DIRECTORS REPORT. Total Income

Transcription

1 DIRECTORS REPORT The Members, Religare Capital Markets Limited Your Directors have pleasure in presenting the 8 th Annual Report along with the Audited Accounts of the Company for the year ended. FINANCIAL RESULTS (STANDALONE) Financial Amount (Rs. in million) Financial Amount ( Rs. in million) Total Income Total Expenditure 2, , Profit/(Loss) Before Tax (1,782.31) (9,356.97) Provision for Tax - Current Tax - Deferred Tax (Net) (39.71) - - Short provision for earlier years - Fringe Benefit Tax Profit/(Loss) After Tax (1,782.31) (9,356.97) Balance Brought Forward from previous year (14,018.51) (4,661.54) Profit/(Loss) After Tax (Carried to Balance Sheet) (15,800.81) (14,018.51) FINANCIAL PERFORMANCE OF THE COMPANY The last financial year 2014 was marked by periods of economic uncertainty in India as well as around the world. As the capital markets are very highly correlated to economic outlook, this uncertainty had an adverse impact on our financial performance for the year. However, to ensure that the long-term interests of the company are safeguarded, we continued to invest in building out the business, which is reflected as higher expenditure. Total income of the Company for the year increased to Rs million from Rs in fiscal The loss after tax for the year is Rs. 1, million as against Rs. 9, million in the earlier year. Your company is committed to revive the financial performance of the Company in years to come. EMERGING MARKETS CAPITAL MARKETS BUSINESS During the financial year , Religare Capital Markets (RCM) was instrumental in assisting Crompton Greaves Ltd. in conducting a successful buy-back of their Equity shares from the open market. RCM was also Joint Lead Manager on the INR 4.1 Billion rights issue of Kesoram Industries, a flagship company of the B.K. Birla Group. During the year, RCM also partnered with Religare Finvest Limited for potential opportunities in structured finance leveraging their strong promoter networks in real estate and harnessing synergies across the two 2 businesses. RCM was the sole arranger on a number of notable transactions during the year, some of which were for BSCPL Infrastructure, Phoenix Living Spaces, J.M. Housing Limited and Bagadia Properties Limited. On the global front, RCM executed a large number of ECM and Advisory mandates in the ASEAN region through cutting edge idea generation, strong global distribution and seamless execution despite challenging markets. It was also the year where the RCM franchise expanded in a steadfast manner in the region with

2 many firsts in markets such as Indonesia and Malaysia. In April 2013, RCM acted as Joint Placement agent for a Singapore Dollars (S$) 110 million primary placement for AIMS AMP Capital Industrial REIT a manager of 26 high-quality industrial properties in Singapore and Australia. In less than 9 Months of this transaction, RCM was appointed by AIMS AMP Capital as Bookrunner and underwriter for a S$100 million rights issue. In May 2013, RCM was appointed Exclusive Financial Advisor to the shareholders of Star Asia, a leading Asian fragrance and personal care distributor that was being acquired by Coty Inc. The transaction represents RCM's first advisory deal for 2013 and first transaction in ASEAN's booming consumer products sector. The deal was highly complex, involving significant restructuring of StarAsia Group, including the buying out of minority shareholders in 6 subsidiaries. RCM's involvement delivered significant value to the shareholders of StarAsia Group, including an increase of more than 30% in the consideration received. In August 2013, as comanager and sub-underwriter, RCM successfully listed a S$501m Initial Public Offering of Soilbuild Business Space REIT ( SB REIT ) a real estate investment trust investing in a portfolio of income-producing real estate used primarily for business space purposes in Singapore as well as real estate-related assets. In September 2013, RCM as Sole Placement Agent, successfully launched and priced a US$38.2m secondary share offering for PT Sentul City Tbk a reputable Indonesian real estate developer with the largest effective land bank in Greater Jakarta. The deal represents RCM s 1st ECM deal in Indonesia. In October 2013, Religare as Joint Placement Agent, successfully priced a US$19mn secondary share offering for Tune Ins Holdings Berhad a composite insurer that underwrites both general and life insurance products across the Asia Pacific region. The deal is Religare s inaugural franchise ECM deal in Malaysia. In October 2013, RCM as Joint Global Coordinator, International Bookrunner, International Lead Manager and Special Adviser to the Chairman and CEO of Travellers International Hotel Group, Inc. successfully priced the international offer tranche of the company s US$474m primary share offering. This was the largest gaming IPO in the region and the largest in the Philippines during RCM was one among 4 banks including CIMB, Maybank and UBS. SUBSIDIARIES MANAGEMENT BUYOUT OF OVERSEAS SUBSIDIARIES In the Management Buyout (MBO) process, the remaining 30% stake in Noah Capital Markets (Pty) Limited, South Africa ("Noah") and in Noah Capital Markets (EMEA) Limited, UK ( NCM EMEA ) has been sold by Religare Capital Markets (Europe) Limited, in UK( RCME ), to NCM Limited, a company incorporated in Jersey on 30 August Further, RCME has also sold 100% stake in Religare Capital Markets Pty Limited ( RCMPTY ) to NCM Limited on 10 October Pursuant to above, Noah, NCMEMEA (including its subsidiary Noah Nominees (Pty) Limited) and RCMPTY ( MBO Companies ) have ceased to be subsidiaries of RCME and the Company and has become wholly owned subsidiary of NCM Limited w.e.f. 30 August The Company is holding minority stake of 30% in MBO Companies. SIMPLIFICATION OF CORPORATE STRUCTURE In past couple of years, the Company has been focusing its attention to streamline its corporate structure of its subsidiaries. As a step towards this direction, the Company has identified subsidiaries which are dormant and non-operating and are required to be dissolved so as to focus on the active and operating. These dormant and non-operating subsidiaries were either acquired being existing subsidiaries of operating companies or set-up by overseas subsidiaries in which no business activities were preceded. During the financial year and as on date of this report, 3 subsidiaries have been dissolved. With an objective of all regulated and operating companies be held directly by Religare Capital Markets International (Mauritius) Limited [ RCMIML ] and closing all non-operating and regulated subsidiaries, during the reporting period, Tobler UK Limited, a UK based subsidiary which was wholly owned subsidiary of Tobler (Mauritius) Limited ( TML ) became direct subsidiary of RCMIML w.e.f 04 June 2014 by way of transfer made by TML.

3 Further, Religare Capital Markets International (UK) Limited and Religare Investment Holding (UK) Limited have applied for voluntary in liquidation under the laws of the land w.e.f. 31 March 2014 and 07 March 2014, respectively. FUTURE OUTLOOK The business remains focused on increasing buoyancy in revenues both on the international and India platforms. In India, as economic tail winds drive capital markets to new highs, the business is targeting operating break even through several initiatives including expanding presence in US and European Markets. Internationally, the business is committed to expanding the ASEAN franchise. Several first in markets such as Malaysia and Indonesia during 2013 were the stepping stones for a larger strategy to build the RCM franchise through joint ventures and partnerships with local players. Several of these are currently in discussion stage and we expect that these would come to fruition in financial year The business will also invest in building advisory capability to leverage cross border opportunity between ASEAN and the Middle East. Cost control remains robust as the lean infrastructure and variable compensation model ensure that there is ample operating leverage in the business. DIVIDEND Considering the accumulated losses in last couple of financial years and the need of deployment of funds out of profit of the Company during the year, the Directors of the Company do not recommend any dividend for the year. FIXED DESPOSITS The Company has neither invited nor accepted any deposits from public within the meaning of Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposit) Rules, 1975 and Section of the Companies Act, 2013 read with Companies (Acceptance of Deposit) Rules, 2014 during the period under review. CHANGES IN THE CAPITAL STRUCTURE During the period under review the following changes took place in shareholding pattern of the Company: A. Authorised Share Capital: During the year under review, there was no change in the authorised share capital of the Company. B. Paid up Share Capital: The paid up share capital of the Company as on 31 March 2014 was increased from Rs Cr. to Rs Cr. Further, post 31 March 2014, the paid-up shares capital of the Company has been further increased from Rs Cr. to Cr. by allotment of 13,00,000, 0.01% Non-Convertible Non-Cumulative Redeemable Preference Shares to RHC Holding Private Limited on 25 April INTERNAL AUDITOR During the financial year , term of appointment of M/s Grand Thornton ( GT ) was due for renewal and it was decided by the management to appoint M/s KPMG in place of GT. Accordingly, M/s KPMG was appointed as the Internal Auditors of the Company to conduct the internal audit functions of the Company w.e.f. October 01, 2013 until 31 March 2015.

4 INTERNAL CONTROL SYSTEM The 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. DIRECTORS Under the period of review, there was no change in Directors of the Company. In terms of Section 152 of the Companies Act, 2013 (Act), Mr. Brian Tempest and Mr. Mark Runacres, the Directors of the Company, are liable to retire by rotation at the ensuing Annual General Meeting and being eligible, and being eligible have offered themselves for re-appointment. As per section 149 of the Act and the rules made thereunder, which came into effect from 01 April 2014, the Company is required to have at least two directors as Independent Directors within one year from the date of commencement of the provision i.e. upto 31 March In accordance with the provisions of section 149 of the Act, such Directors being appointed as Independent Directors to hold office as per their tenure of appointment mentioned in the Notice of the forthcoming Annual General Meeting (AGM) of the Company. The Company has received declarations from the Independent Director of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, COMMITTEES OF THE BOARD Audit Committee The Audit Committee comprises of Mr. Padam Bahl (as Chairman), Mr. Anil Panwar and Mr. Brian Tempest, as members and Mr. Gopalan S, Mr. Chris Holland and Mr. Davinder Narang as permanent invitees. Nomination and Remuneration Committee The Remuneration/Compensation Committee was renamed as Nomination and Remuneration Committee ( the Committee ) w.e.f. May 26, The Committee comprises of Mr. Padam Bahl (as Chairman), Mr. Mark Runacres, Mr. Anil Saxena and Mr. Anil Panwar as members and Mr. Kamlesh Dangi as permanent invitee. Risk Committee The Risk Committee comprises of Mr. Brian Tempest (as Chairman), and Mr. Shachindra Nath and Mr. Anil Saxena, as Members of the Committee. Share Allotment Committee The Share Allotment Committee comprises of Mr. Shachindra Nath (as Chairman), Mr. Anil Saxena and Mr. Anil Panwar as members and Mr. Davinder Narang as permanent invitees. Loan/Investment and Borrowing Committee The Loan/Investment and Borrowing Committee comprises of Mr. Anil Panwar (Chairman), Mr. Shachindra Nath (as Chairman), Mr. Anil Saxena as members and Mr. Sunil Kumar Garg and Mr. Davinder Narang as permanent invitees Corporate Social Responsibility Committee

5 In accordance with the requirement of Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility) Rules, 2014, the Board in its meeting held on May 26, 2014 constituted the Corporate Social Responsibility Committee which comprises of Mr. Shachindra Nath (as Chairman), Mr. Anil Saxena and Mr. Padam Bahl as Members. Executive Committee The Executive Committee of the Company has been dissolved w.e.f. 19 June DEMATERIALISATION OF SHARES Equity Shares: Your Company, for the convenience of its shareholders, has its Equity Shares available for dematerialization and 99.99% of the present paid up equity capital of the Company is in demat mode. Preference Shares: The Preference Shares of the Company are also in demat form. REGISTRAR AND SHARE TRANSFER AGENT M/s Karvy Computershare Private Limited having its Office at Plot No. 17 to 24, Vithalrao Nagar, Madhapur, Hyderabad , acts as the Registrar and Share Transfer Agent of the Company. AUDITORS AND AUDITORS REPORT M/s S.S. Kothari Mehta & Co., 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(3)(g) of the Companies Act, 2013 and that they are not disqualified for reappointment. Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules framed thereunder, it is proposed to appoint M/s M/s S.S. Kothari Mehta & Co. 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 selfexplanatory and therefore, in the opinion of the Directors, do not call for any further explanation. It was noted that the accumulated losses of the Company exceeded fifty percent of its net worth as at 31 March 2014 and it has incurred cash losses in the financial year and has also incurred cash losses in the immediately preceding financial year. DIRECTOR S RESPONSIBILITY STATEMENT Pursuant to Section 217 (2AA) of the Companies Act, 1956, with respect to the Directors Responsibility Statement, it is hereby confirmed that: (i) (ii) in the preparation of the annual accounts for the financial year ended 31 March 2014, the applicable accounting standards have been followed along with proper explanation relating to material departures; 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

6 state of affairs of the Company as at 31 March 2014, and of the loss of the Company for the said period; (iii) (iv) 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; the Directors have prepared the accounts for the financial year ended 31 March 2014 on 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, Research and Development and Technology Absorption are not applicable. FOREIGN EXCHANGE EARNINGS AND OUTGO The Company has continued to maintain focus and avail of export opportunities based on economic considerations. During the year, foreign exchange income or expenses of the Company is as under: Earnings : Rs million Outgo : Rs million PARTICULARS OF EMPLOYEES In terms of the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies ( of Employees) Rules, 1975 and the Companies ( of Employees) Amendment Rules, 2011, the statement of particulars of employees shall form part of the Directors Report. However, having regard to the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956 this Report and Accounts are being sent to all the Shareholders excluding the Statement of particulars of employees under Section 217(2A) of the Act. Any member interested in obtaining a copy of the statement may write to the Company Secretary at the Registered Office of the Company. ACKNOWLEDGEMENTS The continued cooperation and assistance of all constituents of the business is appreciated and accordingly your Directors would like to express their sincere appreciation of the co-operation and assistance received from Bankers, Regulatory Bodies, Investors, Clients, Suppliers, Distributors, Customers and other stakeholders during the year 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, resulting in the successful performance during the year. By order of the Board of Directors For Religare Capital Markets Limited Sd/- Sd/- Place: New Delhi Shachindra Nath Anil Saxena Dated: 17 September 2014 Director Director DIN DIN

7 Independent Auditors Report To The Members of Religare Capital Markets Limited Report On the Financial Statements We have audited the accompanying Financial Statements of Religare Capital Markets Limited ( the Company ) which comprises the Balance Sheet as at 31 st March, 2014, and the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and Notes to the Financial Statements comprising of a summary of significant accounting policies and other explanatory information. Management s Responsibility for the Financial Statements 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 referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ( the Act ) read with the General Circular 15/2013 dated 13 th September, 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 controls relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatements, whether due to fraud or error. Auditor s Responsibility 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 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. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor s judgment, including the assessment of the risks of the material misstatement of the financial statements, whether due to error or fraud. In making those risk assessments, the auditor considers 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 entity s internal control. An audit also includes evaluating the appropriateness of accounting policies used and reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India: i) In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2014; ii) In the case of Statement of Profit and Loss, of the loss of the Company for the year ended on that date; and iii) 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 1. As required by the Companies (Auditor's Report) Order, 2003 ('the Order') issued by the Central Government of India in terms of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order;

8 2. 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 purpose 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 comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956, read with the General circular 15/2013 dated 13 th September, 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 31 March 2014, and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2014, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, For S.S. KOTHARI MEHTA & CO Chartered Accountants Firm Registration No.; N Sd/- Place: New Delhi Date: 26 May 2014 K K Tulshan Partner Membership No

9 Annexure to Auditor s Report Referred to in paragraph of Report on Other Legal and Regulatory Requirements of the Auditor s Report of even date to the members of Religare Capital Markets 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) (c) The Company has a phased program of physical verification of its fixed assets which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. As part of this program, the management has physically verified certain fixed assets during the year. Discrepancies noticed on such verification as compared to book records were not material and have been properly adjusted in the books of account. In our opinion and according to the information and explanations given to us, no substantial part of fixed assets has not been disposed of by the Company during the year impacting the going concern concept. (ii) (iii) (a) (b) (c) (d) (iv) (v) (a) (b) The Company did not have any inventory during the year. Accordingly, Clause 4(ii) (a) to (ii) (c) of paragraph 4 of the Order regarding physical verification of inventory and maintenance of proper records of inventory are not applicable to the Company for the current year. The Company has not granted any loans, secured or unsecured, to 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)] of paragraph 4 of the Order are not applicable to the Company. The Company had taken loan from Five companies (including 2 companies from whom loan was outstanding at the beginning of the year) covered in the register maintained under section 301 of the Companies Act The maximum amount involved during the year was Rs. 38,50,00,000 and the year-end balance of loans taken from such party was Rs. 1,50,00,000. In our opinion, the rate of interest & other terms and conditions on which loans have been taken from companies listed in the register maintained under section 301 of the Companies Act, 1956 are not, prima facie, prejudicial to the interest of the company. The Company is regular in repaying the principal amounts as stipulated and has been regular in the payment of interest. 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. According to the information and explanations given to us, we are of the opinion that the particulars of the all contracts and arrangement that need to be entered into the register maintained under section 301 of the Companies Act,1956 have been so entered. In our opinion and according to the information and explanations given to us, the transaction made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the companies Act,1956 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 prevailing market price at the relevant time.

