PDF

2014-2015
Contents
• Company Information 2-5
• Leadership Speak
Message from Chairman and Managing Director 8
Message from Group Chief Executive Officer 9
• Our Businesses
Lending 14
Capital Markets and Wealth Management 15
Asset Management 16
Insurance 17
• Governance and Leadership 18-27
• Awards and Recognitions 28-31
• Financial Declaration
Directors’ Report 34-64
Management Discussion and Analysis 65-81
Report on Corporate Governance 82-107
• Consolidated Financials
Auditor’s Report 110-126
Balance Sheet 127
Profit and Loss Account 128
Cash Flow Statement 129-130
Schedules forming part of the Balance Sheet and Profit & Loss Account 131-216
FORM AOC - 1 217-221
• Standalone Financials
Auditor’s Report 224-227
Balance Sheet 128
Profit and Loss Account 129
Cash Flow Statement 230-231
Schedules forming part of the Balance Sheet and Profit & Loss Account 232-275
Annual Report 2015 1

2 Religare Enterprises Limited
Company Information
Noida Corporate Office Facility
A View of the Reception -

Religare House - Saket, New Delhi
Religare House - Saket, New Delhi

Company Information
BOARD OF DIRECTORS : Mr. Sunil Godhwani (Chairman & Managing Director)

Mr. Arun Ramanathan (Independent Director)
Mr. A C Mahajan (Independent Director)
Mr. Deepak Ramchand Sabnani (Independent Director)
Mr. Harpal Singh (Director)
Mr. Monish K Dutt (IFC Nominee Director)
Mr. Padam Bahl (Independent Director)
Mr. R. K. Shetty (Independent Director)
Mr. Ravi Mehrotra (Director)
Mrs. Sangeeta Talwar (Independent Director)
Mr. Virendra Kumar Madan (Director)
COMPANY SECRETARY : Mr. Mohit Maheshwari

REGISTERED OFFICE : D3, P3B, District Centre, Saket, New Delhi -110017
CIN NO : L74899DL1984PLC146935
Phone : +91-11-39125000
Fax No. : +91-11-39126117
E-mail : [email protected]
Website : www.religare.com
BANKERS TO THE COMPANY : HDFC Bank Limited

Axis Bank Limited
Punjab National Bank
Standard Chartered Bank
AUDITORS : Price Waterhouse, Chartered Accountants

252, Veer Savarkar Marg,
Opp. Shivaji Park,
Dadar (West),
Mumbai-400 028
REGISTRAR & SHARE : Karvy Computershare Private Limited

TRANSFER AGENT : Karvy Selenium Tower B,
Plot 31-32, Gachibowli, Financial District,
Nanakramguda, Hyderabad - 500032

Message from the Chairman and Managing Director
Dear Shareholders,
The economic mood of the country has seen some swings during
FY15. Coming off a challenging year, the year started with hope
and optimism, which intensified after the General Elections provided
a decisive outcome. Some of the optimism has since petered out:
there is evidently some disenchantment because outcomes are not
being delivered at the pace that many had hoped. While the short-
term fixation on numbers in some sections will cause swings from
time to time, at Religare we believe that the nation is currently going
through a phase that will set the stage for sustained, consistent
and broad-based growth over a multi-decade period. This journey
will take India closer to attaining developed country status in the
times to come, creating once-in-a-lifetime opportunities for many
businesses. In particular, the financial services sector is poised for
remarkable growth – it is as much an enabler of economic growth
as it is a beneficiary, and will have a central role to play in the
nation’s development over the coming years and decades.
In the year gone by, we chose to focus on growing our businesses
rather than get distracted by macro-economic variables or
variations in the mood. This focus has helped us deliver growth
across all our businesses, resulting in 21% growth in consolidated
revenue in FY15 over the earlier year and turning the corner from a
loss to profitability on a consolidated basis, while we continued to
strengthen the businesses for the longer term.
In our SME-focussed Lending Business, we had been circumspect
about the credit environment and therefore held the balance sheet
flat through FY13 and FY14. Our prudence has stood us in good
stead and allowed us to grow the balance sheet substantially in
FY15 while maintaining a high quality portfolio. Concurrently, we
have been scaling up our affordable housing finance business in a calibrated manner. Today this business is small in comparison to our
SME-focussed Lending Business, but the expansion of the economy and consequent percolation of its benefits through society will result
in enormous demand for affordable housing in the medium term, and it follows that specialist financiers will be called upon to finance the
acquisition of these houses. This business is one of our growth engines for the future.
The year saw some buoyancy return to the equity markets and our Capital Markets businesses – both retail and institutional – have benefitted
from a revival of interest in the market. Our Wealth Management business grew its assets under advice by nearly half during the year, thanks
to the superior solution design skills that the business has developed.
Our domestic asset management business and our global alternative asset management business have both been successful in growing
their assets under management by raising new funds. Investors have entrusted us with their money purely on the basis of the track record
of delivering superior returns. In the aggregate, the assets under management for Religare globally have grown to over USD 23 billion (`1.41
trillion) squarely pacing us in the league of the large India-based asset managers.
Our Health Insurance business has all the ingredients for sustained growth over a long period of time: low penetration, growing awareness of
health issues, greater access to treatment and the rising cost of healthcare that customers need to protect themselves against. The business
is scaling up rapidly, not just riding the tailwinds, but taking the lead in designing innovative products to blaze its own trail. We undertook
a strategic review of our Life Insurance joint venture and found that changes in regulations have altered the expected return profile of the
business in its current form such that they no longer meet our return expectations. Based on this assessment, we have expressed our desire
to exit the venture. Religare’s investment in this joint venture has been protected all along and we will therefore exit the venture with a profit.
We have made the most of the improvement in the environment and created opportunities for ourselves in FY15. The stage is getting set for
multi-decade growth and we are well positioned for this. Religare will continue to grow with India – and with you – every day.
With best wishes,
(Sunil Godhwani)

Message from the Group Chief Executive Officer
Dear Shareholders,
Through the lens of the market, FY15 comes across as a year of lost
opportunities, but our belief is that in hindsight it will prove to be an
inflection year for the Indian economy. The GDP growth trajectory
has finally changed and is showing signs of accelerating, although
performance is yet to reach potential. Most macro-economic
indicators have gradually turned positive – inflation was brought
under control which provided headroom for three rate cuts in the
first four months of 2015, the fiscal deficit has been contained and
there has been a reduction in the current account deficit – while key
external variables have been benign – particularly oil and commodity
prices. For those that were willing to look hard, there were many
opportunities. Religare has seized all opportunities and turned
this into an inflection year for itself – one of growth with a return to
profitability.
Religare Finvest Limited (RFL), which runs our SME-focussed
Lending business, grew its loan book by 29% during the year as it
was able to pick the credit of its choice. A key strategic initiative for
the year was reducing the cost of borrowing and RFL has substantial
success to show: the average cost of borrowing has declined from
12.20% in FY14 to 11.76% in FY15. This has enabled RFL to report
16% year-on-year growth in profit before tax against just 7% growth
in revenue. Much of the increase in the lending book size has come
towards the end of the year, creating the base for faster revenue
growth in FY16 with positive ramifications for profitability. RFL’s
subsidiary Religare Housing Development Finance Corporation
Limited (RHDFC) which focuses on financing of affordable housing
has expanded into three more states – Maharashtra, Gujarat and
Madhya Pradesh – per its plans. It is well-poised to benefit from the
impending growth of the affordable housing market resulting from large-scale urbanisation across India.
In the capital markets, the first leg of the improvement came in the form of an increase in institutional activity, followed by high net-worth
individuals entering the market; our Institutional Equities and Wealth Management businesses have been in front of clients to capture this
business. As in the past, retail interest has trailed institutions and HNIs, and our Retail Broking business has geared itself up to participate
in the upswing.
The uptick in the market has translated into greater retail flows for the Mutual Fund industry, particularly in equity funds. Religare Invesco
Mutual Fund has improved its market-share during FY15, with average AUM for the fourth quarter of FY15 at `210 billion, 45% higher than
a year ago. Our alternatives platform, Religare Global Asset Management (RGAM) too has had a very successful year. Landmark Partners
– RGAM’s US-based affiliate that focusses on private equity and real estate secondaries – closed a USD 6 billion fund raise, a testament to
its stellar performance record. RGAM has now become a meaningful contributor to REL’s consolidated profits.
Religare Health Insurance Company Limited (RHICL) completed its second full year of operations and clocked Gross Written Premium of
`2.76 billion during FY15, year-on-year growth of 81%. RHICL has systematically expanded its network, both in terms of distribution (RHICL
now has 46 sales offices across the length and the breadth of the country) and hospital tie-ups (over 1,300 hospitals added for cashless
service taking the tally to 4,409). While the expansion has been rapid, RHICL is utilising capital in the most prudent manner and is the most
efficient standalone health insurance company in India in terms of revenue generated for every rupee of capital invested.
With the improvement in performance of our underlying businesses, we have reported significantly better consolidated performance. Our
consolidated revenue for FY15 was `41.9 billion, growth of 21% year-on-year and consolidated PAT was `1.5 billion as against a reported
loss of `693 million in the earlier year. The consolidated numbers are net of the reported loss in the Health Insurance business, amounting to
`894 million in FY15, which in reality represents part of the initial investment inherent in the insurance business. To that extent, the underlying
performance has been better. For Religare, FY15 has been a year of growth with profitability and has set the direction for future. We look
forward to your continued support in our journey of growth together.
With best wishes,
(Shachindra Nath)

Our Business
Our Structure and Portfolio of Business
Religare Enterprises Limited (REL) is a Core Investment Company that seeds, nurtures and helps build businesses across the
financial services spectrum with the objective of creating equity value for REL. The individual businesses within the Religare
portfolio are operated out of subsidiaries or joint ventures. REL has hand-picked the most distinguished professionals to
manage day-to-day operations and gives the management teams complete independence in running the businesses. On its
part, REL has a four-fold role to play in ensuring the success of the businesses:
• Investing Capital – a key factor of production for any enterprise, and indeed, the raw material for financial services
businesses – in the operating companies
• Ensuring that the Brand and Group Ethos are safeguarded – our portfolio companies carry the Religare brand in their
names and the businesses are required to operate in a manner that upholds the values that Religare stands for
• Determining Governance Structures and Risk Management & Control mechanisms – such that there are checks
and balances at every level and the businesses are safeguarded against undue perils
• Undertaking Performance Management – to ensure that the capital invested is being deployed in a manner that
furthers REL’s ultimate objective
Early in its journey, Religare recognised the merits of building an integrated financial services platform. Our portfolio companies
carry the Religare brand and work cohesively, allowing them to synergistically capture opportunities arising across the financial
services spectrum. Our portfolio companies today operate across four verticals and collectively cover almost every sub-
vertical within financial services:
• Lending: The lending business operates through Religare Finvest Limited, a Non-Banking Finance Company that
focuses on the Small and Medium Enterprises (SME) sector which is the backbone of India’s economy. RFL’s subsidiary
Religare Housing Development Finance Corporation Limited is a Housing Finance Company (HFC) engaged in the
business of providing home loans with a focus on the affordable housing segment.
• Capital Markets & Wealth Management: Retail broking was the first business that Religare commenced, and today,
Religare Securities Limited and Religare Commodities Limited provide retail customers broking services in equities,
commodities and currencies. Religare Capital Markets Limited operates a world-class Institutional Equities and
Investment Banking business that has created a distinct position in India and some key regional markets. Religare
Wealth Management Limited is an open architecture wealth management platform targeting the growing affluence in
the Indian market.

Our Business
• Asset Management: Religare Invesco Asset Management Company Pvt. Ltd., in which Invesco holds 49% equity,
manages the Religare Invesco Mutual Fund, offers Portfolio Management Services and manages offshore funds in
India. Religare Global Asset Management is pursuing the development of a best-in-class alternative investments
platform, using a combination of organic and inorganic initiatives and is now in the process of establishing multiple
alternative asset managers in India.
• Insurance: Religare Health Insurance Company Limited has quickly rolled out its operations leveraging the collective
experience of the Group in financial services and healthcare delivery, developed innovative products to meet the evolving
requirements of a growing market and built a multi-channel distribution model, backed by superior customer service.
This integrated financial services platform provides services across customer segments – institutional, corporate, SME, HNI,
mass affluent, retail and social/rural – and on multiple revenue models – fee-based, balance sheet-led and fiduciary. Diversity
in the portfolio provides balance, reduces volatility and helps minimise risk.
The retail-oriented businesses in Religare’s portfolio today collectively touch the lives of around 1.1 million people. Be it
helping entrepreneurial dreams come to life by funding thousands of small and medium enterprises, providing small investors
access to profitable opportunities in the capital markets, linking agriculturists and traders in the mandis (commodity markets)
of India to global commodity markets, assisting the young and old alike to accumulate savings to achieve their life goals or
providing savings and protection options to deal with the uncertainties of life, the Religare platform has a solution for virtually
every financial need. On the institutional side, Religare has made its presence felt both in India and in key regional markets
within a short period of time. Religare has been empanelled with over 490 institutional investors globally, and given the trend
of investors consolidating their business with fewer brokers that provide distinctive services, we are set to become a dominant
player. Our Global Asset Management platform is one-of-its-kind, straddling developed markets – which have rich investing
experience and skills – and emerging markets – which are set to become the drivers of the global economy.
The Religare platform is uniquely positioned to capture the enormous opportunity in India’s financial services industry.

