Annual Report of your Company. But in accordance with the General Circular issued by the Ministry of Corporate Affairs, Government of India and the Resolution passed by the Board of Directors in their meeting held on May 24, 2014, the Annual Report of the Company for the financial year does not contain the Annual Accounts and other required documents of your Company s subsidiaries. However, the Annual Accounts of the subsidiary companies and the related detailed information are open for inspection by any shareholder and your Company will make available those document/details upon request by any shareholder of the Company or its subsidiary companies who may be interested in obtaining the same. The annual accounts of the said

3 subsidiaries will also be available for inspection at the head offices/ registered offices of the respective subsidiary companies. Therefore, Consolidated Financial Statements presented by your Company, pursuant to Accounting Standard AS-21 issued by the Institute of Chartered Accountants of India, includes financial information of all its subsidiaries, duly audited by the Statutory Auditors. Further, a statement of the holding company s interests in the subsidiary companies, in compliance with Section 212(3) of the Act, is also annexed with the Balance Sheet of the Company. CHANGES IN CAPITAL STRUCTURE The changes in Paid-up Share Capital of the Company since the last Report are as follows: 1. On October 10, 2013, increased from Rs. 990,250,000/- (Rupees Ninety Nine Crores Two Lakhs Fifty Thousand only) to Rs. 1,061,720,000/- (Rupees One Hundred and Six Crores Seventeen Lakhs Twenty Thousand only) by allotment of 7,147,000 (Seventy One Lakhs Forty Seven Thousand) Preference Shares of Rs. 10 (Rupees Ten only); 2. On December 30, 2013, increased from Rs. 1,061,720,000/- (Rupees One Hundred and Six Crores Seventeen Lakhs Twenty Thousand only) to Rs. 1,103,720,000/- (Rupees One Hundred and Ten Crores Thirty Seven Lakhs Twenty Thousand only) by allotment of 4,200,000 (Forty Two Lakhs) Preference Shares of Rs. 10 (Rupees Ten only); 3. On, increased from Rs. 1,103,720,000/- (Rupees One Hundred and Ten Crores Thirty Seven Lakhs Twenty Thousand only) to Rs. 1,110,580,000/- (Rupees One Hundred and Eleven Crores Five Lakhs Eighty Thousand only) by allotment of 686,000 (Six Lakhs Eighty Six Thousand) Preference Shares of Rs. 10 (Rupees Ten only); 4. On April 30, 2014, increased from Rs. 1,110,580,000/- (Rupees One Hundred and Eleven Crores Five Lakhs Eighty Thousand only) to Rs. 1,217,080,000/- (Rupees One Hundred and Twenty One Crores Seventy Lakhs Eighty Thousand only) by allotment of 10,650,000 (One Crore Six Lakhs Fifty Thousand) Preference Shares of Rs. 10 (Rupees Ten only); and 5. On June 30, 2014, increased from Rs. 1,217,080,000/- (Rupees One Hundred and Twenty One Crores Seventy Lakhs Eighty Thousand only) to Rs. 1,242,580,000/- (Rupees One Hundred and Twenty Four Crores Twenty Five Lakhs Eighty Thousand only) by allotment of 2,550,000 (Twenty Five Lakhs Fifty Thousand) Preference Shares of Rs. 10 (Rupees Ten only). As on date, the Paid-up Share Capital of the Company is Rs. 1,242,580,000/- (Rupees One Hundred and Twenty Four Crores Twenty Five Lakhs Eighty Thousand only) divided into 63,500,000 (Six Crores Thirty Five Lakhs) Equity Shares of Rs. 10/- (Rupees Ten only) each and 60,758,000 (Six Crores Seventy Five Lakhs Fifty Eight Thousand) Preference Shares of Rs. 10/- (Rupees Ten only) each. INTERNAL CONTROL SYSTEM Company is following an effective internal control system commensurate with its size and operations. In addition to this, the work process is designed in such a way that process of internal check is ensured at all levels.

4 DIRECTORS Mr. Padam Bahl and Mr. Gautam Kainth have been appointed as Additional Directors of the Company w.e.f. September 01, 2014 to hold office upto the date of this Annual General Meeting of the Company. The Company is in receipt of notice under Section 160 of the Companies Act, 2013 from a Member proposing candidatures of Mr. Padam Bahl and Mr. Gautam Kainth for the office of Director of the Company. The Board recommends their appointment which is required to be approved by the Shareholders at the ensuing Annual General Meeting. In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Mr. Anil Gupta, Director, is liable to retire by rotation at the ensuing Annual General Meeting of the Company and being eligible has offered himself for re-appointment. Your Board recommends his re-appointment. COMMITTEES OF THE BOARD OF DIRECTORS A. AUDIT COMMITTEE The Audit Committee of the Board comprises of Mr. Shachindra Nath as Chairman and Mr. Anil Saxena and Mr. Rajesh Sharma as Members. B. LOAN/ INVESTMENT AND BORROWING COMMITTEE The Loan/ Investment and Borrowing Committee of the Board comprises of Mr. Shachindra Nath as Chairman and Mr. Anil Saxena and Mr. Rajesh Sharma as Members. C. SHARE ALLOTMENT COMMITTEE The Share Allotment Committee of the Board comprises of Mr. Shachindra Nath as Chairman and Mr. Anil Saxena and Mr. Rajesh Sharma as Members. AUDITORS AND AUDITORS REPORT M/s Price Waterhouse, Chartered Accountants, who are the statutory auditors of the Company, hold office till the conclusion of the forthcoming AGM and are eligible for re-appointment. The Company has received letters from them to the effect that their re-appointment, if made, would be within the prescribed limits under Section 141 of the Companies Act, 2013 and that they are not disqualified for re-appointment. Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Rules framed thereunder, it is proposed to appoint M/s Price Waterhouse as Statutory Auditors of the Company from the conclusion of the forthcoming AGM till the conclusion of the AGM to be held in the year 2017, subject to ratification of their appointment at every AGM. The observations of the Auditors in their report read together with the Notes on Accounts are self explanatory and therefore, in the opinion of the Directors, do not call for any further explanation. DIRECTORS RESPONSIBILITY STATEMENT Pursuant to Section 217(2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed that: (i) in the preparation of the annual accounts for the year ended, the applicable accounting standards have been followed along with proper explanation relating to material departures;

5 (ii) the Directors 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 as at and of the profit of the Company for the said period; (iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and (iv) the Directors have prepared the annual accounts for the year ended on a going concern basis. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION The Company is not engaged in manufacturing activities and, therefore, the particulars as required under Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosures of in the Report of the Board of Directors) Rules, 1988 regarding Conservation of Energy and Technology Absorption are not applicable. FOREIGN EXCHANGE EARNINGS AND OUTGO The details of foreign exchange expenditure incurred and foreign exchange earned during the year under review are as below: Financial Year Ended Financial Year Ended March 31, 2013 Earnings in Foreign Currency: Income from Advisory Services Rs. 38,043,343 Nil Expenditure in Foreign Currency Nil Nil PARTICULARS OF EMPLOYEES The particulars regarding the employees as required under Section 217(2A) of the Companies Act, 1956, read with the Companies ( of Employees) Rules, 1975, as amended, is appended herewith and forms an integral part of this report as Exhibit 1. ACKNOWLEDGEMENT Your Directors would like to express their sincere appreciation for the co-operation and assistance received from Bankers, Investors, Customers and other Business Constituents during the period under review. Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff. By order of the Board of Directors For RGAM Investment Advisers Private Limited Sd/- Sd/- Place: New Delhi Shachindra Nath Anil Saxena Date: September 24, 2014 Managing Director Director DIN: DIN:

6 Exhibit 1 RGAM INVESTMENT ADVISERS PRIVATE LIMITED of employees under section 217(2A) of the Companies Act, 1956 read with the Companies ( of Employees) Rules, 1975 for the year ended a) Employed through-out the financial year and were in receipt of remuneration for the financial year in aggregate of not less than Rs. 60,00,000 Gross S. No. Code Name Age Designation/Nature of Duties Remuneration Days Qualification Experience (in Rs.) Date of Employment Last Employment b) Employed for part of the year and were in receipt of remuneration at the rate of not less than Rs. 5,00,000 per month Gross S. No. Code Name Age Designation/Nature of Duties Remuneration Days Qualification Experience (in Rs.) Date of Employment Vikram Garg 36 Director - REIT 5,939, B.Com, CA, PGPM 16 1-Jul Sachin Batra 47 Managing Director - REIT 14,024, BE, MBA 24 1-Jul-13 Notes: Last Employment Religare Investment Advisors Limited Religare Investment Advisors Limited - Gross Remuneration includes salary, allowances, Bonus, leave encashment, leave travel concession, reimbursement of medical expenses to employees and employer s contribution to Provident Fund. In - The appointment of above employee is non-contractual and is governed by the Company policy and rules. - The above employee is not a relative of any Director of the Company. - The Equity Shareholding of the above employee in the Company is NIL. For and on behalf of the Board of Directors Sd/- Sd/- Place : New Delhi Shachindra Nath Anil Saxena Date : 24-Sep-14 Managing Director Director DIN: DIN:

7 INDEPENDENT AUDITORS REPORT To the Members of RGAM Investment Advisers Private Limited (formerly known as RGAM Corporation Private Limited) Report on the Financial Statements 1. We have audited the accompanying financial statements of RGAM Investment Advisers Private Limited (formerly known as RGAM Corporation Limited) (the Company ), which comprise the Balance Sheet as at, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information, which we have signed under reference to this report. Management s Responsibility for the Financial Statements 2. The Company s Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards notified under the Companies Act, 1956 (the Act ) read with the General Circular 15/2013 dated September 13, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. Auditors Responsibility 3. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing and other applicable authoritative pronouncements issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. 4. An audit involves performing procedures to obtain audit evidence, about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditors consider internal control relevant to the Company s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Management, as well as evaluating the overall presentation of the financial statements. 5. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion 6. In our opinion, and to the best of our information and according to the explanations given to us, the accompanying financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India: (a) in the case of the Balance Sheet, of the state of affairs of the Company as at ; (b) in the case of the Statement of Profit and Loss, of the profit for the year ended on that date; and

8 INDEPENDENT AUDITORS REPORT To the Members of RGAM Investment Advisers Private Limited Report on the Financial Statement for the year ended Page 2 of 2 (c) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date. Report on Other Legal and Regulatory Requirements 7. As required by the Companies (Auditor s Report) Order, 2003, as amended by the Companies (Auditor s Report) (Amendment) Order, 2004, issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act (hereinafter referred to as the Order ), and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order. 8. As required by section 227(3) of the Act, we report that: (a) We have obtained all the information and explanations which, to the best of our knowledge and belief, were necessary for the purposes of our audit; (b) In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books; (c) The Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account; (d) In our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this report comply with the Accounting Standards notified under the Companies Act, 1956 read with the General Circular 15/2013 dated September 13, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013; (e) On the basis of written representations received from the directors as on, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2014, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Act. For Price Waterhouse Firm Registration Number: E Chartered Accountants Sd/- Partha Ghosh Place: Mumbai Partner Date: May 24, 2014 Membership Number 55913

9 Annexure to Independent Auditors Report Referred to in paragraph 7 of the Independent Auditors Report of even date to the members of RGAM Investment Advisers Private Limited (formerly known as RGAM Corporation Private Limited) on the financial statements as of and for the year ended i. (a) The Company is maintaining proper records showing full particulars, including quantitative details and situation, of fixed assets. (b) The fixed assets of the Company have been physically verified by the Management during the year and no material discrepancies have been noticed on such verification. In our opinion, the frequency of verification is reasonable. (c) In our opinion, and according to the information and explanations given to us, a substantial part of fixed assets has not been disposed off by the Company during the year. ii. iii. iv. v The Company is in the business of rendering services, and consequently, does not hold any inventory. Therefore, the provisions of Clause 4(ii) of the said Order are not applicable to the Company. The Company has not granted/taken any loans, secured or unsecured, to/from companies, firms or other parties covered in the register maintained under Section 301 of the Act. Therefore, the provisions of Clause 4(iii)[(b),(c) and (d) /(f) and (g)] of the said Order are not applicable to the Company. In our opinion, and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of fixed assets and for the sale of services. Further, on the basis of our examination of the books and records of the Company, and according to the information and explanations given to us, we have neither come across, nor have been informed of, any continuing failure to correct major weaknesses in the aforesaid internal control system. (a) According to the information and explanations given to us, we are of the opinion that the particulars of all contracts or arrangements that need to be entered into the register maintained under Section 301 of the Companies Act, 1956 have been so entered. (b) In our opinion, and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements and exceeding the value of Rupees Five Lakhs in respect of any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time. vi. vii. viii. The Company has not accepted any deposits from the public within the meaning of Sections 58A and 58AA of the Act and the rules framed there under. In our opinion, the Company has an internal audit system commensurate with its size and the nature of its business. The Central Government of India has not prescribed the maintenance of cost records under clause (d) of sub-section (1) of Section 209 of the Act for any of the products of the Company. ix. (a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is generally regular in depositing the undisputed statutory dues in respect of income tax, though there has been a slight delay in a few cases, and is regular in depositing undisputed statutory dues, including provident fund, investor education and protection fund, employees state insurance, sales tax, wealth tax, service tax, customs duty, excise duty and other material statutory dues, as applicable, with the appropriate authorities. (b) According to the information and explanations given to us and the records of the Company examined by us, there are no dues of sales - tax, wealth-tax, customs duty, and excise duty which have not been deposited on account of any dispute. The particulars of dues of income tax and

10 Annexure to Independent Auditors Report Referred to in paragraph 7 of the Independent Auditors Report of even date to the members of RGAM Investment Advisers Private Limited (formerly known as RGAM Corporation Private Limited) on the financial statements as of and for the year ended Page 2 of 3 service tax as at, which have not been deposited on account of a dispute, are as follows: Name of the statute Finance Act, 1994 Finance Act, 1994 Income Tax Act 1961 Income Tax Act 1961 Nature of dues Service Tax Demand Service Tax Demand Income Tax Demand Income Tax Demand Amount Period to which (Rs.) the amount relates 929,372 April 2007 to June ,095,912 July 2007 to May 2008 Forum where the dispute is pending Custom Excise & Service Tax appellate tribunal Custom Excise & Service Tax appellate tribunal 1,329,489 AY Madras High Court 435,442 AY CIT (Appeals) x. The Company has no accumulated losses as at the end of the financial year and it has not incurred any cash losses in the financial year ended on that date or in the immediately preceding financial year. xi. xii. xiii. xiv. xv. xvi. xvii. xviii. According to the records of the Company examined by us and the information and explanation given to us, the Company has not defaulted in repayment of dues to any financial institution or bank or debenture holders as at the balance sheet date. The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Therefore, the provisions of Clause 4(xii) of the Order are not applicable to the Company. As the provisions of any special statute applicable to chit fund/ nidhi/ mutual benefit fund/ societies are not applicable to the Company, the provisions of Clause 4(xiii) of the Order are not applicable to the Company. In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of Clause 4(xiv) of the Order are not applicable to the Company. In our opinion, and according to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions during the year. Accordingly, the provisions of Clause 4(xv) of the Order are not applicable to the Company. The Company has not raised any term loans. Accordingly, the provisions of Clause 4(xvi) of the Order are not applicable to the Company. The Company has not raised any funds on short term basis. Accordingly, the provisions of Clause 4(xvii) of the Order are not applicable to the Company. The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act during the year. Accordingly, the provisions of Clause 4(xviii) of the Order are not applicable to the Company.

11 Annexure to Independent Auditors Report Referred to in paragraph 7 of the Independent Auditors Report of even date to the members of RGAM Investment Advisers Private Limited (formerly known as RGAM Corporation Private Limited) on the financial statements as of and for the year ended Page 3 of 3 xix. The Company has not issued any debentures during the year and does not have any debentures outstanding as at the beginning of the year and at the year end. Accordingly, the provisions of Clause 4(xix) of the Order are not applicable to the Company. xx. The Company has not raised any money by public issues during the year. Accordingly, the provisions of Clause 4(xx) of the Order are not applicable to the Company. xxi. During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of material fraud on or by the Company, noticed or reported during the year, nor have we been informed of any such case by the Management. For Price Waterhouse Firm Registration Number: E Chartered Accountants Sd/- Partha Ghosh Place: Mumbai Partner Date: May 24, 2014 Membership Number 55913

12 INDEX TO NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2014 S. No. 1 Overview and Significant Accounting Policies 2 Share Capital 3 Reserves and Surplus 4 Share Application Money pending Allotment 5 Other Long Term Liabilities 6 Long Term Provisions 7 Short Term Borrowings 8 Other Current Liabilities 9 Short - Term Provisions 10 Tangible Assets 11 Non - Current Investments 12 Deferred Tax Asset 13 Long - Term Loans and Advances 14 Other Non - Current Assets 15 Current Investments 16 Trade Receivables 17 Cash and Bank Balances 18 Short - term Loans and Advances 19 Other Current Assets 20 Revenue from Operations 21 Other Income 22 Employee Benefits Expense 23 Finance Costs 24 Depreciation and Amortization expense 25 Other Expenses 26 Earnings per Equity Share 27 Earning and Expenditure in Foreign Currency 28 Contingent Liabilities 29 Commitments 30 Employee Benefits- Gratuity and Leave Encashment 31 Segment Reporting 32 Related Party Disclosures 33 Other Notes 34 Previous Year Figures

13 BALANCE SHEET AS AT MARCH 31, 2014 Note No. March 31, 2013 Amount (Rs.) Amount (Rs.) EQUITY AND LIABILITIES Shareholders' Funds Share Capital 2 1,110,580, ,250,000 Reserves and Surplus 3 7,349,154,563 6,265,167,882 Share Application Money Pending Allotment 4-127,200,000 Non - Current Liabilities Other Long Term Liabilities 5 413, ,296 Long - Term Provisions 6 3,118, ,019 Current Liabilities Short - Term Borrowings Other Current Liabilities 8 10,005,913 23,725,390 Short - Term Provisions 9 293, ,253 TOTAL 8,473,564,960 7,407,442,840 ASSETS Non - Current Assets Fixed Assets Tangible Assets 10 1,580, ,162 Non - Current Investments 11 8,392,244,225 7,302,257,225 Deferred Tax Asset (Net) 12 1,031, ,788 Long - Term Loans and Advances 13 12,111,351 12,349,099 Other Non - Current Assets 14 5,980,830 - Current Assets Current Investments 15 3,000,000 - Trade Receivables 16 25,791,518 89,318 Cash and Bank Balances 17 25,287,760 61,647,385 Short - Term Loans and Advances 18 4,877,847 26,234,182 Other Current Assets 19 1,659,269 3,933,681 TOTAL 8,473,564,960 7,407,442,840 Overview and Significant Accounting Policies The Notes are an integral part of these Financial Statements 1 This is the Balance Sheet referred to in our report of even date For and on behalf of the Board of Directors For Price Waterhouse Firm Registration Number: E Chartered Accountants PARTHA GHOSH SHACHINDRA NATH RAJESH SHARMA Partner Managing Director Director Membership Number: (DIN: ) (DIN: ) Place : Mumbai Place : New Delhi Date : May 24, 2014 Date : May 24, 2014 Sd/- Sd/- Sd/- Sd/- ASHRAF ALI Company Secretary

14 RGAM INVESTMENT ADVISERS PRIVATE LIMITED STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED MARCH 31, 2014 Note No. Year ended Year ended March 31, 2013 Amount (Rs.) Amount (Rs.) Revenue Revenue from Operations 20 38,079,066 18,554,252 Other Income 21 3,782,458 5,915,696 Total Revenue 41,861,524 24,469,948 Expenses Employee Benefits Expense 22 29,182,037 7,040,837 Finance Costs 23 58,145 8,106 Depreciation and Amortization Expense , ,561 Other Expenses 25 10,633,983 4,736,694 Total Expenses 40,137,724 11,978,198 Profit before tax 1,723,800 12,491,750 Tax expense Current Tax Current tax 1,324,683 4,353,414 Taxes for Earlier Year 153, ,367 Deferred Tax (771,109) (411,680) Profit for the year 1,016,681 8,117,649 Earnings per equity share Basic (Face Value of Rs.10 each) Diluted (Face Value of Rs.10 each) Overview and Significant Accounting Policies The Notes are an integral part of these Financial Statements 1 This is the Statement of Profit and Loss referred to in our report of even date For and on behalf of the Board of Directors For Price Waterhouse Firm Registration Number: E Chartered Accountants Sd/- Sd/- Sd/- PARTHA GHOSH SHACHINDRA NATH RAJESH SHARMA Partner Managing Director Director Membership Number: (DIN: ) (DIN: ) Place : Mumbai Place : New Delhi Date : May 24, 2014 Date : May 24, 2014 Sd/- ASHRAF ALI Company Secretary