10 (vi) (vii) (viii) (ix) (a) (b) 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 thereunder. In our opinion, the Company has an internal audit system commensurate with the size and nature of business of the Company. 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. 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, including provident fund, investor education and protection fund, employees state insurance, income tax, sales tax, wealth tax, service tax, customs duty, excise duty, cess and other material statutory dues, as applicable, with the appropriate authorities. According to the information and explanations given to us and the records of the Company examined by us, the particulars of dues of income tax, sales tax, custom duty, wealth tax, excise duty, service tax as at which have not been deposited on account of any dispute, are as follows: - Name of the Statute Income Tax Act, 1961 Income Tax Act, 1961 Income Tax Act, 1961 Nature of Dues Amount (Rs) Period to which the amount relates Income Tax Demands (TDS related) Based on Transfer Pricing Order U/s 92CA(3) of the Act Based on Transfer Pricing Order U/s 92CA(3) of the Act Service tax Based on Special Audit appointed U/s 72A of the Finance Act, 1994 by CST, New Delhi Total 150,580,839 Forum where the dispute is pending 516,360 A.Y Commissioner of Income Tax (Appeals) 24,754,090 A.Y Income Tax Appellate Tribunal 74,060,295 A.Y Dispute Resolution Panel 51,250,094 A.Y to Commissioner Service tax (x) The accumulated losses of the Company exceeded fifty percent of its net worth as at and it has incurred cash losses in the financial year ended on that date and has also incurred cash losses in the immediately preceding financial year. of (xi) (xii) (xiii) (xiv) The Company has not defaulted in repayment of dues to the Bank. The Company has no borrowings from financial institutions or debenture holders. The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities. The provisions of any special statute applicable to chit fund/ nidhi / mutual benefit fund/ societies are not applicable to the Company. In our opinion, the Company has maintained proper records of transactions and contracts relating to dealing or trading in shares, securities, debentures and other investments during the year and timely entries have been made therein. Further, such securities have been held by the Company in its own name or are in process of transfer in its name, except (a) to the extent of the exemption granted under section 49 of the Act and (b) current investments in Ligare Voyages Limited that has been sold during the reporting period.

11 (xv) (xvi) (xvii) (xviii) (xix) (xx) (xxi) In our opinion, and according to the information and explanations given to us, the terms and conditions of the guarantees given by the Company, for loans taken by others from banks of financial institutions, are not prejudicial to the interest of the Company. The Company has not obtained any term loans. On the basis of an overall examination of the Company, in our opinion, and according to the information and explanations given to us, there are no funds raised on a short-term basis which have been used for long-term investment. According to the information and explanations given to us, The Company has made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act during the year. In our opinion the price at which shares have been issued is not prejudicial to the interest of the company. 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. The Company has not raised any money by public issue during the year. 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 fraud on or by the Company, noticed or reported during the year, nor have we been informed of such case by the management. For S.S. KOTHARI MEHTA & CO Chartered Accountants Firm Registration No.; N Sd/- K K Tulshan Partner Membership No Place: New Delhi Date: 26 May 2014

12 STATEMENT OF PROFIT & LOSS, STATEMENT OF CASH FLOWS AND BALANCE SHEET ALONG WITH NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED MARCH 31, 2014

13 INDEX TO S. No. 1 Overview and Significant Accounting Policies 2 Share Capital 3 Reserves and Surplus 4 Other Long - Term Liabilities 5 Long - Term Provisions 6 Short - Term Borrowings 7 Trade Payables 8 Other Current Liabilities 9 Short - Term Provisions 10 Tangible Fixed Assets 11 Intangible Fixed Assets 12 Intangible Fixed Assets under development 13 Non - Current Investments 14 Long - Term Loans and Advances 15 Other Non - Current Assets 16 Current Investments 17 Trade Receivables 18 Cash and Bank Balances 19 Short - term Loans and Advances 20 Other Current Assets 21 Contingent Liabilities 22 Revenue from Operations 23 Other Income 24 Employee Benefit Expenses 25 Finance Costs 26 Depreciation and Amortization expense 27 Other Expenses 28 Tax Expense 29 Earnings per Equity Shares 30 Expenditure in Foreign Currency 31 Earnings in Foreign Currency 32 Provision against Doubtful Debts 33 Employee Benefits - Gratuity and Leave Encashment 34 Segment Reporting 35 Related Party Disclosures 36 Borrowing Costs 37 Leases 38 Other Notes 39 Previous Year figures 40 Additional Information

14 BALANCE SHEET FOR THE YEAR ENDED MARCH 31, 2014 Note No. EQUITY AND LIABILITIES Shareholders' Funds Share Capital 2 10,824,300,000 10,008,700,000 Reserves and Surplus 3 (3,479,696,624) (2,647,789,333) Non - Current Liabilities Other Long Term Liabilities 4 1,156,840 5,721,368 Long - Term Provisions 5 4,543,713 6,481,841 Current Liabilities Short - Term Borrowings 6 616,318, ,697,790 Trade Payables 7 20,473,367 12,881,513 Other Current Liabilities 8 156,729, ,338,250 Short - Term Provisions 9 8,434,000 8,120,340 TOTAL 8,152,258,666 8,393,151,769 ASSETS Non - Current Assets Fixed Assets Tangible Assets 10 42,521,249 66,302,806 Intangible Assets 11 4,812,469 5,255,307 Intangible Assets under development 12-14,153,073 Non - Current Investments 13 7,094,093,305 5,975,767,580 Long - Term Loans and Advances ,268, ,113,622 Other Non - Current Assets 15-5,000,000 Current Assets Current investments ,000,000 Trade Receivables 17 25,465,778 19,238,384 Cash and Bank Balances ,380,771 1,090,600,438 Short - Term Loans and Advances 19 55,731,718 79,797,078 Other Current Assets 20 39,984,818 76,923,481 TOTAL 8,152,258,666 8,393,151,769 Overview and Significant Accounting Policies 1 The Notes are an integral part of the Financial Statements This is the Balance Sheet referred to in our report of even date. For and on behalf of the Board of Directors For S.S. Kothari Mehta & Co. Firm Registration Number: N Chartered Accountants K.K. Tulshan SHACHINDRA NATH ANIL SAXENA Partner Director Director Membership Number: (DIN: ) (DIN: ) DAVINDER NARANG Director - Finance Place : New Delhi Place : New Delhi Date : Date : SATISH KUMAR NIRANKAR Company Secretary

15 STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED MARCH 31, 2014 Note No. Revenue Revenue from Operations ,503, ,911,740 Other Income 23 30,065,041 28,915,813 Total Revenue 878,568, ,827,553 Expenses Employee Benefits Expense ,038, ,710,640 Finance Costs 25 74,277, ,156,320 Depreciation and Amortization Expenses 26 14,115,666 22,254,520 Other Expenses ,444, ,618,014 Total Expenses 660,875,434 1,391,739,494 Profit / (Loss) Before Exceptional Items and Tax 217,692,709 (563,911,941) Exceptional Items Provision for diminution other than temporary in the value of long term investment in a (2,000,000,000) (8,650,000,000) subsidiary company {Refer Note 2.3(d)} Loss on Account of Error Trades {Refer note 38(g)} - (119,689,534) Loss on Sale /Write off of Fixed Assets {Refer note 38(f)} - (23,366,405) Total Exceptional Items (2,000,000,000) (8,793,055,939) Profit / (Loss) After Exceptional Items and Before Tax (1,782,307,291) (9,356,967,880) Tax Expense Current Tax 28 39,712,171 - MAT Credit Entitlement (39,712,171) Deferred Tax - - Total Tax Expense - - Profit/(Loss) for the period (1,782,307,291) (9,356,967,880) Earnings per equity share 29 Basic (22.86) (115.26) Diluted (22.86) (115.26) Overview and Significant Accounting Policies 1 The Notes are an integral part of the Financial Statements This is the Statement of Profit and Loss referred to in our report of even date. For S.S. Kothari Mehta & Co. For and on behalf of the Board of Directors Firm Registration Number: N Chartered Accountants K.K. Tulshan SHACHINDRA NATH ANIL SAXENA Partner Director Director Membership Number: (DIN: ) (DIN: ) DAVINDER NARANG Director - Finance Place : New Delhi Place : New Delhi Date : Date : SATISH KUMAR NIRANKAR Company Secretary

16 CASH FLOW STATEMENT FOR THE YEAR ENDED MARCH 31, 2014 PARTICULARS For the year ended For the year ended March 31, 2013 A. Cash flow from operating activities: Net Proft /(Loss) before tax (1,782,307,291) (9,356,967,880) Adjustments for: Depreciation 14,115,666 22,254,520 Interest Expense 69,270, ,473,950 Interest Income (71,928,884) (12,130) Loss on sale of Fixed Assets 2,735,724 24,607,227 Liability no longer required written back (33) - Provision for Bad and Doubtful Debts 111,240 - Provision for Gratuity and Leave Encashment (3,080,753) 2,123,367 Provision for Lease Equalisation 1,456, ,428 Provision for Impairment of Investments 2,000,000,000 8,650,000,000 Foreign Exchange (Gain) /Loss (Net) (3,376,432) 260,661 TDS on technical/service /other operating income (8,300,004) (988,065) Operating Profit/(Loss) before working capital changes 218,695,540 (135,762,922) Adjustments for changes in working capital : - (Increase)/Decrease in Sundry Debtors 30,319,406 (30,095,523) - (Increase)/Decrease in Other Receivables (8,275,179) 325,010,663 - Increase/(Decrease) in Trade and Other Payables (199,267,619) (220,468,218) Cash generated from/ (used in) operations 41,472,148 (61,316,000) - Taxes (Paid) / Received (Net of TDS) (81,020) 843 Net cash generated from/(used in) operating activities (A) 41,391,128 (61,315,157) B. Cash flow from investing activities: Purchase of fixed assets (2,297,836) (19,927,513) Capital Work in Progress 14,153,073 (12,284,462) Proceeds from Sale of fixed assets 9,648,042 18,076,645 Proceeds from Sale of Investments 900,000,000 - Investment in Subsidiaries (3,118,325,726) (8,192,250,275) Purchase of investments - (900,000,000) Loans/Inter Corporate Deposits given - - Loans/ICDs refunds received - - Finance Lease Rent Payment (Principal Portion) Deposits with bank 94,152,564 Interest Received (Revenue) - - Dividend Received - - Amount Paid on Acquisition - - Any other item Net cash generated from/(used in) investing activities (B) (2,102,669,883) (9,106,385,605) C. Cash flow from financing activities: Proceeds from fresh issue of Share Capital (including share application money) 1,766,000,000 9,663,916,164 Proceeds from short term borrowings 15,000,000 6,617,540 Repayment of short term borrowings (100,207,221) (6,392,882,991) Overdraft/Cash Credit 73,827,573 (1,104,553,936) Interest Paid (81,561,264) (701,505,748) Interest Received (Revenue) - 12,130 Net cash generated from/(used in) financing activities (C) 1,673,059,088 1,471,603,159 Net Increase in Cash and Cash Equivalents (A)+(B)+(C) (388,219,667) (7,696,097,603) Cash and cash equivalents at the beginning of the year 1,095,600,438 8,791,698,041 Cash and cash equivalents at the end of the period 707,380,771 1,095,600,438 Cash and cash equivalents comprise of Cash Balance on Hand 45, ,497 Fixed Deposits with Scheduled banks (Refer Note 2) 690,900,000 1,052,550,000 Current Accounts with Scheduled banks 16,435,713 42,922,941 Total 707,380,771 1,095,600,438

17 CASH FLOW STATEMENT FOR THE YEAR ENDED MARCH 31, 2014 Notes: The above Cash Flow Statement has been prepared under the "Indirect Method" as set out in Accounting Standard -3 on Cash Flow Statements Fixed Deposits with Scheduled Banks includes Rs. 26,000,000 (previous year Rs. 26,000,000) pledged with National Securities Clearing Corporation Limited and Bombay Stock Exchange towards the base capital requirements of the Stock Exchanges, Rs. 414,900,000 (previous year Rs.414,900,000) towards overdraft facility, Rs. NIL (previous year Rs. 361,650,000) towards Stand by Letter of Credit facility and Guarantee on loan from ICICI Bank UK, in Religare Capital Markets International (UK) Limited, a sub subsidiary of the company and Rs. 250,000,000 (previous year 250,000,000) pledged with Axis Bank against Bank Guarantee given to National Stock Exchange of India Limited. Figures in brackets indicate cash outgo. Previous year figures have been regrouped and rearranged wherever necessary to confirm to current year's classification. The Notes are an integral part of the 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 S.S. Kothari Mehta & Co. Firm Registration Number: N Chartered Accountants K.K. Tulshan SHACHINDRA NATH ANIL SAXENA Partner Director Director Membership Number: DIN: DIN: DAVINDER NARANG Director - Finance SATISH KUMAR NIRANKAR Company Secretary Place : New Delhi Place : New Delhi Date : Date :

18 1 OVERVIEW AND SIGNIFICANT ACCOUNTING POLICIES 1.1 OVERVIEW RELIGARE CAPITAL MARKETS LIMITED Religare Capital Markets Limited ("RCML") was incorporated in February' 2007 and obtained licence as a Broker and a full service Investment Banker from Securities and Exchange Board of India. RCML is a wholly owned subsidiary of Religare Enterprises Limited (REL), an Indian multinational. RCML offers a comprehensive suite of services across Investment Banking and Institutional Equities. The Investment Banking operations provide Equity Capital Markets, Corporate Finance and Private Financing services to clients worldwide. The Institutional Equities business specializes in Equity Research, Sales and Execution in emerging market equities. It also have a presence in several emerging markets and in key international financial centres through subsidiaries in Singapore, Hong Kong and London. In India, RCML offers boutique of Investment Banking services including equities trading platform to its institutional clients. With a strong Global reach and strong teams of Investment Bankers, Equity Research, RCML is in a position to provide high standards of client service with a large focus on emerging markets. 1.2 SIGNIFICANT ACCOUNTING POLICIES a) BASIS OF ACCOUNTING The Financial Statements are prepared under the historical cost convention and on accrual basis of accounting and in accordance with generally accepted accounting principles in India and comply in material aspect with the measurement and recognition principles of Accounting Standards referred to in Section 211 (3C) of the Companies Act, 1956 of India (the Act ) read with Companies (Accounting Standards) Rules, 2006 to the extent applicable. All assets and liabilities have been classified as current or non-current as per the Company s normal operating cycle and other criteria set out in the 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. An asset or a liability is classified as current when it satisfies any of the following criteria: 1. it is expected to be realized / settled, or is intended for sale or consumption, in the Company s normal operating cycle; or 2. it is held primarily for the purpose of being traded; or 3. it is expected to be realized / due to be settled within twelve months after the reporting date; or 4. it is cash or cash equivalent unless it is restricted from being exchanged or used to settle a liability for at least twelve months after the reporting date; or 5. the Company does not have an unconditional right to defer settlement of the liability for at least twelve months after the reporting date. All other assets and liabilities are classified as non-current. 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 recognized in the period in which results are known / materialized. c) REVENUE RECOGNITION (i) Income from Corporate Advisory, Syndication Fees, Consultancy and Underwriting fees is recognized on accrual basis based on stage of completion of assignments in accordance with terms of the relevant agreements. (ii) Revenue from Broking Activities is accounted for on the trade date of transaction. (iii) Interest Income on Fixed Deposits is recognized on an accrual basis. (iv) Revenue excludes service tax. d) FIXED ASSETS Fixed assets are stated at cost less accumulated depreciation. Cost for this purpose includes purchase price, non refundable taxes or levies and other directly attributable costs of bringing the asset to its working condition for its intended use.