Lending
SME lending, RFL also provides financing against shares and

securities, both to retail customers and to promoters of listed
companies, ESOP financing and IPO financing (collectively
referred to as Capital Market Lending). As a founding
philosophy, RFL focuses on loans that have enhancement
of productive capacity rather than consumption as their end-
use and undertakes a rigorous credit assessment based on
cash-flow forecasts.
The SME sector is extremely vibrant – many innovations,

particularly in cost-effective product design, originate here
– and is also the crucible of entrepreneurship – many
enterprises that are the torch-bearers of their industries today
trace their roots to the SME sector. This dynamism makes
the SME sector a compelling long-term opportunity and RFL
has therefore committed itself to becoming the financier of
choice for SMEs.
RFL’s subsidiary, Religare Housing Development Finance

Corporation Limited (RHDFC) provides home loans with a
focus on the affordable housing segment. National Housing
Bank estimates a staggering shortage of housing in urban
as well as rural India – 18.8 million and 43.9 million units
respectively – with over 90% of the deficit being in the
Committed to helping realise the dreams of India’s affordable housing segment. RHDFC is gearing up to
entrepreneurs, Religare Finvest Limited is a Non-Banking capitalise on this enormous funding opportunity that will
Financial Company that provides debt capital to power the provide a new avenue of sustained growth.
growth of the Small and Medium Enterprises, the backbone
of India’s economy.
Religare Finvest Limited (RFL) is a Non-Banking Financial Quick Facts

Company (NBFC) that focusses on providing debt capital
to help Small and Medium Enterprises (SMEs) augment • Total balance sheet size of `171.3 billion as on
their productive capacity. The overall growth of the Indian March 31, 2015
economy is inextricably linked with the growth of the SME
sector: research undertaken by CRISIL shows that the SME • Equity cushion to support near-term growth: capital
sector employs around 73 million people (thereby becoming adequacy (CRAR) of 16.2% as on March 31, 2015
the largest employment generator in India after agriculture),
accounts for nearly 45% of India’s manufacturing output and • Top short-term credit rating of ‘A1+’ for an amount of
generates approximately 40% of its exports. Any business `43 billion; credit rating of ‘AA- (stable)’ for long-term
wanting to participate in the broader India opportunity bank loans for an amount of `114 billion, and long
therefore must have the SME sector as a key plank of its term credit rating of ‘AA- (stable)’ for an amount of
strategy. `34 billion from ICRA
RFL supports SMEs by providing debt financing for capacity

creation (“SME-Secured” loans, typically secured by a
mortgage on residential or commercial property) as well
as capacity utilisation (“SME-Unsecured” loans, offered for
enhancing working capital). In addition to the core focus on

Capital Markets & Wealth Management
which offers best-of-breed investment solutions and services,

underpinned by its unique Protection-Growth-Aspiration
(PGA) model. Over the last several years, RWML has been
instrumental in stratifying the Indian wealth management
industry further and creating a new segment between the
top-end of the market (which is dominated by foreign banks)
and the mass market (typically serviced by retail brokers)
and has firmly entrenched itself in this growing space. India
is set to become home to the seventh largest population
of millionaire households in the world within the next three
years; RWML is well-poised to become their trusted advisor.
Religare Capital Markets Limited (RCML) operates our

Institutional Equity Broking and Investment Banking
business. Delivering best-of-breed research and known for
providing top-level corporate access, RCML serves some
of the top global asset managers investing in India and
the region. In addition to stock-specific research, RCML
publishes research on investment strategy and economics
and also produces thematic reports for its clients. Our
Investment Banking unit has carved a niche for itself in the
ECM space and is perhaps the only investment bank from
India that has successfully extended these capabilities to the
region. RCML’s capabilities extend to areas such as mergers
Providing small and large investors access to profitable and acquisitions advisory services, corporate restructuring
opportunities in the capital markets, linking agriculturists and advisory services, public equity offerings, convertible bond
traders in the mandis of India to global commodity markets, offerings, institutional placements and private placements.
assisting corporations in raising capital for their growth or RCML’s investment banking professionals maintain
helping privileged individuals and families preserve and grow relationships with businesses, private equity firms, other
their wealth, Religare has a solution for every need in the financial institutions and high net worth individuals and
Capital Markets and Wealth Management space provide them with corporate finance and investment banking
advice.
Religare Securities Limited (RSL) operates Religare’s Retail
Broking business and provides trading capabilities across all Quick Facts
major exchanges with distribution access to over 950,000
unique customers in 474 towns and cities across the length • Among India’s largest retail broking and
and breadth of India. Although India has a long history of distribution networks: 1,494 points of presence
equity investing and is home to the oldest stock exchange in
with a customer base of over 950,000 clients
as of March 31, 2015; market share of 1.44% in
Asia, penetration of equities in household assets is currently
equity broking and 3.41% in commodities broking
low by global and even regional standards. Similarly,
in FY15
the commodities asset class is under-owned despite
commodities accounting for nearly 45% of India’s GDP. Low
• Over 4,500 Wealth Management clients with
penetration, combined with favourable demographics and assets of `44 billion under management as of
a relatively robust growth outlook translates into a lucrative March 31, 2015
opportunity in the retail broking business, which RSL is well
poised to benefit from. • Institutional Equities business empanelled with
over 490 institutions as of March 31, 2015;
Religare Wealth Management Limited (RWML), now a 100% capital markets presence directly and through
subsidiary of RSL, has created for its discerning high net partnerships across eight countries in Asia
worth clientele, an open-architecture advisory-led platform

Asset Management
hinting at the immense growth potential that the mutual fund

industry has in the second most populous but young economy
of the world. RIAMC, with its consistent performance,
underpinned by a disciplined, process oriented approach to
investing and state-of-the-art infrastructure is well poised to
gain from the expected turnaround in the Indian economy
and huge growth potential that the mutual fund industry has
in India.
Religare Global Asset Management (RGAM) is a multi-

boutique asset management platform that brings together
best-of-breed asset managers in the alternative assets
space. The alternative asset management industry globally
is fragmented with small, highly skilled and experienced
teams managing boutique ventures specialising in specific
asset classes, denying these firms scale and the continuity
that comes with being part of a large institution; RGAM
helps its affiliates overcome these challenges without
losing their identity or distracting from focussing on their
core competencies. After acquiring majority stakes in two
US-based alternative asset managers – Northgate Capital,
a leading manager of global private equity funds of funds,
and Landmark Partners, a private equity and real estate
A disciplined approach to investing is the key to the consistent investment manager that created the ‘Secondaries’ category
performance of Religare Invesco Asset Management Co. – RGAM has commenced expanding its platform organically
Pvt. Ltd. and this has been recognised by investors both in – first by seeding an affiliate that launched the Religare
India and overseas. Religare Global Asset Management Heath Trust, an SGX-listed business trust that manages
has partnered with established alternative asset managers healthcare infrastructure assets, and now by developing
and is seeding new asset managers in complementary asset a series of alternative asset management products for the
classes utilising the strengths of the Religare platform Indian market. As the Indian market structure matures, its
discerning customers will demand sophisticated investment
Religare Invesco Asset Management Co. Pvt. Ltd. (RIAMC) is products; as an early mover in the alternatives space,
a 51:49 partnership between Religare and Invesco, a leading Religare will be at pole position.
global independent investment manager and manages the
Religare Invesco Mutual Fund. With expertise that extends Quick Facts
across equity and fixed income investments, RIAMC offers
a broad range of funds suiting varying investment needs • Average Mutual Fund AUM of `210 billion for the
of both retail and institutional investors. The company also
quarter ended March 31, 2015; over 200,000
active investor folios
serves High Net worth Investors (HNIs) through various
offerings under the Portfolio Management Services (PMS)
• AUM of `3.52 billion in Domestic PMS and
platform and offers Advisory Services to overseas funds for
`30.7 billion of offshore advisory mandates
investment in Indian market strategies. The Indian mutual
under RIAMC as at March 31, 2015
fund industry’s journey over the last two decades has been
a commendable one, with the industry crossing `11.5 trillion • Alternative assets of over USD 20 billion
of average assets under management for the quarter ended collectively under the management of RGAM
March 31, 2015. This translates to approximately 9.5% of affiliates as at March 31, 2015
India’s GDP as against the global average of 37% of GDP,

Insurance
of health issues and easier accessibility of treatment options.

However, financing healthcare expenditure is a looming
challenge: nearly 60% of all healthcare expenditure in India is
‘out-of-pocket’ or self-funded by consumers. With healthcare
costs rising incessantly, consumers will increasingly have to
rely on insurance to pay for medical care, thus setting the
stage for massive growth in the health insurance sector.
RHICL has rapidly made a mark based on its ability to

innovatively design products that address unmet customer
needs and deliver superior customer service as evidenced
by the low grievance rate. As a founding principle, RHICL
has pursued a balanced distribution mix across the
traditional agency channel, alternate channels (including
bancassurance) and direct sales. Corporation Bank and
Union Bank of India, two premier banks with combined
access to over forty million customers, are partners in the
venture since inception with 5% equity each.
For Religare, Health Insurance is a business that offers the
Religare Health Insurance Company Limited (RHICL) has the opportunity to combine its extensive experience in financial
unique ability to combine the group’s experience in financial services with the promoter group’s expertise in preventive
services and healthcare delivery to provide distinctive and palliative healthcare, to reap the benefit of synergies in a
products backed by superior customer service manner that few others can.
Religare Health Insurance Company Limited (RHICL)

commenced commercial operations in July 2012 to become
Quick Facts
the fourth standalone health insurer operating in India.
Traditionally, health insurance has been one of the lines of • As at March 31, 2015, RHICL covered around 2.7
business conducted by general insurance companies in India. million lives through its individual and group health
As the market evolves and the market structure emulates products, and mass insurance schemes
that in the developed world, health insurance is moving
• More than 4,400 hospitals have been enrolled in the
towards becoming a specialised business. Specialist health
preferred provider network for cashless services
insurers are resonating with customers – standalone health
insurers as a group have been consistently gaining market- • RHICL conferred with the ‘Editor’s Choice Award’
share – and the law too has taken note – recent amendments by Finnoviti for ‘Innovation in Product-Care’ and the
to legislation have provided recognition to standalone health ‘Best Health Insurance Company’ Award at the ABP
insurance as a new category of insurers. News – Banking, Financial Services & Insurance
Awards
The healthcare sector in India is experiencing significant
growth driven by rising incidence of diseases due to
increasing longevity and lifestyle factors, growing awareness

Board Members
Mr. Sunil Godhwani

Chairman & Managing Director
Mr. Sunil Godhwani, Chairman and Managing Director, Religare Enterprises Limited, is the driving
force behind the group and its vision. Sunil, with his strong leadership skills, believes in leading
from the front and has nurtured a culture that is entrepreneurial, result-oriented, customer-focused
and based on teamwork. He has given strategic direction to Religare’s growth since his joining
in 2001 and has been a key force in giving birth to Religare’s current shape and form. Prior to
joining Religare, Sunil has had a diverse and wide-ranging experience of over two decades in
managing large scale business ventures. He also serves as Director on the Boards of various group
companies such as SRL Limited, Ligare Voyages Limited, Fortis Healthcare Limited besides other
subsidiaries/ Group companies of Religare.
Sunil is a prominent Industry spokesperson and is an active participant across various platforms such
as the Confederation of Indian Industry (CII) and the Federation of Indian Chambers of Commerce
& Industry (FICCI). He has also been honoured with many awards and accolades globally.
Born and raised in New Delhi, India, Sunil pursued his higher studies internationally. He received
a B.Sc. Degree in Chemical Engineering and an M.Sc. in Industrial Engineering & Finance from
Polytechnic Institute of New York.
Mr. Ravi Mehrotra

Director
Mr. Ravi Mehrotra has over 30 years of experience in the financial services domain both in
India and internationally. Prior to joining Religare, Mr. Mehrotra was associated with PineBridge
Investments (erstwhile AIG Investments) based in Hong Kong where he was the Global Head
of Retail & Intermediary Channels. His career span also includes assignments in India as the
President of Franklin Templeton Asset Management, CIO of Kothari Pioneer Asset Management,
Executive Vice President & Co-founder of Prime Securities and Vice President at Bank of America
in their Investment Banking & Treasury Group.
Mr. Monish Dutt

Nominee Director
Mr. Monish K Dutt is a London Business School alumnus (MBA) and is a qualified chartered
accountant from the United Kingdom.
Mr. Dutt worked with Ernst & Young in London for 4 years. He then joined IFC, a member of the
World Bank Group, where he worked for about 25 years till 2011. He has extensive investment
and advisory experience with IFC in emerging markets in Asia, Eastern Europe, Africa and Latin
America with a focus on private equity funds and financial institutions. During his tenure at the
World Bank and IFC, he held various positions including that of Chief Credit Officer. He is currently
an emerging markets consultant, a Director of Sagicor, a pan-Caribbean Insurance Group, and a
Director of Peak Reinsurance Hong Kong, part of the Fosun Group of China.