15 CASH FLOW STATEMENT FOR THE YEAR ENDED MARCH 31, 2014 PARTICULARS For the year ended (Amount in Rs.) For the year ended March 31, 2013 (Amount in Rs.) A. Cash flow from Operating Activities: Net Profit before tax 1,723,800 12,491,750 Adjustments for: Depreciation 263, ,561 Interest Expense 58,145 8,106 Interest Income (3,607,534) (5,618,572) (Profit)/Loss on sale of Fixed Assets (7,713) - (Profit)/Loss on sale of investments (167,211) - Assets/Sundry Balances Written off 325, ,914 Sundry Balances written back - (636,038) Unrealised Exchange Loss 755,419 - Provision for Gratuity and Leave encashment 2,581, ,272 TDS on technical/service /other operating income - (2,078,660) Operating profit before working capital changes 1,925,918 5,527,333 Adjustments for changes in working capital : Increase in Trade Receivables (26,457,619) (55,563) Decrease/(Increase) in Other Current Assets 29,469,611 (20,302,153) Decrease/(Increase) in Long Term Loans and Advances 612,030 (276,883) Decrease/(Increase) in Short Term Loans and Advances 21,307,940 (23,619,566) (Decrease)/Increase in Other Current Liabilities (13,719,477) 21,946,726 Increase in Trade and Other Payables 142, ,296 Cash generated from operations 13,281,107 (16,509,810) Taxes Paid (Net of TDS) (1,769,087) (7,550,000) Net cash generated from/(used in) Operating Activities (A) 11,512,020 (24,059,810) B. Cash flow from Investing Activities: Purchase of fixed assets (1,733,310) - Proceeds from sale of Fixed Assets 568,363 (676,721) Amount paid on Acquisition of Subsidiaries (1,089,987,000) (7,302,257,225) Proceeds from sale of Investments 121,767,211 - Purchase of Investments (124,600,000) - Change in Fixed Deposits shown as Non Current Assets # (5,980,830) 13,346,078 Interest Received (Revenue) 5,521,193 5,663,022 Net cash (used in)/generated from Investing Activities (B) (1,094,444,373) (7,283,924,846) C. Cash flow from financing activities: Proceeds from fresh issue of Equity and Preference Share Capital (Including securities premium) 1,076,100,000 7,304,050,000 Overdraft repayable on demand Interest Paid (58,145) (8,106) Net cash generated from/(used in) Financing Activities (C) 1,076,042,339 7,304,041,894 Net Decrease in Cash and Cash equivalents (A+B+C) (6,890,014) (3,942,762) Cash and Cash equivalents at the beginning of the year 7,679,289 11,622,051 Cash and Cash equivalents at the end of the year 789,275 7,679,289

16 CASH FLOW STATEMENT FOR THE YEAR ENDED MARCH 31, 2014 PARTICULARS For the year ended (Amount in Rs.) For the year ended March 31, 2013 (Amount in Rs.) Cash and Cash equivalents at the end of the year comprises of Cash Balance on hand 11,349 10,680 Current Accounts with Scheduled Banks 777,926 7,668, ,275 7,679,289 # Fixed Deposits with banks with maturity more than 12 months from the date of acquisition and after one year from the Balance Sheet Date. Notes: 1 The above cash flow statement has been prepared under the "Indirect Method" as setout in the Accounting Standard-3 on Cash Flow Statements 2 Figures in the bracket indicate cash outgo / income. 3 Previous year figures have been regrouped and rearranged and reclassified wherever necessary to current year's classification. The Notes are an integral part of these Financial Statements This is the Cash Flow Statement referred to in our report of even date For and on behalf of the Board of Directors For Price Waterhouse Firm Registration Number: E Chartered Accountants PARTHA GHOSH SHACHINDRA NATH RAJESH SHARMA Partner Managing Director Director Membership No (DIN: ) (DIN: ) Place : Mumbai Place : New Delhi Date : May 24, 2014 Date : May 24, 2014 Sd/- Sd/- Sd/- Sd/- ASHRAF ALI Company Secretary

17 NOTES FORMING PART OF FINANCIAL STATEMENTS AS AT MARCH 31, OVERVIEW RGAM Investment Advisers Private Limited (formerly known as RGAM Corporation Private Limited and before that known as Shreyas Stock Private Limited) ('the Company") was incorporated in May The Company became the wholly owned subsidiary of Religare Enterprises Limited with effect from October 12, The Company is currently engaged in providing investment advisory services. The Company has been registered as a member of National Stock Exchange (NSE) in Cash, F&O and Currency Derivative Segments, trading member of MCX Stock Exchange Limited (MCX-SX) in currency derivative segment, registration as Portfolio Manager with Securities and Exchange Board of India (SEBI), and as Depository Participant (DP) with the National Securities Depository Limited (NSDL). The Board of Directors of RGAM Investment Advisers Private Limited decided to surrender its Stock Broking, Depository Participant ( DP ) and Portfolio Management Service ( PMS ) licenses with respective exchanges. Pursuant to the said decision, the Company surrendered its Stock Broking license with NSE and MCX-SX on October 8, 2013 and October 9, 2013, respectively. The Company has withdrawn its application for surrender of membership license with NSE. MCX- SX application for surrender of license is under process. The Company has applied to the Securities and Exchange Board of India in April 26, 2013 seeking registration as an 'Investment Adviser' in terms of SEBI (Investment Adviser) Regulations, 2013 ("Regulations"). In compliance of Regulation 13(c) of the Regulations, the name of the Company was changed from RGAM Corporation Private Limited to RGAM Investment Advisers Private Limited. 1.1 SIGNIFICANT ACCOUNTING POLICIES a) BASIS OF ACCOUNTING These financial statements have been prepared in accordance with the generally accepted accounting principles in India under the historical cost convention on accrual basis. Pursuant to circular 15/2013 dated read with circular 08/2014 dated , till the Standards of Accounting or any addendum thereto are prescribed by Central Government in consultation and recommendation of the National Financial Reporting Authority, the existing Accounting Standards notified under the Companies Act, 1956 shall continue to apply. Consequently these financial statements have been prepared to comply in all material aspects with the accounting standards notified under Section 211 (3C) [Companies ( Accounting Standards) Rules, 2006, as amended] and other relevant provisions of the Companies Act, All assets and liabilities have been classified as current or non-current as per the Company s operating cycle and other criteria set out in the Schedule VI to the Companies Act,1956. Based on the nature of products and the time between the acquisition of assets for processing and their realization in cash and cash equivalents, the Company has ascertained its operating cycle as 12 months for the purpose of current non current classification of assets and liabilities. b) USE OF ESTIMATES The presentation of Financial Statements requires estimates and assumptions to be made that affect the reported amount of assets and liabilities on the date of financial statements and the reported amount of revenue and expenses during the reporting period. Difference between the actual results and estimates are recognised in the period in which results are known / materialised. c) REVENUE RECOGNITION 1. Income from Financial, Investment Advisory and Consultancy services is recognised on fulfillment / completion of contracted services based on stage of completion of assignments as per terms/agreement with the clients. 2. Interest income is recognised on a time proportion basis taking into account the amount outstanding and the rate applicable. d) TANGIBLE ASSETS Tangible Assets are stated at acquisition cost, net of accumulated depreciation and accumulated impairment losses. Subsequent expenditures related to an item of tangible assets are added to its book value only if they increase the future benefits from the existing asset beyond its previously assessed standard of performance. Losses arising from the retirement of, and gains or losses arising from disposal of tangible assets which are carried at cost are recognised in the Statement of Profit and Loss. e) INTANGIBLE ASSETS Intangible assets are recognised only if it is probable that the future economic benefits that are attributable to assets will flow to the enterprise and the cost of the assets can be measured reliably. Intangible assets are recorded at cost and are carried at cost less accumulated depreciation and accumulated impairment losses, if any. f) DEPRECIATION AND AMORTISATION Immovable assets at the leased premises including civil works, electrical items are capitalized as leasehold improvements and are amortized over the primary period of lease subject to maximum of 6 years. Depreciation is provided on Straight Line Method, at the rates specified in Schedule XIV to the Companies Act, 1956 or the rates based on useful life of the assets as estimated by the management, whichever are higher. Depreciation is provided for on a pro-rata basis on the assets acquired, sold or disposed off during the year. Due to pace of change in technology, change in business dynamics and operations forcing the Company to apply new tools and technologies and discard old ones and degrading in product quality, the Company has revised estimated useful life of all assets purchased and put to use on or after October 1, Consequently the rates of depreciation charged on assets are as under:-

18 NOTES FORMING PART OF FINANCIAL STATEMENTS AS AT MARCH 31, 2014 Assets Description Depreciation Rate (%) (Put to use on or after October 1, 2011) Depreciation Rate (%) (As per Schedule XIV of the Companies Act, 1956) Data Processing Machines Vehicles Between 16.21% to 50% 16.00% Individual assets costing upto Rs. 5,000 are fully depreciated in the year of acquisition % Office Equipments Between 10% to 20% 4.75% g) INVESTMENTS Investments are classified into long term investments and current investments. Investments which are intended to be held for one year or more are classified as long term investments and investments which are intended to be held for less than one year are classified as current investments. Long term investments are accounted at cost and any decline in the carrying value other than temporary in nature is provided for. Current investments are valued at cost or market / fair value, whichever is lower. h) FOREIGN CURRENCY TRANSACTIONS (i) Transactions in foreign currencies are recorded at the rate of exchange in force at the time of occurrence of the transactions. (ii) Exchange differences arising on settlement of revenue transactions are recognised in the Statement of Profit and Loss. (iii) Monetary items denominated in a foreign currency are restated using the exchange rates prevailing at the date of balance sheet and the resulting net exchange difference is recognised in the Statement of Profit and Loss. i) EMPLOYEE BENEFITS i. Provident Fund is a defined contribution scheme and the contributions as required by the statute are charged to the Statement of Profit and Loss Account as incurred. ii. Gratuity Liability is a defined obligation and is wholly unfunded. The Company accounts for liability for future gratuity benefits based on an actuarial valuation as at the Balance Sheet date. iii. The employees of the company are entitled to compensated absences and leave encashment as per the policy of the company, the liability in respect of which is provided, based on an actuarial valuation as at the Balance Sheet date. iv. Actuarial gains and losses comprise experience adjustments and the effects of changes in actuarial assumptions and are recognised immediately in the Statement of Profit and Loss Account as income or expense. v. The undiscounted amount of short - term employee benefits expected to be paid in exchange for services rendered by an employee is recognised during the period when the employee renders the service. j) TAXES ON INCOME (i) Current tax is determined as the amount of tax payable in respect of taxable income for the year. (ii) Deferred tax is recognised, subject to the consideration of prudence in respect of deferred tax asset, on timing difference being the difference between taxable incomes and accounting income that originate in one period and are capable of reversal in one or more subsequent periods. (iii) Provision for taxation for the period is ascertained on the basis of assessable profits computed in accordance with the provisions of Income Tax Act, (iv) Deferred tax assets and liabilities are measured using the tax rates and tax laws that have been enacted or substantively enacted by the Balance Sheet date. At each Balance Sheet date, the Company re-assesses unrecognised deferred tax assets, if any. k) EARNINGS PER SHARE The basic earning per share is computed by dividing the net profit / loss attributable to the equity shareholders for the year by the weighted average number of equity shares outstanding during the reporting year. Diluted earning per share reflect the potential dilution that could occur if securities or other contracts to issue equity shares were exercised or converted during the year. Diluted earning per share is computed by dividing the net profit after tax by the weighted average number of equity shares and dilutive potential equity shares outstanding during the year. In computing dilutive earning per share, only potential equity shares that are dilutive and that reduce profit / increase loss per share are included. 9.50%

19 NOTES FORMING PART OF FINANCIAL STATEMENTS AS AT MARCH 31, 2014 l) IMPAIRMENT OF ASSETS An asset is impaired when the carrying amount of the asset exceeds its recoverable amount. An impairment loss is charged to the Statement of Profit and Loss in the period/year in which an asset is identified as impaired. An impairment loss recognised in prior accounting periods is reversed if there has been a change in the estimate of the recoverable amount. m) PROVISIONS, CONTINGENT LIABILITIES AND CONTINGENT ASSET Provisions involving substantial degree of estimation in measurement are recognised when there is a present obligation as a result of past events and it is probable that there will be an outflow of resources. Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence of which will be confirmed only by the occurrence or non occurrence of one or more uncertain future events not wholly within the control of the company or a present obligation that arises from past events where it is either not probable that an outflow of resources will be required to settle or a reliable estimate of the amount cannot be made. Contingent assets are neither recognised nor disclosed in the financial statements. n) SEGMENT REPORTING The accounting policies adopted for segment reporting are in conformity with the accounting policies adopted by the Company. Further, inter-segment revenue have been accounted for based on the transaction price agreed to between segments which is primarily market based. Revenue and expenses have been identified to segments on the basis of their relationship to the operating activities of the segment. Revenue and expenses, which relate to the Company as a whole and are not allocable to segments on a reasonable basis, have been included under Unallocated expenses/income. o) CASH AND CASH EQUIVALENTS Cash and cash equivalents include cash in hand, demand deposits with banks and other short-term highly liquid investments with original maturities of three months or less.

20 2 Share Capital RGAM INVESTMENT ADVISERS PRIVATE LIMITED NOTES FORMING PART OF FINANCIAL STATEMENTS AS AT MARCH 31, 2014 Authorised : 64,000,000 (March 31, 2013: 64,000,000) Equity shares of Rs. 10 each 52,100,000 (March 31, 2013: 52,100,000 Preference shares of Rs. 100 each) Preference shares of Rs. 10 each Amount (Rs.) Amount (Rs.) 640,000, ,000, ,000, ,000,000 1,161,000,000 1,161,000,000 Issued, Subscribed and Fully Paid-up: 63,500,000 (March : 63,500,000) Equity shares of Rs. 10 each 635,000, ,000,000 13,425,000 (March 31, 2013: 13,425,000) 0.10% Cumulative Non - Convertible Redeemable 134,250, ,250,000 Preference shares of Rs 10 each 34,133,000 (March 31, 2013: 22,100,000) 0.01% Non Cumulative Optionally Convertible 341,330, ,000,000 Redeemable Preference shares of Rs 10 each Total Issued, Subscribed and Fully Paid-up Share Capital 1,110,580, ,250,000 Reconciliation of the number and amount of shares outstanding at the beginning and the end of the reporting period Number Amount Number Amount Authorised Equity Shares of Rs. 10 each Balance at the beginning of the year 64,000, ,000,000 64,000, ,000,000 Balance at the end of the year 64,000, ,000,000 64,000, ,000,000 Preference shares of Rs. 100 each subdivided into shares of Rs. 10 each) Balance at the beginning of the year 100,000 1,000, ,000 1,000,000 Balance at the end of the year 100,000 1,000, ,000 1,000,000 Preference shares of Rs. 10 each Balance at the beginning of the year 52,000, ,000, Add: Shares issued during the year ,000, ,000,000 Balance at the end of the year 52,000, ,000,000 52,000, ,000,000 Total 116,100,000 1,161,000, ,100,000 1,161,000,000 Issued, Subscribed and Fully Paid up Equity Shares of Rs. 10 each Balance at the beginning of the year 63,500, ,000,000 3,000,000 30,000,000 Add: Shares issued during the year ,500, ,000,000 Balance at the end of the year 63,500, ,000,000 63,500, ,000, % Cumulative Non -Convertible Redeemable Preference shares Balance at the beginning of the year 13,425, ,250, Add: Shares issued during the year ,425, ,250,000 Balance at the end of the year 13,425, ,250,000 13,425, ,250, % Non Cumulative Optionally Convertible Redeemable Preference shares Balance at the beginning of the year 22,100, ,000, Add: Shares issued during the year 12,033, ,330,000 22,100, ,000,000 Balance at the end of the year 34,133, ,330,000 22,100, ,000,000 Total 111,058,000 1,110,580,000 99,025, ,250,000

21 2.1 RGAM INVESTMENT ADVISERS PRIVATE LIMITED NOTES FORMING PART OF FINANCIAL STATEMENTS AS AT MARCH 31, 2014 The rights, preferences and restrictions attaching to Equity shares including restrictions on the distribution of dividends and the repayment of capital; The Company has only one class of equity shares having a par value of Rs 10 per share. Each shareholder is entitled to one vote per share. The company declares and pays dividend in Indian Rupee. The dividend proposed by the Board of the Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting. In the event of the liquidation of the company, the holder of the equity shares will be entitled to receive any of the remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion of the number of the equity shares held by the equity shareholders. i. The rights, preferences and restrictions attaching to Preference Shares including restrictions on the distribution of dividends and the repayment of capital is as under: The Company has two classes of Preference Shares: 0.10% Cumulative Non -Convertible Redeemable Preference shares The face value of each share is Rs. 10.The shares shall have same voting rights applicable to the preference shares under the Companies Act, Each preference share entitles the holder a right to receive, in priority to Equity shareholder, preference dividend on cumulative basis at a rate not exceeding 0.10% payable annually. In the event of liquidation of the Company, the holder is entitled to receive in priority to all equity shares, amount equal to the total of paid up capital plus the redemption premium, any unpaid dividend as per the terms of issue. The shares are allotted on June 19, 2012, June 25,2012, October 1, 2012 and October 5, 2012 having face value of Rs. 60,000,000, Rs. 51,000,000, Rs. 20,000,000 and Rs. 3,250,000 respectively at Rs.100 each (including premium of Rs. 90 per share). Non-convertible Redeemable at a premium not exceeding Rs per share on maturity. Same are transferable subject to prior approval of Stock Exchanges/ other regulators. Redeemable on or before the expiry of 5 years from the date of allotment at the discretion of the Board of Directors. The Board of Directors has not declared the payment of dividend on cumulative preference shares amounting to Rs. 231,945 (Rupees Two Lakh Thirty One Thousand Nine Hundred and Forty Five only) as at the balance sheet date. ii. 0.01% Non Cumulative Optionally Convertible Redeemable Preference shares The face value of each share is Rs. 10.The shares shall have same voting rights applicable to the preference shares under the Companies Act, Each preference share entitles the holder a right to receive, in priority to Equity shareholder, preference dividend on non - cumulative basis at a rate not exceeding 0.10% per financial year. In the event of liquidation of the Company, the holder is entitled to receive in priority to all equity shares, amount equal to the total of paid up capital plus the redemption premium, any unpaid dividend as per the terms of issue. The shares are allotted on December 27, 2012, March 12, 2013, October 10, 2013, December 30, 2013 and March 31, 2014 and having face value of Rs. 202,000,000, Rs. 19,000,000, Rs. 71,470,000, Rs. 42,000,000 and Rs. 6,860,000 respectively at Rs.100 each (including premium of Rs. 90 per share).redeemable at a premium not exceeding Rs per share on maturity. Same are transferable subject to prior approval of Stock Exchanges/ other regulators. Five years from the date of allotment, the Preference Shares are Optionally convertible/ Redeemable at the discretion of the Board of Directors. 2.2 Shares held by Holding Company Amount (Rs.) Amount (Rs.) a.equity Shares Religare Enterprises Limited alongwith its nominees 635,000, ,000,000 b. Preference Shares Religare Enterprises Limited 475,580, ,250,000 Total 1,110,580, ,250, Details of Shareholders holding more than 5% shares in the Company Name of Shareholder No. of Shares % of Holding No. of Shares held % of Holding a.equity Shares Religare Enterprises Limited alongwith its nominees 63,500, % 63,500, % b. Preference Shares Religare Enterprises Limited 47,558, % 35,525, % Total 111,058, % 99,025, % There are no shares bought back by the Company during the period of five years immediately preceding the Balance Sheet date. There are no shares allotted as fully paid up bonus shares during the period of five years immediately preceding the Balance Sheet date. There are no shares allotted as fully paid up pursuant to contracts without payment being received in cash during the period of five years immediately preceding the Balance Sheet date. There are no other securities that are convertible into Equity/ Preference Shares.