19 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 (ii) and all the other expenses of assets under operating lease are treated as revenue expenditure. Assets given on operating leases are included in fixed assets. Lease income is recognized in the Statement of Profit and Loss on straight line basis over the lease term. Operating costs of leased assets, including depreciation are recognized as an expense in the Statement of Profit and Loss. Initial direct cost such as legal costs, brokerages etc. are charged to Statement of Profit and Loss as incurred. f) 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. The intangible assets are recorded at cost and are carried at cost less accumulated depreciation and accumulated impairment losses, if any. Computer Software which is not an integral part of the related hardware is classified as an intangible asset and is being amortised over the estimated useful life. g) DEPRECIATION AND AMORTIZATION 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 on Fixed Assets is provided on Straight Line Method, at the rates specified in Schedule XIV of the Companies Act, 1956 or the rates based on useful lives of the assets as estimated by the management, whichever is 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 decided during the year ended March 31, 2012 to revise estimated life of all assets purchased and put to use after October 1, Consequently the rate of depreciation charged on assets are as under:- Assets Description Depreciation Rate (%) (put to use upto December 31, 2011) Depreciation Rate (%) (put to use on or after October 1, 2011) Depreciation Rate (%) (As per Schedule XIV of the Companies Act, 1956) Computers 16.21% Between 16.21% to 50% Office Equipment Between 10% to 20% Between 10% to 20% Furniture and Fixtures 6.33% 6.33% Vehicle 9.50% 16.00% Software 9.50% 16.00% Individual assets costing upto Rs. 5,000 are fully depreciated in the year of acquisition % 4.75% 6.33% 9.50% 9.50% h) 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 lower of cost and fair value. Cost directly incurred in acquisition of subsidiary company has been capitalized. i) 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) (iii) Exchange differences arising on settlement of revenue transactions are recognized in the Statement of 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 Profit and Loss.

20 j) 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 as incurred. (ii) The Company has an obligation towards gratuity, a defined benefit retirement plan covering eligible employees. The plan provides for a lump sum payment to vested (iii) (iv) (v) k) 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 differences, being the differences between taxable income 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 the Income Tax Act, (iv) employees at retirement, death while in employment or on termination of employment. Vesting occurs upon completion of five years of service. The Company makes annual contributions to gratuity fund ( Religare Capital Markets Limited Group Gratuity Scheme ) established as trust. The Company accounts for the liability for gratuity benefits payable in future based on an independent 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 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 end of the year. Actuarial gains and losses comprise experience adjustments and the effects of changes in actuarial assumptions and are recognized immediately in the Statement of 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. Minimum Alternate Tax (MAT) credit is recognised as an asset only when and to the extent there is convincing evidence that the company will pay normal income tax during the specified period.such asset is reviewed at each Balance Sheet date and the carrying amount of the MAT credit asset is written down to the extent there is no longer a convincing evidence to the effect that the Company will pay normal income tax during the specified period. l) PROVISIONS, CONTINGENT LIABILITIES AND CONTINGENT ASSETS Provisions involving substantial degree of estimation in measurement are recognized 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 not recognized but are disclosed in the notes. Contingent assets are neither recognized nor disclosed in the financial statements. m) IMPAIRMENT OF ASSETS Assets are reviewed for impairment at each balance sheet date. In case, events and circumstances indicate any impairment, the recoverable amount of these assets is determined. 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 year in which an asset is identified as impaired. An impairment loss recognized in prior accounting periods is reversed if there has been a change in the estimate of the recoverable amount and such loss either no longer exists or has decreased. n) BORROWING COST Borrowing cost includes interest and amortization of ancillary costs incurred in connection with the arrangement of borrowings to the extent they are regarded as an adjustment to the interest cost. Borrowing costs directly attributable to the acquisition, construction or development of an asset that necessarily takes a substantial period of time to get ready for its intended use or sale are capitalized as part of the cost of the respective asset. All other borrowing costs are expensed in the period they occur.

21 2 Share Capital Authorised: 81,550,000 Equity Shares of Rs 15 each; (: 81,550,000 Equity Shares of Rs 15 each) {Refer Note 2.3(a)} 1,226,700,000 Preference Shares of Rs 10 each; (: 1,226,700,000 Preference Shares of Rs 10 each) 125,000,000 Preference Shares of Rs 1 each; (: 125,000,000) Total Issued and Subscribed : 81,550,000 Equity Shares of Rs 15 each; (: 81,550,000 Equity Shares of Rs 15 each) 37,200,000 (: 37,200,000) 1% Compulsorily Convertible Preference Shares of Rs. 10 each 20,000,000 (: 20,000,000) 11% Non Convertible Cumulative Redeemable Preference Shares of Rs. 10 each 9,000,000 (: 9,000,000) 12% Non Convertible Cumulative Redeemable Preference Shares of Rs. 10 each 525,000,000 (: 25,000,000) 0.001% Non Convertible Cumulative Redeemable Preference Shares of Rs. 10 each 35,800,000 (: 26,200,000) 0.01 % Non Convertible Non Cumulative Redeemable Preference Shares of Rs. 1 each 15,500,000 (: 15,500,000) 0% Non Convertible Cumulative Redeemable Preference Shares of Rs. 10 each 620,000,000 (: 620,000,000) 0.002% Cumulative Non-convertible Redeemable Preference Shares of Rs. 10 each/rs 5.8 paid up Total Called and Paid up : 81,550,000 Equity Shares of Rs 15 each, Rs 10 called up and paid up; (: 81,550,000 Equity Shares of Rs. 15 each, Rs 10 called up and paid up) 37,200,000 (: 37,200,000) 1% Compulsorily Convertible Preference Shares of Rs. 10 each, fully paid up 20,000,000 (: 20,000,000) 11% Non Convertible Cumulative Redeemable Preference Shares of Rs. 10 each, fully paid up 9,000,000 (: 9,000,000) 12% Non Convertible Cumulative Redeemable Preference Shares of Rs. 10 each, fully paid up 525,000,000 (: 525,000,000) 0.001% Non Convertible Cumulative Redeemable Preference Shares of Rs. 10 each, fully paid up 35,800,000 (: 26,200,000) 0.01 % Non Convertible Non Cumulative Redeemable Preference Shares of Rs. 1 each, fully paid up 15,500,000 (: 15,500,000) 0% Non Convertible Cumulative Redeemable Preference Shares of Rs. 10 each, fully paid up 620,000,000 (: 620,000,000) 0.002% Cumulative Non-convertible Redeemable Preference Shares of Rs. 10 each/rs 6.3 called up and paid up Total 1,223,250,000 1,223,250,000 12,267,000,000 12,267,000, ,000, ,000,000 13,615,250,000 13,615,250,000 1,223,250,000 1,223,250, ,000, ,000, ,000, ,000,000 90,000,000 90,000,000 5,250,000,000 5,250,000,000 35,800,000 26,200, ,000, ,000,000 6,200,000,000 6,200,000,000 13,526,050,000 13,516,450, ,500, ,500, ,000, ,000, ,000, ,000,000 90,000,000 90,000,000 5,250,000,000 5,250,000,000 35,800,000 26,200, ,000, ,000,000 3,906,000,000 3,100,000,000 10,824,300,000 10,008,700, In Financial Year , the Company had increased its Authorised Share Capital from Rs. 2,385,250,000 to Rs. 13,615,250,000 divided into 81,550,000 Equity Shares of Rs. 15 each aggregating to Rs. 1,223,250,000 and 1,226,700,000 Preference Shares of Rs.10 each aggregating to Rs. 12,267,000,000 and 125,000,000 Preference Shares of Rs. 1 each aggregating to Rs. 125,000,000. There has been no further increase in Authorised Share Capital during Financial Year Reconciliation of number and amount of shares Number Face Value Number Face Value Issued and Subscribed Equity Shares of Rs 15 each, Rs 10 paid up Balance as at the beginning of the year 81,550,000 1,223,250,000 81,550,000 1,223,250,000 Add: Shares issued during the year Balance as at the end of the year 81,550,000 1,223,250,000 81,550,000 1,223,250,000 1% Compulsorily Convertible Preference Shares of Rs. 10 each Balance as at the beginning of the year 37,200, ,000,000 37,200, ,000,000 Add: Shares issued during the year Balance as at the end of the year 37,200, ,000,000 37,200, ,000,000 11% Non-Convertible Cumulative Redeemable Preference Shares of Rs. 10 each Balance as at the beginning of the year 20,000, ,000,000 20,000, ,000,000 Add: Shares issued during the year Balance as at the end of the year 20,000, ,000,000 20,000, ,000,000 12% Non-Convertible Cumulative Redeemable Preference Shares of Rs. 10 each Balance as at the beginning of the year 9,000,000 90,000,000 9,000,000 90,000,000 Add: Shares issued during the year Balance as at the end of the year 9,000,000 90,000,000 9,000,000 90,000, % Non-Convertible Cumulative Redeemable Preference Shares of Rs. 10 each Balance as at the beginning of the year 525,000,000 5,250,000,000 25,000, ,000,000 Add: Shares issued during the year 500,000,000 5,000,000,000 Balance as at the end of the year 525,000,000 5,250,000, ,000,000 5,250,000, % Non-Convertible Cumulative Redeemable Preference Shares of Rs. 1 each Balance as at the beginning of the year 26,200,000 26,200,000 5,000,000 5,000,000 Add: Shares issued during the year 9,600,000 9,600,000 87,100,000 87,100,000 Less: Shares redeemed during the year 65,900,000 65,900,000 Balance as at the end of the year 35,800,000 35,800,000 26,200,000 26,200,000 0% Non-Convertible Cumulative Redeemable Preference Shares of Rs. 10 each Balance as at the beginning of the year 15,500, ,000,000 15,500, ,000,000 Add: Shares issued during the year - - Balance as at the end of the year 15,500, ,000,000 15,500, ,000, % Cumulative Non-convertible Redeemable Preference Shares of Rs. 10 each / Rs 6.3 paid up Balance as at the beginning of the year 620,000,000 6,200,000,000 Add: Shares issued during the year ,000,000 6,200,000,000 Balance as at the end of the year 620,000,000 6,200,000, ,000,000 6,200,000,000 Total 1,344,050,000 13,526,050,000 1,334,450,000 13,516,450,000

22 Called and Paid up Equity Shares of Rs 15 each, Rs 10 called up and paid up Balance as at the beginning of the year 81,550, ,500,000 81,550, ,500,000 Add: Shares issued during the year Balance as at the end of the year 81,550, ,500,000 81,550, ,500,000 1% Compulsorily Convertible Preference Shares of Rs. 10 each fully paid up Balance as at the beginning of the year 37,200, ,000,000 37,200, ,000,000 Add: Shares issued during the year Balance as at the end of the year 37,200, ,000,000 37,200, ,000,000 11% Non-Convertible Cumulative Redeemable Preference Shares of Rs. 10 each fully paid up Balance as at the beginning of the year 20,000, ,000,000 20,000, ,000,000 Add: Shares issued during the year Balance as at the end of the year 20,000, ,000,000 20,000, ,000,000 12% Non-Convertible Cumulative Redeemable Preference Shares of Rs. 10 each fully paid up Balance as at the beginning of the year 9,000,000 90,000,000 9,000,000 90,000,000 Add: Shares issued during the year Balance as at the end of the year 9,000,000 90,000,000 9,000,000 90,000, % Non-Convertible Cumulative Redeemable Preference Shares of Rs. 10 each fully paid up Balance as at the beginning of the year 525,000,000 5,250,000,000 25,000, ,000,000 Add: Shares issued during the year 500,000,000 5,000,000,000 Balance as at the end of the year 525,000,000 5,250,000, ,000,000 5,250,000, % Non-Convertible Cumulative Redeemable Preference Shares of Rs. 1 each fully paid up Balance as at the beginning of the year 26,200,000 26,200,000 5,000,000 5,000,000 Add: Shares issued during the year 9,600,000 9,600,000 87,100,000 87,100,000 Less: Shares redeemed during the year 65,900,000 65,900,000 Balance as at the end of the year 35,800,000 35,800,000 26,200,000 26,200,000 0% Non-Convertible Cumulative Redeemable Preference Shares of Rs. 10 each fully paid up Balance as at the beginning of the year 15,500, ,000,000 15,500, ,000,000 Add: Shares issued during the year Balance as at the end of the year 15,500, ,000,000 15,500, ,000, % Cumulative Non-convertible Redeemable Preference Shares of Rs. 10 each/rs 6.3 called and paid up Balance as at the beginning of the year 620,000,000 3,100,000,000 Add: Shares issued during the year 806,000, ,000,000 3,100,000,000 Balance as at the end of the year 620,000,000 3,906,000, ,000,000 3,100,000,000 Total 1,344,050,000 10,824,300,000 1,334,450,000 10,008,700, Pursuant to the tripartite agreement entered into between Religare Capital Markets Limited (RCML), a wholly owned subsidiary of Religare Enterprises Limited (REL)[the Holding Company] and RHC Holding Private Limited, a promoter group company a. b. c. (RHCPL) for providing financial support to RCML by RHCPL, severe long term restrictions have been stipulated which significantly impaired RCML to transfer funds to REL. The terms of the agreement include (1) increasing the face value of each equity share from Rs. 10 to Rs. 15 (called up and paid up value Rs. 10) per share under section 99 of the Companies Act, 1956, (2) amending the Articles of Association of the RCML for non-payment of dividend on partly paid shares, (3) amount remaining unpaid on partly paid equity shares to be called only on the winding up of Religare Capital Markets Limited Revising the terms of Non-Convertible Redeemable Preference shares allotted to Religare Enterprises Limited on May 31, 2011 as to reducing the coupon rate from 12% to 0.001% and redemption period from 7 years to 20 years. As a result of the aforesaid agreement RCML is not able to remit any money to REL in any manner by way of Dividends, Capital reduction, Buy-back and Repayment of principal or payment of interest on loan furnished by REL to RCML. Based on expert opinions obtained by the Holding Company, the financial statements of RCML and its subsidiaries have been excluded from the Consolidated financial statements of the Holding Company w.e.f. October 01, 2011, in accordance with Para 11(b) of AS 21 - 'Consolidated Financial Statements' and the investment held by the Holding Company in equity and preference share capital of RCML has been accounted for as long term investment in accordance with AS 13- 'Accounting for Investments' in compliance with Para 23 of AS 21 - 'Consolidated Financial Statements'. d. In light of the aforesaid agreement and based on the valuation of the investment in the overseas subsidiary, provision for diminution other than temporary has been made and disclosed as an exceptional item in the Statement of Profit and Loss. Provision for diminution is undertaken at the year end open valuation of investment in overseas subsidiary. e. During Financial Year , the Company has called up 01st Call money of Rs 0.80 per share and 02nd Call Money of Rs 0.50/share out of as uncalled amount of Rs 5 per share on 62,00,00,000, 0.002% Cumulative Non-Convertible Redeemable Preference shares issued to Religare Enterprises Limited on 03 June 2013 and 10 December 2013 respectively. Hence there has been no fresh issue of shares.

23 2.4 The rights, preferences and restrictions attaching to each class of shares including restrictions on the distribution of dividends and the repayment of capital: 1 Equity Shares The Company has only one class of Equity Shares having a par value of Rs. 15 per share. Each shareholder is entitled to one vote per share. The Company can only declares and pays dividend in Indian rupees. The dividend if proposed by the Board of Directors subject to 2.3(a) is to be approved by the shareholders in the ensuing Annual General Meeting except in case of Interim Dividend. In the event of liquidation of the Company, the holders of 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 to the number of Equity Shares held by shareholders. In the event of inadequecy of funds, the Company has right to call the uncalled Capital {Refer Note 2.3(a)}. 2 Preference shares a. During the year ended March 31, 2011, the Company has issued and allotted on preferential basis Preference Shares as per below: Preference Shares Issued/ Transferred to Date of Issue/Transfer Amount Type of shares/terms of redemption 1% Compulsorily Convertible Preference Shares of 10/-each Cresswell Investments Limited 02-Sep ,000,000 1% Compulsorily Convertible Preference Shares ( CCPS ) of Rs % Non-Convertible Cumulative Redeemable Preference Shares of 10/- each* year from the date of issue. RHC Holding Private Limited 06-Dec ,000,000 11% Non Convertible Cumulative Redeemable Preference Shares 12% Non-Convertible Cumulative Redeemable Preference Shares of 10/-each RHC Holding Private Limited 30-Mar-11 90,000,000 each at a premium of Rs. 40 per share. The conversion rate one Equity Share of Rs. 15 (Called up and Paid up Rs.10 per share) issued at Rs. 50 including premium of Rs. 35 for one CCPS within tenure of maximum 5 years at any time after one ( NCPS ) of Rs. 10 each at a premium of Rs. 40 per share. The redemption of NCPS within tenure of maximum 5 years from the date of allotment at a premium not exceeding Rs per share at the discretion of the board and the premium on redemption if any may be adjusted against securities premium. 12% Non Convertible Cumulative Redeemable Preference Shares ( NCPS ) of Rs. 10 each at a premium of Rs. 40 per share. The redemption of NCPS within tenure of maximum 5 years from the date of allotment at a premium not exceeding Rs per share at the discretion of the board and premium on redemption if any may be adjusted against securities premium. b. During the year ended March 31, 2012, the Company has issued and allotted on preferential basis Preference Shares as per below: Preference Shares Issued/ Transferred to Date of Issue/Transfer Number of shares Type of shares/terms of redemption 0.001% Non Convertible Cumulative Redeemable Preference Shares of Rs. 10 Religare Enterprises Limited 31-May-11 25,000,000 each at a premium of Rs. 90 per share The redemption of NCPS as per terms of issue is within maximum 5 years from the date of allotment at a premium not exceeding Rs per share at the discretion of the board which has been revised to 20 years as stated in Note 2.3(b). The premium on redemption if any may be adjusted against securities premium % Non Convertible Non Cumulative Redeemable Preference Shares of Rs. 1 each at a premium of Rs. 99 per share 0% Non Convertible Cumulative Redeemable Preference Shares of Rs. 10 each at a premium of Rs. 90 per share RHC Holding Private Limited 27-Mar-12 5,000,000 RHC Finance Private Limited 27-December January-12 15,500,000 The Preference Shares shall be redeemed at any time after 7 years from but before 20 years from the date of the allotment of such Preference Shares.The premium on redemption if any may be adjusted against securities premium. As per First Revised Term Sheet between the Company and RHC Holding Private Limited dated March 15, 2013 the terms of certain Preference Shares (6,590,000 in numbers, marked herein were changed to (a) reduce the terms coupon rate from existing 0.01% to 0.009%; and (b) such Preference Shares can be redeemed at any time within 3years from the date of allotment. An amount which will give the subscriber a return equivalent to 14% per annum from the date of issue of Preference Shares till its redemption will be payable by the issuer. The premium on redemption if any may be adjusted against securities premium. The redemption of NCPS within tenure of maximum 5 years from the date of allotment at a premium not exceeding Rs per share at the discretion of the board. The premium on redemption if any may be adjusted against securities premium.