Board Members
Mr. Virendra Kumar Madan

Director
Mr. Virendra Kumar Madan holds a B.Com degree from St. Xavier’s College, Kolkata and has
attended the Senior Management Programme at the School of Business Administration, University
of Michigan, Ann Arbour, USA.
He has over four decades of experience in the corporate sector and as an entrepreneur across
diversified sectors including textiles, real estate, hospitality, healthcare and power generation.
Mr. Madan was associated with DCM Limited for 32 years where he rose to become President
and Chief Executive Officer. Among his other assignments, Mr. Madan was President of Magnum
International Trading Company Pvt. Ltd., a conglomerate involved in industrial and economic
projects. He currently also serves as a Director on the boards of Taj Kerala Hotels & Resorts
Limited and Nidra Hospitality Pvt. Ltd.
Mr. Harpal Singh

Director
Mr. Harpal Singh is recognized worldwide as a thinker and speaker on the integration of global
healthcare. He has a diverse and wide-ranging experience of over 35 years in the corporate sector.
Currently he is the Mentor & Chairman Emeritus and a member of the Board of Directors of Fortis
Healthcare Limited and sits on the Boards of Fortis Clinical Research Limited, Religare Enterprises
Limited and SRL Limited. He is also Director of Impact Projects Pvt. Ltd. and Impact Senior Living
Estates Pvt. Ltd. He was Non-Executive Chairman of India’s largest pharmaceutical company,
Ranbaxy Laboratories Limited.
Mr. Singh is and has been associated at the Board level with some of India’s most renowned
schools which include The Doon School, The Scindia School, The Shriram School, The Yadavindra
Public Schools and Salwan Public Schools. He was a member of the National Round Table on
School Education, a member of the Executive Committee and of the Governing Council of Public
Health Foundation of India (PHFI), a member of the Board of the Delhi Red Cross Society, a
member of the Board of Governors of NIIT University, a member of India-UK Round Table and
India-US Strategic dialogue. He is a Trustee of Indian National Association for the Club of Rome.
He is a Member of the Board of Wadhwani Initiative for Sustainable Health (WISH). He is Founder
and Chairman of Nanhi Chhaan Foundation. He was also a member of the Board of Governors of
IIT, Indore. Currently he is the Chairman, Save the Children India and Vice Chair, Save the Children
International, UK.
Mr. Singh is an alumnus of The Doon School and a Graduate (Hons.) in Economics from St.
Stephens College, New Delhi, and has received a B.S. in Economics and a Master’s in Public
Affairs from the California State University at Hayward (CSCH), California, USA.

Board Members
Mr. A C Mahajan
Independent Director
A post graduate in Science, Mr. A C Mahajan has spent over 38 years in India’s banking industry
across various senior positions in India and abroad. He was the Chairman & Managing Director
of Bangalore-based Canara Bank between 2008 and 2010, after working as the Chairman and
Managing Director of Kolkata-based Allahabad Bank from 2006 to 2008. He was earlier Executive
Director at Bank of Baroda and has also served as the Chief Executive of Bank of India’s Japan
operations. After superannuation in 2010, Mr. Mahajan has been on the Boards of several companies
and has also been serving as the Chairman of the Governing Council of the Banking Codes and
Standards Board of India since December 2011.
Mr. Arun Ramanathan

Mr. Arun Ramanathan retired from the Indian Administrative Service as the Union Finance Secretary
in 2009 and has held various key offices in the Central and State governments in Finance, Taxation,
Cooperation, Food & Civil Supplies, Consumer Protection, Transport, Fisheries, Industries and
General Administration.
In the Government of India, at the Joint Secretary level, Mr. Ramanathan was the CEO (Member
Secretary) of the Silk Board, and later, Secretary, Department of Chemicals, Petrochemicals and
Pharma; Secretary, Department of Financial Services; and at the time of his superannuation, the
Union Finance Secretary.
Besides being a Master of Philosophy in Developmental Economics from Cambridge University,

UK, Mr. Ramanathan is also a Master of Business Administration from Madras University and a
Master of Science in Nuclear Physics from Andhra University, Waltair. He is an Associate Member
of the Institute of Cost Accountants of India.
Mr. Ramanathan is a Director in various companies including Equitas Holdings Limited, Equitas
Micro Finance Pvt. Ltd., L&T Infra Debt Fund Limited and L&T FinCorp Limited. In the past, Mr.
Ramanathan has been a Director at Oil and Natural Gas Corporation Limited, ONGC Videsh
Limited, Shipping Corporation of India Limited, Titan Company Limited, Tamil Nadu Petroproducts
Limited, State Bank of India, IDBI Bank Limited, ICICI Bank Limited, IDFC Limited, Life Insurance
Corporation of India, India Infrastructure Finance Company Limited, Jenson & Nicholson (India)
Limited, JCT Electronics Limited, United Stock Exchange of India Limited, Indian Clearing
Corporation Limited and the National Textiles Corporation Limited.
Mr. Ramanathan is also a Member on the India Advisory Council of Daimler (India) Commercial
Vehicles Limited, the Programme Advisory Committee of the Hindustan Latex Family Promotion
Limited, and the Programme Management Board of FINISH, a Society involved in sanitation and
health promoted by the Government of Netherlands.
Mr. Deepak Ramchand Sabnani

Mr. Deepak Ramchand Sabnani is an independent director on REL’s board since April 9, 2007. He
has received training in business from the Caritas Adult Education Centre, Hong Kong. Mr. Sabnani
has been engaged in the business of export and import of goods and has more than 30 years of
work experience.

Board Members
Mr. Padam Bahl

Mr. Padam Bahl holds a Bachelor’s degree in Commerce from the Kurukshetra University and a
Bachelor’s degree in Law from Guru Nanak Dev University, Amritsar. He is a Fellow Member of the
Institute of Chartered Accountants of India. He has also received a Diploma in Information System
Audit from SSI, Amritsar.
Mr. Bahl has been practicing as a Chartered Accountant and an Income Tax Advisor since 1979 and
has more than 35 years of work experience. He was the Chairman of the Northern India Regional
Council, Institute of Chartered Accountants of India, Amritsar Branch for the year 1998-99. He was
also a member of the Income Tax Advisory Committee, Amritsar Chapter during the years 2002-03
and 2003-04.
Mrs. Sangeeta Talwar

In her illustrious career spanning over three decades, Mrs. Sangeeta Talwar has handled several
critical roles and assignments across leading organizations and geographies. She was most
recently the Managing Director of NDDB Dairy Services – a new company she helped establish.
This company was mandated by NDDB and funded by the World Bank to deliver the National Dairy
Plan and usher in the second White Revolution. She spearheaded the design and establishment
of an innovative business model for creating sustainable livelihood for dairy farmers. This novel
concept is being used to set up farmer owned, professionally managed Producer Companies as a
complementary structure to Cooperatives. She set up two such companies with 100,000 farmers
as members.
Prior to that, Mrs. Talwar was the President (South Asia) for Tata Global Beverages Limited. She
has also served as the CEO and Managing Director of Mattel India and Executive Vice President-
Marketing, for Nestle India Limited in her earlier stints.
She has been an architect of several well-known and path breaking campaigns and initiatives such
as ‘Maggi’ for Nestle and ‘Jaago Re’ for Tata Tea. A well-recognized professional over the years,
she was acknowledged as Business Today’s 30 Most Powerful Women in Indian Business (2007,
2009 & 2010) and The India Today Woman in the Corporate World in 2010. She also received the
Women Super Achievers Award for Outstanding Contribution to Social Marketing.
She is now an independent director with a diverse portfolio of companies ranging across financial
services, FMCG, education, IT services & solutions, alternative energy and automobiles. She is
also Managing Partner of Flyvision Consulting, a brand strategy consulting company.
Mr. R.K. Shetty

Mr. Shetty holds a Bachelor’s degree in Engineering from the Basaveshwara Engineering College,
Bagalkot and has completed an Executive Development program from the Jamnalal Bajaj Institute
of Management Studies, Mumbai in Production Planning Control and Financial Management. He
has more than 32 years of work experience and has received the prestigious National Productivity
Award in the year 1992. Mr. Shetty was the President of The Indian Hockey Federation and
Karnataka State Hockey Association and also Vice-President of Karnataka Olympic Association. At
present he is the Chairman of the Indian Hockey Federation and advisor to Karnataka State Hockey
Association.

Leadership Team
Mr. Shachindra Nath

Group CEO
As the Group Chief Executive Officer of Religare Enterprises Limited, Shachindra leads the entire
integrated financial services business of the Religare Group. Religare’s financial services bouquet
spans across Lending, Capital Markets, Wealth Management, Health Insurance and Global and
Domestic Asset Management. As one of the key founding team members at Religare, Shachindra
has been a core pillar of Religare’s successful growth journey in the last 15 years. He joined
Religare in the year 2000.
Under his leadership, Religare has grown from a mono-line broking-led business to a diversified
financial services major and has transitioned into a performance oriented, bottom line focused
organization.
Shachindra is a qualified lawyer and is a rank holder from the Benares Hindu University. A great
motivator and leader, when not at work he loves to read, contribute to columns, travel and spend
time with his family. He is also a member of YPO (Young Presidents’ Organization) Global and an
active member on various FICCI & CII committees.
Mr. Anil Saxena

Group CFO
Mr. Anil Saxena, Group Chief Finance Officer, Religare Enterprises Limited, plays a crucial role
in supervising the operations of Group Treasury, Finance, Accounts and the Risk function for the
organisation. He has played a key role in the organization’s journey integrating various acquisitions
done during the course of its business. Anil has over 24 years of experience in the financial services
industry and has been with Religare for the past 14 years.
Mr. Kamlesh Dangi

Group Chief People Officer
Mr. Kamlesh Dangi as the Group Chief People Officer heads the Group’s human resource
development, administration and facilities departments, information technology department and
the shared services function. He represents the Group in reviewing the performance of various
subsidiaries. In addition, Kamlesh is on the boards of Religare Health Insurance Company Limited,
AEGON Religare Life Insurance Company Limited and Religare Portfolio Managers and Advisors
Pvt. Ltd.
Prior to joining Religare, Kamlesh has worked with ICICI Bank Limited and was handling Wholesale
and International Banking compensation at the group level, HR systems and related portfolios. He
has also spent two years with ICICI Bank in the United Kingdom, setting up operations for the bank.
He has close to 20 years of work experience from various organizations in diverse fields, viz., ICICI
Bank Limited, Shopper’s Stop Limited and Toyo Engineering India Pvt. Ltd., and has been with
Religare since August 2008.
He received a Bachelor’s degree in Commerce from the University of Mumbai and a Management
degree in Human Resources from K.J. Somaiya Institute of Management Studies, Mumbai.

Leadership Team
Mr. Kavi Arora

Managing Director & CEO – Religare Finvest Limited
Mr. Kavi Arora is the Managing Director and Chief Executive Officer of Religare Finvest Limited
(RFL). With a wide array of offerings and a strong credit assessment strategy, RFL is one of the
leading NBFCs in the country focused on the SME Lending business. With more than 21 years
of diverse experience in the financial services space, Kavi has been associated with reputed
companies such as ABN Amro Bank, CitiFinancial, 20th Century Finance and GE Capital prior to
joining Religare in 2008.
His academic qualifications include a Bachelor’s Degree in Commerce, Diploma in Systems

Management and a Master’s Degree in Business Management. He has been recognized for his
outstanding contribution through many accolades and awards during the course of this career.
An avid sportsman and a true philanthropist, he likes to pursue his love for sports and charitable
activities in his leisure time.
Mr. Nitin Jain

Managing Director & CEO – Religare Securities Limited
As the MD & CEO of Religare Securities Limited, Nitin oversees the entire retail capital markets
and commodities businesses. He has been associated with the Religare group for 10 years. Prior
to his current role, he was the President & Chief Operating Officer for Religare Health Insurance
Company Limited, responsible for driving sales, distribution, business development and marketing.
Previously he also headed Religare’s Personal Financial Services (PFS) and Portfolio Management
(PMS) businesses. Before joining Religare, Nitin also worked in the corporate treasury functions of
various large organizations both in India and overseas. He is a qualified Chartered Accountant with
almost 20 years of multi-faceted experience.
Mr. Sriram Iyer

CEO – Religare Wealth Management Limited
Sriram joined Religare Wealth Management Limited (RWML) in April 2010 and carries the
responsibility of managing and leading the Private Wealth business with the objective of taking to a
position of prominence in the Industry. Sriram has led the transition of RWML from a joint venture
to its current form as a fully integrated unit of the Religare platform.
Sriram has over 20 years of experience in the Financial Services industry across NBFCs and
Banks with stints at GE and ABN AMRO Bank. He has held senior leadership positions in these
companies, has managed large and diverse teams across various functions and carries an in-depth
understanding of the Financial Services industry across Wealth Management, Loans and Banking
products. He has successfully steered businesses from a start-up stage to positions of prominence
in each of his previous stints. In his immediate prior assignment, he was the Regional Consumer
Banking Head for ABN AMRO Bank (now the Royal Bank of Scotland) for South and East India.
Sriram completed his MBA with an emphasis in Finance prior to which he qualified as a Structural
Engineer. Sriram is deeply interested in financial inclusion and has sat on the Board of micro-
finance companies advising them on business strategy.