22 3 Reserves and Surplus RGAM INVESTMENT ADVISERS PRIVATE LIMITED NOTES FORMING PART OF FINANCIAL STATEMENTS AS AT MARCH 31, a. Capital Redemption Reserve (as per last Balance sheet) 500, ,000 b. Securities Premium Account Balance at the beginning of the year 6,223,600,000 7,000,000 Add : Securities Premium credited on issue of Equity Shares - 3,025,000,000 Preference Shares 1,082,970,000 3,197,250,000 Less : Premium Utilised (Refer Note 3.1) - 5,650,000 Balance at the end of the year c. Surplus Balance at the beginning of the year Add: Net Profit for the year Balance at the end of the year Total 7,306,570,000 6,223,600,000 41,067,882 32,950,233 1,016,681 8,117,649 42,084,563 41,067,882 7,349,154,563 6,265,167, Securities Premium has been utilized for fees paid for increase in authorised capital 4 Share Application Money Pending Allotment Share application money pending allotment ( Refer Note 4.1 and 4.2) - 127,200, Total Additional details Number of shares issued Par value Premium Other terms and conditions Nature, Conversion, Redemption and dividend Premium on redemption/conversion Date of Maturity 1,272,000 Rs. 10 per share Rs. 90 per share - 127,200, % optionally convertible non cumulative redeemable preference shares not exceeding Rs per share on maturity anytime after 5 years from date of allotment at the discretion of the Board 4.2 Amount of Rs. 127, 200,000 standing in share application money pending allotment has been allotted on October 10, 2013 by issue of 0.01% Optionally convertible Non-Cumulative redeemable preference shares of Rs. 10 each at a premium of Rs. 90 to Religare Enterprises Limited 5 Other Long Term Liabilities Deposits Total 413, , , ,296

23 6 Long Term Provisions RGAM INVESTMENT ADVISERS PRIVATE LIMITED NOTES FORMING PART OF FINANCIAL STATEMENTS AS AT MARCH 31, Provision for Employee Benefits Gratuity (Refer Note 30) 1,996, ,219 Leave Encashment (Refer Note 30) 1,122, ,800 Total 3,118, ,019 7 Short Term Borrowings Secured Loans Bank Overdraft Repayable on Demand (Refer Note 7.1) Total The above loans are secured against Fixed Deposits (FDR) (Refer Note 17.1). Pricing for these loans is at a rate of interest earned on the respective FDR plus a Margin ranging between 0.5% to 2 %. Other Current Liabilities Inter- Company Payable - 20,000,000 Expenses Payables 4,364,957 3,478,205 Other Statutory Payables including Provident Fund and Tax Deducted at Source (Refer Note 1,660, , ) Book Overdraft 449,557 - Other Liabilities 3,530, ,298 Total 10,005,913 23,725, There are no amounts due for payment to the Investor Education and Protection Fund under Section 205 of the Companies Act, 1956 at the year end. Short Term Provisions Provision for Employee Benefits Gratuity (Refer Note 30) 118, ,975 Leave Encashment (Refer Note 30) 175,000 77,278 Total 293, ,253

24 NOTES FORMING PART OF FINANCIAL STATEMENTS AS AT MARCH 31, Tangible Assets (Amount in Rs.) Gross Block Depreciation Net Block April 1, 2013 Additions 2014 April 1, 2013 Depreciation for the year Disposals/ Adjustments for the year Disposals/ Adjustments for the year Office Equipment - 10,500-10,500-5,926-5,926 4,574 - Computer , , , ,949 85,808 - Vehicles 676,621 1,633, ,621 1,633,053 5, , , ,172 1,489, ,162 Total 676,721 1,733, ,721 1,733,310 5, , , ,047 1,580, ,162 Previous Year 4,056, ,721 4,056, ,721 3,545, ,561 3,732,209 5, , There are no adjustments to Fixed Assets on account of Borrowing Costs and Exchange differences There is no revaluation of assets during the year.

25 NOTES FORMING PART OF FINANCIAL STATEMENTS AS AT MARCH 31, Non - Current Investments Other than Trade Investments (at cost) a) Investment in Equity Shares of - Subsidiaries (fully paid up) (Unquoted) (Refer Note 11.1) Face Value No. No. - Religare Global Asset Management Inc Religare Health Trust Trustee Manager Pte Limited Religare Venture Capital Limited Religare Portfolio Managers and Advisors Private Limited Religare Arts Investment Management Limited b) Investment in Preference Shares of - Subsidiaries (fully paid up) (Unquoted) (Refer Note 11.1) $ ,880 8,098,944, ,280 7,130,807,600 SGD 1 1,000,000 44,249,625 1,000,000 44,249,625 Rs ,050, ,200,000 30,050, ,200,000 Rs. 10 1,990,473 28,000, Rs. 10 2,865,900 38,600, Religare Portfolio Managers and Advisors Private Limited Rs. 10 2,397,260 35,000, c) Investment in Associates (Refer Note 11. 1) Valuequest Capital LLP 20,250, Total 8,392,244,225-7,302,257, Aggregate amount of : -Quoted Investments - - -Unquoted Investments 8,392,244,225 7,302,257,225 Market Value of Quoted Investments Details of Investments in Subsidiaries during the year (i) During the year the Company has purchase 100% of the equity capital comprising of 2,865,900 shares of Religare Arts Investment Management Limited (RAIML) from Religare Arts Initiative Limited. Consequently RAIML has become the subsidiary of the Company w.e.f March 27, (ii) During the year, the Company has entered into a Limited Liability partnership agreement with Religare Venture Capital Limited to form Religare Credit Advisors LLP and Cerestra Capital Advisors LLP ('the LLPs') The LLPs have been formed on December 20, 2013 and February 7, 2014 respectively to carry on business of providing Investment Management Services. (iii) The Company has purchased 100% of the equity capital comprising of 17,50,473 shares of Religare Portfolio Managers and Advisors Private Limited (formerly known as P.N Vijay Financial Services Private Limited) ("RPMAPL") from Mr. P.N. Vijay, Mrs. Shiromani Vijay and Super Colorgrafics Pvt Ltd and consequently, RPMAPL became a wholly owned subsidiary of the Company w.e.f April 15, During the Company made a further investment in 2,400,00 Equity shares and 2,397,260 Non-Convertible Non-Cumulative Redeemable Preference Shares. (iv) The Company had entered into a partnership agreement with two other partners for launching Valuequest Capital. Valuequest Capital is an India focused value investing fund. The Company s has 26% stake in Valuequest Capital LLP, the other two partners have equal share of 37%. (v) The Company has purchased 100% of the equity capital comprising of 30,050,000 shares of Religare Venture Capital Limited (RVCL) from Religare Securities Limited and consequently RVCL has become the subsidiary of the Company with effect from March 28, (vi) With effect from October 3, 2012 the Company has become the holding company of Religare Health Trust Trustee Manager Pte Limited, a Company incorporated in Singapore by acquiring 100% of its capital comprising of 1000,000 ordinary shares from Religare Global Asset Management Singapore Pte Limited. (vii) The Company has purchased shares of common stock of Religare Global Asset Management Inc (RGAM), a corporation incorporated under the laws of Delaware from Religare Enterprises Limited. Accordingly, RGAM became the wholly owned subsidiary of the Company with effect from May 9, 2012

26 NOTES FORMING PART OF FINANCIAL STATEMENTS AS AT MARCH 31, Deferred Tax Asset (Net) Deferred Tax Liability Difference between Book and Tax Depreciation 22,102 14,696 Total Deferred Tax Liability 22,102 14,696 Deferred Tax Asset Difference between Book and Tax Depreciation - - Gratuity 653, ,808 Leave Encashment 400, ,676 Total Deferred Tax Asset 1,053, ,484 Total Deferred Tax (Net) 1,031, ,788 Deferred Tax Asset and Deferred Tax Liability has been offset as they relate to the same governing taxation laws. 13 Long Term Loans and Advances Unsecured, considered good a. Security Deposits Deposits with Stock Exchange 9,300,000 9,300,000 Deposits with National Securities Depository Limited 1,000,000 1,000,000 Others - 277,330 b. Prepaid Expenses - 612,030 c. Advance Tax (Net of Provision of Taxation Rs.22,536,340, Previous Year Rs.21,058,112) 1,811,351 1,159,739 Total 12,111,351 12,349, Other Non - Current Assets Other Bank Balances Fixed Deposit Account (Refer Note 17.1) 5,980,830 - Total 5,980, Current Investments Other than Trade Investments (at cost) a) Investment in Mutual Fund -Religare Invesco Liquid Fund- Direct Plan- Growth 2013 Face Value No. No. - 1,000 1,702 3,000,000 - Total 3,000, Aggregate amount of : -Quoted Investments 3,000, Unquoted Investments - Market Value of Quoted Investments 3,003,744 -

27 16 Trade Receivables RGAM INVESTMENT ADVISERS PRIVATE LIMITED NOTES FORMING PART OF FINANCIAL STATEMENTS AS AT MARCH 31, 2014 Unsecured, considered good Trade Receivables outstanding for a period exceeding six months from the date they are due for payment Others Total ,354 62,207 25,712,164 27,111 25,791,518 89, Cash and Bank Balances a.cash and Cash Equivalents Cash in hand Balances with Banks in Current Accounts ,349 10, ,926 7,668,609 b. Other Bank Balances - Fixed Deposits Account (Refer Note 17.1) 24,498,485 53,968,096 Total 25,287,760 61,647, Kept as Security (*) Free from any Lien 2013 Kept as Security (*) Free from any Lien FDR Balance with Banks Total Total - Upto 12 months maturity from the date of acquisition 14,498,485-14,498,485 12,000,000-12,000,000 - Maturity more than 12 months from the date of acquisition but within one year from the reporting date 10,000,000 10,000,000-41,968,096 11,528,096 30,440,000 Shown as Current Assets 24,498,485 10,000,000 14,498,485 53,968,096 11,528,096 42,440,000 - Maturity more than 12 months but after one year from 12 months from reporting date 5,980,830 5,980, Shown as Non-Current Assets 5,980,830 5,980, Total 30,479,315 15,980,830 14,498,485 53,968,096 11,528,096 42,440,000 * Details of FDR kept as security (a) Margin Money or Security against Borrowings - Pledged with Scheduled Banks against Bank Overdraft 10,000,000 4,527,369 (b) Margin money or security against other Commitment - Pledged with Exchanges 5,980,830 7,000,727 Total 15,980,830 11,528,096

28 NOTES FORMING PART OF FINANCIAL STATEMENTS AS AT MARCH 31, Short Term Loans and Advances Unsecured, considered good a. Loans and Advances recoverable in cash or in kind (Refer Note 18.1) b. Balances with Service Tax Authorities c. Prepaid Expenses Total ,567,929 25,330,122 1,931, , ,065 45,544 4,877,847 26,234, Includes amount paid for acquisition of Religare Portfolio Managers and Advisors Private Limited (formerly known as P.N Vijay Financial Services Private Limited (PNVFS)) in the previous year ended March 31, Other Current Assets Other Current Assets - Interest Accrued on Fixed Deposits Total ,659,269 3,933,681 1,659,269 3,933,681

29 NOTES FORMING PART OF FINANCIAL STATEMENTS AS AT MARCH 31, Revenue from Operations For the year ended March 31, 2014 For the year ended March 31, 2013 Sale of Services Income From Advisory Services 38,043,343 18,500,000 Portfolio and Asset Management Services Fees 35,723 50,162 Depository Operations - 4,090 Total 38,079,066 18,554, Other Income For the year ended March 31, 2014 For the year ended March 31, 2013 Interest Income - Fixed Deposits 3,607,534 5,618,572 Net gain / loss on sale of investments 167,211 - Profit on Sale of Fixed Assets 7,713 - Others - 297,124 Total 3,782,458 5,915, Employee Benefits Expense For the year ended March 31, 2014 For the year ended March 31, 2013 Salaries and Wages 24,851,279 5,979,326 Contribution to Provident and Other Funds 1,251, ,829 Leave Encashment 1,047, ,078 Gratuity 1,593, ,194 Staff Welfare Expenses 268,883 36,410 Training and Recruitment 168,748 - Total 29,182,037 7,040, Finance Costs For the year ended March 31, 2014 For the year ended March 31, 2013 Interest Expense - Bank Overdraft 58,145 8,106 Total 58,145 8, Depreciation and Amortization Expense For the year ended March 31, 2014 For the year ended March 31, 2013 Depreciation -Tangible Assets (Refer Note 10) 263, ,561 Total 263, ,561

30 NOTES FORMING PART OF FINANCIAL STATEMENTS AS AT MARCH 31, Other Expenses For the year ended March 31, 2014 For the year ended March 31, 2013 Rent 1,212,229 75,663 Repair and Maintenance -Others 31,573 64,598 Insurance 8,434 41,774 Membership & Subscription 58, ,000 Advertisement and Business Promotion 1,000,547 6,300 Custodial & Stamp Paper Expenses 150, ,641 Communication Expenses 132,654 9,198 Printing & Stationery 56, ,429 Postage & Courier 9,610 28,349 Electricity and water expenses 92,359 - Filling Fees 356, ,266 Legal & Professional Charges 896,711 1,145,763 Support Service Expenses 3,241,950 1,050,000 Office Expenses 49,142 4,150 Traveling and Conveyance Expenses 1,421, ,332 Bank Charges 55,482 97,827 Information Technology and related expenses 66,256 - Foreign Exchange Loss (net) 746,644 - Payment to Auditors (Refer Note below 25.1) 710, ,293 Miscellaneous Expense 336,998 52,111 Total 10,633,983 4,736, Payment to Auditor For the year ended March 31, 2014 For the year ended March 31, 2013 As Auditor: Statutory Audit fee 450, ,000 Tax Audit Fee 50,000 50,000 In other Capacity For Other Services 155,000 - Out of Pocket Expenses 55, ,293 Total 710, , Earnings per Equity Share For the year ended March 31, 2014 For the year ended March 31, 2013 (i) Net Profit after available for Equity Shareholders 1,016,681 8,117,649 Less: Dividend on Cumulative Preference Shares 231,945 97,695 Less: Provision for Dividend Distribution Tax on Cumulative Preference Shares Dividend 39,419 15,849 (ii) Profit after Tax for Basic Earnings per share (A) 745,317 8,004,105 (iii) Effect of all Dilutive Potential Shares Dividend on Optionally Convertible Preference Shares 26,548 22,100 (iv) Profit after Tax for Diluted Earnings per Share (B) 771,865 8,026,205 (v) Weighted Average Number of Equity Shares for Basic Earning Per Share (No) (C) 63,500,000 57,201,370 Adjustments on Weighted Average Number of Potential Equity Shares on account of Optionally Convertible Preference Shares 26,547,991 5,361,644 for Diluted Earnings Per share (No) (D) 90,047,991 62,563,014 (vi) Nominal value of shares (vii) Earnings Per Share Basic (in Rs) (E= A/C) Diluted (in Rs) (F=B/D)

31 NOTES FORMING PART OF FINANCIAL STATEMENTS AS AT MARCH 31, Earning and Expenditure in Foreign Currency For the year ended March 31, 2014 Year Ended March 31, 2013 Earnings in Foreign Currency Income From Advisory Services 38,043,343 - Total 38,043, Contingent Liabilities Other money for which the company is contingently liable (Refer Note 28(a) and 28(b) ,790,215 3,790,215 3,790,215 3,790,215 a. Contingent Liability- Service Tax - Rs. 2,025,284 (Previous Year Rs. 2,025,284) The above demand and penalty has been appealed by the company and the same is pending before appellate authorities. The Company has already been granted stay by CESTAT for the period 01/04/2004 to June 2007 in respect of tax demand and penalty. b. Contingent Liability- Income Tax Rs. 1,764,931 (Previous Year Rs. 1,764,931) (i) The contingent liability represents the demand which may arise for the assessment Year Rs. 1,329,489 on account of the Writ appeal filed by the department in the Madras High Court. The Income Tax Appellate Tribunal has already decided the issue in favour of the company. (ii) Income Tax Assessment of the Company for the assessment year was completed by the Assistant Commissioner of Income Tax, Circle VI(1), Chennai and consequential to disallowances made vide assessment order dated 21th December, 2011, the Assessing officer has raised a demand of Rs. 435,442. The Assessing Officer has also initiated penalty proceedings under section 271(1) (c) of the Act against the Company. The Company has filed an appeal against the said assessment order before the Commissioner of Income Tax (Appeals), Chennai. The matter is currently pending for disposal. In reply to the notice for initiation of penalty proceedings, the Company has filed a letter with the Assessing Officer requesting to keep the penalty proceedings in abeyance till the disposal of Appeal filed before CIT(A). 29 Commitments a. The Company has entered into a partnership agreement with two other partners for launching Valuequest Capital. Valuequest Capital is an India focused value investing fund. The Company s further investment will be Rs. 2 Crore in Valuequest Capital LLP. The Company has also agreed to making a sponsor commitment of upto Rs. 30 Crores into the fund being launched. b. c. d. The Company has entered into a limited liability partnership agreement with Religare Venture Capital Limited to form Religare Credit Advisors LLP ('the LLP' ) which has been incorporated on December 20, 2013 to carry on business in Investment Management Services. The total contribution of the LLP will be Rs. 100,000 which will be contributed by the Partners in the proportion of 99% and 1% respectively. The Company has entered into a limited liability partnership agreement with Religare Venture Capital Limited to form Cerestra Capital Advisors LLP ('the LLP' ) which has been incorporated on February 7, 2014 to carry on business in Investment Management Services. The proportion of The total contribution of the LLP will be Rs. 2,501,000. The Partners will be entitled to share profit and losses and distributions in the proportion of 99% and 1% respectively. The Company has also agreed to sponsor various funds launched/ proposed to be launched its Subsidiaries and Joint Venture companies. The details of sponsor commitments is given below: Sl. No Name of Alternative Investment Fund India Build Out Fund II Religare Credit Investments Trust Cerestra Infrastructure Trust Religare Dynamic Fund Name of Subsidiary/ Joint Venture Company Sponsor Commitment 2.5% of the corpus or Rs. Quadria Investment Management Private Limited 5,00,00,000, whichever is lower 2.5% of the corpus or Rs. Religare Credit Advisors LLP 5,00,00,000, whichever is lower 2.5% of the corpus or Rs. Cerestra Capital Advisors LLP 5,00,00,000, whichever is lower 5% of the corpus or Rs. Religare Portfolio Managers and Advisors Private 10,00,00,000, whichever is Limited lower