24 c. During the year ended, the Company has issued/transferred and allotted on preferential basis Preference Shares as per below: Preference shares Issued/ Transferred to Date of Issue/Transfer Number of shares Type of shares/terms of redemption 0.002% Cumulative Non-convertible Redeemable Preference Shares of Rs. 10 Religare Enterprises Limited 28-Mar ,000,000 The redemption of Cummulative Non Convertible Reedemable each/rs 5 paid up Preference Shares (called as Series D2 Preference Shares) as per terms of issue shall not be redeemed until the earlier of (a) redemption of all Series B Preference Shares as mentioned in the Term Sheet dates February 10, 2012 between RCML, REL and RHC Holding Private Limited; or (b) expiry of 20 years from the date of allotment of Series D1 Preference Shares 0.001% Non Convertible Cumulative Redeemable Preference Shares of Rs. 10 each Religare Enterprises Limited 28-Mar ,000,000 The redemption of Cummulative Non Convertible Reedemable Preference Shares (called as Series D1 Preference Shares) as per terms of issue shall not be redeemed until the earlier of (a) redemption of all Series B Preference Shares as mentioned in the Term Sheet dates February 10, 2012 between RCML, REL and RHC Holding Private Limited; or (b) expiry of 20 years from the date of allotment of Series D1 Preference Shares 0.01 % Non Convertible Non Cumulative Redeemable Preference Shares of RHC Holding Private Limited 04-Jun-12 87,100,000 The Preference Shares shall be redeemed at any time after 7 years Rs. 1 each at a premium of Rs. 99 per share 28-Jun-12 from but before 20 years from the date of the allotment of such Preference Shares.The premium on redemption if any may be adjusted against securities premium. As per First Revised Term Sheet between the Company and RHC Holding Private Limited dated March 15, 2013 the terms of certain Preference Shares (6,590,000 in numbers, marked herein 31-Aug-12 were changed to (a) reduce the terms coupon rate from existing 20-Sep Feb % to 0.009%; and (b) such Preference Shares can be redeemed at any time within 3years from the date of allotment. An amount which will give the subscriber a return equivalent to 14% per annum from the date of issue of Preference Shares till its redemption will be payable by the issuer. The premium on redemption if any may be 25-Mar-13 adjusted against securities premium. Further, such Preference 28-Mar-13 Shares, as stated above, were redeemed on March 28, 2013 at an aggregate redemption amount of Rs. 7,146,083,836 representing a) amount paid up on these shares, (b) premium paid on issuance of these shares, and (c) agreed 14% p.a. return, hence Rs. 7,080,183,836 representing (b) & (c) above have been utilised from securities premium a/c 0% Non Convertible Cumulative Redeemable Preference Shares# RHC Holding Private Limited 15-Mar-13 15,500,000 # During the year shares issued to RHC Finance Private Limited on 27 Dec 2011 & 17 Jan 2012 were transferred to RHC Holding Private Limited. The redemption of NCPS within tenure of maximum 5 years from the date of allotment at a premium not exceeding Rs per share at the discretion of the board. The premium on redemption if any may be adjusted against securities premium. d. During the period ended, the Company has issued and allotted on preferential basis Preference Shares as per below: Preference shares Issued/Transferred to Date of Issue/Transfer Number of shares 0.002% Cumulative Non-convertible Redeemable Preference Shares of Rs. 10 Religare Enterprises Limited 03-Jun ^ each/rs 6.30 paid up Type of shares/terms of redemption The redemption of Cummulative Non Convertible Reedemable Preference Shares (called as Series D2 Preference Shares) as per terms of issue shall not be redeemed until the earlier of (a) redemption of all Series B Preference Shares as mentioned in the Term Sheet dates February 10, 2012 between RCML, REL and RHC Holding Private Limited; or (b) expiry of 20 years from the date of allotment of Series D1 Preference Shares. 0% Non Convertible Cumulative Redeemable Preference Shares# Todays Holdings Private Limited 06-June-13 5,500, % Non Convertible Non Cumulative Redeemable Preference Shares of Rs. 1 each at a premium of Rs. 99 per share RHC Holding Private Limited 03-July Feb-14 The redemption of NCPS within tenure of maximum 5 years from the date of allotment at a premium not exceeding Rs per share at the discretion of the board. The premium on redemption if any may be adjusted against securities premium. 9,600,000 The Preference Shares shall be redeemed at any time after 7 years from but before 20 years from the date of the allotment of such Preference Shares.The premium on redemption if any may be adjusted against securities premium. As per First Revised Term Sheet between the Company and RHC Holding Private Limited dated March 15, 2013 the terms of certain Preference Shares (6,590,000 in numbers, marked herein were changed to (a) reduce the terms coupon rate from existing 0.01% to 0.009%; and (b) such Preference Shares can be redeemed at any time within 3years from the date of allotment. An amount which will give the subscriber a return equivalent to 14% per annum from the date of issue of Preference Shares till its redemption will be payable by the issuer.

25 12% Non-Convertible Cumulative Redeemable Preference Shares## Shimal Research Laboratories Limited 05-Aug-13 9,000,000 0% Non Convertible Cumulative Redeemable Preference Shares# RHC Holding Private Limited 15-Mar-14 8,650,000 12% Non Convertible Cumulative Redeemable Preference Shares ( NCPS ) of Rs. 10 each at a premium of Rs. 40 per share. The redemption of NCPS within tenure of maximum 5 years from the date of allotment at a premium not exceeding Rs per share at the discretion of the board and premium on redemption if any may be adjusted against securities premium. The redemption of NCPS within tenure of maximum 5 years from the date of allotment at a premium not exceeding Rs per share at the discretion of the board. The premium on redemption if any may be adjusted against securities premium. 0% Non Convertible Cumulative Redeemable Preference Shares# Shimal Research Laboratories Limited 20-Mar-14 1,350,000 The redemption of NCPS within tenure of maximum 5 years from the date of allotment at a premium not exceeding Rs per share at the discretion of the board. The premium on redemption if any may be adjusted against securities premium. e. ^ # ## During Financial Year , the Company has called up 01st Call money of Rs 0.80 per share and 02nd Call Money of Rs 0.50/share out of as uncalled amount of Rs 5 per share on 62,00,00,000, 0.002% Cumulative Non-Convertible Redeemable Preference shares issued to Religare Enterprises Limited on 03 June 2013 and 10 December 2013 respectively. Hence, there has been no fresh issue of shares. During the year, RHC Holding Private Limited transferred its 55,00,000, 0% Non Convertible Cumultive Redeemable Preference shares to Todays Holdings Private Limited on 06 June Further, RHC Holding Private Limited has transferred 1,350,000 shares out of Total Shares of 10,000,000, 0% Non Convertible Cumultive Redeemable Preference shares to Shimal Research Labs Limited on 20 March During the year, RHC Holding Private Limited has transferred 90,00,000, 12% Non-Convertible Cumulative Redeemable Preference Shares to RHC Finance Private Limited on 02 April Subsequently, RHC Finance Private Limited transferred its holding to Shimal Research Laboratories Limited on 05 August There are no arrears of preference dividend as the subscribers of preference shares as per terms of issue has undertaken to promptly waive the rights to receive dividend and the right to exercise their voting power in the event of failure by the Company to pay dividend on preference shares. 2.5 The details of shares held by specified related parties are as under: Each class of shares Relationship Name of the Company Number of shares held as at 31 March, March, 2013 Equity Shares Holding company (HC) Religare Enterprises Limited and its nominees 81,550,000 81,550,000 11% Non-Convertible Cumulative Redeemable Preference Shares Others RHC Holding Private Limited 20,000,000 20,000,000 12% Non-Convertible Cumulative Redeemable Preference Shares Others RHC Finance Private Limited - 9,000,000 12% Non-Convertible Cumulative Redeemable Preference Shares Others Shimal Research Laboratories Limited 9,000,000 9,000, % Non Convertible Cumulative Redeemable Preference Shares* Holding company (HC) Religare Enterprises Limited 525,000, ,000, % Cumulative Non-convertible Redeemable Preference Shares** Holding company (HC) Religare Enterprises Limited - - 0% Non Convertible Cumulative Redeemable Preference Shares Others RHC Holding Private Limited 8,650,000 15,500,000 0% Non Convertible Cumulative Redeemable Preference Shares Others Shimal Research Laboratories Limited 1,350,000-0% Non Convertible Cumulative Redeemable Preference Shares Others Todays Holdings Private Limited 5,500, % Non Convertible Non Cumulative Redeemable Preference Shares Others RHC Holding Private Limited 35,800,000 26,200,000 Total 686,850, ,250,000 * The above 5,000 lakh shares were issued to Religare Enterprises Limited on ** The above 6,200 lakh shares were issued to Religare Enterprises Limited on Details of shares held by shareholders holding more than 5% of the aggregate of each class of shares in the company Name of the shareholder 31 March, March, 2013 No. of Shares held % of Holding No. of Shares held % of Holding a.equity Shares Religare Enterprises Limited and its nominees 81,550, ,550, b.preference Shares 1% Compulsorily Convertible Preference Shares Cresswell Investments Limited 37,200, ,200, % Non-Convertible Cumulative Redeemable Preference Shares RHC Holding Private Limited 20,000, ,000, % Non-Convertible Cumulative Redeemable Preference Shares RHC Holding Private Limited - 0 9,000, % Non-Convertible Cumulative Redeemable Preference Shares Shimal Research Laboratories Ltd. 9,000, % Non Convertible Cumulative Redeemable Preference Shares Religare Enterprises Limited 525,000, ,000, % Non Convertible Cumulative Redeemable Preference Shares RHC Holding Private Limited 8,650, ,500, Shimal Research Laboratories Ltd. 1,350,000 9 Todays Holdings Pvt. Ltd. 5,500, % Cumulative Non-convertible Redeemable Preference Shares Religare Enterprises Limited 620,000, ,000, % Non-Cumulative Non-convertible Redeemable Preference Shares RHC Holding Private Limited 35,800, ,200, There are no equity shares bought back by the Company during the period of five years immediately preceeding the Balance Sheet date.

26 3 Reserves and Surplus a. Securities Premium Account Balance as at the Beginning of the Year 11,370,716,164 9,828,000,000 Add: Securities Premium received on Issue of Preference Shares 950,400,000 8,622,900,000 Less: Securities Premium Utilised during the Year Premium on Redemption of Preference Shares - 7,080,183,836 Balance as at the End of the Year 12,321,116,164 11,370,716,164 b. Surplus/(Deficit) in Statement of Profit & Loss Balance as at the Beginning of the Year Add: Net Profit/(Net Loss) for the Current Year Balance as at the End of the Year Total (14,018,505,497) (4,661,537,617) -1,782,307,291 (9,356,967,880) (15,800,812,788) (14,018,505,497) (3,479,696,624) (2,647,789,333) 4 Other Long Term Liabilities Other Payables 1,156,840 5,721,368 Total 1,156,840 5,721,368 5 Long Term Provisions Provision for employee benefits (Refer Note 33) -Leave Encashment 2,602,000 5,996,413 Others -Lease Equalisation charge 1,941, ,428 Total 4,543,713 6,481,841 6 Short Term Borrowings Secured loans repayable on demand from - Banks 601,318, ,490, Unsecured loans repayable on demand from - Others - Related Parties - 79,135,786 15,000,000 21,071,468 Total 616,318, ,697, The requisite particulars in respect of Short Term Borrowings are as under: Secured Borrowings Loan repayable on demand from banks - Bank Overdraft repayable on demand from AXIS Bank 443,738, ,962,575 - Bank Overdraft repayable on demand from HDFC Bank 157,579,546 23,527,961 - Total secured borrowings from banks 601,318, ,490,536 of security / guarantees / terms of repayment / default Loan Repayable on Demand at the average rate of Interest of 12%. AXIS Bank Overdraft is Secured by Fixed Deposit. Maturity date : 8-Oct-14 Loan Repayable on Demand at the average rate of Interest of 9.85%. HDFC Bank Overdraft is Secured by Fixed Deposit. Maturity date : 30-Sep-14 Unsecured Borrowings Loan repayable on demand from - Others Inter Corporate Loan from - Nikhil Holdings Private Limited - 79,135,786 Loan Repayable on Demand at the rate of Interest of 14.5% Maturity Date: Total unsecured loans and advances from other parties - 79,135,786 Loan repayable on demand from - Related Parties Inter Corporate Loan from - Northgate Capital Asia (India) Limited - 17,617,570 Loan Repayable on Demand at the rate of Interest of 13% Maturity Date: Religare Share Brokers Limited 15,000,000 - Loan Repayable on Demand at the rate of Interest of 11.25% Maturity Date: RHC Holding Private Limited - 3,453,898 Loan Repayable on Demand at the rate of Interest of 13% Maturity Date: Total unsecured loans and advances from related parties 15,000,000 21,071,468 None of the loans have been guaranteed by directors or officers of the company. There is no default as on the Balance Sheet date in repayment of loans and interest.