Leadership Team
Mr. Gautam Trivedi

CEO – Religare Capital Markets – India
Gautam Trivedi has over 22 years of experience in the financial industry. He is CEO of Religare
Capital Markets - India. Prior to joining Religare, Gautam worked at Goldman Sachs for seven
years, as Managing Director and Head of Sales in India. He was also a member of the Board of
Directors of Goldman Sachs India Private Limited and worked for Goldman Sachs in Hong Kong
and Mumbai.
Earlier, Gautam has spent five years working in the Corporate Finance team at Reliance Industries
Limited where he worked on several mergers and acquisitions. He has also worked at DSP Merrill
Lynch, CLSA India and Jardine Fleming (Hong Kong). Gautam has an MBA from the University of
Southern California, an LL.B. from the Government Law College, Mumbai and a B.Com. from the
Sydenham College of Commerce & Economics, Mumbai.
Mr. Sutha Kandiah

CEO – Religare Capital Markets – International
Sutha Kandiah is the Chief Executive Officer at Religare Capital Markets – International and has
been with Religare since 2010. He has over 20 years of industry and investment banking experience
primarily in the Asia-Pacific region. Sutha has lived and worked in all major APAC financial centres
– Singapore, Hong Kong, Tokyo and Sydney – during his investment banking career.
Sutha joined Religare from UBS where he was the Co-Head of Equity Capital Markets (ECM)
for Asia and the Co-Head of Investment Banking for Singapore and Malaysia between 2008 and
2010. The UBS ECM business led by Sutha held the no. 1 market share position by deal volume
and deal value during his tenure. Between 2006 and 2008, Sutha was the Head of Equity Capital
Markets for Japan and was based in Tokyo. From 2004 to 2006 he was the Head of Equity Capital
Markets for South East Asia (SEA) and had management and client coverage responsibility for
Singapore, Malaysia, Indonesia, Philippines and Thailand. Prior to his leadership roles in Equity
Capital Markets at UBS, he was part of the Telecom, Media and Technology (TMT) Investment
Banking team in Asia at UBS and was the Head for TMT (SEA) between 2002 and 2003 and was
based in Hong Kong.
Sutha began his career as an Economist with the Australian Treasury and is a Master of Applied
Finance from Macquarie University and a Bachelor of Economics from the Australian National
University.
Mr. Saurabh Nanavati

Managing Director & CEO – Religare Invesco Asset Management Co. Pvt. Ltd.
Mr. Saurabh Nanavati, Managing Director and CEO of Religare Invesco Asset Management, is
responsible for business development, providing strategic inputs, devising business plans, laying
down the policy framework and oversees all functions including investments, operations and sales.
He has over 18 years of experience in fund management, general management, business strategy,
business development and sales, and has been with the group for seven years. Saurabh’s last
assignment was with HDFC Standard Life Insurance Company Limited as the Chief Investment
Officer overseeing policyholders’ and shareholders’ investments as per the mandate across all
asset classes. His earlier assignments include stints with multinational institutions like Deutsche
Asset Management (in India and Singapore), Reuters and HSBC. He is also a Director on the
Board of Association of Mutual Funds of India (AMFI), MF Utilities India Pvt. Ltd. and chairs the
Standing Committee of ARN.

Leadership Team
Mr. Nalin Nayyar

CEO – Religare Global Asset Management
As CEO of a multi-boutique asset manager, Religare Global Asset Management (RGAM), Nalin and
his team are responsible for alignment of interest between RGAM and its affiliates for long-term
sustainable value creation, ensuring that synergies are leveraged across businesses and continue
to build the platform both organically and through acquisitions.
Nalin joined Religare in 2010 as Head of Investment Banking India for Religare Capital Markets
and built a team of coverage and execution bankers with a focus on high growth mid-market
companies across various sectors. Subsequently, he worked with the Group CEO of Religare on
corporate advisory for the firm’s strategic clients. Immediately before Religare, Nalin has worked
with Citigroup where he was a Managing Director responsible for coverage of the Bank’s Industrial
and Infrastructure clients in India. Prior to Citigroup, Nalin was with Lehman Brothers for eight
years, first in London and then in India where he established a beachhead for Lehman’s Investment
Banking business in Mumbai and grew the investment banking team to a strength of 26 bankers.
He has over 22 years of experience in investment banking across the U.S., Europe and Asia.
Nalin started his banking career in New York in 1991 after obtaining a BA from Middlebury College.
He has an MBA from the Anderson Graduate School of Management at UCLA.
Mr. Anuj Gulati

Managing Director & CEO – Religare Health Insurance Company Limited
In his capacity as Managing Director & CEO, Mr. Anuj Gulati has been responsible for setting up this
business and working towards making Religare as one of the dominant players in the Indian Health
Insurance industry. In his last role at ICICI Lombard General Insurance Company Limited, Anuj was
the Director for Services and Business Development. Previously, he has been an entrepreneur and
started his career with Procter & Gamble India Limited.

Awards and Recognitions
Religare Securities Ltd.: ‘Skoch BSE Award For Aspiring

India 2015’ under the category ‘Leveraging Digital and
Technology for Business Growth’
Religare Securities Ltd.: ‘Gold Award’ for ‘the

best integrated marketing campaign for internal
communications’ - Asian Customer Engagement
Forum Awards 2014
Mr. Jayant Manglik, President- Retail

Distribution, Religare Securities Ltd.: ‘Editor’s
Choice Award - Commodities’ - Zee
Business - Best Market Analyst Awards 2014
Religare Commodities Ltd.: ‘Skoch BSE Award

For Aspiring India 2015’ under the category
‘Thought Leadership For Commodity Broking’

Awards and Recognitions
Religare Commodities Ltd.: ‘ASSOCHAM Excellence

Award 2015’ for outstanding contribution to Commodity
Markets
AWARDS FOR EXCELLENCE
Religare Invesco Asset Management Co. Pvt. Ltd.: LIPPER FUND AWARDS 2014
India
‘Lipper Fund Award 2014’ for ‘the Best Fund in the Mid & the Religare Invesco Mid N Small Cap-Growth
Small Cap-Growth Category’. Religare Invesco Asset Management Co. Pvt Ltd
Best Fund over
5 Years
Equity India
Pradeep Lankapalli Lars Asplund

Managing Director Managing Director, Lipper
India & Global Head, Operations Centers
Religare Health Insurance Co. Ltd.: ‘Innovative Social Media

Campaign’ under General Insurance category - The Indian
Insurance Awards 2015
Religare Health Insurance Co. Ltd.: ‘Best Health Insurance

Company Award’ - ABP News BFSI Awards 2015
Religare Health Insurance Co. Ltd.: ‘Rising Star Insurer

Award’ – The Indian Insurance Awards 2014

FINANCIAL
DECLARATION
Directors’ Report
To,
The Members,
Religare Enterprises Limited
Your Directors have pleasure in presenting this 31st Annual Report on the business and operations of the Company together with
Audited Financial Statements for the financial year ended March 31, 2015.
FINANCIAL RESULTS
The highlights of standalone and consolidated financial results of the Company for the Financial Years 2014-15 and 2013-14 are as
under:
STANDALONE CONSOLIDATED
PARTICULARS (` in Million) (` in Million)
2014-15 2013-14 2014-15 2013-14
Total Income 1,145.15 2,771.22 41,873.96 34,717.00
Total Expenditure 2,074.10 3,186.18 37,021.90 32,085.96
Profit / (Loss) Before Exceptional Items and Tax (929.24) (414.96) 4,852.06 2,631.04
Profit / (Loss) After Exceptional Items and Before Tax (929.24) (1,220.96) 4,852.06 1,825.04
Profit / (Loss) After Tax Before Minority Interest and Share in
(1,035.07) (1,294.98) 3,209.86 266.39
Associate
Adjustment: Share of Profit Transferred to Minority - - (1,675.20) (962.93)
Share of Profit in Associates (Net) - - 3.28 3.60
Profit / (Loss) After Minority Interest and Share in Associate (1,035.07) (1,294.98) 1,537.94 (692.94)
(i) Consolidated Results
We recorded a ‘Profit After Exceptional Items and Before Tax' of `4,852.06 million, for Financial Year 2014-2015 as compared to
'Profit After Exceptional Items and Before Tax' of `1,825.04 million for Financial Year 2013-2014. 'Profit After Tax, Minority Interest and
Share in Associates' was `1,537.94 million for Financial Year 2014-2015 as compared to 'Loss After Tax, Minority Interest and Share
in Associates' of `692.94 million for Financial Year 2013-2014. Consequently basic earnings per share increased to `8.56 in Financial
Year 2014-2015 from `(5.20) in Financial Year 2013-2014.
(ii) Standalone Results
We recorded a ‘Loss After Exceptional Items and Before Tax' of `929.24 million, for Financial Year 2014-2015 as compared to
`1,220.96 million for Financial Year 2013-2014. 'Loss After Tax' was `1,035.07 million for Financial Year 2014-2015 as compared to
`1,294.98 million for Financial Year 2013-2014. Consequently basic earnings per share increased to `(6.15) in Financial Year 2014-
2015 from `(9.22) in Financial Year 2013-2014. Total expenditure is lower in financial year 2014-15 due to decrease in borrowing
costs.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management's Discussion and Analysis Report for the year under review detailing economic scenario and outlook, as stipulated
under Clause 49 of the Listing Agreement with the Stock Exchanges, is presented in a separate section and forms integral part of
this Report.
DIVIDEND
In view of the losses and the future expansion plans of the Company, the Board of Directors decided not to recommend any Dividend
for the financial year ended March 31, 2015.

SUBSIDIARIES
As at March 31, 2015, your Company has 52 direct and indirect subsidiaries. In terms of Section 2(6) of the Companies Act, 2013
(“Act”), the Company has one associate. During the year under review, there have been no material changes in the business of
the subsidiaries. In terms of Section 129(3) of the Act, Company has prepared a statement containing the salient features of the
Financial Statement of our subsidiaries and associates in the prescribed format AOC-1 which is attached to the Consolidated Financial
Statements of the Company. The said statement contains a report on the performance and financial position of each of the subsidiaries
and associate and hence is not repeated here for the sake of brevity. Further, the details of major subsidiaries of the Company and
their business operations during the year under review are covered in the Management's Discussion and Analysis Report.
During the year under review, the following companies ceased to be subsidiaries of the Company:
1. Religare Advisory Services Limited (by sale)
2. Religare Capital Markets (Beijing) Limited (by liquidation)
Further, the following companies have become subsidiaries/associates of our subsidiaries during the year under review:
1. YourNest Capital Advisors Private Limited - RGAM Investment Advisers Private Limited, a wholly owned
subsidiary of the Company, has acquired 26% equity stake in YourNest Capital Advisors Private Limited.
2. Religare Heal Fund Advisors LLP - RGAM Investment Advisers Private Limited and Religare Venture
Capital Limited are the Partners in the LLP with 99% and 1% capital contribution, respectively
In terms of the tripartite agreement between the Company, Religare Capital Markets Limited (“RCML”, a subsidiary of the
Company) and RHC Holding Private Limited ("RHCPL"), severe long term restrictions have been imposed on RCML.
The financial statements of RCML and its subsidiaries have been excluded from the consolidated financial statements of
the Company w.e.f. October 01, 2011, in accordance with Para 11(b) of AS - 21 – ‘Consolidated Financial Statements’,
(“AS-21”) and the investment held by the 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’.
Therefore, the Consolidated Financial Statements presented by your Company, pursuant to AS-21 issued by the Institute of Chartered
Accountants of India, includes financial information of all its subsidiaries, excluding RCML and its subsidiaries, duly audited by the
Statutory Auditors and the same is published in your Company's Annual Report.
MAJOR EVENTS
• Strategic review of the Life Insurance JV
The Company carried out a strategic review of the business of its joint venture, AEGON Religare Life Insurance Company
Limited (ARLIC), based on which the Company communicated to its joint venture partners, its intention to exit the joint venture.
On May 8, 2015, the Company has entered into a definitive agreement with Bennett, Coleman & Co. Limited, (BCCL, one
of the partners in the joint venture) for sale of the Company’s entire shareholding in ARLIC to BCCL, subject to regulatory
approvals. Until the approval is received and the sale is consummated, the Company continues to remain a partner in the
business. The Company’s investment in the JV is protected along with a minimum return and as such the Company expects
to exit the JV with a profit on its investment.
• Redemption of Preference Shares

On June 2, 2014 the Company redeemed 31,100,000 preference shares held by RHC Finance Private Limited and RHC
Holding Private Limited, companies that are part of the Promoter Group. Total redemption amount of the said preference
shares was `4,342.7 million. Preference shares were redeemed out of the funds raised through preferential allotment of Equity
Shares by the Company.

EQUITY SHARE CAPITAL
During the financial year ended March 31, 2015 :
• On May 6, 2014, your Company has allotted 12,817,331 Equity Shares to International Finance Corporation (“IFC”) pursuant
to conversion of 4,048,354 Compulsory Convertible Debentures (“CCD”) of face value of `1,000/- each. CCDs were allotted
to IFC on November 7, 2012 with the conversion price set at `315.85 per equity share in accordance with provisions of SEBI
(Issue of Capital and Disclosure Requirements) Regulations, 2009.
• On May 22, 2014, your Company has allotted 8,554,833 Equity Shares to Bestest Developers Private Limited and 7,349,385
Equity Shares to Standard Chartered Bank (Mauritius) Limited, a Foreign Institutional Investor, at an issue price of `316.78/-
per share in accordance with provisions of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009
Consequently, the issued, subscribed and paid up equity share capital as on March 31, 2015 is `1,783.30 million consisting of
178,329,808 equity shares of `10/- each.
NON-CONVERTIBLE DEBENTURES
During the year under review, your Company made an early redemption of the following debentures along with interest thereon to the
debenture holders:
• 1,500, 10.5% Secured Redeemable Non-Convertible Debentures of face value of `1,000,000/- each aggregating to `1,500
million.
• 4,750, Zero Coupon Secured Redeemable Non-Convertible Debentures of face value of `1,000,000/- each aggregating to
`4,750 million redeemed at premium of `113,109.59/- per Debenture.
PUBLIC DEPOSITS
Your Company has neither invited nor accepted any deposits from public within the meaning of Section 73 of the Companies Act, 2013
read with Companies (Acceptance of Deposits) Rules 2014 during the period under review.
EXTRACT OF ANNUAL RETURN
An extract of the Annual Return in Form No. MGT 9 is presented in a separate section and is annexed herewith as “Annexure A” to
this report.
CORE INVESTMENT COMPANY
Your Company has received a Certificate of Registration as a Non-Deposit Taking Systemically Important Core Investment Company
(“CIC-ND-SI”) vide Certificate No. N-14.03222 dated June 03, 2014 issued by the Reserve Bank of India (“RBI”)1.
Previously, the Company was registered as a Non-Deposit Taking Systemically Important Non-Banking Financial Company (“NBFC-
ND-SI”) vide Certificate No. N-14.03222 dated June 18, 2010 issued by RBI.
CAPITAL ADEQUACY
Your Company is a CIC-ND-SI and primarily functions as an investment holding company with more than 90% of its total assets
consisting of investments in shares of subsidiary companies/ joint venture companies.
1. RBI Disclaimer: (a) Reserve Bank of India does not accept any responsibility or guarantee about the present position as to the financial soundness of the
company or for the correctness of any of the statements or representations made or opinions expressed by the company and for discharge of liability by the
company; (b) Neither is there any provision in law to keep, nor does the company keep any part of the deposits with the Reserve Bank and by issuing the
Certificate of Registration to the company, the Reserve Bank neither accepts any responsibility nor guarantee for the payment of the public funds to any person/
body corporate.