32 NOTES FORMING PART OF FINANCIAL STATEMENTS AS AT MARCH 31, Employee Benefits Gratuity and Leave Encashment The following tables summarize the components of the net employee benefit expenses recognized in the Statement of Profit and Loss, the fund status and amount recognized in the Balance Sheet for the Gratuity and Leave Encashment. Disclosures relating to actuarial valuation of Leave encashment and Gratuity liability: I Assumptions (Amount in Rs.) Leave Encashment Gratuity Indian Assured Lives Mortality ( ) Modified Ultimate Indian Assured Lives Mortality ( ) Modified Ultimate Indian Assured Lives Mortality ( ) Modified Ultimate Indian Assured Lives Mortality ( ) Modified Ultimate Mortality Discount Rate 9.25% p.a. 8.00% p.a. 9.25% p.a. 8.00% p.a. Rate of increase in compensation 6.00% 6.00% 6.00% 6.00% Rate of return on plan assets Nil 8.00% Nil 8.00% 18-35: 20% p.a., 36-45: 18-35: 20% p.a., 36-45: 18-35: 20% p.a., 36-45: 18-35: 20% p.a., 36-45: 15% p.a., 46 and above: 15% p.a., 46 and above: 15% p.a., 46 and above: 15% p.a., 46 and above: 5% p.a. 5% p.a., CEO & + : 10% 5% p.a. 5% p.a., CEO & + : 10% Withdrawal rates Retirement Age II Changes in present value of obligations PBO at beginning of year 309, ,194 - Interest Cost 22,325-41,616 - Current Service Cost 107, ,031 - Past Service Cost _Vested Benefits - 309, ,194 Benefits Paid (60,030) Net Transfer In/ (Out) Actuarial Loss/ (Gain) on obligation 918,008-1,446,159 - PBO at end of year 1,297, ,078 2,114, ,194 III Changes in fair value of plan assets - - Fair Value of Plan Assets at beginning of year Expected Return of Plan Assets Contributions made Benefits paid Actuarial (Loss)/ Gain on plan assets Fund Assets (Closing Balance) IV V VI VII VIII Fair Value of Plan Assets Fair Value of Plan Assets at beginning of year Actual Return of plan assets Contributions made Benefit paid by the fund manager Fair Value of Plan Assets at end of year Funded Status- deficit/(surplus) 1,297, ,078 1,446, ,194 Excess of actual over estimated return on Plan Assets Actuarial Loss/ (Gain) Recognized Actuarial Loss/ (Gain) for the year ( Obligation) 918,008-1,446,159 - Actuarial (Loss)/ Gain for the year ( Plan Assets) Total Loss/ (Gain) for the year 918,008-1,446,159 - Actuarial Loss/ (Gain) Recognized for the year 918,008-1,446,159 - Unrecognized Actuarial Loss/ (Gain) at the end of year Amounts to be recognized in the balance sheet PBO at the end of year 1,297, ,078 2,114, ,194 Less: Funded Assets N.A Funded Status deficit/(surplus) 1,297, ,078 2,114, ,194 Unrecognized Actuarial Loss/ (Gain) Net ( Asset)/Liability recognized in the balance sheet 1,297, ,078 2,114, ,194 Expense Recognized Current Service Cost 107, ,031 - Interest Cost 22,325-41,616 - Past Service Cost _Vested Benefits - 309, ,194 Expected Return on Plan Assets Net Actuarial Loss/ (Gain) recognized for the year 918,008-1,446,159 - Expense recognized in the statement of Profit and Loss 1,047, ,078 1,593, ,194 Movements in the liability recognized in Balance Sheet Opening Net Liability 309, ,194 - Expenses as above 1,047, ,078 1,593, ,194 Benefits paid/contribution made (60,030) Net Transfer In/ (Out) Closing Net Liability 1,297, ,078 2,114, ,194 IX Current Liability 175,000 77, , ,975 Non Current Liability 1,122, ,800 1,996, ,219 Closing Net Liability 1,297, ,078 2,114, ,194

33 NOTES FORMING PART OF FINANCIAL STATEMENTS AS AT MARCH 31, 2014 X Leave Encashment Gratuity Experience Adjustments Benefit Obligation 1,297, ,078 2,114, ,194 Fair Value of Plan Assets at end of year Funded Status deficit/(surplus) 1,297, ,078 2,114, ,194 Experience Adjustments on Plan Liabilities - Loss/ (Gain) 1,031,008-1,645,159 - Experience Adjustments on Plan Assets Actuarial Loss /(Gain) due to change on assumptions (113,000) - (199,000) - XI Present value of DBO, Fair Value of Plan Assets, Deficit / (Surplus), Experience Adjustments for earlier periods: Year Ended March 31, 2012 Year Ended March 31, 2011 Year Ended March 31, 2010 Year Ended March 31, 2009 Leave Encashment Leave Encashment Leave Encashment Leave Encashment Benefit Obligation N.A. N.A. N.A. N.A. Fair Value of Plan Assets N.A. N.A. N.A. N.A. Funded Status - deficit/(surplus) N.A. N.A. N.A. N.A. Experience Adjustment on Plan Liabilities Gain/(Loss) N.A. N.A. N.A. N.A. Experience adjustments on Plan Assets N.A. N.A. N.A. N.A. Year Ended March 31, 2012 Year Ended March 31, 2011 Year Ended March 31, 2010 Year Ended March 31, 2009 Gratuity Gratuity Gratuity Gratuity Benefit Obligation N.A. N.A. N.A. N.A. Fair Value of Plan Assets N.A. N.A. N.A. N.A. Funded Status - deficit/(surplus) N.A. N.A. N.A. N.A. Experience Adjustment on Plan Liabilities Gain/(Loss) N.A. N.A. N.A. N.A. Experience adjustments on Plan Assets N.A. N.A. N.A. N.A.

34 NOTES FORMING PART OF FINANCIAL STATEMENTS AS AT MARCH 31, Information about Business & Geographical Segment I Primary Segments (a) The business segment has been considered as the primary segment for disclosure. The Company s primary business structure and the internal financial reporting system. segments are reflected based on principal business activities, the nature of service, the differing risks and returns, the organization (b) The Company s primary business comprises of Investment, Broking in securities, Depository Operations and Portfolio Management/ Financial Advisory Services. The Company has also made some strategic investments in Subsidiaries/fellow subsidiaries. (c) Segment revenue, results, assets and liabilities have been accounted for on the basis of their relationship to the operating activities of the segment and amounts allocated on a reasonable basis. (d) (e) Revenue and expenses directly attributable to segments are reported under each reportable segment. Expenses incurred on behalf of other segments and not directly identifiable to each reportable segment have been allocated to each segment on the basis of associated revenues of each segment. All other expenses which are not attributable or allocable to segments have been disclosed as unallocable expenses. Assets (including fixed assets) and liabilities that are directly attributable to segments are disclosed under each reportable segment. Common assets have been allocated to each segment on the basis of associated revenues of each segment. Common liabilities have been allocated to each segment on the basis of total segment expense. All other assets and liabilities are disclosed as unallocable. (f) If the segment result of a segment includes interest or dividend income, its segment assets include the related receivables, loans, investments, or other interest or dividend generating assets. (g) If the segment result of a segment includes interest expense, its segment liabilities include the related interest-bearing liabilities. II Geographical Segment The Company operates in one Geographic segment namely Within India and hence no separate Information for Geographic segment wise disclosure is required. Information about Primary Business Segment (i) Segment Revenue PARTICULARS Mar-14 Mar-13 Mar-14 Mar-13 Mar-14 Mar-13 Mar-14 Mar-13 Mar-14 Mar-13 Mar-14 Mar-13 External Revenue 167, ,625 1,396,097 38,086,779 18,847,286-4,090 38,833,615 20,247,473 Inter -Segmental Revenue Balances Written Back Total Revenue 167, ,625 1,396,097 38,086,779 18,847,286-4, ,833,615 20,247,473 (ii) Segment Results 167, , ,647 (1,802,052) 7,689,285 (140,748) (198,551) - (1,245,964) 8,277,381 Less: Interest expense ,145 8,106 58,145 8,106 Add: Interest & Other Income ,027,909 4,222,475 3,027,909 4,222,475 Income Taxes (Current, Deferred and Fringe Benefit Tax) ,119 4,374, ,119 4,374,101 Profit after tax 167, , ,647 (1,802,052) 7,689,285 (140,748) (198,551) 2,262,645 (159,732) 1,016,681 8,117,649 (iii) Segment Assets 8,395,244,225 7,327,257,225 15,141,961 16,045,292 30,338,166 8,805,983 1,282,226 1,000, ,442,006,577 7,353,108,500 Unallocated Corporate Assets ,558,383 54,334,340 31,558,383 54,334,340 Total Assets 8,395,244,225 7,327,257,225 15,141,961 16,045,292 30,338,166 8,805,983 1,282,226 1,000,000 31,558,383 54,334,340 8,473,564,960 7,407,442,840 (iv) Segment liabilities - 20,000, , ,836 11,954,193 4,559,235 2, ,169,122 24,707,071 Unallocated Corporate Liabilities ,661, ,887 1,661, ,887 Total liabilities - 20,000, , ,836 11,954,193 4,559,235 2,781-1,661, ,887 13,830,397 24,824,958 (v) Capital Expenditure ,733, , ,733, ,721 (vi) Depreciation/Amortization , , , ,561 (vii) Non Cash Expenditure other than Depreciation Investment# Broking Related Activities Financial Advisory Services Custodial/ Depository Operations Unallocated ,662, , ,662, ,292 TOTAL (Amount in Rs.) TOTAL # Refer Note "11.1": Investments Non-Current, forming part of the Balance Sheet as at

35 NOTES FORMING PART OF FINANCIAL STATEMENTS AS AT MARCH 31, RELATED PARTY DISCLOSURES RP Type Nature of Relationship Name of Party (a) (i) Holding Company Religare Enterprises Limited (a) (ii) Subsidiary Companies/Sub-subsidiary Companies Religare Global Asset Management Inc (became wholly owned subsidiary w.e.f May 9, 2012 earlier direct subsidiary of Religare Enterprises Limited) Northgate Capital LLC (became indirect subsidiary w.e.f May 9, 2012) Northgate Capital LP (became indirect subsidiary w.e.f May 9, 2012) Northgate Capital Asia Limited NGEM Mexico S. de R.L. de C.V. Landmark Partners LLC (LP) (RGAM Inc acquired 55% stake in this Company w.e.f April 18, 2011) Landmark Equity Advisors LLC (existing subsidiary of Landmark Partners LLC(LP) when RGAM Inc acquired stake in LP) Landmark Reality Advisors LLC (existing subsidiary of Landmark Partners LLC(LP) when RGAM Inc acquired stake in LP) Mill Pond Associates LLC (existing subsidiary of Landmark Partners LLC(LP) when RGAM Inc acquired stake in LP) LMK Services Inc. Religare Health Trust Trustee Manager Pte Limited (became wholly owned subsidiary w.e.f October 12, 2012) Religare Venture Capital Limited (ceased to be subsidiary of Religare Securities Limited and became subsidiary of the Company w.e.f. March 28, 2013) Religare Advisory Services Limited (subsidiary of Religare Venture Capital Limited) Religare Portfolio Managers and Advisors Private Limited (subsidiary w.e.f April 15, 2013) Religare Arts Investment Management Limited (subsidiary w.ef from March 27, 2014) Religare Credit Advisors LLP Cerestra Capital Advisors LLP (a) (iii) Fellow Subsidiary Companies Religare Finvest Limited Religare Securities Limited REL Infrafacilities Limited Religare Finance Limited Religare Capital Markets Limited Religare Health Insurance Company Limited Religare Arts Initiative Limited Religare Capital Markets (India) Limited Religare Commodity Broking Private Limited (a) (iv) Subsidiaries of Fellow Subsidiary Companies Religare Invesco Asset Management Company Private Limited Religare Invesco Trustee Company Private Limited Religare Housing Development Finance Corporation Limited Religare Commodities Limited Religare Comtrade Limited Religare Share Brokers Limited Religare Investment Advisors Limited

36 NOTES FORMING PART OF FINANCIAL STATEMENTS AS AT MARCH 31, 2014 RP Type Nature of Relationship Name of Party Northgate Capital (Asia) Limited Religare Capital Markets International (Mauritius) Limited Religare Capital Markets International (UK) Limited Religare Capital Markets (Europe) Limited Religare Capital Markets (UK) Limited Religare Capital Markets Corporate Finance Pte Ltd Religare Capital Markets Inc. Charterpace Limited Tobler (Mauritius) Limited Tobler (UK) Limited Religare Investment Holdings (UK) Ltd Bartleet Religare Securities (Private) Limited Bartleet Asset Management (Private) Limited Kyte Management Limited Religare Capital Markets (Hong Kong) Limited Religare Capital Markets (Singapore) Pte Limited Strategic Research Limited Religare Bartleet Capital Markets (Private) Limited Empowers Expertise Private Limited Big Vision Consultants Private Limited Religare Capital Markets (Beijing) Limited Religare Wealth Management Limited (b) Associated and Joint Venture of the Company Valuequest Capital LLP (c) Individuals owning directly or indirectly interest in voting power that gives them control and relatives of such individual Mr. Malvinder Mohan Singh Mr. Shivinder Mohan Singh Mrs. Aditi Shivinder Singh Mrs. Nimmi Singh Master Udayveer Parvinder Singh Master Anhad Parvinder Singh Master Vivan Parvinder Singh Master Kabir Parvinder Singh Mrs. Harjit Grewal Mrs. Japna Malvinder Singh Baby Nimrita Parvinder Singh Baby Nanaki Parvinder Singh Baby Nandini Parvinder Singh (d) Key Management personnel Mr. Shachindra Nath (e) Enterprises over which key (c) and (d) are able to exercise Ligare Travels Limited significant influence with whom transactions have taken place SRL Limited Finserve Shared Services Limited

37 NOTES FORMING PART OF FINANCIAL STATEMENTS AS AT MARCH 31, Following transactions were carried out with related parties in the ordinary course of business (Amount In Rupees) Nature of Transactions Name of Related Party RP Type Total Year Ended March 31, 2014 Year Ended March 31, 2013 Purchase of Investment Religare Enterprises Limited -(Purchase of Religare Global (a) (i) - 3,607,480,800 Asset Management Inc.) Religare Securities Limited (purchase of Religare Venture (a) (iii) - 127,200,000 Capital Limited) Religare Arts Initiative Limited (purchase of Religare Arts (a) (iii) 38,600,000 - Investment Management Limited) Purchase of Investment Total 38,600,000 3,734,680,800 Investment in Equity Shares by the Company Religare Global Asset Management Inc. (a) (ii) 968,137,000 3,523,126,800 Religare Portfolio Managers and Advisors Private Limited (a) (ii) 3,000,000 - Value Quest Capital LLP (26%) (b) 20,000,000 - Investment in Equity Shares by the Company Total 991,137,000 3,523,126,800 Investment in Preference Shares by the Company Religare Portfolio Managers and Advisors Private Limited (a) (ii) 35,000,000 - Investment in Equity Shares by the Company Total 35,000,000 - Allotment of equity shares (including securities Religare Enterprises Limited (a) (i) - 3,630,000,000 premium) Allotment of equity shares total - 3,630,000,000 Allotment of Preference shares (including securities Religare Enterprises Limited (a) (i) 1,076,100,000 3,552,500,000 premium) Allotment of Preference shares total 1,076,100,000 3,552,500,000 Share Application Money Received Religare Enterprises Limited (a) (i) - 127,200,000 Share Application Money Received Total - 127,200,000 Advance against Investment paid by Other Companies Religare Enterprises Limited (a) (i) - 20,000,000 Advance against Investment paid by Other Companies - 20,000,000 Purchase of Fixed Asset Religare Advisory Services Limited (a) (ii) - 676,721 Religare Securities Limited (a) (iii) 1,633,054 - Religare Finvest Limited (a) (iii) 41,072 - REL Infrafacilities Limited (a) (iii) 19,056 - Religare Capital Markets Limited (a) (iii) 3,526 - Finserve Shared Services Limited (e) 26,102 - Purchase of Fixed Asset Total 1,722, ,721 Sale of Fixed Asset Religare Venture Capital Limited (a) (ii) 568,363 - Purchase of Fixed Asset Total 568,363 - Advisory Income SRL Limited (formerly Super Religare Laboratories (e) - 18,500,000 Limited) Religare Health Trust Trustee Manager Pte Limited (a) (ii) 38,043,343 - Advisory Income Total 38,043,343 18,500,000 Other Expenses Travelling Expenses Ligare Travels Limited (e) 734, ,971 Support Services -Deputation of VP Fund Manager Religare Invesco Asset Management Company Private (a) (iv) - 1,050,000 Limited Other Expenses Total 734,814 1,527,971 Reimbursement of Advances to Other Companies Religare Enterprises Limited (a) (i) - 51,162 Reimbursement of Advances to Other Companies Total - 51,162 Allocation of Expenses by Other Companies REL Infrafacilities Limited (a) (iii) 1,181,625 - Allocation of Expenses by Other Companies Total 1,181,625 -

38 NOTES FORMING PART OF FINANCIAL STATEMENTS AS AT MARCH 31, 2014 (Amount In Rupees) Nature of Transactions Name of Related Party RP Type Total Year Ended March 31, 2014 Year Ended March 31, 2013 Expenses Reimbursement to Other Companies Religare Enterprises Limited (a) (i) 290,626 20,000 Religare Securities Limited (a) (iii) 82,605 8,000 Religare Finvest Limited (a) (iii) ,000 REL Infrafacilities Limited (a) (iii) 243,581 21,061 Religare Investment Advisors Limited (a) (iv) 3,333,710 - Finserve Shared Services Limited (e) 5,671 - Expenses Reimbursement to Other Companies Total 3,956,671 73,061 Expenses Reimbursement by Other Companies Religare Securities Limited (a) (iii) 7,532 - Finserve Shared Services Limited (e) 3,999 - Expenses Reimbursement by Other Companies Total 11,531 - Balances Outstanding as on Religare Health Trust Trustee Manager Pte Limited (a) (ii) 25,698,298 - Other Receivables Other Receivables Total 25,698,298 - Other Payables Religare Enterprises Limited (a) (i) - 20,000,000 Religare Investment Advisors Limited (a) (iv) 3,357,196 - Other Payables Total 3,357,196 20,000,000

39 NOTES FORMING PART OF FINANCIAL STATEMENTS AS AT MARCH 31, Other Notes 34 a. b. There are no transactions with Micro, Small and Medium Enterprises during the year ended and as such there is no balance outstanding as at. Subsequent to the Balance Sheet date, the Company has agreed to sell and transfer its depository business to Religare Securities Limited, a fellow subsidiary company, at a consideration of Re. 1. Figure for the previous year have been regrouped, rearranged and reclassified wherever necessary to conform to the current years classification. The Notes are an integral part of these Financials Statements Signature to Note no. 1 to 34 forming part of Financial Statements For and on behalf of the Board of Directors For Price Waterhouse Firm Registration Number: E Chartered Accountants PARTHA GHOSH SHACHINDRA NATH RAJESH SHARMA Partner Managing Director Director Membership Number: (DIN: ) (DIN: ) Place : Mumbai Place : New Delhi Date : May 24, 2014 Date : May 24, 2014 Sd/- Sd/- Sd/- Sd/- ASHRAF ALI Company Secretary

40 INDEPENDENT AUDITORS REPORT To the Board of Directors of RGAM Investment Advisers Private Limited (formerly known as RGAM Corporation Private Limited) 1. We have audited the accompanying consolidated financial statements (the Consolidated Financial Statements ) of RGAM Investment Advisers Private Limited (formerly known as RGAM Corporation Private Limited) ( the Company ) and its subsidiaries, its jointly controlled entity and associate companies; hereinafter referred to as the Group (refer Note1 [II] to the attached consolidated financial statements) which comprise the consolidated Balance Sheet as at, and the consolidated Statement of Profit and Loss and the consolidated Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information which we have signed under reference to this report. Management s Responsibility for the Consolidated Financial Statements 2. The Company s Management is responsible for the preparation of these consolidated financial statements that give a true and fair view of the consolidated financial position, consolidated financial performance and consolidated cash flows of the Group in accordance with accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the consolidated financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. Auditors Responsibility 3. Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing and other applicable authoritative pronouncements issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement. 4. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditors judgement, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditors consider internal control relevant to the Company s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Management, as well as evaluating the overall presentation of the consolidated financial statements. 5. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion 6. We report that the consolidated financial statements have been prepared by the Company s Management in accordance with the requirements of Accounting Standard (AS) 21 Consolidated Financial Statements, Accounting Standard (AS) 23 Accounting for Investments in Associates in Consolidated Financial Statements, and Accounting Standard (AS) 27 Financial Reporting of Interests in Joint Ventures notified under the Companies Act, 1956 read with the General Circular