27 7 Trade Payables Mar 31, 2013 Dues of other than MSME parties {Refer Note 37(c)} Total 20,473,367 12,881,513 20,473,367 12,881,513 8 Other Current Liabilities 31 March, 2013 (a) Interest accrued and due on Inter Corporate Loans (b) Other Payables - Advances received from clients - Payables-Expenses - Payables-Capital Goods - Statutory Dues - Others Total 1,052,725 13,343, , ,616, ,509,686-22,798 9,376,790 12,778,229 3,695,323 4,683, ,729, ,338,250 9 Short Term Provisions Provision for employee benefits Gratuity 1,642,000 3,576,655 Leave Encashment (Refer Note 33) 6,792,000 4,543,685 Total 8,434,000 8,120,340

28 10 Tangible Fixed Assets GROSS BLOCK DEPRECIATION (Amount in Rs.) NET BLOCK April 1, 2013 Additions for the year Disposals for the year March 31, 2014 April 1, 2013 Depreciation for the year Disposals/ Adjustments for the year March 31, 2014 March 31, 2014 March 31, 2013 Leasehold Improvements 116, ,798 7,894 24,212-32,106 84, ,904 Furniture and Fixtures 1,445,518 21,550 1,467, ,194 93, ,062 1,184,005 1,256,324 Vehicles 50,220,050 14,101,025 36,119,025 11,012,766 5,671,382 3,929,994 12,754,153 23,364,872 39,207,284 Office Equipments 11,313, ,600 1,173,367 10,454,708 3,649,150 1,529, ,570 4,480,477 5,974,230 7,664,324 Data Processing Machines 33,843, ,763 4,491,925 29,913,106 15,777,298 5,045,305 2,822,946 17,999,656 11,913,450 18,065,970 Total 96,939, ,914 19,766,317 78,070,704 30,636,301 12,364,665 7,451,511 35,549,455 42,521,249 66,302, There are no adjustments to Fixed Assets on account of Borrowing Costs and Exchange differences There is no revaluation of assets during the year or in earlier years 10.3 There has been a re-classification of Assets worth Rs 249,216 pertaining to FY13 from Data Processing Machines to Office Equipments. 11 Intangible Fixed Assets (Amount in Rs.) GROSS BLOCK AMORTIZATION NET BLOCK Disposals/ April 1, Additions for Disposals for March31, April 1, Amortization March 31, March March 31, Adjustments for 2013 the year the year for the year , the year Computer Software (Purchased) 9,386,816 1,377, ,500 10,458,440 4,131,509 1,751, ,540 5,645,971 4,812,469 5,255, Total 9,386,816 1,377, ,500 10,458,440 4,131,509 1,751, ,540 5,645,971 4,812,469 5,255,307 There are no adjustments to Fixed Assets on account of Borrowing Costs and Exchange differences. There is no revaluation of assets during the year or in earlier years

29 12 Intangible Fixed Assets under development Software Development - 14,153,073 Total - 14,153, Non Current Investments Face Value No. No. Other than trade Investments (at cost) (a) Investment in Unquoted Equity Instruments of Subsidiary, fully paid up Religare Capital Markets International (Mauritius) Limited USD 1 366,872,370 19,027,473, ,162,369 15,909,147,450 (b) Investments in Unquoted 0% Optionally Convertible Redeemable preference shares of Subsidiary, fully paid up Religare Capital Markets International (Mauritius) Limited USD 1 36,078,844 1,716,620,130 36,078,844 1,716,620,130 Less: Provision for Diminution other than temporary in the value of Investments {Refer Note 2.3(d)} Total (13,650,000,000) (11,650,000,000) 7,094,093,305 5,975,767,580 At Cost At Cost Aggregate amount of : -Unquoted Investments Less: Provision for Diminution other than temporary in the value of Investments {Refer Note 2.3(d)} 20,744,093,305 17,625,767,580 (13,650,000,000) (11,650,000,000) Total 7,094,093,305 5,975,767, Long Term Loans and Advances Unsecured, considered good a. Capital Advances b. Security Deposits : - with Stock Exchanges - with Others c. Margin with Stock Exchanges d. Advance Payment of Taxes and Tax Deducted at Source (Net of Provision for Taxes Rs.149,540,151, Previous Year Rs.149,540,151) e. Other Advances recoverable in cash or in kind or for value to be received f. MAT Credit Entitlement Total ,655,150 28,655,150 12,305,499 12,150,999 1,000,000 1,000, ,595, ,307, ,712, ,268, ,113,622

30 15 Other Non Current Assets a. Other Bank balances - Fixed Deposits (Refer Note 18.1) b. Balance with Gratuity Fund (Refer Note 33) Total - 5,000, ,000, Current Investments Face Value 31 March March 2013 No. No. Unquoted Investments (a) Investments in 11% Non-Convertible Redeemable preference shares, fully paid up Ligare Voyages Limited - Related Party INR ,000, ,000, Total ,000, March March 2013 Aggregate amount of : -Unquoted Investments - 900,000, Market Value of Unquoted Investments - 900,000, Trade Receivables Trade Receivables outstanding for a period less than six months from the date they are due for payment Secured, Considered Good - - Unsecured, Considered Good 25,465,778 19,127,144 25,465,778 19,127,144 Trade Receivables outstanding for a period exceeding six months from the date they are due for payment Secured, Considered Good - - Unsecured, Considered Good - 111,240 Unsecured, Considered Doubtful 111,240 - Less: Provision for Doubtful Trade Receivables * -111, ,240 Total 25,465,778 19,238,384 * Rs. 4,336,250 written off as bad debts during the year ended

31 18 Cash and Bank Balances a. Cash and Cash Equivalents Cash in Hand Balances in Current Accounts With : - Scheduled Banks b. Other Bank Balances - Fixed Deposits (See Note 18.1) Total 45, ,497 16,435,713 42,922, ,900,000 1,047,550, ,380,771 1,090,600, Fixed Deposits with Bank Total Kept as security* Free from any lien Total Kept as security* Free from any lien -Upto 3 months maturity from date of acquisition Upto 12 months maturity from date of acquisition ,425, ,425, Maturity more than 12 months but within one year from the reporting data 690,900, ,900, ,125, ,125,000 - Shown as Current Assets 690,900, ,900,000-1,047,550,000 1,047,550, Maturity more than 12 months from the reporting date - - 5,000,000 5,000,000 - Shown as Non-current Assets ,000,000 5,000,000 - Total 690,900, ,900,000-1,052,550,000 1,052,550,000 - *Details of Fixed Deposits kept as security: (a) Margin money or security against borrowings - Security with Scheduled Banks against Bank Loan by Subsidiary (b) Secured against Bank Overdraft (c) Secured against Bank Guarantee placed with Stock Exchange (d )Margin money or security against other commitments - Pledged with National Securities Clearing Corporation Limited and Bombay Stock Exchange towards the base capital requirements of the Stock Exchanges - Pledged towards Standby Letter of Credit Facility Total - 361,650, ,900, ,900, ,000, ,000,000 26,000,000 26,000, ,900,000 1,052,550,000

32 19 Short Term Loans and Advances Unsecured, considered good Loans and advances to related parties Prepaid Expenses Advances recoverable in cash or in kind or for value to be received Advance Payment of Taxes and Tax Deducted at source (Provision for Wealth Tax Rs. 287,760 :Previous Year: 224,328) Balance with Service Tax Authorities Security deposits (others) Total 4,601,404 33,567,899 21,859,224 22,352,055 10,783,050 13,550,546 2,400,295 1,408,821 15,267,746 6,597, ,000 2,320,000 55,731,718 79,797, Other Current Assets Interest Accrued on Fixed Deposits Total 39,984,818 76,923,481 39,984,818 76,923,481

33 21 Contingent Liabilities (a) Guarantees - Corporate guarantees for loan facility from banks availed by Subsidiary Company (secured by pledge of investment in one share in subsidiary company) {Refer Note 21.1 (a)} (b) Guarantee given by Bank to National Stock Exchange as margin for trading {Refer Note 21.1 (b)} (c) Other money for which the Company is contingently liable - Other committed payments not provided for as to be accrued in future - Disputed Income Tax demands not provided for A.Y Disputed Income Tax demands not provided for A.Y Disputed Income Tax demands not provided for A.Y (d) Service Tax liability for the period to Total - 736,461, ,000, ,000,000 9,287,853 54,137, ,360-24,754,090 39,183,148 74,060,295-51,250, ,868,692 1,329,782, (a) Balance outstanding as on for loan availed by Religare Capital Markets International (UK) Limited from ICICI Bank, UK for USD NIL (Previous Year: USD 6.6Mn) and by Religare Capital Markets International (Mauritius) Limited from ICICI Bank, Bahrain for USD NIL (Previous Year: USD 6.9Mn). These liabilities have been discharged in June (b) The Company has pledged a Fixed Deposit of Rs 25 Cr against Bank Guarantee of Rs 50 Cr availed from Axis Bank towards Margin for Trading with National Stock Exchange 21.2 RCML received a letter from The Revenue Department, Delhi ( the Department ) dated 07 August 2013 (received on 19 August 2013) advising it to pay stamp duty as per the rates applicable in Delhi basis that the registered office of the Company is situated in Delhi. The Company sought advise from M/s J. Sagar & Associates and accordingly filed its submission on 12 September 2012 stating that since the place of execution of shares certificates are in Noida/Gurgaon and the stamp duty has been paid as per rates applicable in the states of U.P./Haryana. The Department vide its letter dated 13 September 2013 sought additional information/ documents including certificate from Statutory Auditors, which was submitted by the Company on 10 October At the hearing held on 12 November 2013, the Company presented the matter before the Presiding Officer (SDM), who maintained his opinion that stamp duty should have been paid as per rates applicable in Delhi and not as per UP or Haryana. The Department vide its further letter dated 25 November 2013 sought additional information from the Company including letter from a Director confirming the payment of stamp duty. The Company vide its letter dated 09 December 2013 submitted the information requested and awaiting for response in the matter.

34 22 Revenue from Operations Sale of Services Income from Corporate Advisory Services (Refer Nore 31) 507,482,646 93,336,063 Brokerage Income* 254,995, ,739,733 Income from Research Advisory Services (Refer Note 31) 14,097,683 21,972,978 Other Operating Revenue Interest on Fixed Deposits with Banks 71,927, ,862,966 Total 848,503, ,911,740 * Brokerage is shown at net of charges 23 Other Income Interest Income Interest on Staff Loans 1,607 12,130 Interest on Income Tax Refund - 3,546,290 Other Non-Operating Income (net of expenses) Net Gain on foreign currency transactions and translation 3,376,432 - Support Service Income 25,472,088 25,333,914 Balances Written Back 55,330 23,479 Others (Misc.Income) 1,159,585 Total 30,065,041 28,915,813

35 24 Employee Benefits Expense Salaries and Wages 251,317, ,839,032 Contribution to Provident and Other Funds (Refer Note 24.1) 14,448,260 20,153,139 Gratuity (Refer Note 24.2 and 33) 1,663,287 4,192,066 Leave Encashment (Refer Note 33) 4,488,816 3,747,196 Staff Welfare Expenses 4,078,783 4,542,289 Recruitment and Training Expenses 41, ,918 Total 276,038, ,710, Employee Provident Fund for all eligible employees is contributed by the Company to Regional Provident Fund Commission in line with the Provident Fund and Miscellaneous Provisions Act, The funds are managed by the Regional Provident Fund Commissioner and the benefits vests immediately on rendering of the services by the employee/member with Regional Provident Fund Commission. The Company operates a Gratuity plan through the "Religare Capital Markets Limited" Group Gratuity Scheme established as a trust. Every employee is entitled to a benefit equivalent to fifteen days salary last drawn for each completed year of service in line with the Payment of Gratuity Act, The same is payable at the time of separation from the Company or retirement, whichever is earlier. The benefits vest after five years of continuous service. The Company currently does not have any unfunded plans. 25 Finance Costs Interest Expense Interest on Inter Corporate Loans 12,790, ,868,825 Interest on Bank Overdraft 56,063,713 73,602,097 Interest- Others 415,533 3,028 Other Borrowing Costs Bank Guarantee Commission Charges 5,007,226 14,682,370 Total 74,277, ,156, Depreciation and Amortization Expenses Depreciation (Refer Note 10) 12,364,665 20,686,302 Amortization (Refer Note 11) 1,751,001 1,568,218 Total 14,115,666 22,254,520

36 27 Other Expenses Net Loss on foreign currency transactions and translation Bank Charges Repairs and Maintenance-Others Insurance Rates and Taxes, excluding, taxes on income Transaction Charges Stamp Charges Membership and Subsciption Charges Communication Expenses Bad Debts Written Off Loss on Account of Error Trades Software Licence expenses Rent Electricity Advertisement and Business Promotion Travelling and Conveyance Printing and Stationery Legal and Professional Expenses Support Service Expenses Postage and Courier Office Expenses Payment to Auditors (Refer note 27.1) Filling Fees Contractual Manpower Expenses Loss on Sale /Write off of Fixed Assets Provisions against Doubtful Debts (Refer note 32) Prior Period Expenses Fines & Penalties Miscellaneous Expenses - 260,661 1,179,231 1,272,346 3,595,167 3,375,489 1,374, ,516 27,692,854 90,684 3,226,251 2,029, , ,880 40,369,898 52,786,305 8,058,575 12,121,494 2,482,904 2,238,483 1,584,411 2,023,202 7,199,755 6,138,210 32,510,829 78,569,547 6,281,830 4,047,876 12,407,762 7,084,283 15,651,450 14,097, , ,865 13,768,816 17,139,591 40,250,381 53,982, , , , , , ,267 (721,773) 8,747,391 2,046,100 1,781,068 16,768,797 1,182, ,240 - (4,419) 2,726,189 55,157, ,578 1,541,636 4,485,005 Total 296,444, ,618, Payments to Auditors As Auditors: Audit fees 650, ,540 Tax Audit fees 50,000 50,000 In other Capacity: Reimbursement of Expenses - 197,727 Total 700, ,267

37 28 Tax Expense Current tax 39,712,171 - Deferred tax - - Other Items -Taxes for earlier years - - Total 39,712, Earnings per Equity Share Net Profit/(Loss) after tax Less:- Dividend on Cumulative Preferences Share Less:- Provision for Dividend distribution tax on Cumulative Preferences Shares Dividend Net Profit/(Loss) after tax available for equity shareholders (Rs.) Weighted average number of equity shares For Basic EPS For Diluted EPS Nominal Value of share Earning per share (EPS) (In Rupees) Basic Diluted (1,822,019,462) (9,356,967,880) 36,647,947 36,523,727 5,945,213 5,925,062 (1,864,612,622) (9,399,416,668) 81,550,000 81,550, ,750, ,750, (22.86) (115.26) (22.86) (115.26) 30 Expenditure in Foreign Currency on account of: Legal and Professional Fees - 1,020,978 Other Matters Travelling expenses 1,689,663 2,849,136 Software expenses 1,672,250 2,715,747 Subscription expenses 5,141,305 18,349,936 Advertisement and Business Promotion 6,340,955 1,254,443 Postage and Printing Expenses 10,771 - Mobile and Connectivity Expenses 258,568 - Capital Work in Progress Written off 14,153,073 - Support Services and Out of Pocket Reimbursement - Intercompany Total 3,621,715 32,888,300 26,190,240

38 31 Earning in Foreign Currency on account of: Other income, indicating the nature thereof: Corporate Advisory Services 324,726,316 5,521,500 Support Services Income 25,472,088 25,333,914 Research Advisory Services 14,097,683 21,972,978 Miscellaneous Income 90,734 Total 364,386,821 52,828, Provision against Doubtful Debts Year ended Year ended Amount (Rs) Amount (Rs) Transfer to Provisions - Provision for Doubtful Debts 111,240 - Total 111,240 -