As a CIC-ND-SI, the Company is required to –
a. maintain minimum Adjusted Net Worth of 30% of its aggregate risk weighted assets on balance sheet and risk adjusted value
of off-balance sheet items as on the date of the last audited balance sheet as at the end of the financial year; and
b. restrict the outside liabilities up to 2.5 times of its Adjusted Net Worth as on the date of the last audited balance sheet as at the
end of the financial year.
The Company is in compliance with the abovementioned requirements as at March 31, 2015.
RELIGARE EMPLOYEES STOCK OPTION SCHEMES – 2006, 2010 & 2012
Nomination and Remuneration Committee of the Board of Directors of the Company, inter alia, administers and monitors the Employees’
Stock Option Schemes of the Company in accordance with the Securities and Exchange Board of India (Share Based Employee
Benefits) Regulations, 2014 (erstwhile Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock
Purchase Scheme) Guidelines, 1999) (‘the SEBI Guidelines’). Details as required under the SEBI Guidelines, for Religare Enterprises
Limited Employees Stock Option Scheme, 2006, Religare Employees Stock Option Scheme 2010 and Religare Employees Stock
Option Scheme, 2012 have been uploaded on the website of the Company and can be accessed through the link http://www.religare.
com/Employee-Stock-Option-Schemes.aspx. There is no material change in the ESOP schemes of the Company during the year.
Certificate from Auditors confirming that schemes have been implemented in accordance with the SEBI Guidelines will be placed at
the forthcoming Annual General Meeting of the Company for inspection by the members.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
As per section 152 of the Act, Mr. Virendra Madan retires by rotation and further being eligible, offers himself for re-appointment at
the ensuing Annual General Meeting. The Nomination and Remuneration Committee and Board of Directors recommend his re-
appointment.
The brief resume and other details relating to the directors, who are to be appointed/ re-appointed as stipulated under Clause 49(IV)
(G) of the Listing Agreement & Secretarial Standard issued by ICSI are furnished in the Notice of Annual General Meeting forming
part of the Annual Report.
All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of
the Act and Clause 49 of the Listing Agreement.
During the year under review, Mr. Mohit Maheshwari has been appointed as Company Secretary of the Company w.e.f May 30, 2014.
Mr. Shachindra Nath, Group CEO and Mr. Anil Saxena, Group CFO have also been designated as Key Managerial Personnel u/s 203
of the Act w.e.f April 1, 2014.
BOARD EVALUATION
Pursuant to the provisions of the Act and Clause 49 of the Listing Agreement, the Board has carried out an annual performance
evaluation of its own performance, the performance of the directors individually as well as the evaluation of the working of its
Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.
REMUNERATION POLICY
The Board has, on the recommendation of the Nomination and Remuneration Committee framed a policy for selection and appointment
of Directors, Key Managerial Personnel and their remuneration as well as policy on other employees remuneration. The Remuneration
Policy is stated in the Corporate Governance Report.
BOARD/COMMITTEE COMPOSITION AND MEETINGS
A calendar of Meetings is prepared and circulated in advance to the Directors. The details of composition of Board and Committee
and their meetings held during the year are given in the Corporate Governance Report. The intervening gap between the Meetings
was within the period prescribed under the Act and the Listing Agreement.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
In compliance with Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules
2014, the Company has established a Corporate Social Responsibility (CSR) Committee during the financial year 2014-2015.
The CSR Committee has formulated and recommended to the Board, a CSR Policy indicating the activities to be undertaken by the
Company, which has been approved by the Board.
With a view to work towards improving the overall quality of life and champion holistic community development for the underprivileged
and marginalized sections of the society, the Company has launched project “Swavalamban”. The project will initially cover 2 pockets
of Delhi NCR which has a high concentration of the urban poor, underprivileged, underserved and marginalized sections of the society.
Based on learnings and success, the intent is to subsequently roll out the initiatives across parts of the country. The broad themes
under the overarching project shall focus on areas such as healthcare, sanitation, education and skill development & livelihood
training.
The project will be carried out by an implementation partner, HEAL Foundation under the governance and supervision of senior
officials from the company.
The CSR policy and framework underwent extensive discussions and deliberations at the senior leadership level within the Religare
Group, and was finally frozen and adopted in early February 2015 at the Group level, with a view to replicating the implementation
design across all Group operating entities. Post this, work on granular details on the Project along with identified partner took time
and finally took shape end of FY 2014-15. Hence, the Company did not spend any money on CSR in FY 2014-15, but it shall do so
in FY2015-16.
Annual Report on CSR in format prescribed in companies (Corporate Social Responsibility Policy) Rules, 2014 in attached as
“Annexure B”.
AWARDS & RATINGS
Your Company’s subsidiaries/Joint-Ventures have received recognition by way of several awards across the businesses during the
period under review including the following:
AWARDS
• Religare Securities Limited : ‘Skoch BSE Award For Aspiring India 2015’ under the category ‘Leveraging Digital and
Technology for Business Growth’.
• Religare Securities Limited : ‘Gold Award’ for ‘the best integrated marketing campaign for internal communications’ - Asian
Customer Engagement Forum Awards 2014.
• Mr. Jayant Manglik, President- Retail Distribution, Religare Securities Limited : ‘Editor’s Choice Award - Commodities’ -
Zee Business - Best Market Analyst Awards 2014.
• Religare Commodities Limited : ‘Skoch BSE Award For Aspiring India 2015’ under the category ‘Thought Leadership For
Commodity Broking’
• Religare Commodities Limited : ‘ASSOCHAM Excellence Award 2015’ for outstanding contribution to Commodity Markets
• Religare Invesco Asset Management Company Private Limited : ‘Lipper Fund Award 2014’ for ‘the Best Fund in the Mid
& the Small Cap-Growth Category’.
• Religare Health Insurance Company Limited : ‘Best Health Insurance Company Award’ - ABP News BFSI Awards 2015.
• Religare Health Insurance Company Limited : ‘Rising Star Insurer Award’ – The India Insurance Awards 2014.
RATINGS
India Ratings & Research Private Limited (‘Ind-Ra’, a Fitch Group Company) has assigned a Long Term Issuer Rating of “IND AA-”
with Stable outlook to the Company.

The Company has also obtained the following ratings for specific issuances:
• For the Company’s `7.22 billion secured redeemable non-convertible debentures: “IND AA-” from Ind-Ra
• For the Company’s Short Term Debt Facility/Commercial Paper of `5 billion: “IND A1+” from Ind-Ra and “[ICRA] A1+” from
ICRA Limited
LISTING WITH STOCK EXCHANGES

The Equity Shares of the Company are listed on National Stock Exchange of India Limited and BSE Limited. The annual listing fees
for the year 2015-16 have been paid to these Exchanges.
STATUTORY DISCLOSURES
None of the Directors of your Company is disqualified as per provision of section 164(2) of the Act. The Directors of the Company have
made necessary disclosures, as required under various provisions of the Act and the Listing Agreement.
CONSOLIDATED FINANCIAL STATEMENTS

As required under the Clause 32 of the Listing Agreement with the Stock Exchanges, consolidated financial statements of the Company
and all its subsidiaries are attached to the Annual Report. The consolidated financial statements have been prepared in accordance
with Accounting Standard 21, Accounting Standard 23 and Accounting Standard 27 issued by The Institute of Chartered Accountants
of India. The audited consolidated financial statements together with Auditor’s Report form part of the Annual Report.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

Even though operations of the Company are not energy intensive, the management has been highly conscious of the importance of
conservation of energy and technology absorption at all operational levels and efforts are made in this direction on a continuous basis.
In view of the nature of activities which are being carried on by the Company, the particulars as prescribed under Section 134(3)(m)
of the Act read with rule 8 of the Companies (Accounts) Rules, 2014 regarding Conservation of Energy and Technology Absorption
are not applicable to the Company and hence have not been provided.
FOREIGN EXCHANGE EARNINGS AND OUTGO
The Company has incurred expenditure of `81.38 million (previous year: `79.90 million) in foreign exchange and earned nil (previous
year: nil) in foreign exchange during the year under review on a standalone basis.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
The Company has transferred a sum of `2,959,273/- during Financial year 2014-15 to the Investor Education and Protection Fund
established by the Central Government in compliance with Section 205A of the Companies Act, 1956. The said amount represents
the unclaimed IPO refund amount which were lying in escrow account with banks for a period of seven years from their respective
due dates for payment.
DIRECTORS' RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make
the following statements in terms of Section 134(5) of the Act that:
(a) in the preparation of the annual financial statements for the year ended March 31, 2015, the applicable accounting standards
have been followed along with proper explanation relating to material departures;
(b) such accounting policies as mentioned in Note 2 of the annual financial statements have been selected and applied consistently
and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state
of affairs of the company as at March 31, 2015 and of the profit and loss of the company for that period;
(c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) annual financial statements have been prepared on a going concern basis;
(e) proper internal financial controls were in place and that such internal financial controls were adequate and were operating
effectively; and
(f) systems to ensure compliance with the provisions of all applicable laws were in place and such systems were adequate and
operating effectively.
CORPORATE GOVERNANCE
The Company is committed to uphold the highest standards of Corporate Governance and adhere to the requirements set out by the
Securities and Exchange Board of India.
A detailed report on Corporate Governance along with the Certificate of M/s Sanjay Grover & Associates, Company Secretaries,
confirming compliance with conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the
Stock Exchanges forms integral part of this Report.
AUDITORS
M/s Price Waterhouse, Chartered Accountants, who are the statutory auditors of the Company, hold office till the conclusion of the
AGM to be held in the year 2017 as per Shareholders resolution dated September 11, 2014 subject to ratification of their appointment
at every AGM as per provisions of Section 139(1) of the Act. The Company has received letter from them to the effect that their
ratification, if made, would be within the prescribed limits under Section 141(3)(g) of the Act and that they are not disqualified from
being auditors of the Company. Accordingly, it is proposed to ratify the appointment of M/s Price Waterhouse as statutory auditors of
the Company from the conclusion of the forthcoming AGM till the conclusion of the next AGM .
AUDITORS' REPORT
Auditors’ report is without any qualification. Further, the observations of the Auditors in their report read together with the Notes on
Accounts are self-explanatory and therefore, in the opinion of the Directors, do not call for any further explanation.
SECRETARIAL AUDITOR REPORT
As per provisions of Section 204 of the Act, the Board of Directors of the Company has appointed M/s P I Associates as the Secretarial
Auditor of the Company to conduct the Secretarial Audit. The Secretarial Audit Report for the financial year ended March 31, 2015,
is annexed to this Report. With respect to auditor’s observation on compliance relating to Clause 49(VII) related party transactions,
three related party transactions were inadvertently missed from the prior approval of Audit Committee. Amounts involved in two of
the transactions were insignificant (`0.023 million) and one of the transactions related to reimbursement of expenses by a growing
subsidiary which was pre-approved by Audit Committee but for a smaller amount. The amount involved was `13.876 million. All the
three transactions were subsequently ratified by the Audit Committee of the Company thereafter on February 2, 2015 as per the frame
work of Related Party Transaction Policy of the Company. The same has also been reported in the Quarterly Corporate Governance
report of the quarter ended on March 31, 2015 submitted to the Stock Exchanges.
PARTICULARS OF INVESTMENTS, LOANS AND GUARANTEES
The Company, being an NBFC, is exempted from the provisions of Section 186 [except sub-section(1)] of the Act. Accordingly, details
of particulars of loans, guarantees or investments as required to be provided as per Section 134(3)(g) of the Act are not provided.
RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year were on an arm’s length basis and were in the ordinary
course of business. There are no materially significant related party transactions made by the Company with related parties which
may have a potential conflict with the interest of the Company.
All Related Party Transactions are placed before the Audit Committee for approval as per the Related Party Transactions Policy of the
Company as approved by the Board. The Policy is also uploaded on the website of the Company & can be accessed through the link
http://www.religare.com/Policies.aspx.