41 INDEPENDENT AUDITORS REPORT To the Board of Directors of RGAM Investment Advisers Private Limited Report on the Consolidated Financial Statements Page 2 of 2 15/2013 dated September 13, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, Based on our audit and on consideration of reports of other auditors on separate financial statements and on the other financial information of the components of the Group as referred to in paragraph 8 below, and to the best of our information and according to the explanations given to us, in our opinion, the accompanying consolidated financial statements give a true and fair view in conformity with the accounting principles generally accepted in India: (a) in the case of the consolidated Balance Sheet, of the state of affairs of the Group as at March 31, 2014; (b) in the case of the consolidated Statement of Profit and Loss, of the profit for the year ended on that date; and (c) in the case of the consolidated Cash Flow Statement, of the cash flows for the year ended on that date. Other Matter 8. We did not audit the financial statements of (i) six subsidiaries and one jointly controlled entity included in the consolidated financial statements, which constitute total assets of Rs 564,099,705 and net assets of Rs 276,269,948 as at March 31,2014, total revenue of Rs. 415,715,052, net profit of Rs 131,444,453 and net cash flows amounting to Rs 56,542,725 for the year then ended; and (ii) two associate companies which constitute net profit of Rs 3,598,168 for the year then ended. These financial statements and other financial information have been audited by other auditors whose reports have been furnished to us, and our opinion on the consolidated financial statements to the extent they have been derived from such financial statements is based solely on the report of such other auditors For Price Waterhouse Firm Registration Number: E Chartered Accountants Sd/- Mumbai Date: September 24, 2014 Partha Ghosh Partner Membership Number F55913

42 CONSOLIDATED BALANCE SHEET AS AT MARCH 31, 2014 Note No. Amount (Rs.) March 31, 2013 Amount (Rs.) EQUITY AND LIABILITIES Shareholders' Funds Share Capital 3 1,110,580, ,250,000 Reserves and Surplus 4 8,958,389,492 6,507,999,833 Share Application Money Pending Allotment 5-127,200,000 Minority Interest 619,669, ,361,859 Non - Current Liabilities Long - Term Borrowings 6 6,279,672,340 8,253,732,805 Deferred Tax Liability 7-1,866,594 Other Long Term Liabilities 8 103,126, ,082,717 Long Term Provisions 9 8,071,355 1,506,123 Current Liabilities Short - Term Borrowings 10 1,164,798, ,843,938 Trade Payables 11 11,070,423 - Other Current Liabilities 12 3,540,269,435 1,951,763,387 Short - Term Provisions 13 1,105,533 2,266,964 TOTAL 21,796,752,969 18,807,874,220 ASSETS Non - Current Assets Fixed Assets Tangible Assets ,473, ,560,016 Intangible Assets 15 17,822,173,400 16,212,723,426 Non - Current Investments ,353, ,851,455 Deferred Tax Asset (Net) ,498 - Long - Term Loans and Advances ,713, ,932,958 Other Non - Current Assets 19 18,814,619 11,711,473 Current Assets Current Investments ,361,995 - Trade Receivables ,287, ,864,156 Cash and Bank Balances 22 1,077,520, ,312,377 Short - Term Loans and Advances 23 1,176,987, ,696,909 Other Current Assets 24 35,123,645 16,221,450 TOTAL 21,796,752,969 18,807,874,220 Overview, Principles of Consolidation and Significant Accounting Policies The Notes are an integral part of these Consolidated Financial Statements 1 & 2 This is the Consolidated Balance Sheet referred to in our report of even date For and on behalf of the Board of Directors For Price Waterhouse Firm Registration Number: E Chartered Accountants PARTHA GHOSH SHACHINDRA NATH ANIL SAXENA Partner Managing Director Director Membership Number: (DIN: ) (DIN: ) Sd/- Sd/- Sd/- Sd/- ASHRAF ALI Company Secretary Place : New Delhi Date : September 24, 2014

43 CONSOLIDATED STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED MARCH 31, 2014 Note No. For the year ended For the year ended March 31, 2013 Amount (Rs.) Amount (Rs.) Revenue Revenue from Operations 25 5,954,562,951 4,046,128,912 Other Income 26 36,862,260 15,446,223 Total Revenue 5,991,425,211 4,061,575,135 Expenses Employee Benefit Expenses 27 2,766,479,941 2,017,167,195 Finance Costs ,073, ,664,399 Depreciation and Amortization Expense 29 41,795, ,759,846 Other Expenses ,510, ,435,038 Total Expenses 4,363,859,834 3,338,026,478 Profit Before Tax 1,627,565, ,548,657 Tax Expenses Current tax 21,272,672 11,111,531 Taxes for Earlier Years (161,745) 419,305 Deferred tax (2,810,093) (488,683) Profit After Tax and Before Minortiy Interests and Share in Associates 1,609,264, ,506,504 Share of Profit transferred to Minority (960,125,441) (601,768,194) Share of Profit in Associates (Net) 3,598,168 2,233,584 Profit for the year 652,737, ,971,894 Earnings Per Equity Share Basic Diluted Overview, Principles of Consolidation and Significant Accounting Policies The Notes are an integral part of these Consolidated Financial Statements 1 & 2 This is the Consolidated Statement of Profit and Loss referred to in our report of even date For and on behalf of the Board of Directors For Price Waterhouse Firm Registration Number: E Chartered Accountants Sd/- Sd/- Sd/- PARTHA GHOSH SHACHINDRA NATH ANIL SAXENA Partner Managing Director Director Membership Number: F55913 (DIN: ) (DIN: ) Sd/- ASHRAF ALI Company Secretary Place : New Delhi Date : September 24, 2014

44 PARTICULARS RGAM INVESTMENT ADVISERS PRIVATE LIMITED Consolidated Cash Flow Statement for the year ended For the year ended (Amount in Rs.) For the year ended March 31, 2013 (Amount in Rs.) A. Cash flow from Operating Activities: Profit before tax 1,627,565, ,548,657 Adjustments for: Depreciation and Amortisation 41,795, ,759,846 Interest Expense 559,422, ,938,600 Interest Income (12,045,260) (11,299,909) Dividend Income (3,721,474) - Assets/Sundry Balances Written off - 338,914 Sundry Balances written back (763,447) (692,918) Loss on Fixed Assets sold (Net) 2,159,487 - Provision/Write back for Doubtful Debts (1,542,616) (492,440) Profit on Sale of Investments (Net) (90,841,130) - Provision for Diminution in Value of Investments 157,301 20,000,000 Translation Reserve (4,691,348) (86,832,615) Provision for Gratuity and Leave Encashment 4,243,043 1,066,607 TDS on technical/service /other operating income (9,840,267) (10,117,306) Operating profit before working capital changes 2,111,898,549 1,203,217,436 Adjustments for Changes in working capital : - Increase in Trade Receivables (4,753,450) (100,109,564) - Decrease in Other Current Assets 32,020,219 63,558,743 - Decrease in Other Non-Current Assets 1,542,616 2,113,680 - (Increase)/ Decrease in Long Term Loans and Advances (40,608,367) 101,617,256 - Increase in Short Term Loans and Advances (264,941,368) (213,925,299) - Decrease in Other Long - Term Liabilities (82,579,984) (6,561,579) - Increase/ (Decrease) in Trade Payables 11,028,621 (1,161,863) - Decrease in Other Current Liabilities (70,138,783) (692,368,059) Cash generated from operations 1,693,468, ,380,751 Taxes Paid (Net of refunds) (13,065,283) (6,326,814) Net cash generated from operating activities (A) 1,680,402, ,053,937 B. Cash flow from Investing Activities: Purchase of Fixed assets (129,897,368) (74,316,574) Proceeds from sale of Fixed assets 2,379, ,291 Proceeds from sale of Other Investments 693,084,484 - Purchase of Other Investment (963,955,088) (160,953,884) Investment in Subsidiaries/Associates (83,600,000) (5,814,914,713) Change in Fixed Deposits shown as Non Current Assets (5,987,176) 13,257,537 Interest Received (Revenue) 12,530,024 11,344,357 Dividend Received (including dividend from associates) 5,312,517 2,877,487 Net cash used in investing activities (B) (470,133,349) (6,022,551,499) C. Cash flow from Financing Activities: Proceeds from fresh issue of Share Capital(incuding net securities premium) 1,076,100,000 7,176,850,000 Share Application Money - 127,200,000 Proceeds/ (Repayment) for Short Term Borrowings Inter Corporate Loans 349,629,987 (1,142,289,500) Loans from Banks 158,038, ,484,725 Term Loans 104,718,020 59,497,200 Proceeds/ (Repayment) for Long Term Borrowings Term Loans (1,300,089,669) (485,743,519) Interest Paid (540,407,545) (374,911,442) Proceeds from shares issued to Minority Shareholders 24,999,989 - Dividend paid (647,086,105) (495,446,067) Net cash generated from/(used in) financing activities (C) (774,096,519) 5,061,641,397 Net Increase/(Decrease) in Cash and Cash equivalents (A+B+C) 436,172,902 (610,856,165) Add: Cash and Cash Equivalents at the begining of the Year 566,344,281 11,622,051 Effect of Exchange difference on Translation of Foreign Currency Cash and Cash Equivalents 48,775,510 22,163,996 Add: Cash and Cash Equivalents on Acquisition of Subsidiaries 1,729,736 1,143,414,399 Cash and Cash Equivalents at the end of the Year 1,053,022, ,344,281

45 PARTICULARS RGAM INVESTMENT ADVISERS PRIVATE LIMITED Consolidated Cash Flow Statement for the year ended For the year ended (Amount in Rs.) For the year ended March 31, 2013 (Amount in Rs.) Cash and Cash equivalents at the end of the year comprises of Cash Balance on hand 355, ,177 Current Accounts with Scheduled Banks 1,052,666, ,951,104 1,053,022, ,344,281 # Fixed Deposits with banks with maturity more than 12 months from the date of acquisition and after one year from the Balance Sheet Date. Notes: 1 The above cash flow statement has been prepared under the "Indirect Method" as setout in the Accounting Standard-3 on Cash Flow Statements 2 Figures in the bracket indicate cash outgo / income. 3 Previous year figures have been regrouped and rearranged and reclassified wherever necessary to current year's classification. The Notes are an integral part of these Consolidated Financial Statements This is the Cash Flow Statement referred to in our report of even date For Price Waterhouse Firm Registration Number: E Chartered Accountants For and on behalf of the Board of Directors Sd/- Sd/- Sd/- PARTHA GHOSH SHACHINDRA NATH ANIL SAXENA Partner Managing Director Director Membership Number: F55913 (DIN: ) (DIN: ) Sd/- ASHRAF ALI Company Secretary Place : New Delhi Date : September 24, 2014

46 NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS AS AT MARCH 31, OVERVIEW AND PRINCIPLES OF CONSOLIDATION I OVERVIEW RGAM Investment Advisers Private Limited (formerly known as RGAM Corporation Private Limited and before that known as Shreyas Stock Private Limited) ('the Company") was incorporated in May The Company became the wholly owned subsidiary of Religare Enterprises Limited with effect from October 12, The Company is currently engaged in providing investment advisory services. The Company has been registered as a member of National Stock Exchange (NSE) in Cash, F&O and Currency Derivative Segments, trading member of MCX Stock Exchange Limited (MCX-SX) in currency derivative segment, registration as Portfolio Manager with Securities and Exchange Board of India (SEBI), and as Depository Participant (DP) with the National Securities Depository Limited (NSDL). The Board of Directors of RGAM Investment Advisers Private Limited decided to surrender its Stock Broking, Depository Participant ( DP ) and Portfolio Management Service ( PMS ) licenses with respective exchanges. Pursuant to the said decision, the Company surrendered its Stock Broking license with NSE and MCX-SX on October 8, 2013 and October 9, 2013, respectively. The Company has withdrawn its application for surrender of membership license with NSE. MCX-SX application for surrender of license is under process. The Company has applied to the Securities and Exchange Board of India in April 26, 2013 seeking registration as an 'Investment Adviser' in terms of SEBI (Investment Adviser) Regulations, 2013 ("Regulations"). In compliance of Regulation 13(c) of the Regulations, the name of the Company was changed from RGAM Corporation Private Limited to RGAM Investment Advisers Private Limited. II PRINCIPLES OF CONSOLIDATION A. The Consolidated Financial Statements relate to the Company and all of its subsidiary companies and the companies controlled, that is, the companies over which the Company exercises control/ joint control over ownership and voting power and the associates and joint ventures (hereinafter collectively referred to as the Group ). The Consolidated Financial Statements have been prepared on the following bases. (i) The financial statements of the Company and its Subsidiary companies have been consolidated on a line-by-line basis by adding together the book values of like items of assets, liabilities, income and expenses, after as far as possible eliminating intra-group balances and intra-group transactions resulting in unrealized profits or losses in accordance with the Accounting Standard ( AS ) 21 Consolidated Financial Statements as referred to in the Companies (Accounting Standards) Rules, 2006 (Accounting Standard Rules). (ii) In case of the foreign subsidiaries and companies controlled by the Company, revenue is consolidated at the average exchange rate prevailing during the year. All monetary assets and liabilities are converted at the exchange rate prevailing at the end of the year. While, non monetary assets and liabilities are recorded at the exchange rate prevailing on the date of the transaction or closing rate, as applicable. Any exchange difference arising on consolidation of integral foreign operations and non integral foreign operations is recognised in the Statement of Profit and Loss and Foreign Currency Translation Reserve respectively. (iii) Investments in subsidiaries are eliminated and differences between the cost of investment over the net assets on the date of investment or on the date of the financial statements immediately preceding the date of investment in subsidiaries are recognised as Goodwill or Capital Reserve, as the case may be. (iv) Minority Interest s share of net profit or loss of subsidiaries for the year is identified and adjusted against the income of the Group in order to arrive at the net income attributable to the Equity Shareholders of the Company. (v) Minority Interest s share of net assets of consolidated subsidiaries is identified and presented in the Consolidated Balance Sheet as a separate item from liabilities and the Shareholders Equity. (vi) Investments in associates are accounted for using equity method in accordance with AS - 23 Accounting for Investments in Associates in Consolidated Financial Statements as referred to in the Accounting Standard Rules. The difference between the cost of investment in the associates and the share of net assets, at the time of acquisition of shares in the associates, is identified in the financial statements as Goodwill or Capital Reserve, as the case may be. (vii) Interest in a jointly controlled entity is reported using proportionate consolidation. (vii) As far as possible, the Consolidated Financial Statements are prepared using uniform Accounting Policies for like transactions and other events in similar circumstances and are presented in the same manner as the standalone financial statements of the Company. B. Investments other than investments in subsidiaries have been accounted as per Accounting Standard 13 on Accounting for Investments notified under the Companies (Accounting Standards) Rules, C. Minority Interest includes in respect of: (a) Equity Share Capital (1) Capital Contribution. (2) Share of Reserves. (3) Share of profit / loss for the year. (b) Preference Share Capital (b1) Redeemable Preference Share Capital (1) Capital Contribution. (2) Redemption Premium payable, if any, out of security premium to the extent premium on issuance of such shares. (3) Share in dividend in current profit similar to equity shares as per terms of issue, as applicable. (4) coupon rate, as applicable. (b2) Compulsory Convertible Preference Share Capital "(CCPSC)" $ (1) Capital Contribution. (2) Share in dividend in current profit similar to equity shares as per terms of issue, as applicable. (3) coupon rate, as applicable. $ CCPSC are not considered for share in reserves till the conversion in equity shares.

47 NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS AS AT MARCH 31, 2014 D. The Subsidiaries, Joint Ventures and Associate considered in the Consolidated Financial statements are as under: Name of the Entity a) Subsidiaries / Sub-Subsidiaries Religare Venture Capital Limited (Became wholly owned subsidiary of RGAM Corporation Private Limited w.e.f. March 28, Earlier it was wholly owned subsidiary of the Religare Securities Limited) Religare Advisory Services Limited (subsidiary of Religare Venture Capital Limited) Proportion of ownership Interest as on March 31, 2014 Proportion of ownership Interest as on March 31, 2013 Country of Incorporation % % India Trading % % India Trading Religare Arts Investment Management Limited (subsidiary of RGAM Investment Advisers Private Limited) # % - India Trading Religare Portfolio Managers and Advisors Private Limited (formerly known as P. N. Vijay Financial Services Private Limited)# (subsidiary of RGAM Investment Advisers Private % - India Trading Limited) # # Religare Credit Advisors LLP (incorporated on December 20, 2013 have two partners viz., RGAM Investment Advisers Private Limited(99%) and Religare Venture Capital % - India Trading Limited (1%)) Cerestra Capital Advisors LLP (incorporated on February 7, 2014 have two partners viz., RGAM Investment Advisers Private Limited(99%) and Religare Venture Capital Limited % - India Trading (1%)) Religare Health Trust Trustee Manager Pte Limited (subsidiary of RGAM Corporation Private Limited w.e.f. October 5, 2012) % % Singapore Trading Religare Global Asset Management Inc., USA (Became wholly owned subsidiary of RGAM Corporation Private Limited w.e.f. May 22, Earlier it was wholly owned % % USA Trading subsidiary of the Company) Northgate Capital L.L.C. (subsidiary of Religare Global Asset Management Inc) 70.00% 70.00% USA Trading Northgate Capital LP (subsidiary of Religare Global Asset Management Inc) 70.00% 70.00% USA Trading Northgate Capital Asia Limited (subsidiary of Northgate Capital, L.L.C.) 70.00% 70.00% HK Trading NGEM Mexico S. De R.T. de C.V. (subsidiary of Northgate Capital, L.L.C.) 70.00% 70.00% Mexico Trading Landmark Partners LLC (subsidiary of Religare Global Asset Management Inc) 53.75% 53.75% USA Trading Landmark Realty Advisors LLC (subsidiary of Landmark Partners LLC) 53.75% 53.75% USA Trading Landmark Equity Advisors LLC (subsidiary of Landmark Partners LLC) 53.75% 53.75% USA Trading LMK services Inc. (subsidiary of Landmark Partners LLC) 53.75% - USA Trading Millpond Associates LLC (subsidiary of Landmark Partners LLC) 53.75% 53.75% USA Trading (b) Joint Ventures IBOF Investment Management Private Limited (name changed from Quadria Investment Management Private Limited w.e.f June 2, 2014 ) (joint venture of Religare Venture 50.00% 50.00% India Trading Capital Limited) Associates Trading Investment Professionals Limited (associate of Religare Global Asset Management Inc) 40.00% 40.00% Mauritius Trading Valuequest Capital LLP 26.00% - India Trading Status # During the year ended, the Religare Arts Initiative Limited sold its entire holding in equity shares of Religare Arts Investment Management Limited to RGAM Investment Advisers Private Limited. # #During the year ended, the Company has acquired Religare Portfolio Managers and Advisors Private Limited through its subsidiary RGAM Investment Advisers Private Limited for Rs 25,000,000.