39 33 Employee Benefits - Gratuity and Leave Encashment Disclosures relating to actuarial valuation of Leave encashment and Gratuity liability: (Amount in Rs.) Leave Encashment Gratuity I Assumptions II 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 8.5% 7.9% 8.5% 7.9% Rate of increase in compensation 6% 6% 6% 6% Rate of return(expected) on Plan Assets NA NA 8% 8% 18-35: 65% p.a., 36-45: 45% p.a., 46 and above: 25% p.a. and for CEO +: 18-35: 65% p.a., 36-45: 45% p.a., 46 and above: 25% p.a. and for CEO +: 10% p.a.** Withdrawal rates 18-35: 65% p.a., 36-45: 45% p.a., 46 and above: 25% p.a.** 10% p.a.** 18-35: 65% p.a., 36-45: 45% p.a., 46 and above: 25% p.a.** Expected average remaining working lives of employees Changes in present value of obligations PBO at beginning of year 10,540,098 12,608,797 6,702,386 3,041,979 Interest Cost 606, , , ,904 Current Service Cost 4,563,067 4,353,003 1,400,290 1,301,199 Benefits Paid (5,634,914) (5,815,895) - (848,426) Actuarial (gain)/loss on obligation (680,478) (1,349,494) 785,187 2,979,730 PBO at end of year 9,394,000 10,540,098 9,414,000 6,702,386 III Changes in fair value of plan assets Fair Value of Plan Assets at beginning of year 3,125,732 3,657,390 Expected Return of Plan Assets 394, ,578 Contributions made N.A N.A 3,597,942 - Benefits paid - (848,426) Actuarial gain / (loss) on plan assets 654,326 45,190 Fair Value of Plan Assets at end of year 7,772,000 3,125,732 IV Fair Value of Plan Assets - Fair Value of Plan Assets at beginning of year 3,125,732 3,657,390 Actual Return of plan assets 1,048, ,768 Contributions made 3,597,942 - N.A N.A Benefit paid - (848,426) Fair Value of Plan Assets at end of year 7,772,000 3,125,732 Funded Status -deficit/(surplus) 1,642,000 3,576,655 Excess of actual over estimated return on Plan Assets 654,326 45,190 V Actuarial Gain/(loss) Recognised Actuarial Gain/(loss) for the year ( Obligation) 680,478 1,349,494 (785,187) (2,979,730) Actuarial Gain/(loss) for the year ( Plan Assets) N.A N.A 654,326 45,190 Total Gain/(Loss) for the year 680,478 1,349,494 (130,861) (2,934,540) Actuarial Gain/(loss) Recognised for the year 680,478 1,349,494 (130,861) (2,934,540) Unrecognised Actuarial Gain /(Loss) at the end of year VI Experience Adjustments Benefit Obligation 9,394,000 10,540,098 9,414,000 6,702,386 Fair Value of plan Assets - - 7,772,000 3,125,732 Funded Status - deficit/(surplus) 9,394,000 10,540,098 1,642,000 3,576,655 Experience adjustments on plan liabilities Gain/(Loss) 585,478 1,349,494 (921,187) (1,176,516) Actuarial Gain/(Loss) due to change on Assumptions 95,000 N.A 136,000 N.A Experience adjustments on Plan Assets N.A N.A 654,326 45,190 VII Amounts to be recognised in the balance sheet PBO at the end of year 9,394,000 10,540,098 9,414,000 6,702,386 Fair Value of Plan Assets at end of year N.A N.A 7,772,000 3,125,732 Funded Status -deficit/(surplus) (9,394,000) 10,540,098 (1,642,000) 3,576,755 Unrecognised Actuarial Gain /(Loss) Net ( Asset)/Liability recognised in the Balance Sheet (9,394,000) 10,540,098 (1,642,000) 3,576,755 VIII Expense Recongised Current Service Cost 4,563,067 4,353,003 1,400,290 1,301,199 Interest Cost 606, , , ,904 Expected Return on Plan Assets N.A N.A (394,000) (271,578) Net Actuarial (Gain) /Loss recognised for the year (680,478) (1,349,494) 130,861 2,934,540 Expense recongised in the Statement of Profit and Loss 4,488,816 3,747,196 1,663,288 4,192,066 IX Movements in the Liability recognised in Balance Sheet Opening Net Liability 10,540,098 12,608,797 3,576,655 (615,411) Expenses as above 4,488,816 3,747,196 1,663,288 4,192,066 Benefits paid/contribution made (5,634,914) (5,815,895) (3,597,942) - Closing Net Liability 9,394,000 10,540,098 1,642,000 3,576,655 X RELIGARE CAPITAL MARKETS LIMITED 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. Current and Non Current Liability Non Current Assets Current Liability 6,792,000 4,543,685 1,642,000 3,576,655 Non Current Liability 2,602,000 5,996, * Previously called LIC ( ) mortality table ** The Assumption on expected average remaining working lives of the employees has been updated based on the Company's expectation on the basis of average attrition rate over the last 12 months as per the studies conducted by the Company

40 34 SEGMENT REPORTING: a.) Information about Primary Business Segments (Amount in Rs.) Investment Broking Financial Advisory Others/Unallocated Total (i) Segment Revenue External Revenue 47,841, ,829, ,841, ,512, ,878,002 98,504, ,382,688 Balances Written Back 3,013 18,632 33,685-55,330 10,401 10,337 2,741 23,479 Total Revenue 47,844, ,848, ,875, ,568,143 10, ,888,339 98,507, ,406,167 (ii) Segment Results Total Segment Results (2,009,159,198) (68,987,787) 298,974,727 (5,793,894) (1,784,966,153) (8,739,812,186) (292,403,636) (194,576,214) (7,123,280) (9,233,915,316) Less: Interest expense 58,761,976 3,742,262 6,765,784-69,270, ,209, ,838 55, ,473,950 Add: Interest Income 47,712,277 24,216, ,928, ,210,870 41,664, ,546, ,421,386 Income Taxes (Current and Deferred Tax) 39,712,171 - MAT Credit Entitlement (39,712,171) - Profit/(Loss) after Tax (1,782,307,291) (9,356,967,880) (iii) Segment Assets 7,535,862, ,310,101 63,892,987-8,128,065,286 7,555,644, ,586, ,270,691-8,237,502,025 Unallocated Corporate Assets ,193,380 24,193, ,649, ,649,744 Total Assets 7,535,862, ,310,101 63,892,987 24,193,380 8,152,258,666 7,555,644, ,586, ,270, ,649,744 8,393,151,769 (iv) Segment liabilities 629,679,389 27,388,694 24,835, ,903, ,795, ,927, ,507,078-1,018,230,316 Unallocated Corporate Liabilities ,751, ,751,841 14,010,785 14,010,785 Total liabilities 629,679,389 27,388,694 24,835, ,751, ,655, ,032,241,101 (v) Capital Expenditure - 1,887, ,314 2,275,038-1,748,639 12,467,716 5,636,437 19,852,792 (vi) Depreciation/Amortisation 4,819,774 3,504,435 5,791,457 14,115,666-11,226,637 4,497,653 6,530,230 22,254,520 (vii) Non Cash Expenditure other than Depreciation 2,000,000, ,000,000,000 8,650,000, ,650,000,000 Previous years figures are in Italics b.) Geographical Segment: The company operates in one geographic segment namely "within India" and hence no separate information for geographical segment disclosure is required.

41 35.1 RELATED PARTY DISCLOSURES A. Enterprises that directly, or indirectly through one or more intermediaries, control, or are controlled by, or are under the common control with, the reporting enterprise Sr. No. Name of the entity Remarks Effective Date 1 Religare Enterprises Limited Holding Company April 01, 2013 Subsidiary Companies 1 Religare Capital Markets International (Mauritius) Limited N.A. -do- Subsidiaries of Subsidiary 1. Religare Capital Markets International (UK) Limited N.A. -do- 2. Hichens, Harrison (Ventures) Limited Dissolved Upto October 15, Religare Capital Markets (UK) Limited N.A. -do- 4. Religare Capital Markets Inc. Became direct subsidiary of Religare Capital Markets International (Mauritius) Limited. 31-May London Wall Nominees Limited Ceased to be subsidiary of the company pursuant to sale of its entire shareholding w.e.f. July 23, July 23, Charterpace Limited N.A. -do- 7. Tobler (Mauritius) Limited N.A. -do- 8. Tobler UK Limited N.A. -do- 9. Religare Global Asset Management Japan Co. Ltd. Dissolved Upto Sep 24, Strategic Research Limited N.A. -do- 11. Religare Investment Holdings (UK) Limited N.A. -do- 12. Religare Securities Australia Pty Limited Dissolved Upto October 30, Religare Capital Markets (Hong Kong) Limited N.A. -do- 14. Bartleet Religare Securities (Private) Limited (name changed from Bartleet Mallory Stockbrokers (Private) Limited w.e.f June 24, 2011) N.A. -do- 15. Bartleet Asset Management (Private) Limited N.A. -do- 16. Religare Capital Markets (Europe) Limited N.A. -do- 17. Religare Capital Markets Corporate Finance Pte Limited N.A. -do- 18. Kyte Management Limited (KML) N.A. -do- 19. Religare Bartleet Capital Markets (Private) Limited N.A. -do- 20. Religare Capital Markets (Singapore) Pte. Limited N.A. -do- 21. Religare Capital Markets (Beijing) Limited N.A. -do- Fellow Subsidiaries 1. Religare Finvest Limited N.A. April 01, REL Infrafacilities Limited N.A. -do- 3. Religare Finance Limited N.A. -do- 4. Religare Securities Limited N.A. -do- 5. Religare Health Insurance Company Limited N.A. -do- 6. Religare Arts Initiative Limited Religare Enterprises Ltd. ( REL ) has sold 25% in Religare Arts Initiative Limited (RAIL) to a third party. REL holds 75% stake in RAIL as on date. Thus RAIL is now subsidiary of REL instead of Wholly-owned subsidiary w.e.f. March 28, do- 7. Vistaar Capital Advisors Limited REL has sold its entire 74% stake in the Company to Third (Formerly Vistaar Religare Capital Advisors Limited) party. Upto March 28, Religare Capital Markets (India) Limited N.A. -do- 9. RGAM Investment Advisers Private Limited (Formerly RGAM Corporation Private Limited) Name changed from RGAM Corporation Private Limited to RGAM Investment Advisers Private Limited w.e.f. November -do- 26, Religare Commodity Broking Private Limited N.A. -do-

42 35.1 RELATED PARTY DISCLOSURES 1. Religare Arts Investment Management Limited 2. Religare Invesco Asset Management Company Private Limited Subsidiaries of fellow subsidiaries RGAM Investment Advisers Private Limited ( RGAM ) has acquired 100% stake in the Company from Religare Arts Initiative Limited ( RAIL ). Pursuant to this change, the Company is now a wholly owned subsidiary of RGAM, instead of that of RAIL w.e.f. March 27, Name changed from Religare Asset Management Company Pvt. Limited April 01, 2013 April 02, Northgate Capital LP N.A. 11. Religare Share Brokers Limited N.A. -do- 12. Northgate Capital Asia (India) Limited N.A. 13. Religare Investment Advisors Limited N.A. -do- 14. Landmark Partners LLC [LP] N.A. -do- 15. Landmark Equity Advisors LLC N.A. -do- 16. Landmark Reality Advisors LLC N.A. -do- 17. Mill Pond Associates LLC N.A. -do- 18. Religare Venture Capital Limited N.A. -do- 19. Religare Health Trust Trustee Manager Pte. Ltd. N.A. -do- Religare Portfolio Managers and Advisors Private Limited (Formerly P.N. Vijay Financial - Became wholly owned subsidiary of RGAM Corporation 20. Services Private Limited) Private Limited w.e.f. April 15, Religare Invesco Trustee Company Private Limited Name changed from Religare Trustee Company Pvt. Limited May 01, Religare Advisory Services Limited N.A. -do- 5. Religare Comtrade Limited Name changed from Religare Bullion Limited June 13, Religare Commodities Limited N.A. -do- 7. Religare Housing Development Finance Corporation Limited N.A. -do- 8. Religare Global Asset Management Inc. N.A. -do- 9. Northgate Capital LLC N.A. -do- -do- -do- - Name changed from PN Vijay Financial Services Private Limited to Religare Portfolio Managers and Advisors Private Limited w.e.f. November 27, 2013 April 15, Northgate Capital Asia Limited, Hong Kong Became wholly owned subsidiary of Northgate Capital LLC Dec 01, NGEM Mexico S. de R.L. de C.V., Mexico Became wholly owned subsidiary of Northgate Capital LLC January 20, Big Vision Land Developers (Private) Limited N.A. -do- Religare Finvest Limited has sold the entire stake in the 24. Cheryl Advisory (Private) Limited Company w.e.f. November 26, 2013 Upto November 26, Empower Estate Developers (Private) Limited N.A. -do- 26. LMK Services Inc. Wholly owned subsidiary of Landmark Partners LLC, USA, which is a subsidiary of RGAM Corporation Private Limited June 05, Religare Wealth Management Limited (Formerly Religare Macquarie Wealth Management Limited) The Company has become a wholly owned subsidiary of Religare Securities Limited w.e.f. November 27, 2013 (prior to this it was 50% Joint Venture of Religare Enterprises Limited) November 27, Religare Credit Advisors LLP 29. Cerestra Capital Advisors LLP Name changed from Religare Macquarie Wealth Management Limited to Religare Wealth Management Limited w.e.f. November 27, 2013 LLP incorporated on 20 th December RGAM Investment Advisers Private Limited and Religare Venture Capital Limited are the Partners in the LLP with 99% and 1% capital contribution, respectively Cerestra Capital Advisors LLP has been incorporated w.e.f. February 7, 2014 to provide consultancy in investment management services and portfolio management. RGAM Investment Advisers Private Limited and Religare Venture Capital Limited are the Partners in the LLP with 99% and 1% capital contribution, respectively 20 th December Feb-14 B. Associates and joint ventures of the reporting enterprise and the investing party or venture in respect of which the reporting enterprise is an associates or a joint venture Sr. No. Name of the Individuals Remarks Effective Date 1 Nil Nil C. Individuals owning, directly or indirectly, an interest in the voting power of the reporting enterprise that gives them control or significant influence over the enterprise, and relatives of any such individual Sr. No. Name of the Individuals Remarks Effective Date 1 Mr. Malvinder Mohan Singh Promoters Mr. Shivinder Mohan Singh -do- -do- 3 Mrs. Aditi Shivinder Singh Relatives -do- 4 Mrs. Nimmi Singh -do- -do- 5 Master Udayveer Parvinder Singh -do- -do- 6 Master Anhad Parvinder Singh -do- -do- 7 Master Vivan Parvinder Singh -do- -do- 8 Master Kabir Parvinder Singh -do- -do- 9 Mrs. Harjit Grewal -do- -do- 10 Mrs. Japna Malvinder Singh -do- -do- 11 Baby Nimrita Parvinder Singh -do- -do- 12 Baby Nanaki Parvinder Singh -do- -do- 13 Baby Nandini Parvinder Singh -do- -do-

43 35.1 RELATED PARTY DISCLOSURES D. Key management personnel and relatives of such personnel Sr. No. Name Remarks Effective Date 1 Mr. Prasanna Chandwaskar Mr. K.S. Chandwaskar Relatives -do- 1.2 Smt. Rashmi Chandwaskar -do- -do- 1.3 Smt. Priya Chandwaskar -do- -do- 1.4 Mr. Pranamya Chandwaskar -do- -do- 1.5 Smt. Shashilekha Kasture -do- -do- 1.6 Ms. Pratiksha Chandwaskar -do- -do- 2 Mr. Vipul Sanghvi Mr. Hasmukh Sanghvi Relatives -do- 2.2 Mrs. Hansa Sanghvi -do- -do- 2.3 Mr. Bechar Das Sanghvi -do- -do- 2.4 Mrs. Pushpa Sanghvi -do- -do- 2.5 Mr. Abheychand Lathia -do- -do- 2.6 Mrs. Naval Lathiya -do- -do- 2.7 Mrs. Amisha Sanghvi -do- -do- 2.8 Mr. Rishabh Sanghvi -do- -do- 2.9 Ms. Pooja Sanghvi -do- -do- 3 Mr. Ankush Pitale Mrs. Damini Pitale -do- -do- 3.2 Ms. Simran Pitale -do- -do- 3.3 Mrs. Vrunda Pitale -do- -do- 3.4 Mr. Vinod Pitale -do- -do- 3.5 Mr. Tanish Pitale -do- -do- 3.6 Mr. Aashish Pitale -do- -do- 3.7 Mrs. Lavina Pitale -do- -do- 3.8 Mrs. Parul Vedak -do- -do- 3.9 Mr. Kshitij Vedak -do- -do- 4 Mr. Gautam Trivedi Mrs. Nilima Trivedi -do- -do- 4.2 Mrs. Smita Trivedi -do- -do- 4.3 Mr. Y.P. Trivedi -do- -do- 4.4 Mr. Aditya Trivedi -do- -do- 4.5 Mr. Aayush Trivedi -do- -do- 5 Mr. Anupam Pareek Mrs. Sharda Pareek -do- -do- 5.2 Mr. Jai Pareek -do- -do- 5.3 Mrs. Jeeyani Pareek -do- -do- 5.4 Mr. Madan Pareek -do- -do- 5.5 Harinarayan Pareek -do- -do- 5.6 Shymadevi Pareek -do- -do- 5.7 Mahavir Prasad Tripathi -do- -do- 5.8 Saroj Tripathi -do- -do- 5.9 Shilpa Pareek -do- -do- 5.1 Anagat Pareek -do- -do- 6 Mr. Rohit Gulati Mrs. Sheetal Gulati -do- -do- 6.2 Mr. Sudesh Chander Gulati -do- -do- 6.3 Mrs. Suksham Gulati -do- -do- 6.4 Mr. Yajat Gulati -do- -do- 6.5 Mr Sumit Gulati -do- -do- 6.6 Mrs Sunaina Gulati -do- -do- 7 Mr. Siddharth Teli Mr. Gautam Champaklal Teli -do- -do- 7.2 Mrs. Kumud Teli -do- -do- 7.3 Mr. Pranay Teli -do- -do- 7.4 Mrs. Nidhi Teli -do- -do- E. Enterprises over which any person described in (c) or (d) is able to exercise significant influence. (includes the enterprises owned by directors or major shareholders of the reporting enterprise and enterprises that have a member of key management in common with the reporting enterprise) Sr. No. Name of the entity Remarks Effective Date 1 Malav Holdings Private Limited N.A Luxury Farms Private Limited N.A. -do- 3 Vistas Complexes Private Limited (Formerly Auspicious Estate Private Limited) N.A. -do- 4 Vistas Realtors Private Limited N.A. -do- 5 Shivi Holdings Private Limited N.A. -do- 6 Greenview Buildtech Private Limited N.A. -do- 7 Chetak Pharmaceuticals Private Limited N.A. -do- 8 R C Nursuery Private Limited N.A. -do- 9 Oscar Investments Limited N.A. -do- 10 RHC Holding Private Limited N.A. -do- 11 ANR Securities Private Limited Converted into a Private. Limited Company w.e.f. July 30, 2013 July 30, Meadows Buildtech Private Limited N.A. -do- 13 A-1 Book Company Private Limited N.A. -do- 14 Shimal Research Laboratories Limited N.A. -do Fortis Clinical Research Limited N.A. -do- 17 Fortis Hospotel Limited N.A. -do- 18 Fortis Hospital Management Limited N.A. -do- 19 International Hospital Limited N.A. -do- 20 Fortis Healthstaff Limited N.A. -do- 21 Fortis C-Doc Healthcare Private Limited N.A. -do- 22 Fortis Malar Hospitals Limited N.A. -do- 23 Escorts Heart Institute and Research Centre Limited N.A. -do- 24 Escorts Hospital and Research Centre Limited Merged into International Hospital Limited w.e.f. January 17, 2014 Upto January 17, Escorts Heart and Super Specialty Hospital Limited N.A. -do- 26 Escorts Heart and Super Specialty Institute Limited Merged into International Hospital Limited w.e.f. January 17, 2014 Upto January 17, 2014