Since all related party transactions that were entered into during the financial year were on an arm’s length basis and were in the
ordinary course of business and there was no material related party transaction entered by the Company during the year as per
Related Party Transactions Policy, no details are required to be provided in Form AOC-2 prescribed under clause (h) of sub-section
(3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.
The details of the transactions with related parties are provided in the notes to accompanying standalone financial statements.
RISK MANAGEMENT
The Company has a Board constituted Risk Management Committee. The details of the Committee are set out in the Corporate
Governance Report forming part of the Board’s Report.
The Company being an investment holding company, has a designed a comprehensive Risk Management framework to identify and
evaluate risks across its subsidiaries and joint ventures. This framework provides for identification of basic parameters on relevant
general details and broad processes including key risk categories, risk life cycle, risk owners, delegation, day to day monitoring,
risk facilitators, risk classification, risk registers, periodic policy review and alterations. The subsidiary/joint venture company’s Risk
Management Committee authorized by the respective Board, or in its absence the respective Audit Committee, reviews the risk
management policy and appropriateness of systems and controls in this regard and submits its report to the Risk Management
Committee of your Company.
The risk framework defines the risk management approach across the enterprise at various levels including documentation and
reporting. The framework has different risk models which help in identification of risks and their classification in High, Medium and
Low categories on the basis of likelihood, impact and velocity and maintaining Risk Control Matrix (RCM).
VIGIL MECHANISM/ WHISTLE BLOWER POLICY
The Company has a vigil mechanism named Whistle Blower Policy to deal with instance of unethical practices, fraud and
mismanagement or gross misconduct by the employees of the Company, if any, that can lead to financial loss or reputational risk to
the organization. The details of the Whistle Blower Policy are explained in the Corporate Governance Report and also posted on the
website of the Company.
INTERNAL FINANCIAL CONTROLS AND INTERNAL CONTROL SYSTEM
The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and
authority of the Internal Audit function is defined in the Internal Audit Manual. The Company has appointed M/s KPMG as the Internal
Auditor of the Company. To maintain its objectivity and independence, the Internal Auditor reports to the Audit Committee.
The Internal Audit Department monitors and evaluates the efficacy and adequacy of the internal control system in the Company, its
compliance with operating systems, accounting procedures and policies at all locations of the Company and its subsidiaries. Based
on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen
the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee.
HUMAN RESOURCES
Employees are our vital and most valuable assets. We have created a favourable work environment that encourages innovation and
meritocracy. It is important for us that organisation culture and organisation strategy are well aligned. Over a period we have developed
a strong culture of transparency through constant employee communication and have developed strong performance management
practices wherein best in class reward and recognition systems are deployed. We have also set up a scalable recruitment and human
resources management process which enables us to attract and retain high caliber employees. Our employee partnership ethos
reflects the Company's longstanding business principles and drives the Company's overall performance with the prime focus to
identify, assess, groom and build leadership potential for future.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT THE WORK PLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women
at the Work Place (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set-up to
redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered
under this policy. No case has been reported during the year under review.
PARTICULARS OF EMPLOYEES
The details required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, are annexed as “Annexure C” to this report.
Further, there is no employee of the Company, who was employed throughout the financial year and in receipt of remuneration of `60
lakhs or more, or employed for the part of the financial year and in receipt of `5 lakhs or more a month. Accordingly, details as required
under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 have not been provided.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant or material orders passed by the Regulators / Courts which would impact the going concern status of the
Company and it’s operations in future.
ACKNOWLEDGEMENTS
Your Directors would like to express their sincere appreciation for the co-operation and assistance received from the Company’s
Bankers, Regulatory Bodies, Stakeholders including Financial Institutions and other business associates who have extended their
valuable sustained support and encouragement during the year under review.
Your Directors also wish to place on record their deep sense of gratitude and appreciation for the commitment displayed by all
executives, officers and staff at all levels of the Company, resulting in the successful performance of the Company during the year
under review. We look forward for your continued support in the future.
Place: New Delhi By order of the Board of Directors

Date: July 31, 2015 For Religare Enterprises Limited
Sd/-
Sunil Godhwani

Annexure A
Extract of Annual Return
As on the financial year ended March 31, 2015
[Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration)
Rules, 2014]
Form MGT-9
1. Registration and other details of Company
CIN: L74899DL1984PLC146935
Registration Date: January 30, 1984
Name of the Company: Religare Enterprises Limited
Category / Sub-Category of the Company: Company having share capital
Address of the Registered office and contact details: D3, P3B, District Centre, Saket, New Delhi –
110017, Tel: 011-39125000
Whether listed company: Yes
Name, Address and Contact details of Registrar and Karvy Computershare Private Limited
Transfer Agent, if any: Karvy Selenium Tower B, Plot 31-32, Gachibowli,
Financial District, Nanakramguda, Hyderabad –
500032, Tel:+91-40-67161500
2. Principal Business Activity of the Company:
All the business activities contributing 10 % or more of the total turnover of the company shall be stated:
S. No. Name and Description of main prod- NIC Code of the Prod- % to total turnover of the
ucts / services uct/ service company
1 Investment 64900 99.56%
3. Particulars of Holding, Subsidiary and Associate Company
S. Name and address of the CIN/GLN Holding/ % of Applicable

No. company subsidiary shares Section
held
1 Religare Finvest Limited U74999DL1995PLC064132 Subsidiary 99.99 2(87)(ii)
D3, P3B, District Centre, Saket,
New Delhi – 110017
2 Religare Securities Limited U65910DL1986PTC151115 Subsidiary 100 2(87)(ii)
New Delhi - 110017
3 Religare Commodities Limited U74999DL2003PLC123220 Subsidiary 100 2(87)(ii) &
D3, P3B, District Centre, Saket, Explanation (a)
New Delhi – 110017
4 Religare Housing Development U74899DL1993PLC054259 Subsidiary 87.50 2(87)(ii) &
Finance Corporation Limited Explanation (a)
New Delhi - 110017

held
5 Religare Health Insurance Company U66000DL2007PLC161503 Subsidiary 90 2(87)(ii)
Limited
New Delhi - 110017
6 Religare Venture Capital Limited U65192DL2006PLC151298 Subsidiary 100 2(87)(ii) &
New Delhi - 110017
7 REL Infrafacilities Limited U45200DL2007PLC158928 Subsidiary 100 2(87)(ii)
New Delhi - 110017
8 Religare Portfolio Managers and U74899UP1990PTC044922 Subsidiary 100 2(87)(ii) &
Advisors Private Limited Explanation (a)
A-3, 4 & 5, Sector-125, Noida -
201301, U.P.
9 Religare Arts Initiative Limited U20296DL2007PLC166944 Subsidiary 75 2(87)(ii)
New Delhi - 110017
10 Religare Finance Limited U65923DL2007PLC159330 Subsidiary 100 2(87)(ii)
New Delhi - 110017
11 Religare Comtrade Limited U51398HR2010PLC054584 Subsidiary 100 2(87)(ii) &
312, 3rd Floor, Dlf Qutub Plaza, Dlf Explanation (a)
City, Phase-1, Gurgaon – 122002,
Haryana
12 Religare Arts Investment U65923DL2008PLC176849 Subsidiary 100 2(87)(ii) &
Management Limited Explanation (a)
New Delhi - 110017
13 Religare Invesco Asset Management U67190MH2005PTC153471 Subsidiary 51 2(87)(ii) &
Company Private Limited Explanation (a)
3rd floor, GYS Infinity, Paranjpe B
Scheme, Subhash Road, Vileparle
East, Mumbai 400057
14 Religare Invesco Trustee Company U65991MH2005PTC153638 Subsidiary 51 2(87)(ii) &
Private Limited Explanation (a)
3rd floor, GYS Infinity, Paranjpe B
Scheme, Subhash Road, Vileparle
East, Mumbai 400057
15 Religare Share Brokers Limited U65999DL2010PLC210548 Subsidiary 100 2(87)(ii) &
New Delhi - 110017
16 RGAM Investment Advisers Private U67120TN2004PTC053155 Subsidiary 100 2(87)(ii)
Limited
4th Floor, City Tower No. 117,
Theagaraya Road, T. Nagar,
Chennai - 600017

held
17 Religare Global Asset Management Foreign Company Subsidiary 100 2(87)(ii) &
Inc. Explanation (a)
615, South DuPont Highway, City
of Dover, Country of Kent, State of
Delaware - 19901
18 Northgate Capital, LLC Foreign Company Subsidiary 81.95 2(87)(ii) &
649, San Ramon Valley Blvd., 2nd Explanation (a)
Floor, Danville, CA 94526
19 Northgate Capital, LP Foreign Company Subsidiary 81.95 2(87)(ii) &
649, San Ramon Valley Blvd., 2nd Explanation (a)
Floor, Danville, CA 94526
20 Northgate Capital Asia Limited Foreign Company Subsidiary 81.95 2(87)(ii) &
Suite 2601, 26th Floor, Two Explanation (a)
Exchange Square, 8 Connaught
Place, Central Hong Kong
21 Northgate Mexico Capital S de RL Foreign Company Subsidiary 81.95 2(87)(ii) &
de CV Explanation (a)
Paseo de las Palmas 405, 18th
floor, Mexico, DF 11000, Mexico
22 Landmark Partners LLC Foreign Company Subsidiary 53.75 2(87)(ii) &
10, Mill Pond Lane, Simsbury, Explanation (a)
Connecticut, 06070
23 Landmark Realty Advisors LLC Foreign Company Subsidiary 53.75 2(87)(ii) &
Connecticut, 06070
24 Landmark Equity Advisors LLC Foreign Company Subsidiary 53.75 2(87)(ii) &
Connecticut, 06070
25 LMK Services Inc. Foreign Company Subsidiary 53.75 2(87)(ii) &
Corporation Service Company Explanation (a)
2711, Centerville Road,
Suite 400 Wilmington, Delaware
19808, USA
26 Millpond Associates, LLC Foreign Company Subsidiary 53.75 2(87)(ii) &
Connecticut, 06070
27 Religare Commodity Broking Private U65991TN1992PTC022904 Subsidiary 100 2(87)(ii)
Limited
4th Floor, City Tower No. 117,
Theagaraya Road, T. Nagar,
Chennai - 600017
28 Religare Capital Markets (India) U67190DL2011PLC221756 Subsidiary 100 2(87)(ii)
Limited
New Delhi - 110017
29 Northgate Capital Asia (India) U67110DL2011PLC220955 Subsidiary 100 2(87)(ii) &
Limited Explanation (a)
New Delhi - 110017

held
30 Religare Investment Advisors U67190DL2011PLC221903 Subsidiary 100 2(87)(ii) &
New Delhi - 110017
31 Religare Health Trust Trustee Foreign Company Subsidiary 100 2(87)(ii) &
Manager Pte. Limited Explanation (a)
9 Battery Road, 15-01 Straits
Trading Building, Singapore 049910
32 Religare Wealth Management U74999DL2007PLC160580 Subsidiary 100 2(87)(ii) &
New Delhi - 110017
33 Religare Capital Markets Limited U51909DL2007PLC159042 Subsidiary 100 2(87)(ii)

New Delhi - 110017
34 Religare Capital Markets Foreign Company Subsidiary 100 2(87)(ii)
International (Mauritius) Limited
C/o - Abax Corporate Services Ltd.,
6th Floor, Tower A, 1 Cybercity,
Ebene, , Mauritius
35 Religare Capital Markets Foreign Company Subsidiary 100 2(87)(ii) &
International (UK) Limited Explanation (a)
Resolve Partners LLP, I America
Square Crosswall, London, EC3N
2LB
36 Religare Capital Markets Corporate Foreign Company Subsidiary 100 2(87)(ii) &
Finance Pte. Limited Explanation (a)
80, Raffles Place, #43 UOB Plaza,
Singapore - 048624
37 Religare Capital Markets (Europe) Foreign Company Subsidiary 100 2(87)(ii) &
The Studio, 1 Doughty Street,
London, United Kingdom, WC1N
2PH
38 Religare Capital Markets (UK) Ltd Foreign Company Subsidiary 100 2(87)(ii) &
The Studio, 1 Doughty Street, Explanation (a)
2PH
39 Charterpace Limited Foreign Company Subsidiary 39* 2(87)(i) &
Peek House, 20 Eastcheap, Explanation (a)
London, EC3M 1EB
40 Religare Capital Markets Inc. Foreign Company Subsidiary 100 2(87)(ii) &
80, Broad Street, Fifth Floor, New Explanation (a)
York, NY 10004
41 Tobler (Mauritius) Limited Foreign Company Subsidiary 100 2(87)(ii) &
C/o - Abax Corporate Services Ltd., Explanation (a)
6th Floor, Tower A, 1 Cybercity,
Ebene, Mauritius

held
42 Tobler (UK) Limited Foreign Company Subsidiary 100 2(87)(ii) &
The Studio, 1 Doughty Street, Explanation (a)
2PH
43 Religare Investment Holding (UK) Foreign Company Subsidiary 100 2(87)(ii) &
The Studio, 1 Doughty Street,
2PH
44 Kyte Management Limited Foreign Company Subsidiary 100 2(87)(ii) &
171, Main Street P.O. Box 92, Road Explanation (a)
Town, Tortola VG 1110, British Virgin
Island
45 Religare Capital Markets (Hong Foreign Company Subsidiary 100 2(87)(ii) &
Kong) Limited Explanation (a)
12th Floor, Henley Building, 5
Queen’s Road Central, Hong Kong
46 Religare Capital Markets Foreign Company Subsidiary 100 2(87)(ii) &
(Singapore) Pte. Limited Explanation (a)
80, Raffles Place, #43 UOB Plaza,
Singapore - 048624
47 Bartleet Religare Securities (Private) Foreign Company Subsidiary 50* 2(87)(ii) &
Bartleet House, No. 65, Braybrooke
Place, Colombo - 2
48 Bartleet Asset Management Foreign Company Subsidiary 50* 2(87)(ii) &
(Private) Ltd Explanation (a)
Place, Colombo - 2
49 Strategic Research Limited Foreign Company Subsidiary 50* 2(87)(ii) &
Bartleet House, No. 65, Braybrooke Explanation (a)
Place, Colombo - 2
50 Religare Bartleet Capital Markets Foreign Company Subsidiary 50* 2(87)(ii) &
(Private) Limited Explanation (a)
Place, Colombo - 2
51 Empower Expertise Private Limited U45201GJ2009PTC057999 Subsidiary 70 2(87)(ii) &
B1/120, Kamdhenu Complex, opp. Explanation (a)
Sahajanand College, Panjarapole,
Ahmedabad, Gujarat - 380015
52 Big Vision Consultants Private U45203GJ2009PTC058037 Subsidiary 70 2(87)(ii) &
B1/120, Kamdhenu Complex, opp.
Sahajanand College, Panjarapole,
Ahmedabad, Gujarat - 380015
53 AEGON Religare Life Insurance U66010MH2007PLC169110 Associate 44 2(6)
Company Limited
Building No. 3, Third Floor, Unit
No. 1, NESCO IT Park, Western
Express Highway, Goregaon (E),
Mumbai - 400 063
*Board Controlled subsidiary