48 NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS AS AT MARCH 31, SIGNIFICANT ACCOUNTING POLICIES A BASIS OF ACCOUNTING (i) These financial statements have been prepared in accordance with the generally accepted accounting principles in India under the historical cost convention on accrual basis. Pursuant to circular 15/2013 dated read with circular 08/2014 dated , till the Standards of Accounting or any addendum thereto are prescribed by Central Government in consultation and recommendation of the National Financial Reporting Authority, the existing Accounting Standards notified under the Companies Act, 1956 shall continue to apply. Consequently these financial statements have been prepared to comply in all material aspects with the accounting standards notified under Section 211 (3C) [Companies ( Accounting Standards) Rules, 2006, as amended] and other relevant provisions of the Companies Act, (ii) All assets and liabilities have been classified as current or non-current as per the Company s operating cycle and other criteria set out in the Revised Schedule VI to the Companies Act, Based on the nature of products and the time between the acquisition of assets for processing and their realisation in cash and cash equivalents, the Company has ascertained its operating cycle as 12 months for the purpose of current non current classification of assets and liabilities. B C D USE OF ESTIMATES The presentation of financial statements requires estimates and assumptions to be made that affect the reported amount of assets and liabilities on the date of financial statements and the reported amount of revenue and expenses during the reporting year. Difference between the actual results and estimates are recognized in the year in which results are known / materialized. REVENUE RECOGNITION (i) Sale of Services - Revenue from investment advisory and management fee is recognized on an accrual basis. (ii) Other Income - Interest income is recognised on a time proportion basis taking into account the amount outstanding and the rate applicable. TANGIBLE ASSETS Tangible Assets are stated at acquisition cost, net of accumulated depreciation and accumulated impairment losses, if any. Cost for this purpose includes purchase price, nonrefundable taxes or levies and other directly attributable costs of bringing the asset to its working condition for its intended use. Subsequent expenditures related to an item of fixed assets are added to its book value only if they increase the future benefits from the existing asset beyond its previously assessed standard of performance. Losses arising from the retirement of, and gains or losses arising from disposal of fixed assets which are carried at cost are recognised in the Statement of Profit and Loss. E LEASED ASSETS (i) Assets acquired under leases where a significant portion of the risks and rewards of the ownership are retained by the lessor are classified as operating leases. The rentals and all other expenses of assets under operating lease are treated as revenue expenditure. (ii) Assets subject to operating leases are included in tangible assets. Lease income is recognized in the Statement of Consolidated Profit and Loss on straight line basis over the lease term. Costs, including depreciation, are recognized as an expense in the Statement of Consolidated Profit and Loss. Initial direct costs such as legal costs, brokerage costs, etc. are recognized immediately in the Statement of Consolidated Profit and Loss. F INTANGIBLE ASSETS Intangible assets are stated at cost, net of accumulated amortisation and accumulated impairment losses, if any. Intangible assets are amortised on a straight line basis over their estimated useful lives. The amortisation period and the amortization method are reviewed at least at each financial year end. If the expected useful life of the asset is significantly different from previous estimates, the amortization period is changed accordingly. Gains or losses arising from the retirement or disposal of an intangible asset are determined as the difference between the net disposal proceeds and the carrying amount of the asset and recognized as income or expense in the Statement of Profit and Loss. Computer software which is not an integral part of the related hardware is classified as an intangible asset and is being amortized over the estimated useful life. Goodwill on consolidation and acquired on amalgamation / acquisition of business is tested for impairment on the balance sheet date and impairment loss if any, is recognised in the statement of profit and loss.

49 NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS AS AT MARCH 31, 2014 G DEPRECIATION Immovable assets at the leased premises including civil works, electrical items are capitalized as leasehold improvements and are amortized over the primary period of lease subject to maximum of six years. Depreciation is provided on Straight Line Method, at the rates specified in Schedule XIV of the Companies Act, 1956 or the rates based on estimated useful lives of the assets, whichever are higher. Depreciation is provided for on a pro-rata basis on the assets acquired, sold or disposed off during the year. Rates of depreciation are as below: Assets Description Buildings Office Equipments* Computers Furnitures and Fixtures Vehicles Intangible Assets - Softwares * Blackberry and Mobile Phones are depreciated at 50% p.a. Individual assets costing up to Rs 5,000 are fully depreciated in the year of acquisition. Depreciation Rate (%) (As per Schedule XIV of the Companies Act, 1956) 1.63% 4.75% 16.21% 6.33% 9.50% 16.21% H INVESTMENTS Investments that are readily realisable and are intended to be held for not more than one year from the date, on which such investments are made, are classified as current investments. All other investments are classified as long term investments. Current investments are carried at cost or fair value, whichever is lower. Long-term investments are carried at cost. However, provision for diminution is made to recognise a decline, other than temporary, in the value of the investments, such reduction being determined and made for each investment individually. I (i) (ii) (iii) J (i) (ii) (iii) (iv) (v) (vi) FOREIGN CURRENCY TRANSACTIONS Transactions in foreign currencies are recorded at the rate of exchange in force at the time of occurrence of the transactions. Exchange differences arising on settlement of revenue transactions are recognized in the Statement of Consolidated Profit and Loss. Monetary items denominated in a foreign currency are restated using the exchange rates prevailing at the date of the Balance Sheet and the resulting net exchange difference is recognized in the Statement of Consolidated Profit and Loss. EMPLOYEE BENEFITS Provident Fund is a defined contribution scheme and the contributions as required by the Statute are charged to the Statement of Consolidated Profit and Loss as incurred. Gratuity liability is a defined obligation. The Company pays gratuity to employees who retire or resign after a minimum period of five years of continuous service. The certain group companies make annual contributions to gratuity funds being administered by the Trusts. Under this scheme, the settlement obligations remain with the companies. The plan provides for settlement for gratuity to eligible employee as per the terms of the scheme. Liability in respect of gratuity fund is accrued based on actuarial valuation conducted by an independent actuary using the Projected Unit Credit Method as at the Balance Sheet date. The employees of the Company are entitled to compensate/ to be compensated absences and leave encashment as per the policy of the Company, the liability in respect of which is provided, based on an actuarial valuation as at the Balance Sheet date. Certain group companies sponsor defined contribution plan covering all employees of which they may elect to contribute a portion of their compensation to. In addition to maintain "safe harbor" status, the company may make a special safe harbor contribution. If the safe harbor contribution is made, it will be at least 3% of employee compensation. Contributions made by the Company are determined annually by the managing members. Actuarial gains and losses comprise experience adjustments and the effects of changes in actuarial assumptions and are recognized immediately in the Statement of Consolidated Profit and Loss as income or expense. The undiscounted amount of short - term employee benefits expected to be paid in exchange for services rendered by an employee is recognized during the period when the employee renders the service.

50 NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS AS AT MARCH 31, 2014 K (i) (ii) (iii) (iv) (v) (vi) CURRENT AND DEFERRED TAX Tax expense for the period, comprising current tax and deferred tax, are included in the determination of the net profit or loss for the period. Current tax is measured at the amount expected to be paid to the tax authorities in accordance with the taxation laws prevailing in the respective jurisdictions Current tax assets and liabilities are offset when there is a legally enforceable right to set off the recognised amount and there is intention to settle the assets and the liabilities on a net basis. Deferred tax is recognised for all the timing differences, subject to the consideration of prudence in respect of deferred tax assets. Deferred tax assets are recognised and carried forward only to the extent that there is a reasonable certainty that sufficient future taxable income will be available against which such deferred tax assets can be realised Deferred tax assets and liabilities are measured using the tax rates and tax laws that have been enacted or substantively enacted by the Balance Sheet date. At each Balance Sheet date, the Company re-assesses unrecognised deferred tax assets, if any. Deferred tax assets and deferred tax liabilities are offset when there is a legally enforceable right to set off assets against liabilities representing current tax and where the deferred tax assets and the deferred tax liabilities relate to taxes on income levied by the same governing taxation laws. L PROVISIONS AND CONTINGENT LIABILITIES Provisions are recognised when there is a present obligation as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and there is a reliable estimate of the amount of the obligation. Provisions are measured at the best estimate of the expenditure required to settle the present obligation at the Balance sheet date and are not discounted to its present value.contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence of which will be confirmed only by the occurrence or non occurrence of one or more uncertain future events not wholly within the control of the company or a present obligation that arises from past events where it is either not probable that an outflow of resources will be required to settle or a reliable estimate of the amount cannot be made. Contingent assets are neither recognized nor disclosed in the financial statements. M IMPAIRMENT OF ASSETS Assessment is done at each Balance Sheet date as to whether there is any indication that an asset (tangible and intangible) may be impaired. For the purpose of assessing impairment, the smallest identifiable group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows from other assets or groups of assets, is considered as a cash generating unit. If any such indication exists, an estimate of the recoverable amount of the asset/cash generating unit is made. Assets whose carrying value exceeds their recoverable amount are written down to the recoverable amount. Recoverable amount is higher of an asset s or cash generating unit s net selling price and its value in use. Value in use is the present value of estimated future cash flows expected to arise from the continuing use of an asset and from its disposal at the end of its useful life. Assessment is also done at each Balance Sheet date as to whether there is any indication that an impairment loss recognised for an asset in prior accounting periods may no longer exist or may have decreased. N O P BORROWING COSTS Ancillary costs incurred for arrangement of borrowings such as upfront fees / brokerages are period costs and amortized over the tenure of the borrowing as per terms of sanction / agreement. CASH AND CASH EQUIVALENTS In the Consolidated Cash Flow Statement, cash and cash equivalents include cash in hand,demand deposits with banks and other short-term highly liquid investments with original maturities of three months or less. EARNINGS PER SHARE The basic earning per share is calculated by dividing the net profit / loss for the year attributable to the equity shareholders by the weighted average number of equity shares outstanding during the year. Diluted earning per share is calculated by dividing the net profit/loss for the year attributable to the equity shareholders by the weighted average number of shares outstanding during the year adjusted for the effect of all dilutive potential equity shares. In computing dilutive earning per share, only potential equity shares that are dilutive and that reduce profit / increase loss per share are included. Q SEGMENT REPORTING The accounting policies adopted for segment reporting are in conformity with the accounting policies adopted for the Company. Further, intersegment revenue have been accounted for based on the transaction price agreed to between segments which is primarily market based. Revenue and expenses have been identified to segments on the basis of their relationship to the operating activities of the segment. Revenue, expenses, assets and liabilities which relate to the Company as a whole and are not allocable to segments on a reasonable basis, have been included under Unallocated corporate expenses/income/assets and liabilities.

51 NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS AS AT MARCH 31, Share Capital Authorised : 64,000,000 (March 31, 2013: 64,000,000) Equity shares of Rs. 10 each 52,100,000 (March 31, 2013: 52,100,000 Preference shares of Rs. 100 each) Preference shares of Rs. 10 each 2014 Amount (Rs.) 2013 Amount (Rs.) 64,000, ,000,000 52,100, ,000, ,100,000 1,161,000,000 Issued, Subscribed and Fully Paid-up: 63,500,000 (March : 63,500,000) Equity shares of Rs. 10 each 635,000, ,000,000 13,425,000 (March 31, 2013: 13,425,000) 0.10% Cumulative Non - Convertible Redeemable 134,250, ,250,000 Preference shares of Rs 10 each 34,133,000 (March 31, 2013: 22,100,000) 0.01% Non Cumulative Optionally Convertible 341,330, ,000,000 Redeemable Preference shares of Rs 10 each Total Issued, Subscribed and Fully Paid-up Share Capital 1,110,580, ,250,000 Reconciliation of the number and amount of shares outstanding at the beginning and the end of the reporting period Number Amount Number Amount Authorised Equity Shares of Rs. 10 each Balance at the beginning of the year 64,000, ,000,000 64,000, ,000,000 Balance at the end of the year 64,000, ,000,000 64,000, ,000,000 Preference shares of Rs. 100 each subdivided into shares of Rs. 10 each) Balance at the beginning of the year 100,000 1,000, ,000 1,000,000 Balance at the end of the year 100,000 1,000, ,000 1,000,000 Preference shares of Rs. 10 each Balance at the beginning of the year 52,000, ,000, Add: Shares issued during the year 52,000, ,000,000 Balance at the end of the year 52,000, ,000,000 52,000, ,000,000 Total 116,100,000 1,161,000, ,100,000 1,161,000,000 Issued, Subscribed and Fully Paid up Equity Shares of Rs. 10 each Balance at the beginning of the year 63,500, ,000,000 3,000,000 30,000,000 Add: Shares issued during the year ,500, ,000,000 Balance at the end of the year 63,500, ,000,000 63,500, ,000, % Cumulative Non -Convertible Redeemable Preference shares Balance at the beginning of the year 13,425, ,250, Add: Shares issued during the year ,425, ,250,000 Balance at the end of the year 13,425, ,250,000 13,425, ,250, % Non Cumulative Optionally Convertible Redeemable Preference shares Balance at the beginning of the year 22,100, ,000, Add: Shares issued during the year 12,033, ,330,000 22,100, ,000,000 Balance at the end of the year 34,133, ,330,000 22,100, ,000,000 Total 111,058,000 1,110,580,000 99,025, ,250,000

52 NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS AS AT MARCH 31, The rights, preferences and restrictions attaching to Equity shares including restrictions on the distribution of dividends and the repayment of capital; The Company has only one class of equity shares having a par value of Rs 10 per share. Each shareholder is entitled to one vote per share. The company declares and pays dividend in Indian Rupee. The dividend proposed by the Board of the Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting. In the event of the liquidation of the company, the holder of the equity shares will be entitled to receive any of the remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion of the number of the equity shares held by the equity shareholders. The rights, preferences and restrictions attaching to Preference Shares including restrictions on the distribution of dividends and the repayment of capital is as under: The Company has two classes of Preference Shares: i. 0.10% Cumulative Non -Convertible Redeemable Preference shares The face value of each share is Rs. 10.The shares shall have same voting rights applicable to the preference shares under the Companies Act, Each preference share entitles the holder a right to receive, in priority to Equity shareholder, preference dividend on cumulative basis at a rate not exceeding 0.10% payable annually. In the event of liquidation of the Company, the holder is entitled to receive in priority to all equity shares, amount equal to the total of paid up capital plus the redemption premium, any unpaid dividend as per the terms of issue. The shares are allotted on June 19, 2012, June 25,2012, October 1, 2012 and October 5, 2012 having face value of Rs. 60,000,000, Rs. 51,000,000, Rs. 20,000,000 and Rs. 3,250,000 respectively at Rs.100 each (including premium of Rs. 90 per share). Non-convertible Redeemable at a premium not exceeding Rs per share on maturity. Same are transferable subject to prior approval of Stock Exchanges/ other regulators. Redeemable on or before the expiry of 5 years from the date of allotment at the discretion of the Board of Directors. The Board of Directors has not declared the payment of dividend on cumulative preference shares amounting to Rs. 231,945 (Rupees Two Lakh Thirty One Thousand Nine Hundred and Forty Five only) as at the balance sheet date. ii. 0.01% Non Cumulative Optionally Convertible Redeemable Preference shares The face value of each share is Rs. 10.The shares shall have same voting rights applicable to the preference shares under the Companies Act, Each preference share entitles the holder a right to receive, in priority to Equity shareholder, preference dividend on non - cumulative basis at a rate not exceeding 0.10% per financial year. In the event of liquidation of the Company, the holder is entitled to receive in priority to all equity shares, amount equal to the total of paid up capital plus the redemption premium, any unpaid dividend as per the terms of issue. The shares are allotted on December 27, 2012, March 12, 2013, October 10, 2013, December 30, 2013 and March 31, 2014 and having face value of Rs. 202,000,000, Rs. 19,000,000, Rs. 71,470,000, Rs. 42,000,000 and Rs. 6,860,000 respectively at Rs.100 each (including premium of Rs. 90 per share).redeemable at a premium not exceeding Rs per share on maturity. Same are transferable subject to prior approval of Stock Exchanges/ other regulators. Five years from the date of allotment, the Preference Shares are Optionally convertible/ Redeemable at the discretion of the Board of Directors. 3.2 Shares held by Holding Company No. of Shares held Amount (Rs.) No. of Shares held Amount (Rs.) a.equity Shares Religare Enterprises Limited 63,500, ,000,000 63,500, ,000,000 b. Preference Shares Religare Enterprises Limited 47,558, ,580,000 35,525, ,250,000 Total 111,058,000 1,110,580,000 99,025, ,250, Details of Shareholders holding more than 5% shares in the Company Name of Shareholder No. of Shares held % of Holding No. of Shares held % of Holding a.equity Shares Religare Enterprises Limited 63,500, % 63,500, % b. Preference Shares Religare Enterprises Limited 47,558, % 35,525, % Total 111,058, % 99,025, % There are no shares bought back by the Company during the period of five years immediately preceeding the Balance Sheet date. There are no shares allotted as fully paid up bonus shares during the period of five years immediately preceeding the Balance Sheet date. There are no shares allotted as fully paid up pursuant to contracts without payment being received in cash during the period of five years immediately preceding the Balance Sheet date. There are no other securities that are convertible into Equity/ Preference Shares.

53 NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS AS AT MARCH 31, Reserves and Surplus a. Capital Reserves on Consolidation Balance at the beginning of the year Add: Current Year Transfer Balance at the end of the year b. Capital Redemption Reserve Balance at the beginning of the year Add: Current Year Transfer Balance at the end of the year 97,721, ,721,463 97,721,463 97,721, , , , ,000 c. Securities Premium Account Balance at the beginning of the year 6,223,600,000 7,000,000 Add : Securities Premium credited on issue of Equity Shares - 3,025,000,000 Preference Shares 1,090,846,709 3,197,250,000 Less : Premium Utilised (Refer Note 4.1) - 5,650,000 Balance at the end of the year 7,314,446,709 6,223,600,000 d. Foreign Currency Translation Reserve Balance as at the beginning of the year 40,256,243 - Add: Addition during the year 706,805,580 40,256,243 Balance as at the end of the year 747,061,823 40,256,243 e. Surplus in Consolidated Statement of Profit and Loss Balance at the beginning of the year 145,922,227 32,950,233 Add: Profit for the year 652,737, ,971,894 Amount available for appropriation 798,659, ,922,127 Balance at the end of the year 798,659, ,922,127 Total 8,958,389,492 6,507,999, Securities Premium has been utilised for fees paid for increase in authorised capital 5 Share Application Money Pending Allotment Share application money pending allotment ( Refer Note 5.1 and 5.2) - 127,200,000 Total - 127,200, Additional details Number of shares to be issued 1,272,000 Par value Rs. 10 per share Premium Rs. 90 per share Other terms and conditions Nature, Conversion, Redemption and dividend 0.01% optionally convertible non cumulative redeemable preference shares Premium on redemption/conversion not exceeding Rs per share on maturity Date of Maturity anytime after 5 years from date of allotment at the discretion of the Board 5.2 Amount of Rs. 127, 200,000 standing in share application money pending allotment has been allotted on October 10, 2013 by issue of 0.01% Optionally convertible Non-Cumulative redeemable preference shares of Rs. 10 each at a premium of Rs. 90 to Religare Enterprises Limited.

54 NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS AS AT MARCH 31, Long Term Borrowings Amount (Rs.) Amount (Rs.) Secured Term loans -from banks (Refer Note 6.1) 6,279,672,340 8,253,732,805 Total 6,279,672,340 8,253,732, Term Loans from Banks Repayment Term Monthly 2014 Non Current Maturity (Rs.) Current Maturity (Rs.) 2013 Non Current Maturity (Rs.) Current Maturity (Rs.) Tenure Over 60 Months 37 to 60 Months 91,654,024-91,345, to 36 Months 16,791,572-15,330,728-0 to 12 Months - 8,395,786-7,665,364 Sub Total (a) 108,445,596 8,395, ,676,340 7,665,364 Over 60 Months to 60 Months 538,767,000-3,012,310,325 - Half Yearly 13 to 36 Months 5,632,459,744-5,134,746,140-0 to 12 Months - 2,752,151,559-1,179,318,263 Sub Total (b) 6,171,226,744 2,752,151,559 8,147,056,465 1,179,318,263 Total (a+b) 6,279,672,340 2,760,547,345 8,253,732,805 1,186,983,627 Term Loan from Banks are secured against charge over interest in ownership of subsidiaries, irrevocable and unconditional joint and several personal guarantees of Promoters of Ultimate Holding Company and escrow over the borrower account. Loans from Banks with monthly repayment term carry rate of interest of LIBOR plus margin of 0.65% and loans with half-yearly repayment term carry rate of interest of LIBOR plus margin of %.