44 35.1 RELATED PARTY DISCLOSURES 27 Dion Global Solutions Limited N.A. -do- 28 Lalitha Healthcare Private Limited N.A. -do- 29 Fortis Health Management Limited N.A. -do- 30 Fortis Healthcare Limited N.A. -do- 31 AEGON Religare Life Insurance Company Limited N.A. -do- 32 HealthFore Technologies Limited Name changed from Religare Technologies Limited April 29, Ligare Voyages Limited N.A. -do- Name of Religare Aviation Limited has been changed to 34 Ligare Aviation Limited "Ligare Aviation Limited" w. e. f. August 14, August 14, Ligare Aviation Engineering Limited N.A. -do- 36 Ligare Voyages (Ireland) Limited N.A. -do- 37 Ligare Travels Limited N.A. -do- 38 OliveRays Innovations Limited N.A. -do- 39 SRL Limited N.A. -do- 40 MENA Healthcare Investment Company Limited N.A. -do- 41 Super Religare Laboratories International FZ-LLC N.A. -do- 42 Medsource Health Care Private Limited N.A. -do- 43 Dion Global Solutions Pty. Limited N.A. -do- 44 Regius Overseas Holding Co. Ltd. N.A. -do- 45 Dion Global Solutions (Australia) Pty. Ltd. N.A. -do- 46 Dion Global Solutions (Development) Pty Ltd. N.A. -do- 47 Dion Global Solutions (Asia Pacific) Pty Ltd. N.A. -do- 48 Dion Global Solutions (NZ) Ltd. N.A. -do- 49 Dion Global Solutions (HK) Ltd. N.A. -do- 50 Dion Global Solutions (UK) Ltd. N.A. -do- 51 Dion Global Solutions (MY) Sdn Bhd N.A. -do- 52 Dion Global Solutions (Singapore) Pte Ltd N.A. -do- 53 Dion Global Solutions Vietnam Company Ltd. N.A. -do- 54 Fortis Hospitals Limited N.A. -do- 55 Bindas Realtors Private Limited N.A. -do- 56 Malar Stars Medicare Limited N.A. -do- 57 Ligare Training Academy Limited Name of Religare Aviation Training Academy Limited has been changed to "Ligare Training Academy Limited" w. e. f. August 6, 2013 August 6, Fortis Global Healthcare (Mauritius) Limited N.A. -do- 59 RHC IT Solutions Private Limited (Formerly Religare Infotech Private Limited) 60 RHC IT Solutions Pty Limited (Formerly Religare Infotech Pty Ltd) Name changed from Religare Infotech Private Limited to RHC IT Solutions Private Limited w.e.f. November 13, 2013 Name changed from Religare Infotech Pty Limited to RHC IT Solutions Pty Limited w.e.f. November 18, 2013 Became Subsidiary of RHC Holding Private Limited w.e.f. July 61 Green Biofuels Farms Private Limited 15, 2013 July 15, Sunrise Medicare Private Limited N.A. -do- 63 Fortis Medicare International Limited N.A. -do- 64 Fortis Asia Healthcare Pte Ltd N.A. -do- 65 Ocean Span Shipping Company Limited Mr. Tarun Kataria holds 62.93% Upto August 31, D. Kataria & Co. (Maritime) Pvt. Ltd Mr. Tarun Kataria holds 21.50% Upto August 31, Fortis C-Doc Healthcare Limited Pursuant to the merger Fortis Health Management (North) Limited (earlier Holding Company) with Fortis Hospitals Limited, the Company has now become a subsidiary of Fortis Hospitals Limited 68 Todays Holdings Private Limited N.A. -do- 69 RHC Financial Services (Mauritius) Ltd N.A. -do- 70 Shimal Healthcare Private Limited (Formerly Religare United Soccer Limited) Status has been changed from Public Limited to Private Limited w.e.f January 22, do- 71 RHC Holding PTE Ltd N.A. -do- 72 Fortis Healthcare Singapore Pte Limited N.A. -do- -do- -do- Sep 01, Altai Investments Limited Divested Upto October 24, Quality Healthcare Limited Divested Upto October 24, Quality Healthcare Medical Services Limited Divested Upto October 24, Portex Limited Divested Upto October 24, Quality Healthcare Services Limited Divested Upto October 24, Green Apple Associates Limited Divested Upto October 24, Quality HealthCare Hongkong Limited Divested Upto October 24, Quality HealthCare Medical Services (Macau)Limited Divested Upto October 24, Berkshire Group Limited Divested Upto October 24, HealthCare Opportunities Limited Divested Upto October 24, Smart Lab Limited Divested Upto October 24, Quality HealthCare Medical Centre Limited Divested Upto October 24, Universal Lane Limited Divested Upto October 24, Quality HealthCare Chinese Medicine Limited Divested Upto October 24, Quality HealthCare Psychological Services Limited Divested Upto October 24, Quality HealthCare Dental Services Limited Divested Upto October 24, Quality HealthCare Nursing Agency Limited Divested Upto October 24, Quality HealthCare Physiotherapy Services Limited Divested Upto October 24, Dynamic People Group Limited Divested Upto October 24, Normandy (Hongkong) Limited Divested Upto October 24, TCM Products Limited Divested Upto October 24, Great Option Limited Divested Upto October 24, Marvellous Way Limited Divested Upto October 24, Allied Medical Practices Guild Limited Divested Upto October 24, Quality HealthCare Professional Services Limited Divested Upto October 24, DB Health Services Limited Divested Upto October 24, GHC Holding Limited Divested Upto October 24, CASE Specialist Limited Divested Upto October 24, Jadeast Limited Divested Upto October 24, Jadefairs International Limited Divested Upto October 24, Jadison Investment Limited Divested Upto October 24, Jadway International Limited Divested Upto October 24, Megafaith International Limited Divested Upto October 24, Medical Management Company Limited N.A. -do- 107 Fortis Healthcare Holdings Private Limited [Formally known as Fortis Healthcare Holdings N.A. -do- Limited] 108 Hospitalia Information Systems Private Limited Merged with RHC Finance Pvt. Limited w.e.f. November 30, 2013 Upto November 30, 2013

45 35.1 RELATED PARTY DISCLOSURES 109 Hospitalia Eastern Private Limited N.A. -do- 110 Hiranandani Healthcare Private Limited N.A. -do- 115 Fortis Healthcare Global Pte Ltd N.A. 111 Fortis Healthcare International Limited N.A. -do- Name changed from Religare Wellness Limited to RWL 112 RWL Healthworld Limited (Formerly Religare Wellness Limited) Healthworld Limited w.e.f. October 21, do- 113 Fortis Emergency Services Ltd. N.A. -do- Kanishka Housing Development Company Limited Merged into International Hospital Limited w.e.f. January 114 (Name changed to Kanishka Healthcare Limited W.e.f April 08, 2011) 17, 2014 Upto January 17, do- 117 Maple Leaf Buildcon Private Limited N.A. 118 Fortis Global Healthcare Infrastructure Pte Limited N.A. 116 Fortis Healthcare India Holdings Pte Ltd N.A. -do- -do- -do-

46 35.1 RELATED PARTY DISCLOSURES Fortis Health Management (East) Limited 119 (India) Pursuant to the merger Fortis Health Management (North) Limited (earlier Holding Company) with Fortis Hospitals Limited, the Company has now become a subsidiary of Fortis Hospitals Limited Fortis Health Management (West) Limited 120 (India) N.A. -do- Sep 01, 2013 Fortis Health Management (South) Limited 121 (India) N.A. -do- Fortis Health Management (North) Limited 122 (India) Merged with Fortis Hospitals Limited Sep 01, SRL Diagnostics Private Limited N.A. -do- 124 Fortis Healthcare International Limited N.A. -do- 125 Dion Global Solutions Inc. (USA) N.A. -do- 127 Finserve Shared Services Limited (Formerly Religare Corporate Services Limited) Name changed from Religare Corporate Services Limited to Finserve Shared Services Limited w.e.f. December 02, Indigo (London) Holdings Ltd. N.A. -do- 129 Indigo (London) Limited N.A. -do- 130 Investmaster Holdings Limited N.A. -do- 131 Dion Global Solutions (London) Limited N.A. -do- 132 Consort Information Systems Limited N.A. -do- 133 Consort Securities Systems Limited N.A. -do- 134 Adminsource (UK) Limited N.A. -do- 135 Dion Global Solutions (Canada) Ltd. N.A. -do- 136 Dion Global Solutions Gmbh (Germany) N.A. -do- 137 Imagnos AG (Switzerland) N.A. -do- 138 Fortis Healthcare International Pte Ltd N.A. -do- 139 Vistas Artworks Private Limited N.A. -do- 140 Ranchem Limited N.A. -do- 141 Ligare Airlines Limited N.A. -do- 142 Noah Capital Markets (EMEA) Limited 143 Noah Capital Markets (Pty) Limited 144 Noah Nominees (Pty) Limited NCM Limited is now holding 100% stake in the Company pursuant to transfer of remaining 30% stake held by Religare Capital Markets (Europe) Limited to NCM Limited 126 DDRC SRL Diagnostics private Limited N.A. -do- -do- August 30, Religare Capital Markets (Pty) Ltd. NCM Limited is now holding 100% stake in the Company pursuant to transfer of remaining 100% stake held by Religare Capital Markets (Europe) Limited to NCM Limited October 10, BJM (UK) Nominees Limited Dissolved June 07, Dental Corporation Levas Pty Ltd. 148 Dental Corporation Cox Pty Ltd. 149 Dental Corporation of Canada Holdings Inc. 150 Dental Corporation Petrie Pty Ltd. 151 Clonberg Holding Limited N.A. -do- 152 Forthill International Limited N.A. -do- 153 Fortis Global Healthcare Private Limited Name of Fortis Global Healthcare Limited has been changed to Fortis Global Healthcare Private Limited w.e.f. -do- (Formerly Fortis Global Healthcare Limited) 04 February RHC Finance Private Limited N.A. -do- 155 Escorts Heart Centre Limited N.A. -do- 156 SRL Diagnostics (Nepal) Private Limited N.A. -do- 157 Super Religare Laboratries International FZ LLC N.A. -do- 158 Swindon Limited Divested Upto August 30, VOF PE Holding Limited Divested Upto August 30, Fortis Healthcare Vietnam Company Limited N.A. -do- 161 Radlink Asia Pte. Limited N.A. -do- 162 Fortis Healthcare Hong Kong limited Divested Upto October 24, Radlink Medicare Pte. Limited N.A. -do- 164 Radlink Diagnostic Imaging (S) Pte. Ltd N.A. -do- 165 GlobalRx Limited Divested Upto October 24, Fortis Hospitals Hongkong Limited Divested Upto October 24, Normandy Hong Kong Limited Divested Upto October 24, Central Medical Diagnostic Centre Limited Divested Upto October 24, Fortis-Hoan My Medical Corporation Divested Upto August 30, Fortis-Hoan My Saigon General Hospital Joint Stock Company Divested Upto August 30, Hoan My Da Nang General Hospital Joint Stock Company Divested Upto August 30, Hoan My Minh Hai General Hospital Joint Stock Company Divested Upto August 30, Hue Hoan My General Hospital Joint Stock Company Divested Upto August 30, Hoan My Cuu Long General Hospital Joint Stock Company Divested Upto August 30, Hoan My Da Lat General Hospital Joint Stock Company Divested Upto August 30, Drs. Thompson & Thomson (Radlink Medicare) Pte Ltd N.A. -do- 177 Radlink Medicare (Bishan) Pte Ltd N.A. -do- 178 Radlink Medicare (Woodlands) Pte Ltd N.A. -do- 179 Radlink Medicare (Tampines) Pte Ltd N.A. -do- 180 Radlink Medicare (Jurong East) Pte Ltd N.A. -do- 181 Clinic 1866 Pte Ltd. N.A. -do- 182 Drs. Lim Hoe & wong Radiology Pte Ltd N.A. -do- 183 HealthCare Diagnostic Services Pte Ltd N.A. -do- 184 Radlink Women & Fetel Imaging Centre Pte Ltd N.A. -do- 185 Radlink Pet & Cardiac Imaging Centre Pte Ltd N.A. -do- 186 Central MRI Centre Limited Divested Upto October 24, Central Medical Laboratory Limited Divested Upto October 24, Central PET/CT Scan Limited Divested Upto October 24, Quality EAP (Macau) Limited Divested Upto October 24, Hoan My Clinic Co Ltd Divested Upto August 30, Singapore radiopharmaceuticals Pte Ltd N.A. -do- 192 Singapore Molecular Therpay Centre Pte Ltd N.A. -do- 193 Ligare Flysims Private Limited Fortis Healthcare Australia Pty Ltd, an indirect subsidiary of Fortis Healthcare Limited has sold its entire 63.81% stake in Dental Corporation Holdings Limited. Name of Religare Flysims Private Limited has been changed to "Ligare Flysims Private Limited" w. e. f. August 6, 2013 and became Wholly Owned Subsidiary of Ligare Voyages Limited (Formerly known as Religare Voyages Limited) w.e.f. August 30, Earlier, it was the subsidiary of Religare Aviation Training Academy Private Limited May 31, 2013 August 30, Investment Professional Limited, Mauritius N.A. -do- 195 Fortis Vietnam Pte. Limited Incorporated as a wholly owned subsidiary of Fortis Healthcare International Pte Limited June 26, 2013

47 35.1 RELATED PARTY DISCLOSURES 196 NCM Limited 197 Fortis Healthcare Management Services Private Limited 198 RHC Healthcare Management Services Private Limited Religare Capital Markets International (Mauritius) Limited ( RCMIM ), Wholly owned subsidiary of RCML, India, has acquired 30% stake in NCM Limited Acquired by Mr. Malvinder Mohan Singh & Mr. Shivinder Mohan Singh by holding 50% each shares of the Company Name of Fortis Healthcare Management Services Private Limited changed to RHC Healthcare Management Services Private Limited w.e.f. Sep 11, 2013 August 30, 2013 August 03, 2013 Sep 11, Fortis Healthcare Middle East LLC N.A. -do- 200 Town Hall Clinic Pte. Ltd N.A. -do- 201 Fortis Healthcare Australia Pty. Ltd N.A. -do- 202 Malvinder Mohan Singh HUF (HUF in which MMS is Karta) -do- 203 Shivinder Mohan Singh HUF (HUF in which SMS is Karta) -do- 204 Malsh Healthcare (Partnership Firm of MMS & SMS) -do- 205 Malsh Charitable Trust (Trust in which MMS & SMS are Trustee) -do- 206 Fortis Cauvery (Partnership Firm) It s a JV (50%) of a WOS of Fortis Healthcare Limited -do- 207 Green Grass Estates Private Limited Became subsidiary of Shimal Healthcare Private Limited 04-Mar White Feather Estates Private Limited Became subsidiary of Shimal Healthcare Private Limited 04-Mar-14