4. Shareholding Pattern of the Company
a. Category-wise Share Holding
No. of Shares held at the beginning of the Year No. of shares held at the end of the Year %
Category of Change
Demat Physical Total % of Demat Physical Total % of
Shareholder during
Total Total
the Year
Shares Shares
A. Promoter and
Promoter Group
(1) Indian
a) Individual /HUF 22,000,459 0 22,000,459 14.71 22,000,459 0 22,000,459 12.34 (2.37)
b) Central 0 0 0 0 0 0 0 0 0
Government/ State
Government(s)
c) Bodies 68,821,992 0 68,821,992 46.00 68,821,992 0 68,821,992 38.59 (7.41)
Corporate
d) Financial 0 0 0 0 0 0 0 0 0
Institutions / Banks
e) Any Others 0 0 0 0 0 0 0 0 0
Sub-total (A) (1) 90,822,451 0 90,822,451 60.71 90,822,451 0 90,822,451 50.93 (9.78)
(2) Foreign
a) NRIs – 50 0 50 0.00 50 0 50 0.00 0.00
Individuals
b) other Individuals 0 0 0 0 0 0 0 0 0
c) Body Corporate 0 0 0 0 0 0 0 0 0
d) Bank/FI 0 0 0 0 0 0 0 0 0
e) Any Others 0 0 0 0 0 0 0 0 0
Sub-total (2) 50 0 50 0.00 50 0 50 0.00 0.00
Total 90,822,501 0 90,822,501 60.71 90,822,501 0 90,822,501 50.93 (9.78)
Shareholding of
Promoters
A=A(1)+A(2)
B. Public
Shareholding
1. Institutions
a) Mutual Funds 764 0 764 0.00 849 0 849 0.00 0.00
b) Banks/FI 1,609,948 0 1,609,948 1.08 1,610,918 0 1,610,918 0.90 (0.18)
c) Central Govt. 0 0 0 0.00 0 0 0.0
d) State Govt. 0 0 0 0.00 0 0 0 0.00 0.00
e) Venture Capital 0 0 0 0.00 0 0 0 0.00 0.00
Funds
f) Insurance 0 0 0 0.00 0 0 0 0.00 0.00
Companies
g) FIIs 15,821,641 0 15,821,641 10.58 27,099,788 0 27,099,788 15.20 4.62
h) Foreign Venture 0 0 0 0.00 0 0 0 0.00 0.00
Capital Funds
Others (Specify)
i) Qualified Foreign
Investors 3,941,875 0 3,941,875 2.63 0 0 0 0.00 (2.63)
Sub Total (B)(1) 21,374,228 0 21,374,228 14.29 28,711,555 0 28,711,555 16.10 1.81

No. of Shares held at the beginning of the Year No. of shares held at the end of the Year %
Category of Change
Demat Physical Total % of Demat Physical Total % of
Shareholder during
Total Total
the Year
Shares Shares
2. Non –
Institutions
a) Bodies Corporate
i) Indian 10,090,658 0 10,090,658 6.74 18,198,033 0 18,198,033 10.20 3.46
ii) Overseas 196,936 0 196,936 0.13 13,014,267 0 13,014,267 7.30 7.17
b) Individuals
i) Individuals
Shareholders
holding Share 1,313,622 2,818 1,316,440 0.88 1,122,735 2817 1,125,552 0.63 (0.25)
Capital Upto
`1 Lac
ii) Individuals 20,437,455 0 20,437,455 13.66 21,166,229 0 21,166,229 11.87 (1.79)
Shareholders
holding Share
Capital in excess
of `1 Lac
Other (Specify)
i) HUF 93,888 0 93,888 0.06 50,193 0 50,193 0.03 (0.03)
ii) Clearing 7,407 0 7,407 0.00 8,652 0 8,652 0.00 0.00

Members
iii) Non Resident 5,268,406 0 5,268,406 3.52 5,232,486 0 5,232,486 2.93 (0.59)
Indians
iv) Trusts 340 0 340 0.00 340 0 340 0.00 0.00
Sub-total B(2) 37,408,712 2,818 37,411,530 25.01 58,792,935 2,817 58,795,752 32.97 7.96
Total B = 58,782,940 2,818 58,785,758 39.29 87,504,490 2,817 87,507,307 49.07 9.78
B (1) + B (2)
Total = A + B 149,605,441 2,818 149,608,259 100 178,326,991 2,817 178,329,808 100 0.00
b. Shareholding of Promoters
Shareholding at the beginning of the Shareholding at the end of the year

year
No. of % of % of Total No. of % of % of %
Shareholder’s Shares Total Shares Shares Total Total Shares Change
S. No.
Name Shares of pledged/ Shares pledged/ during
the encumbered of the encumbered the Year
Company to total Company to total
shares shares
1 RHC Finance 34,162,634 22.83 69.53 29,112,634 16.33 53.37 (6.50)
Private Limited
2 RHC Holding 6,494,746 4.34 84.12 21,939,358 12.30 30.94 7.96
Private Limited
3 Malvinder 8,523,525 5.70 0.00 11,123,525 6.24 69.63 0.54
Mohan Singh
4 Shivinder Mohan 10,876,602 7.27 18.39 10,876,602 6.10 97.36 (1.18)
Singh
5 Shivi Holdings 14,082,306 9.41 86.01 10,000,000 5.61 100 (3.80)
Private Limited

Shareholding at the beginning of the Shareholding at the end of the year
year
No. of % of % of Total No. of % of % of %
Shareholder’s Shares Total Shares Shares Total Total Shares Change
S. No.
Name Shares of pledged/ Shares pledged/ during
the encumbered of the encumbered the Year
Company to total Company to total
shares shares
6 Malav Holdings 14,082,306 9.41 95.53 7,770,000 4.36 100 (5.06)
Private Limited
7 Japna Malvinder 2,600,166 1.74 0.00 166 0.00 0.00 (1.74)
Singh
8 Aditi Shivinder 166 0.00 0.00 166 0.00 0.00 0.00
Singh
9 Abhishek Singh 50 0.00 0.00 50 0.00 0.00 0.00
Total 90,822,501 60.71 64.33 90,822,501 50.93 62.52 (9.78)
c. Change in Promoters’ Shareholding (please specify, if there is no change)
Shareholding* Cumulative Shareholding during

the year
S. No. Shareholders Name No. of Shares % of Total No. of Shares % of Total
Shares of the Shares of the
Company Company
1 RHC Holding Private Limited
at the beginning of the year 6,494,746 4.34 6,494,746 4.34
May 06, 2014 - decreased due Nil (0.34) 6,494,746 4.00
to conversion of Compulsorily
Convertible Debentures
May 22, 2014 - decreased due to Nil (0.36) 6,494,746 3.64
Preferential Allotment
December 29, 2014 - increased due 5,050,000 2.83 11,544,746 6.47
to inter se transfer
March 13, 2015 - increased due to 5,757,512 3.23 17,302,258 9.70
inter se transfer
March 30, 2015 - increased due to 4,637,100 2.60 21,939,358 12.30
inter se transfer
at end of the Year 21,939,358 12.30 21,939,358 12.30
2 RHC Finance Private Limited
December 29, 2014 - decreased due (5,050,000) (2.83) 29,112,634 16.33
to inter se transfer
at end of the Year 29,112,634 16.33 29,112,634 16.33

the year
Company Company
3 Shivi Holdings Private Limited
March 13, 2015 - decreased due to (2,873,306) (1.61) 11,209,000 6.29
inter se transfer
inter se transfer at end of the Year 10,000,000 5.61 10,000,000 5.61
4 Malav Holdings Private Limited
inter se transfer
inter se transfer
at end of the Year 7,770,000 4.36 7,770,000 4.36
5 Malvinder Mohan Singh
April 24, 2014 - increased due to 2,600,000 1.74 11,123,525 7.44
inter se transfer
at end of the Year 11,123,525 6.24 11,123,525 6.24
6 Shivinder Mohan Singh
at end of the Year 10,876,602 6.10 10,876,602 6.10

the year
Company Company
7 Japna Malvinder Singh
April 24, 2014 - decreased due to (2,600,000) (1.74) 166 0.00
inter se transfer
May 06, 2014 - decreased due Nil 0.00 166 0.00
May 22, 2014 - decreased due to Nil 0.00 166 0.00
at end of the Year 166 0.00 166 0.00
8 Aditi Shivinder Singh
at the beginning of the year 166 0.00 166 0.00
at end of the Year 166 0.00 166 0.00
9 Abhishek Singh
at end of the Year 50 0.00 50 0.00
*The shareholding of Promoters/Promoters’ Group has not changed in absolute terms. The variation in terms of percentage
is due to increase in paid up share capital of the Company on account of preferential allotment of equity shares, Conversion
of Compulsory Convertible Debenture into equity shares & inter se transfer between promoters during the year ended March
31, 2015.
d. Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and
ADRs)
Shareholding Cumulative Shareholding

during the year
S.No. Shareholders Name No. of Shares % of Total No. of Shares % of Total
Company Company
1 Shabnam Dhillon
at end of the Year 15,188,441 8.52 15,188,441 8.52

during the year
Company Company
2 India Horizon Fund Limited
at end of the Year 14,364,680 8.06 14,364,680 8.06
3 International Finance Corporation

at the beginning of the year 1,000 0.00 1,000 0.00
May 06, 2014 - increased due 12,817,331 7.89 12,818,331 7.89
to allotment on conversion of
Compulsorily Convertible Debentures
at end of the Year 12,818,331 7.19 12,818,331 7.19
4 Bestest Developers Private

Limited 0 0.00 0 0.00
May 22, 2014 – increased due to
Preferential Allotment 8,554,833 4.80 8,554,833 4.80
at end of the Year
5 Standard Chartered Bank
(Mauritius) Limited
May 22, 2014 - increased due to 7,349,385 4.12 7,349,385 4.12
at end of the Year 7,349,385 4.12 7,349,385 4.12
6 SGGD Projects Development
Private Limited
November 10, 2014 - Open Market (396) (0.00) 8,201,190 4.60
Sale
November 11, 2014 - Open Market (336,685) (0.19) 7,864,505 4.41
Sale
at end of the Year 7,864,505 4.41 7,864,505 4.41
7 CB Green Ventures Pte Limited
at end of the Year 3,941,875 2.21 3,941,875 2.21

during the year
Company Company
8 Mahesh Udhav Buxani
at end of the Year 3,408,441 1.91 3,408,441 1.91
9 Mukesh Chand Aggarwal*

at end of the Year 1,455,789 0.82 1,455,789 0.82
10 Udhav Hiranand Buxani
at end of the Year 1,130,578 0.63 1,130,578 0.63
*Holding Shares on behalf of Ranbaxy Management Employees Welfare Fund Trust & Ranbaxy Laboratories Limited Employee
Welfare Fund Trust.
Note: Top ten shareholders of the Company as on March 31, 2015 have been considered for the above disclosure.
e. Shareholding of Directors and Key Managerial Personnel:
Shareholding* Cumulative Shareholding dur-

ing the year
S. No. Shareholders Name No. of % of Total No. of Shares % of Total
Shares Shares of the Shares of the
Company Company
1 Sunil Godhwani
May 06, 2014 - decreased due to conversion Nil (0.08) 1,500,000 0.92
of Compulsorily Convertible Debentures
May 22, 2014 - decreased due to Preferential Nil (0.08) 1,500,000 0.84
Allotment
at end of the Year 1,500,000 0.84 1,500,000 0.84
2 Padam Bahl
May 06, 2014 - decreased due to conversion Nil (0.00) 500 0.00
May 22, 2014 - decreased due to Preferential Nil (0.00) 500 0.00
Allotment
at end of the YeaR 500 0.00 500 0.00