55 NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS AS AT MARCH 31, Deferred Tax Liability (Net) March 31, 2013 Deferred Tax Liabilities Difference between Book and Tax Depreciation - 2,142,078 Total Deferred Tax Liabilities - 2,142,078 Deferred Tax Asset Compensated Absences - 102,676 Gratuity - 172,808 Total Deferred Tax Asset - 275,484 Deferred Tax Liability (Net) - 1,866,594 8 Other Long Term Liabilities Amount (Rs.) March 31, 2013 Amount (Rs.) Income Received in advance - 681,359 Payable on Acquistion of Investments 5,166,062 5,166,062 Security Deposits 683, ,296 Liability to Next Generation Professionals 97,277, ,965,000 Total 103,126, ,082,717 9 Long Term Provisions March 31, 2013 Provision for employee benefits: -Provision for Gratuity 6,450, ,904 -Provision for Compensated Absences 1,621, ,219 Total 8,071,355 1,506,123

56 NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS AS AT MARCH 31, Short Term Borrowings March 31, 2013 Amount (Rs.) Amount (Rs.) Secured Working Capital loan repayable on demand from banks (Refer note 10.1) 397,191, ,346,725 Bank Overdraft Repayable on Demand (Refer Note 10.2) Term Loans from Banks (Refer Note 10.3) 168,976,805 59,497,200 Sub Total 566,168, ,843,925 Unsecured Loans and advances from Related parties (refer note 10.4) 598,630, ,000,013 Sub Total 598,630, ,000,013 Grand Total 1,164,798, ,843, Short Term Secured Working Capital Loans Repayable on Demand From Banks Nature of Security Collaterized by the assets of a Subsidiary Company Rate of Interest Prime rate plus one half percent March 31, ,191, ,346, The above loans are secured against Fixed Deposits (FDR) (Refer Note 22.1). Pricing for these loans is at a rate of interest earned on the respective FDR plus a Margin ranging between 0.5% to 2 % Secured Term Loans From Banks Nature of Security Interest Rate March 31, 2013 A charge over all bank accounts which a foreign subsidiary has with 3.048% * 168,976,805 59,497,200 Standard Chartered Bank Total 168,976,805 59,497,200 * Interest rate 3.02 % per annum in previous year ended March 31, Unsecured Loans and Advances From Related Parties Name of Parties Rate of Interest March 31, 2013 RHC Financial Services (Mauritius) Limited 8.00% 598,630,000 - RHC Holding Private Limited 14.00% - 39,000,000 Religare Enterprises Limited 14.00% - 210,000,013 Total 598,630, ,000, Trade Payables March 31, 2013 Dues to other than Micro, Small and Medium Enterprises (MSME) 11,070,423 - Total 11,070,423 -

57 NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS AS AT MARCH 31, Other Current Liabilities Amount (Rs.) March 31, 2013 Amount (Rs.) Current Maturities of Long-Term Debts (Refer Note 6.1) 2,760,547,345 1,186,983,627 Interest Accrued and Due on Borrowings - 14,309,805 Interest Accrued but not Due on Borrowings 202,833, ,200,164 Inter- Company Payable 3,962,564 20,026,640 Payable for Expenses 91,573,195 32,206,936 Income Received in Advance 681,359 5,586,288 Book Overdraft 449,557 - Statutory Dues including Provident Fund and Tax Deducted at Source (Refer Note 12.1) 7,451,180 1,030,403 Others 472,770, ,419,524 Total 3,540,269,435 1,951,763, There are no amounts due for payment to the Investor Education and Protection Fund under Section 205 of the Companies Act, 1956 at the year end. 13 Short Term Provisions March 31, 2013 a) Provision for Employee Benefits: -Provision for Gratuity 344, ,079 -Provision for Compensated Absences 439, ,797 b) Provision for Taxation Provision for Income Tax (Net of Advance Tax and Tax Deducted at Source Rs.23,893,469 ; previous year Rs. 3,970,181) 321,554 2,042,088 Total 1,105,533 2,266,964

58 NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS AS AT MARCH 31, Tangible Assets Gross Block Depreciation Net Block Balance as at April 1, 2013 Additions during the year Acquired during the year Deletions / Adjustments for Balance as at Balance as at April 1, 2013 Depreciation for the year Pre-acquistion Deletions / Adjustments for Balance as at Balance as at Balance as at March 31, 2013 the year the year Buildings 180,361, ,186, ,547,900 22,652,389 5,143,493-2,464,693 30,260, ,287, ,709,111 Lease Hold Improvements 86,325,974 43,658,307-6,310, ,294,639 20,815,492 8,800,018-1,966,521 31,582, ,712,608 65,510,482 Office Equipments 103,384,520 6,887,086 1,067,410 (1,750,940) 109,588,076 65,010,035 16,403, ,061 (3,929,612) 78,375,174 31,212,902 38,374,485 Data Processing Machines 19,318,508 10,673,699 2,161,246 (1,546,566) 30,606,887 15,010,050 5,796,888 2,057,428 (4,431,046) 18,433,320 12,173,567 4,308,458 Furnitures and Fixtures 72,307,729 4,264,233 3,954,168 2,078,602 82,604,732 57,321,411 4,570,476 2,944,587 2,824,592 67,661,066 14,943,666 14,986,318 Vehicles 676,621 4,493,513 3,524,452 (2,176,621) 6,517,965 5, ,843 2,745,687 (1,340,198) 2,374,791 4,143, ,162 Total 462,374,852 69,976,838 10,707,276 20,101, ,160, ,814,836 41,678,408 8,638,763 (2,445,050) 228,686, ,473, ,560,016 Previous Year 4,056,103 74,415, ,911,144 1,992, ,374,852 3,545,207 25,109, ,189,711 (2,029,494) 180,814, ,560, ,896 There is no adjustments to fixed assets on account of borrowing costs. There is no revaluation of assets during the year. 15 Intangible Assets Gross Block Amortisation Net Block Balance as at April 1, 2013 Additions Acquired during the year Deletions / Adjustments for Balance as at Balance as at April 1, 2013 Amortisation for the year Pre-acquistion Deletions / Adjustments for Balance as at Balance as at Balance as at March 31, 2013 the year the year Goodwill (on consolidation) 16,297,863,510 1,395,012-1,543,308,289 17,842,566,811 85,140, ,550,679 92,690,763 17,749,876,048 16,212,723,426 Goodwill (on amalgamation) ,780,800-68,780,800-55,924,576-55,924,576 12,856,224 - Goodwill (on business acquisition) 57,134,007-57,134, ,134,007 - Computer Softwares 35,511 2,353, ,720-2,803,279 35, , , ,158 2,307,121 - Total 16,297,899,021 60,882,067 69,195,520 1,543,308,289 17,971,284,897 85,175, ,544 56,267,679 7,550, ,111,497 17,822,173,400 16,212,723,426 Previous Year - 2,131,804,440 13,887,580, ,513,796 16,297,899,021-84,650,434 35, ,650 85,175,595 16,212,723, There is no adjustments to fixed assets on account of borrowing costs There is no revaluation of assets during the year.

59 NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS AS AT MARCH 31, Non Current Investments Face Value Currency Numbers Numbers Investment in Equity Instruments (Unquoted) Associates - Investment Professional Limited (Refer Note USD - 420, ,568, ,000 94,288, ) Associates - Value Quest Capital LLP (Refer Note 16.2) INR 16,840,135 - LAF (I,II& III) Fund (Refer Note 16.3) USD , ,776 Others (Refer Note 16.4) USD ,569, ,953,884 Other Funds Religare Art Fund (Pratham) INR ,250,000 India Build Out-Fund-I (Refer Note 20.1) INR , , ,494, ,353, ,101,455 Less : Provision for diminution in the value of Investments (Refer Note 16.5) - 51,250,000 Total 778,353, ,851,455 March 31, 2013 Aggregate amount of : -Quoted Investments - - -Unquoted Investments 778,353, ,851,455 Total 778,353, ,851,455 Market Value of Quoted Investments The Company, through Religare Global Asset Management Inc., holds 40% stake in Investment Professionals Limited, Mauritius (IPRO). March 31, 2013 Investment in associate as on beginning of the year 94,288,409 91,301,328 Investment made in associate during the year - - Add: Share in the profit of the associate during the year 7,008,033 2,233,584 Less: Dividend declared / paid by associate during the year (1,591,043) (2,877,487) Add: Exchange Fluctuation 8,862,750 3,630, ,568,149 94,288, The Company holds 26% stake in Value Quest Capital LLP March 31, 2013 Investment in associate as on beginning of the year - - Investment made in associate during the year 20,000,000 - Add: Share in the profit/(loss) of the associate during the year (3,409,865) - Add: Direct Expenses capitalised during the year 250,000-16,840, Investment in LAF fund is contribution into three general partners entities of three separate acquisition vehicles that are wholly owned by Landmark Equity Advisors (LEA). "Investment in others includes contribution to funds, managed by affiliates, through respective general partner entities Breakup of the provision for diminution in value of long term investments is as under: Description March 31, 2013 Religare Art Fund ("Pratham") - 51,250,000 Total - 51,250, Quadria Capital Investment Advisors Private Limited has acquired 50% shareholding of IBOF Investment Management Private Limited (formerly known as Quadria Investment Management Private Limited and Milestone Religare Investments Advisors Private Limited ('IBOFIMPL') (the investment Advisors to the Fund) on March 21, 2013 from Milestone Capital Advisors Limited and signed a memorandum of understanding for proposed acquisition of remaining 50% shareholding of IBOFIMPL from Religare Venture Capital Limited. Upon acquiring the remaining 50% shareholding of Religare Venture Capital Limited, Quadria Capital Investment Advisors Private Limited would become 100% shareholder of IBOFIMPL.

60 NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS AS AT MARCH 31, Deferred Tax Asset (Net) March 31, 2013 Deferred Tax Liabilities Difference between Book and Tax Depreciation 37,981 - Others 466,816 Total Deferred Tax Liabilities 504,797 - Deferred Tax Asset Compensated Absences 436,780 - Gratuity 800,623 - Disallowances u/s 43B of the Income Tax Act, 1961 to be allowed on payment basis 210,892 Total Deferred Tax Asset 1,448,295 - Deferred Tax Asset (Net) 943, Long Term Loans and Advances Unsecured, considered good, unless otherwise stated a. Security Deposits - With Exchanges - With Others b. Prepaid Expenses c. Advance payment of Taxes and Tax Deducted at Source (Net) (Net of provision for Taxes of Rs. 34,985,385 ; previous year Rs 26,439,551) d. Loans & Advances recoverable in cash or in kind or for value to be received e. Balance with Service Tax Authorities Total Other Non Current Assets Long Term Trade Receivables Secured, considered good Unsecured, considered good Unsecured, considered doubtful Less: Provision for doubtful Trade Receivables Other Bank balances - Fixed Deposit Account (Refer Note 22.1) Total March 31, ,300,000 9,300,000 14,612,128 10,904, ,091, ,649,660 2,549,120 1,865,398 59,863,000-1,297,810 1,213, ,713, ,932,958 March 31, ,514,848 4,057,464 (2,514,848) (4,057,464) ,814,619 11,711,473 18,814,619 11,711, Current Investment Face Value No. No. At Cost or Market Value whichever is lower a. Investment in Mutual funds (Quoted) Religare Invesco Liquid Fund- Direct Plan- Growth 1,000 6,025 9,500, b. Investment in Mutual funds (Unquoted) IDFC - SSIF Inv Plan Reg (G) - 986, U.T.I Master Shares-500 Units 500 4, c. Investment in Trust Securities (Unquoted) Religare Health Trust 2,886, ,804, d. Investment in Funds (Unquoted) - India Build Out- Fund- I (Refer Note 20.1) Total 1,000 77,067 77,066, ,969, ,361, Amount (Rs.) 2013 Amount (Rs.) Aggregate amount of : -Quoted Investments 9,500, Unquoted Investments 191,861,995 - Market Value of Quoted Investments 10,633, During the year, the Subsidiary Company Religare Venture Capital Limited has sold 208, units (previous year 14, unit) of India Build Out -Fund- I of the book value Rs. 208,177,500 and has an outstanding investment amount of Rs. 77,066,898 on (previous year units of book value of Rs. 14,755,611 sold).

61 NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS AS AT MARCH 31, Trade Receivables March 31, 2013 Secured, considered good Outstanding for a period exceeding six months from the date they are due for payment 573,214 - Others ,214 - Unsecured, considered good Outstanding for a period exceeding six months from the date they are due for payment 734,684 1,233,723 Others 113,979, ,630, ,714, ,864,156 Total 115,287, ,864, Cash and Bank Balances March 31, 2013 a) Cash & Cash Equivalents - Cash on hand 355, ,177 - Bank Balances In Current Account 1,052,666, ,951,104 b) Other Bank balances - Fixed Deposit Account (Refer Note 22.1) 24,498,485 53,968,096 Total 1,077,520, ,312, Kept as Free from any Kept as Security (*) Free from any Lien Fixed Deposits balance with Banks Total Security (*) Lien Total - Upto 12 months maturity from the date of acquisition 14,498,485-14,498,485 12,000,000-12,000,000 - Maturity more than 12 months from the date of acquisition but within one year from the reporting date 10,000,000 10,000,000-41,968,096 11,528,096 30,440,000 Shown as Current Assets 24,498,485 10,000,000 14,498,485 53,968,096 11,528,096 42,440,000 - Maturity more than 12 months but after one year from 12 months from reporting date 18,814,619 18,814,619-11,711,473 11,711,473 - Shown as Non-Current Assets 18,814,619 18,814,619-11,711,473 11,711,473 - Total 43,313,104 28,814,619 14,498,485 65,679,569 23,239,569 42,440,000 * Details of Fixed Deposits kept as security (a) Margin Money or Security against Borrowings - Pledged with Scheduled Banks against Bank Overdraft 10,000,000 4,527,369 - Pledged with Bank Guarantees Taken 12,833,789 11,711,473 (b) Margin money or security against other Commitment - Pledged with Exchanges 5,980,830 7,000,727 Total 28,814,619 23,239,569

62 NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS AS AT MARCH 31, Short Term Loans and Advances March 31, 2013 Unsecured, considered good, unless otherwise stated a. Security Deposits 1,397, ,954 b. Prepaid Expenses 244,055, ,542,819 c. Loans and Advances Recoverable in Cash or in Kind 875,433, ,459,801 d. Loans and Advances to Related Parties 52,677,526 - e. Balances with Service Tax and VAT Authorities 3,423,694 1,697,335 Total 1,176,987, ,696, Other Current Assets March 31, 2013 Interest Accrued on Deposits 5,901,436 3,999,923 Other Receivables 29,222,209 12,221,527 Total 35,123,645 16,221,450

63 NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS AS AT MARCH 31, Revenue from Operations For the year ended For the year ended March 31, 2013 Income From Broking Operations 516,871 4,090 Investment Management and Advisory Fees 5,789,736,852 4,022,006,250 Income From Advisory Services 58,886,835 18,500,000 Income From Other Operating Activities Interest Income From Fixed Deposits with Banks 3,607,534 5,618,572 Income From Non-Current Investments Profit on Sale / Redemption of Investments - Other than MF (Net) 1,785,916 - Others 7,252,255 - Dividend Income 3,721,474 - Income From Current Investments Profit on Sale / Redemption of Investments - Other than MF (Net) 88,421,610 - Profit on Sale/Redemption of Investments (Net) 633,604 - Total 5,954,562,951 4,046,128, Other Income For the year ended For the year ended March 31, 2013 Interest Income on Fixed Deposits with Banks 6,522 88,525 Inter Corporate Deposits 745,277 - Others 7,685,927 5,592,812 Lease Rental Income 14,315,705 - Liabilities written back to the extent no longer required 763, ,005 Foreign Exchange loss (Net) 11,508,242 2,315,799 Provision for Doubtful Debts written back 1,542,616 - Miscellaneous Income 294,524 7,095,082 Total 36,862,260 15,446, Employee Benefits Expenses For the year ended For the year ended March 31, 2013 Salaries, Allowances and Bonus 2,490,137,422 1,825,546,227 Contribution to Provident and Other Funds 5,037,207 1,552,616 Gratuity 3,174, ,194 Staff Welfare Expenses 231,245, ,842,809 Training and Recruitment Expenses 36,885,388 11,705,349 Total 2,766,479,941 2,017,167, Finance Costs For the year ended For the year ended March 31, 2013 Interest Expense - Long Term Bank Loans 522,142, ,889,922 - Inter Corporate Loans 37,280,352 17,048,678 Other Borrowing Cost Loan Processing Charges 164,650,161 93,725,799 Total 724,073, ,664,399

64 NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS AS AT MARCH 31, Depreciation and Amortization For the year ended For the year ended March 31, 2013 Depreciation -Tangible Assets (Refer Note 14) 41,678,407 25,109,412 Amortization -Intangible Assets (Refer Note 15) 117,544 84,650,434 Total 41,795, ,759, Other Expenses For the year ended For the year ended March 31, 2013 Rent, rates and taxes 203,810, ,856,661 Repairs to Building/Leasehold Improvements 13,590,362 10,809,827 Repairs to Others 3,057,940 2,798,735 Insurance 10,488,337 9,735,737 Travelling and Conveyance Expenses 56,443,856 71,380,954 Commission and Brokerage 12,221,032 2,513,767 Custodial and Stamp Charges 198, ,641 Software Expenses 31,653,875 26,913,975 Membership and Subscription Fees 52,009,541 31,850,076 Legal and Professional 270,420, ,723,544 Support Services Expenses 4,725,709 1,996,722 Printing and Stationary 17,319,486 13,490,004 Communication Expenses 20,895,783 16,948,473 Advertisement, Business Promotion and Entertainment 46,497,542 34,119,084 Postage and Courier 1,972,303 1,755,464 Electricity Expenses 8,524,917 4,912,153 Office Expenses 39,953,260 21,461,148 Information Technology and Related Expenses 67,677 - Filing Fees 599, ,266 Payment to Auditors 6,802,623 22,686,074 Provision for Diminution in Value of Investments 157,301 20,000,000 Loss on Sale of Fixed Assets (Net) 2,159,487 - Bank Charges 24,485,397 19,906,834 Miscellaneous Expenses 3,455,173 6,865,899 Total 831,510, ,435, Earnings per Equity Share For the year ended For the year ended March 31, 2013 (i) Profit after Tax available for Equity Shareholders 652,737, ,971,894 Less: Dividend on Cumulative Preference Shares 231,945 97,695 Less: Provision for Dividend Distribution Tax on Cumulative Preference Shares Dividend 39,419 15,849 (ii) Profit after Tax for Basic Earnings per share (A) 652,465, ,858,350 (iii) Effect of all Dillutive Potential Shares Divdend on Optionally Convertible Preference Shares 26,548 22,100 (iv) Profit after Tax for Diluted Earnings per Share (B) 652,492, ,880,450 (v) Weighted Average Number of Equity Shares for Basic Earning Per Share (No) (C) 63,500,000 57,201,370 Adjustments on Weighted Average Number of Potential Equity Shares on account of Optionally Convertible Preference Shares 26,547,991 5,361,644 for Diluted Earnings Per share (No) (D) 90,047,991 62,563,014 (vi) Nominal value of shares (vii) Earnings Per Share Basic (in Rs) (E= A/C) Diluted (in Rs) (F=B/D)

65 NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS AS AT MARCH 31, Contingent Liability Other money for which the company is contingently liable - Disputed Service Tax demand not provided for - Disputed Income Tax Demands not provided for - Contingent liability for commitments made for acquisition of companies 2,025,284 2,025,284 1,764,931 1,764, ,698, ,222, ,488, ,012, Commitments a. The Company has entered into a partnership agreement with two other partners for launching Valuequest Capital. Valuequest Capital is an India focused value investing fund. The Company s further investment of Rs. 2 Crore in Valuequest Capital LLP, has been made on May 29, The Company has also agreed to making a sponsor commitment of upto Rs. 30 Crores into the fund being launched. b. c. d. e. The Company has entered into a limited liability partnership agreement with Religare Venture Capital Limited to form Religare Credit Advisors LLP ('the LLP' ) which has been incorporated on December 20, 2013 to carry on business in Investment Management Services. The total contribution of the LLP will be Rs. 100,000 which will be contributed by the Partners in the proportion of 99% and 1% respectively.w.e.f. June 16, 2014, the total capital contribution of the LLP has been increased to Rs. 5,00,04,000/- and Ms. Kanchan Jain and Mr. Sandeep Adukia have been inducted as new Partners in the LLP. The total commitment of the Company as on June 30, 2014 is Rs. 2 Crores out of total contribution share of Rs. 5 crores ( Rs. 3 crores already contributed during the quarter ended June 30, 2014). The Company has entered into a limited liability partnership agreement with Religare Venture Capital Limited to form Cerestra Capital Advisors LLP ('the LLP' ) which has been incorporated on February 7, 2014 to carry on business in Investment Management Services. The proportion of The total contribution of the LLP will be Rs. 2,501,000. The Partners will be entitled to share profit and losses and distributions in the proportion of 99% and 1% respectively. As on June 30, 2014 the Company has paid its share of contribution of Rs. 2,500,000. The Company contributes to funds, managed by affiliates, through respective general partner entities. The amount of uncalled capital with respect to these funds is estimated to be upto $ 8 Mn. The Company has also agreed to sponsor various funds launched/ proposed to be launched its Subsidiaries and Joint Venture companies. The details of sponsor commitments is given below: Sl. No Name of Alternative Investment India Build Out Fund II Religare Credit Investments Trust Cerestra Infrastructure Trust Religare Dynamic Fund Name of Subsidiary/ Joint Venture Company Sponsor Commitment 2.5% of the corpus or Rs. Quadria Investment Management Private Limited 5,00,00,000, whichever is lower 2.5% of the corpus or Rs. Religare Credit Advisors LLP 5,00,00,000, whichever is lower 2.5% of the corpus or Rs. Cerestra Capital Advisors LLP 5,00,00,000, whichever is lower 5% of the corpus or Rs. Religare Portfolio Managers and Advisors Private Limited 10,00,00,000, whichever is lower 34 Disclosure as per Accounting Standard 19 - Lease Accounting : At March 31, 2012, the company subsidiary- Northgate Capital LLC renewed its lease agreement for its 2nd floor office space in Danville, California, United States, and also entered into a new lease for 1st floor in the same building. Both the renewal and new lease expire on March 31, Entity also holds office space in London, United Kingdom which expires on August 6, During 2012, the Entity entered into new leases for the office space in Mexico City, Mexico. The Subsidiary of the Company, Landmark Partners, LLC leases office space and office equipment under operating leases that expire at various dates through One of the subsidiary company, Religare Global Asset Management Inc. entered into lease agreements for its office space at 26 th floor of 375, Park Avenue, New York, New York 10152, for a period of approximately Five Years and Three Months. Rent payments for above leases are recognized in the Profit and Loss Account under the head Rent in "Other Expenses". The minimum lease rentals for non-cancellable leases outstanding as at March 31,2014 are as under: Minimum Lease Rental Marcch 31, 2014 (Rs.) Marcch 31, 2013 (Rs.) With in 1 year Later than 1 year but not more than 5 year Later than 5 year 94,581,453 87,681, ,768, ,426,635 13,682,055 48,237,314