48 35.2- Related party Transactions Following transactions were carried out with related parties in the ordinary course of business for the 31st March 2014 Sr. No. Nature of Transactions 1 FINANCING TRANSACTIONS Inter Corporate Loans Taken Name of the Related Party Amount in Rs. Religare Finvest Limited 740,000,000 4,288,000,000 Northgate Capital Asia (India) Limited 18,000,000 Religare Aviation Limited - 445,000,000 Religare Technologies Limited - 2,815,000,000 RHC Holding Pvt. Limited (formerly Solaris 6,490,000, ,000,000 Finance Pvt. Ltd.) Religare Share Brokers Limited 15,000,000 - Religare Comtrade Limited 920,000,000 - Inter Corporate Loans Taken Total 8,165,000,000 8,119,000,000 Inter Corporate Loans Repaid Religare Finvest Limited 740,000,000 4,288,000,000 Religare Investment Advisors Limited - 9,972,700 Religare Aviation Limited - 1,184,999,991 Northgate Capital Asia (India) Limited 7,617,542 11,382,462 Religare Technologies Limited - 3,392,499,992 RHC Holding Pvt. Limited (formerly Solaris 6,490,000, ,546,099 Finance Pvt. Ltd.) Religare Comtrade Limited 920,000,000 - Inter Corporate Loans Repaid Total 8,157,617,542 9,486,401,244 2 INVESTMENTS TRANSACTIONS Investment in Equity Shares/ Bonds/ Debentures Religare Capital Markets International 3,118,325,725 8,192,250,274 (Mauritius) Ltd Ligare Voyages Limited - 900,000,000 Investment in Equity Shares/Bonds Total 3,118,325,725 9,092,250,274 Sale of Bond/Redemption of shares RHC Holding Pvt. Limited (formerly Solaris - 7,146,083,836 Finance Pvt. Ltd.) Ligare Voyages Limited 900,000,000 - Sale of Bond/Redemption of shares Total 900,000,000 7,146,083,836 Alloment of Preference Shares RHC Holding Pvt. Limited (formerly Solaris 960,000,000 8,710,000,000 Finance Pvt. Ltd.) Religare Enterprises Limited 806,000,000 8,100,000,000 Alloment of Preference Shares Total 1,766,000,000 16,810,000,000 Corporate Guarantee (for Loan facility USD 90 million, amount outstanding ) Corporate Guarantee (for Loan facility USD 90 million, amount outstanding ) Religare Capital Markets International (UK) Ltd - 362,641, ,641,666

49 Sr. No. Nature of Transactions 3 OTHER RECEIPTS AND PAYMENTS Support Service income Name of the Related Party Amount in Rs. Religare Capital Markets (Europe) Limited 1,994,897 4,634,147 Religare Capital Markets (Hong Kong) Limited 16,491,349 16,378,015 Religare Capital Markets (Singapore) Pte 1,908,865 2,148,305 Limited. Religare Capital Markets Corporate Finance Pte 5,076,977 1,774,868 Limited Support Service income Total 25,472,087 24,935,335 Purchase of Fixed Asset Religare Finvest Limited - 356,729 Purchase of Fixed Asset Total - 356,729 Sale/Transfer of Fixed Asset Finserve Shared Services Limited (Formerly known as Religare Corporate Services Limited) 487,021 53,176 Religare Commodities Limited 4,613 10,000 Religare Securities Limited 30,994 - Religare Finvest Limited 639,529 - RGAM Investment Advisers Private Limited 3,526 - Sale/Transfer of Fixed Asset Total 1,165,683 63,176 Repaid to other companies against staff Loan / Advances to group employees Total Reimbursement of Advance for Health Insurance Premium to Other Companies Reimbursement of Advance for Health Insurance Premium to Other Companies Total - - Religare Enterprises Limited - 2,015,860 Religare Health Insurance Company Limited 2,478,399-2,478,399 2,015,860 4 INCOME Interest Income on Investments in Debentures/Bonds Total Brokerage Earned/Income - - Religare Asset Management Company Private 1,141, ,397 Limited Aegon Religare Life Insurance Co Limited 1,765,826 1,917,481 Brokerage Earned/ Income Total 2,907,328 2,560,878 Corporate Advisory and Other Income Super Religare Laboratories Limited - 18,503,244 RHC Holding Pvt. Limited (formerly Solaris - 5,753 Finance Pvt. Ltd.) Religare Capital Markets Inc ,579 Religare Finvest Limited 9,134,000 8,441,754 Fortis Healthcare International Pte. Limited 324,726,316 - Fortis Healthcare Limited 148,462,067 - Corporate Advisory and Other Income Total 482,322,383 27,349,330 Expense Reimbursement By other Companies Religare Enterprises Limited ,447 Religare Securities Limited 103, ,466 Religare Finvest Limited 79,748 9,089,349 Religare Commodities Limited 3,825 6,406 REL Infrafacilities Limited (formerly Religare 77, ,537 Realty Limited) Finserve Shared Services Limited (Formerly known as Religare Corporate Services Limited) 2,620,647 7,467,005 Religare Arts Initiative Limited Religare Bullion Limited - 63 Religare Housing Development Finance - 63 Corporation Limited Religare Investment Advisors Limited ,914 Religare Capital Markets(Europe) Limited Religare Capital Markets (Singapore) Pte. 59,934 - Limited Religare Health Insurance Company Ltd 39,341 - Religare Venture Capital Limited 4,303 - Fortis Healthcare Limited 2,432,074 - Fortis Healthcare International Pte. Limited 4,358,097 - Expense Reimbursement By other Companies Total 9,781,853 17,234,845

50 Sr. No. Nature of Transactions Name of the Related Party Amount in Rs. 5 EXPENSES Interest Expense on Inter Corporate Deposits Interest Expense on Inter Corporate Deposits Total Religare Finvest Limited 2,427,944 4,612,328 RHC Holding Pvt. Limited (formerly Solaris 1,223,514 14,210,365 Finance Pvt. Ltd.) Religare Aviation Limited - 26,852,585 Northgate Capital Asia (India) Limited 414,133 1,891,329 Religare Investment Advisors Limited - 303,988 Religare Technologies Limited - 31,707,626 Religare Share Brokers Limited 1,169,693 Religare Comtrade Limited 5,480,616 10,715,900 79,578,222 Remuneration to Key Managerial Personnel 143,265, ,554,450 Remuneration to Key Managerial Personnel Total 143,265, ,554,450 Lease Rental Expenses Religare Finvest Limited 1,046,676 2,742,639 Finserve Shared Services Limited (Formerly known as Religare Corporate Services Limited) - (102,228) Religare Investment Advisors Limited - (161,914) Lease Rental Expenses Total 1,046,676 2,478,497 Commission Paid/Brokerage paid Religare Securities Limited - 2,781,320 Commission Paid/Brokerage paid Total - 2,781,320 Support Service Expenses Finserve Shared Services Limited (Formerly known as Religare Corporate Services Limited) 39,104,944 47,941,540 Religare Securities Limited - 3,013,149 Religare Capital Markets (Singapore) Pte 1,145,437 3,028,057 Limited. Support Service Expenses Total 40,250,381 53,982,746 OTHERS Annual Maintenance Charges etc. Travelling Expense Paid Branding Expenses REL Infrafacilities Limited 28, ,224 Ligare Travels Limited 9,164,501 6,596,464 RHC Holding Private Limited 4,000,000 4,000,000 Depository Charges Religare Securities Limited 35,873 14,234 Other Total 13,229,332 11,481,689 Expense Reimbursement to other Companies Religare Enterprises Limited 7,574,615 2,546,752 Religare Finvest Limited 45,131 2,167,091 Religare Securities Limited 10,659, ,120 Religare Commodities Limited 12,523 28,267 REL Infrafacilities Limited (formerly Religare 4,279,491 2,358,914 Realty Limited) Religare Housing Development Finance - 6,090 Corporation Limited Religare Technologies Ltd 89,006 - Religare Health Insurance Company Ltd 1,610,623 - Finserve Shared Services Limited (Formerly known as Religare Corporate Services Limited) 2,031, ,000 Religare Capital Markets (Singapore) Pte. 3,067,708 - Limited Religare Capital Markets Corporate Finance Pte 1,084,113 - Limited Religare Capital Markets (Hong Kong) Limited 1,111,951 - Religare Capital Markets(Europe) Limited 33,693 - Religare Capital Markets Inc. 1,685 - Expense Reimbursement to other Companies Total 31,601,717 8,295,235

51 Sr. No. Nature of Transactions OUTSTANDING BALANCES AS ON MARCH 31, 2014 Name of the Related Party Amount in Rs. 6 PAYABLES Unsecured Loans Northgate Capital Asia (India) Limited - 17,617,538 RHC Holding Pvt. Limited (formerly Solaris - 3,453,901 Finance Pvt. Ltd.) Religare Share Brokers Limited 15,000,000 - Unsecured Loans Total 15,000,000 21,071,439 Interest Payable on Unsecured Loan Northgate Capital Asia (India) Limited - 556,343 RHC Holding Pvt. Limited (formerly Solaris - 639,486 Finance Pvt. Ltd.) Religare Share Brokers Limited 1,052,725 - Interest Payable on Unsecured Loan Total 1,052,725 1,195,829 Other Payables Religare Enterprises Limited 76,232 - REL Infrafacilities Limited (formerly Religare 852, ,318 Religare Macquarie Wealth Management - 8,253 Limited Religare Health Insurance Company Limited Religare Capital Markets (Hong Kong) Limited 833, ,280 Religare Capital Markets (Singapore) Pte 1,315,989 3,047,775 Limited. RHC Holding Private Limited - 4,044,960 Religare Investment Advisors Limited 3,238 6,476 Religare Arts Initiative Limited - 24 Religare Capital Markets (Europe) Limited 33,693 - Religare Commodities Limited 3,390 - Other Payables Total 3,043,032 7,693,290 Security Deposits Payable REL Infrafacilities Limited (formerly Religare 229, ,785 Realty Limited) Religare Macquarie Wealth Management - 45,500 Limited Security Deposits Payable Total 229, ,285 7 RECEIVABLES Other Receivables Religare Finvest Limited 204,696 1,925,095 Religare Commodities Limited - 104,980 Religare Enterprises Limited - 102,224 Finserve Shared Services Limited (Formerly known as Religare Corporate Services Limited) 424,465 4,759,902 Religare Securities Limited 861,075 41,340 Religare Capital Markets (Europe) Limited 286,435 4,907,422 Religare Capital Markets (Hong Kong) Limited 1,635,994 17,197,840 Religare Capital Markets (Singapore) Pte 928,026 2,694,855 Limited. Religare Capital Markets Corporate Finance Pte 330,782 2,594,693 Lim Religare Venture Capital Limited 2, ,579 Religare Health Insurance Company Limited 24,662 - Religare Finance Limited Receivables Total 4,699,042 34,726,929 List of Key Management Personnel Sl. No. Name 1 Mr. Vipul Sanghvi 2 Mr. Ankush Pitale 3 Mr. Gautam Trivedi 4 Mr. Anupam Pareek 5 Mr. Rohit Gulati 6 Mr. Siddarth Teli 7 Mr. Prasanna Chandwaskar

52 Disclosure as per Accounting Standard 16 on Borrowing Costs: The amount of Borrowing costs capitalized during the year is Nil (Previous Year: Nil) Disclosure of Transaction as required by Accounting Standard 19 on Leases: The Company has taken premises on various locations on operating lease and the lease rent in respect of the same has been charged under Rent in Note 42 of the Statement of Profit and Loss Account. The Agreements are executed for a period ranging from 1 to 5 years. There are no transactions in the nature of sub lease. The minimum lease rentals for non cancellable leases outstanding as on 31-March-14, are as under: (Rs.) Minimum Lease Rental Within 1 year 19,358,657 34,860,869 Later than 1 year but not more than 5 Year - 75,615,827 Other Notes a) The Company is registered with SEBI as a Category I Merchant Banker. b) The Company has been granted certificate as a Trading and Self Clearing Member of Capital Market and Futures and Options Segment of National Stock Exchange of India (NSE) and Trading member of Capital Market Segment of Bombay Stock Exchange Limited (BSE). The Company has registered under SEBI as trading cum clearing member of Currency derivative segment of NSE. The Company has also applied for registration as Custodian of Securities under SEBI (Custodian of Securities) Regulations, 1996, which is pending. During the financial year under review, RCML has obtained the SEBI Registrations as Trading and Self Clearing Member of Equity Derivative Segment of BSE Limited. Further, RCML has also filed applications with NSE and SEBI for surrendering the SEBI Registrations as Trading and Clearing Member of Currency Derivative Segment of NSE. The same has been approved by NSE and final approval from SEBI is awaited. c) There are no transactions with Micro, Small and Medium Enterprises during the year ended and as such there is no balance outstanding as at d) Religare Enterprises Limited (REL)[the Holding Company] has consented to infuse additional capital in Religare Capital Markets Limited (RCML) [the Company], in the eventuality of a liquidity requirement by RCML and its subsidiaries to discharge its outstanding borrowings (net of realizable value of securities) as of September 30, The said outstanding borrowings should cover subsequent refinancing by any other lender. The additional capital infusion is restricted to a maximum limit of Rs. 11,198,324,647. The aforesaid commitment is subject to compliance with terms of the tripartite agreement between the Company, REL and RHC Private Limited, a promoter group company. The said capital commitment has been disclosed under the item of contingent liability in REL Notes to Accounts. Since than REL has injected a total of Rs 8,596,000,000 (FY Rs. 8,100,000,000) and (FY Rs 806,000,000), hence the outstanding as at end of is Rs 2,292,324,647. e) With effect from October 1, 2011, the Company has entered into a services agreement with Religare Corporate Services Limited to provide Support Services in the areas of Administration, Branding, Finance and Accounting, HR, Information technology, Legal and Compliance and Corporate and Secretarial affairs, Customer Support Services, etc. The services fee is a combination of a fixed fee and an agreed percentage of the revenue generated (subject to a cap of 30% growth year on year) by the company. The charge allocated during the year April 1, 2013 to March 31, 2014 is Rs. 39,104,944 (Previous Year Rs. 47,941,540). f) During previous year ended, the loss on sale of assets was on account of shifting of office from one leased premises to other. The premises vacated by the Company had furniture and fittings installed for its day to day running which either could not be moved or would have resulted in alteration to the condition of the office. In order to hand over the premises on time without any rental penalty and also to save cost of all repair works to restore to original condition, it was agreed with landlord to handover the premises on as-is-where-is-basis at a total consideration of Rs 1,500,000/- (Rupees Fifteen Lacs only) inclusive of all-applicable taxes, duties and surcharge. The loss on sale was acknowledged after adjusting the consideration received from Net Book Value of Assets transferred.

53 g) Error Trade on February 1, 2013 On February 1, 2013, a dealer at RCML, using the Basket Trading Module in the Nest Trader Trading Execution Application had placed a sell NIFTY basket order worth Rs. 5 Crores. The dealer created the order as per client s specific instruction that two stocks viz., Sesa Goa Limited and Bajaj Auto Limited should be removed from the NIFTY basket of 50 stocks and the weights rebalanced among the remaining 48 scrips. While executing the order, due to software malfunction, trades were executed only in 2 stocks (as against 48 stocks). This resulted in an erroneous sale of 4,698,390 shares of Tata Motors Limited and 106,706 shares of Ultra Tech Limited. In order to fulfil its obligations for the pay-in of the securities (arise due to the said erroneous sale), as per schedule of NSE, RCML borrowed shares of Tata Motors Limited and Ultra Tech Cements Limited through Stock Lending and Borrowing mechanism of NSE and delivered the same on the settlement date, except for 922,145 shares of Tata Motors Limited, which could not be borrowed and were settled through the auction trading mechanism of NSE. RCML had filed an application with NSE for annulment of trades. However, the same was rejected by NSE vide its order dated May 03, RCML filed an appeal before the Hon ble Securities Appellate Tribunal (SAT) against the order of NSE and on September 30, 2013, Hon ble SAT passed an order quashing NSE s order and directed NSE to pass fresh order on merits after giving an opportunity of hearing to RCML. Accordingly, NSE gave an opportunity of personal hearing to RCML on February 20, 2014 and NSE s decision is awaited Previous Year Figures The financial statements for the year ended 31 March 2013 had been prepared as per the notification of Revised Schedule VI under the Companies Act, There is no other additional material information required to be disclosed pursuant to the provisions of the Companies Act, 1956, Companies (Accounting Standards) Rule, 2006, and other applicable enactments, rules, circulars, notifications, orders etc. The Notes are an integral part of the Financial Statements Signature to Note no. 1 to 40 forming part of Financial Statements For and on behalf of the Board of Directors For S.S. Kothari Mehta & Co. Firm Registration Number: N Chartered Accountants K.K. Tulshan SHACHINDRA NATH ANIL SAXENA Partner Director Director Membership Number: (DIN: ) (DIN: ) DAVINDER NARANG Director - Finance SATISH KUMAR NIRANKAR Company Secretary Place : New Delhi Place : New Delhi Date : Date :