66 NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS AS AT MARCH 31, Information about Business & Geographical Segment Primary Segments a. The business segment has been considered as the primary segment for disclosure. The Company s primary business segments are reflected based on principal business activities, the nature of service, the differing risks and returns, the organization structure and the internal financial reporting system. b.the Company s primary business comprises of Investment, Broking in securities, Depository Operations and Portfolio Management/ Financial Advisory Services. The Company has also made some strategic investments in Subsidiaries/fellow subsidiaries. c. Segment revenue, results, assets and liabilities have been accounted for on the basis of their relationship to the operating activities of the segment and amounts allocated on a reasonable basis. d. Revenue and expenses directly attributable to segments are reported under each reportable segment. Expenses incurred on behalf of other segments and not directly identifiable to each reportable segment have been allocated to each segment on the basis of associated revenues of each segment. All other expenses which are not attributable or allocable to segments have been disclosed as unallocable expenses. e. Assets (including fixed assets) and liabilities that are directly attributable to segments are disclosed under each reportable segment. Common assets have been allocated to each segment on the basis of associated revenues of each segment. Common liabilities have been allocated to each segment on the basis of total segment expense. All other assets and liabilities are disclosed as unallocable. f. If the segment result of a segment includes interest or dividend income, its segment assets include the related receivables, loans, investments, or other interest or dividend generating assets. g. If the segment result of a segment includes interest expense, its segment liabilities include the related interest-bearing liabilities. (i) Segment Revenue PARTICULARS Investment and Financing Activities INFORMATION ABOUT PRIMARY BUSINESS SEGMENT Financial Advisory Services Broking Related Activities Custodial / Depository Operations (Amount in Rs.) AMC Unallocated TOTAL External Revenue 89,379,971 18,766, ,625-5,867,179, ,929 5,976,219,932 18,847,286 1,396,097 4,090 4,031,423,850 4,051,671,323 Inter -Segmental Revenue Balances Written Back , ,447 Add: Interest/Dividend Income Total Revenue 89,379,971 18,766, ,625-5,867,179,934 1,077,376 5,976,983,379-18,847,286 1,396,097 4,090 4,031,423,850-4,051,671,323 (ii) Segment Results 73,120,583 (52,083,793) 529,625 (140,748) 1,592,762,212 (999,285) 1,613,188,594 (25,639,238) 7,689, ,647 (198,551) 731,381,468 (366,658) 713,652,951 Less: Interest expense 65,048 65,048 8,106 8,106 Add: Interest Income/dividend 14,441,832 14,441,832 Income Taxes (Current, Deferred and Fringe Benefit Tax) 9,903,812 9,903,812 18,300,835 18,300,835 11,042,153 11,042,153 Profit / -Loss after tax 73,120,583 (52,083,793) 529,625 (140,748) 1,592,762,212 (4,923,336) 1,609,264,543 (25,639,238) 7,689, ,647 (198,551) 731,381,468 (1,513,105) 712,506,504 (iii) Segment Assets 143,371,220 98,898,526 15,141,961 1,282,226 21,351,081,955-21,609,775, ,630,094 12,160,208 16,045,292 1,000,000 18,376,123,289-18,750,958,883 Unallocated Corporate Assets ,977, ,977, ,915,337 56,915,337 Total Assets 143,371,220 98,898,526 15,141,961 1,282,226 21,351,081, ,977,081 21,796,752, ,630,094 12,160,208 16,045,292 1,000,000 18,376,123,289 56,915,337 18,807,874,220 (iv) Segment liabilities 22,263,356 28,697, ,148 2,781 11,673,776,499-11,724,952, ,863,054 4,673, ,837-10,896,505,976-11,180,190,449 Unallocated Corporate Liabilities ,831,379 2,831, ,233,938 2,233,938 Total liabilities 22,263,356 28,697, ,148 2,781 11,673,776,499 2,831,379 11,727,783, ,863,054 4,673, ,837-10,896,505,976 2,233,938 11,182,424,387 (v) Capital Expenditure - 4,624, ,705,183-72,329, , ,738,455-74,415,176 (vi) Depreciation/Amortization 6, , ,028,711 37,271 41,795,951 (vii) Non Cash Expenditure other than Depreciation Figures in Italics represent previous year - 6,092, ,667, ,759,846-4,158, ,016, ,531 6,316,286 8,600, , ,418-9,453,680

67 NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS AS AT MARCH 31, 2014 Geographical Segment The Company reports its operations under the following geographical segments: Domestic Operations comprise of activities having operations in India. Foreign Operations comprise of activities outside India. Geographical Segment results are given below: Description March 31, 2013 Revenue Domestic operations 171,411,285 25,957,149 Foreign Operations 5,820,013,926 4,035,617,986 Total 5,991,425,211 4,061,575,135 Carrying Amount of Segment Assets Domestic operations 481,096, ,290,450 Foreign Operations 21,315,656,516 18,226,833,770 Total 21,796,752,969 18,859,124,220

68 NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS AS AT MARCH 31, RELATED PARTY DISCLOSURES RP Type Nature of Relationship Name of Party (a) (i) Holding Company Religare Enterprises Limited (a) (ii) Fellow Subsidiary Companies Religare Finvest Limited Religare Securities Limited REL Infrafacilities Limited Religare Finance Limited Religare Capital Markets Limited Religare Health Insurance Company Limited Religare Arts Initiative Limited Religare Capital Markets (India) Limited Religare Commodity Broking Private Limited (a) (iii) Subsidiaries of Fellow Subsidiary Companies Religare Invesco Asset Management Company Private Limited Religare Trustee Company Private Limited Religare Housing Development Finance Corporation Limited Religare Commodities Limited Religare Comtrade Limited Religare Share Brokers Limited Religare Investment Advisors Limited Northgate Capital Asia (India) Limited Religare Capital Markets International (Mauritius) Limited Religare Capital Markets International (UK) Limited Religare Capital Markets (Europe) Limited Religare Capital Markets (UK) Limited Religare Capital Markets Corporate Finance Pte Ltd Religare Capital Markets Inc. Charterpace Limited Tobler (Mauritius) Limited Tobler (UK) Limited Religare Investment Holdings (UK) Ltd Bartleet Religare Securities (Private) Limited Bartleet Asset Management (Private) Limited Kyte Management Limited Religare Capital Markets (Hong Kong) Limited Religare Capital Markets (Singapore) Pte Limited Strategic Research Limited Religare Bartleet Capital Markets (Private) Limited Empowers Expertise Private Limited Big Vision Consultants Private Limited Religare Capital Markets (Beijing) Limited Religare Wealth Management Limited

69 NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS AS AT MARCH 31, 2014 RP Type Nature of Relationship Name of Party (b) Associated and Joint Venture of the Company IBOF Investment Management Private Limited (formerly known as Quadria Investment Management Private Limited) Investment Professional Limited (Acquired 40% stake on May 2, 2011) Valuequest Capital LLP (26% share) (c) Individuals owning directly or indirectly interest in voting power that gives them control and relatives of such individual Mr. Malvinder Mohan Singh Mr. Shivinder Mohan Singh Mrs. Aditi Shivinder Singh Mrs. Nimmi Singh Master Udayveer Parvinder Singh Master Anhad Parvinder Singh Master Vivan Parvinder Singh Master Kabir Parvinder Singh Mrs. Harjit Grewal Mrs. Japna Malvinder Singh Baby Nimrita Parvinder Singh Baby Nanaki Parvinder Singh Baby Nandini Parvinder Singh (d) Key Management personnel Mr. Shachindra Nath Mr. Alan Berkshire (till March 2013) Mr. PN Vijay Mr. T S Anantakrishnan Mr. Shyam Sundar Vijay ( till ) Mrs. Shiromani Vijay (till ) (e) Enterprises over which key (c) and (d) are able to exercise significant influence with whom transactions have taken place RHC Financial Services (Mauritius) Limited RHC Holding Private Limited Ligare Travels Limited Ligare Aviation Limited SRL Limited Finserve Shared Services Limited

70 NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS AS AT MARCH 31, Following transactions were carried out with related parties in the ordinary course of business Nature of Transactions Name of Related Party RP Year Ended March Year Ended March Type 31, , 2013 FINANCE Inter Corporate Loans Taken Religare Capital Markets International (Mauritius) Limited a(iii) - 10,931,000 Religare Enterprises Limited a(i) 23,500, ,000,000 Religare Finvest Limited a(ii) 165,000, ,700,000 Religare Housing Development Finance Corporation Limited a(iii) 137,500,000 - RHC Financial Services (Mauritius) Limited e 598,630,000 54,655,000 RHC Holding Private Limited e 100,000, ,000,000 Inter Corporate Loans Taken Total 1,024,630,000 1,346,286,000 Inter Corporate Loans Repaid Religare Capital Markets International (Mauritius) Limited a(iii) - 825,290,500 Religare Enterprises Limited a(i) 233,500, ,000,000 Religare Finvest Limited a(ii) 165,000, ,199,994 Religare Housing Development Finance Corporation Limited a(iii) 137,500,000 - RHC Financial Services (Mauritius) Limited e - 327,930,000 RHC Holding Private Limited e 139,000, ,000,000 Inter Corporate Loans Repaid Total 675,000,000 2,429,420,494 Interest Expense on Inter Corporate Loans Religare Capital Markets International (Mauritius) Limited a(iii) - 20,097,561 Religare Enterprises Limited a(i) 6,120,927 12,615,726 Religare Finvest Limited a(ii) 2,478,533 20,085,550 Religare Housing Development Finance Corporation Limited a(iii) 3,290,959 RHC Financial Services (Mauritius) Limited e 21,020,105 6,895,265 RHC Holding Private Limited e 4,369,828 3,279,537 Interest Paid on Inter Corporate Loans Total 37,280,352 62,973,639 Inter Corporate Loans Given REL Infrafacilities Limited a(ii) 29,000,000 - Inter Corporate Loans Given Total 29,000,000 Inter Corporate Loans Received Back REL Infrafacilities Limited a(ii) 3,994,477 - Inter Corporate Loans Received Back Total 3,994,477 Interest Income on Inter Corporate Loans REL Infrafacilities Limited a(ii) 745,277 - Interest Income on Inter Corporate Loans Total 745,277 INVESTMENTS Investment by the Company Valuequest Capital LLP b 20,000,000 - Investment by the Company Total 20,000,000 Purchase of Investment Religare Arts Initiative Limited (purchase of Religare Arts Investment Management Limited) Religare Enterprises Limited -(Purchase of Religare Global Asset Management Inc.) Religare Securities Limited (purchase of Religare Venture Capital Limited) a(ii) 38,600,000 - a(i) - 3,607,480,800 a(ii) - 127,200,000 Purchase of Investment Total 38,600,000 3,734,680,800 Allotment of equity shares (including securities Religare Enterprises Limited a(i) - 3,630,000,000 premium) Allotment of equity shares (including securities - 3,630,000,000 premium) Total Allotment of Preference shares (including Religare Enterprises Limited a(i) 1,076,100,000 3,552,500,000 securities premium) Allotment of Preference shares (including 1,076,100,000 3,552,500,000 securities premium) Total Share Application Money Received Religare Enterprises Limited a(i) - 127,200,000 Share Application Money Received Total - 127,200,000 Advance paid by Other Companies Religare Enterprises Limited a(i) - 20,000,000 Advance paid by Other Companies Total - 20,000,000 OTHER RECEIPTS AND PAYMENTS Dividend Received from Associates Investment Professional Limited b 1,591,043 2,877,481 Dividend Received from Associates total 1,591,043 2,877,481

71 NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS AS AT MARCH 31, 2014 Nature of Transactions Name of Related Party RP Year Ended March Year Ended March Type 31, , 2013 Sale/Transfer of Fixed Asset Finserve Shared Services Limited e - 1,517,804 Religare Finvest Limited a(ii) 6,633 5,607 Religare Health Insurance Company Limited a(ii) - 11,514 Religare Securities Limited a(ii) - 64,823 Sale/Transfer of Fixed Asset Total 6,633 1,599,748 Purchase of Fixed Asset Finserve Shared Services Limited e 26,102 - REL Infrafacilities Limited a(ii) 19,056 - Religare Capital Markets Limited a(ii) 3,526 - Religare Finvest Limited a(ii) 41,072 - Religare Health Insurance Company Limited a(ii) 18,812 - Religare Securities Limited a(ii) 1,633,054 - Purchase of Fixed Asset Total 1,741,622 - Remuneration to Key Management Personnel Mr. Alan Berkshire d - 59,676,338 Mr. PN Vijay d 2,192,400 - Mr. Shyam Sundar Vijay ( till ) d 28,000 - Mr. T S Anantakrishnan d 5,669,356 - Mrs. Shiromani Vijay (till ) d 10,000 - Remuneration to Key Management Personnel 7,899,756 - Advisory Income Religare Enterprises Limited a(i) 9,579,193 8,674,760 SRL Limited e - 18,500,000 Advisory Income Total 9,579,193 27,174,760 Travelling Expense Paid Ligare Travels Limited e 790,507 3,079,971 Travelling Expense Paid Total 790,507 3,079,971 Support Service Expenses Religare Invesco Asset Management Company Private Limited a(iii) - 1,050,000 Religare Investment Advisors Limited a(iii) 11,280,213 19,848,538 Support Service Expenses Total 11,280,213 20,898,538 Advisory Fees Paid Northgate Capital Asia (India) Limited a(iii) 3,705,505 10,548,021 Advisory Fees Paid Total 3,705,505 10,548,021 Commission Paid Religare Wealth Management Limited a(iii) 10,762,500 - Commission Paid Total 10,762,500 - Reimbursement of Advances to Other Religare Enterprises Limited a(i) - 51,162 Reimbursement of Advances to Other - 51,162 Companies Total Allocation of Expenses By other Companies Finserve Shared Services Limited e 376,689 - REL Infrafacilities Limited a(ii) 1,764,719 - Religare Enterprises Limited a(i) 95,248 44,014 Allocation of Expenses By other Companies 2,236,656 - Allocation of Expenses to other Companies Religare Finvest Limited a(ii) 12,500,000 - Allocation of Expenses to other Companies 12,500,000 - Expense Reimbursement By other Companies Finserve Shared Services Limited e 27,164 43,805 REL Infrafacilities Limited a(ii) - 32,432 Religare Capital Markets Inc a(iii) - 85,223 Religare Finvest Limited a(ii) - 6,523 Religare Securities Limited a(ii) 7,532 1,749 Expense Reimbursement By other Companies 34, ,732

72 NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS AS AT MARCH 31, 2014 Nature of Transactions Name of Related Party RP Year Ended March Year Ended March Type 31, , 2013 Expense Reimbursement to other Companies Finserve Shared Services Limited e 34,414 21,576 Ligare Travels Limited e 972,115 - REL Infrafacilities Limited a(ii) 704, ,805 Religare Capital Markets Limited a(ii) 4,303 - Religare Enterprises Limited a(i) 599,103 23,788 Religare Finvest Limited a(ii) 7,253 24,165 Religare Health Insurance Company Limited a(ii) - 214,144 Religare Investment Advisors Limited a(iii) 3,333,710 - Religare Securities Limited a(ii) 114,552 48,152 Valuequest Capital LLP b 298,091 - Expense Reimbursement to other Companies 6,068, ,630 OUTSTANDING BALANCES AS ON MARCH 31, PAYABLES Inter Corporate Loans Payable Religare Enterprises Limited a(i) - 210,000,000 RHC Financial Services (Mauritius) Limited e 598,630,000 - RHC Holding Private Limited e - 39,000,000 Inter Corporate Loans Payable Total 598,630, ,000,000 Interest Payable on Loan Religare Enterprises Limited a(i) - 6,620,350 RHC Financial Services (Mauritius) Limited e 20,353,420 - RHC Holding Private Limited e - 1,240,670 Interest Payable on Loan Total 20,353,420 7,861,020 Other Payables Finserve Shared Services Limited e - 21,277 Ligare Travels Limited e - 996,027 Northgate Capital Asia (India) Limited a(iii) - 4,669,614 REL Infrafacilities Limited a(ii) 636,706 2,178 Religare Capital Markets Limited a(iii) 2,401 - Religare Enterprises Limited a(i) - 20,000,000 Religare Finvest Limited a(ii) Religare Investment Advisors Limited a(iii) 3,357,196 20,205,513 Religare Securities Limited a(ii) - 3,170 Religare Wealth Management Limited a(iii) 94,500 - Valuequest Capital LLP b 180,111 - Other Payables Total 4,270,914 45,897,909 RECEIVABLES Inter Corporate Loans Receivable Ligare Aviation Limited e 27,672,003 - REL Infrafacilities Limited a(ii) 25,005,523 - Inter Corporate Loans Receivable Total 52,677,526 - Interest Receivable on Loans Given Ligare Aviation Limited e 3,418,419 - REL Infrafacilities Limited a(ii) 739,140 - Interest Receivable on Loans Given 4,157,559 - Other Receivables Finserve Shared Services Limited e Religare Capital Markets Inc a(iii) 230, ,659 Religare Enterprises Limited a(i) 26,130,619 15,181,960 Religare Finvest Limited a(ii) 561,800 - Religare Investment Advisors Limited a(iii) 718,770 Vistaar Capital Advisors Limited (Earlier known as Vistaar Religare a(ii) - 4,057,464 Capital Advisors Limited) * Other Receivables Total 27,641,921 19,450,588 * Was a subsidiary of Religare Enterprises Limited till March 28, 2014

73 NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS AS AT MARCH 31, Other Notes Subsequent to the Balance Sheet date, the Company has agreed to sell and transfer its depository business to Religare Securities Limited, a fellow subsidiary company, at a consideration of Re Previous Year Figures Previous year's figure have been regrouped and rearranged wherever necessary to confirm the current year's classification. The Notes are an integral part of these Consolidated Financials Statements Signature to Note no. 1 to 38 forming part of the Consolidated Financial Statements For and on behalf of the Board of Directors For Price Waterhouse Firm Registration Number: E Chartered Accountants Sd/- Sd/- Sd/- PARTHA GHOSH SHACHINDRA NATH ANIL SAXENA Partner Managing Director Director Membership Number: F55913 (DIN: ) (DIN: ) Sd/- ASHRAF ALI Company Secretary Place : New Delhi Date : September 24, 2014