Shareholding* Cumulative Shareholding dur-
ing the year
S. No. Shareholders Name No. of % of Total No. of Shares % of Total
Shares Shares of the Shares of the
Company Company
3 Rama Krishna Shetty
May 06, 2014 - decreased due to conversion Nil (0.00) 100 0.00
May 22, 2014 - decreased due to Preferential Nil (0.00) 100 0.00
Allotment
at end of the Year 100 0.00 100 0.00
*The shareholding of Directors has not changed in absolute terms. The variation in terms of percentage is due to increase
in paid up share capital of the Company on account of preferential allotment of equity shares and conversion of Compulsory
Convertible Debenture into equity shares during the year ended March 31, 2015.
*other than the above named three directors, no director or Key Managerial Personnel held any share during the year.
5. Indebtedness
Indebtedness of the Company including interest outstanding/accrued but not due for payment
(Amount in `)
Secured Loans
Unsecured Total
excluding Deposits
Loans Indebtedness
deposits
Indebtedness at the beginning of the
financial year
i) Principal Amount 17,513,354,000 - - 17,513,354,000
ii) Interest due but not paid - - - -
iii) Interest accrued but not due 1,217,396,167 - - 1,217,396,167
Total (i+ii+iii) 18,730,750,167 - - 18,730,750,167
Change in Indebtedness during the finan- 2,864,084,986 - - 2,864,084,986
cial year
Addition
Reduction (13,395,803,507) - - (13,395,803,507)
Net Change (10,531,718,520) - - (10,531,718,520)
Indebtedness at the end of the financial 8,199,031,647 - - 8,199,031,647
year
i) Principal Amount 7,249,000,000 - - 7,249,000,000
ii) Interest due but not paid - - - -
iii) Interest accrued but not due 950,031,647 950,031,647
Total (i+ii+iii) 8,199,031,647 - - 8,199,031,647

6. Remuneration of Directors and Key Managerial Personnel mentioning their gross salary, value of perquisites, profits
in lieu of salary, etc.
A. Remuneration to Managing Director, Whole-time Directors and/or Manager:
(Amount in `)
S. Particulars of Remuneration Name of MD/WTD/ Manager Total Amount
No. Mr. Sunil Godhwani
1 Gross salary
(a) Salary as per provisions contained in section
17(1) of the Income-tax Act, 1961
- Pertaining to the financial year under review 4,800,000 4,800,000
- Pertaining to an earlier financial year* 12,730,000* 12,730,000*

(b) Value of perquisites u/s 17(2) Income-tax Act, 28,800 28,800
1961
(c) Profits in lieu of salary under section 17(3) In- Nil Nil
come tax Act, 1961
2 Stock Option REL ESOS 2006 - 120,750** -
REL ESOS 2012 – 1,350,000**
3 Sweat Equity Nil Nil
4 Commission Nil Nil
- as % of profit
- others, specify…
5 Others, please specify Nil Nil
6 Total (A) 17,558,800 17,558,800
7 Ceiling as per the Act Remuneration as per Schedule V -
of the Companies Act, 2013
*Represents the remuneration paid to Mr. Sunil Godhwani for Financial Year 2011-12. The Company had filed an application
with Ministry of Corporate Affairs (MCA) under Sec. 309(5B) of the Companies Act, 1956 for waiver of recovery of excess
amount of `76.1 million. paid to Mr. Sunil Godhwani during Financial Year 2011-12. MCA vide its letter dated October 29, 2014
permitted to waive of recovery of `12,730,000/- (Rupees twelve million seven hundred and thirty thousand only).
** As per the Religare Enterprises Limited Employees Stock Options Scheme, 2006, 120,750 Stock Options at the price of
`140/- per share and as per Religare Employee Stock Option Scheme 2012, 1,350,000 Stock Options at the price of `387/- per
share have been granted. Presently, no Stock Option is exercised and according to the aforesaid Schemes, the same can be
exercised over a period of nine years from the date of vesting.
B. Remuneration to other directors: (Refer Corporate Governance Report for Details)
(Amount in `)
S. Particulars of Remuneration Fee for Attending Commission Others, Total Amount
No. Board/ Committee please
Meetings specify
1 Independent Directors
Mr. Arun Ramanathan 1,920,000 Nil Nil 1,920,000
Mr. Avinash Chander Mahajan 1,620,000 Nil Nil 1,620,000
Mr. Deepak Ramchand Sabnani 200,000 Nil Nil 200,000

(Amount in `)
S. Particulars of Remuneration Fee for Attending Commission Others, Total Amount
No. Board/ Committee please
Meetings specify
Mr. Padam Bahl 920,000 Nil Nil 920,000
Mr. Rama Krishna Shetty 620,000 Nil Nil 620,000
Mrs. Sangeeta Talwar 1,320,000 Nil Nil 1,320,000
Total (1) 6,600,000 Nil Nil 6,600,000
2 Other Non - Executive Director
Mr. Ravi Mehrotra Nil Nil * Nil
Mr. Harpal Singh 50,000 Nil Nil 50,000
Mr. Virendra Kumar Madan 245,000 Nil Nil 245,000
Mr. Monish Kant Dutt 170,000 Nil Nil 170,000
Total (2) 465,000 Nil Nil 465,000
Total = (1+2) 7,065,000 Nil Nil 7,065,000
Total Managerial Remuneration NA NA NA NA
Overall Ceiling as per the Act NA NA NA NA
*As per Religare Employee Stock Option Scheme 2012, 350,000 Stock Options at the price of `387/- per share have been
granted. Presently, no Stock Option is exercised and according to the aforesaid Scheme, the same can be exercised over a
period of nine years from the date of vesting.
C. Remuneration to key managerial personnel other than MD/Manager/WTD
( Amount in `)
S. No. Particulars of Remuneration Key Managerial Personnel Total Amount
Shachindra Anil Saxena Mohit Maheshwari*

Nath (Group CFO) (Company Secretary)
(Group CEO)
1 Gross salary
(a) Salary as per provisions 4,800,000 4,800,000 2,515,757 12,115,757
contained in section 17(1) of the
Income-tax Act, 1961
(b) Value of perquisites u/s 17(2) 39,600 39,600 27,000 106,200

Income-tax Act, 1961
(c) Profits in lieu of salary under Nil Nil Nil Nil

section 17(3) Income-tax Act,
1961
2 Stock Option REL ESOS REL ESOS Nil N.A
2006: 15,000** 2012:
REL ESOS 700,000***
2012: 700,000**
3 Sweat Equity Nil Nil Nil Nil
4 Commission Nil Nil Nil Nil
- as % of profit
- others, specify…
5 Others, please specify Nil Nil Nil Nil
Total 4,839,600 4,839,600 2,542,757 12,221,957

* Appointed as Company Secretary w.e.f. May 30, 2014
** As per the Religare Enterprises Limited Employee Stock Options Scheme, 2006, 80,000 Stock Options at the price of `140/-
per share and as per Religare Employee Stock Option Scheme 2012, 700,000 Stock Options at the price of `387/- per share
have been granted. Presently, 65,000 Stock Options have been exercised by him under ESOS 2006 and remaining 15,000
Stock Options under ESOS 2006 and 700,000 Stock Options under ESOS 2012 can be exercised over a period of nine years
from the date of vesting.
*** As per the Religare Employee Stock Option Scheme 2012, 700,000 Stock Options at the price of `387/- per share have
been granted. Presently, no Stock Option is exercised and according to the aforesaid Schemes, the same can be exercised
over a period of nine years from the date of vesting.
7. Penalties/punishment/compounding of offences (under the Companies Act 1956 & Companies Act, 2013) : Nil
Place: New Delhi By order of the Board of Directors

Sd/-
Sunil Godhwani

Annexure B
ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES

1. A brief outline of the company's CSR Policy, including overview of projects or programs proposed to be undertaken
and a reference to the web-link to the CSR Policy and projects or programs.
Company has adopted its CSR Policy striving for economic and social development that positively impacts the society at large.
In so doing build a better, sustainable way of holistic life for the marginalized and underprivileged sections of the society and
work towards raising the country's human development index.
CSR Policy of the Company provides the overview of projects or programs which are proposed to be undertaken by the
Company.
The CSR Policy of the Company can be assessed at the company’s website through the link: http://www.religare.com/Policies.
aspx
2. The Composition of the CSR Committee.
Mr. Sunil Godhwani (Chairman & Managing Director)
Mr. Arun Ramanathan (Independent Director)
Mr. Avinash Chander Mahajan (Independent Director)
Mrs. Sangeeta Talwar (Independent Director)
3. Average net profit of the company for last three financial years
`74.01 millions
4. Prescribed CSR Expenditure (two per cent of the amount as in item 3 above)
`1.50 million
5. Details of CSR spent during the financial year.

a. Total amount to be spent for the financial year: `1.50 million
b. Amount unspent, if any: `1.50 million
c. Manner in which the amount spent during the financial year is detailed below -
S. No CSR Sector in Projects or Amount Amount spent Cumulative Amount

project or which programme: outlay on project or expenditure spent:
activity the (i) Local area or other (Budget) programs: up to the Direct or
identified project is (ii) Specify the project or Sub head: date of through
covered State or District programme 1. Direct reporting implementing
where the projects wise expenditure on agencies*
or programmes was project or
undertaken programme;
2. Overhead
1 Project Health Delhi NCR N.A N.A Nil Nil
Swavalamban Sanitation
Holistic Education
Community Skill
development evelopment
initiative for the & livelihood
underprivileged training
and
marginalized
sections
Total N.A N.A N.A N.A
*Give details of implementing agencies

6. The CSR policy and framework underwent extensive discussions and deliberations at the senior leadership level within the
Religare Group, and was finally frozen and adopted in early February 2015 at the Group level, with a view to replicating
the implementation design across all Group operating entities. Post this, work on granular details on the Project along with
identified partner took time and finally took shape end of FY 2014-15. Hence, the Company did not spend any money on CSR
in FY2014-15, but it shall do so in FY2015-16.
7. CSR Committee hereby confirms that the implementation and monitoring of CSR Policy is in compliance with CSR objectives
and CSR Policy of the Company.
Sd/-
Sunil Godhwani
Chairman & Managing Director &
Chairman – Corporate Social
Responsibility Committee

Annexure C
DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 READ
WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014
(i) The ratio of the remuneration of each director to the median remuneration of the employees of the Company for
the financial year:
Name & Designation Ratio to Median Remuneration

Mr. Sunil Godhwani – Chairman & Managing Director 1
(ii) The percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer,
Company Secretary or Manager, if any, in the financial year:
Name & Designation % increase in REL remuneration in the

financial year
Mr. Sunil Godhwani – Chairman & Managing Director Nil
Mr. Shachindra Nath- Group CEO Nil
Mr. Anil Saxena – Group CFO Nil
Mr. Mohit Maheshwari*- Company Secretary -
* Since this information is for part of the year, the same is not comparable.
(iii) The percentage increase in the median remuneration of employees in the financial year: Nil
(iv) The number of permanent employees on the rolls of company: 4 (In addition to this, 76 employees are deputed to the Group
Companies).
(v) The explanation on the relationship between average increase in remuneration and company performance: There was no
increase in remuneration for Chairman & Managing Director, Group CEO, Group CFO or Company Secretary.
(vi) Comparison of the remuneration of the Key Managerial Personnel against the performance of the company:
Aggregate remuneration of Key Managerial Personnel (KMP) in FY15 (ìn

Million) 16.9
Revenue (ìn Million) 1,145.15
Remuneration of KMPs (as % of revenue) 1.5%
Profit before Tax (PBT) (ìn Million) (1,035.07)
Remuneration of KMP (as % of PBT) NA
(vii) The market capitalization of the Company has increased from `47,488.3 million as at March 31, 2014 to
`60,168.5 million as at March 31, 2015. Evaluation of the price to earnings ratio is not meaningful as the Company reported
negative earnings per share on a standalone basis for the years ended March 31, 2014 and March 31, 2015. The Religare
Enterprises Limited stock price as at March 31, 2015 was `337.40/- per share (as quoted on the National Stock Exchange),
an increase of 82.38% over the last public offering, i.e. Initial Public Offer in November 2007 at the price of `185/- per share.
(viii) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last
financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and
point out if there are any exceptional circumstances for increase in the managerial remuneration: No increase in managerial
remuneration and hence not relevant for comparison.
(ix) Comparison of the each remuneration of the Key Managerial Personnel against the performance of the company:

Particlaurs Mr. Shachindra Nath Mr. Anil Saxena Mr. Mohit Maheshwari,
Group CEO Group CFO Company Secretary
(w.e.f May 30, 2014)
Remuneration in FY15 (ìn Million) 4.8 4.8 2.52

Revenue (ìn Million) 1,145.15
Remuneration of KMPs
(as % of revenue) 0.4% 0.4% 0.2%
Profit before Tax (PBT) (ìn Million) (1,035.07)
Remuneration of KMP (as % of PBT) NA NA NA
(x) The key parameters for any variable component of remuneration availed by the directors: Variable remuneration is linked to
performance of the company and no variable payment has been made to directors in FY14-15.
(xi) The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration
in excess of the highest paid director during the year: Not Applicable
(xii) Affirmation that the remuneration is as per the remuneration policy of the company: It is hereby affirmed that the remuneration
paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees.

SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2015
[Pursuant to section 204(1) of the Companies Act, 2013 and Rule no.9 of the Companies (Appointment and Remuneration
Personnel) Rules, 2014]
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2015
To,
The Members,
(L74899DL1984PLC146935)
We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate
practices by Religare Enterprises Limited (hereinafter called “the Company”). Secretarial Audit was conducted in a manner that
provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.
Based on our verification of the Company, books, papers, minute books, forms and returns filed and other records maintained by the
company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct
of secretarial audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended
on 31st March, 2015, the Company has complied with the statutory provisions listed hereunder and also that the Company has proper
Board-processes and compliance-mechanism in place to the extent based on the management representation letter/ confirmation, in
the manner and subject to the reporting made hereinafter.
We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the
financial year ended on 31st March, 2015, according to the provisions of:
(i) The Companies Act, 2013 (‘the Act’) and the rules made thereunder;
(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;
(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;
(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct
Investment, Overseas Direct Investment and External Commercial Borrowings;
(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI
Act’):-
(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992;
(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;
(d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme)
Guidelines, 1999;
(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;
(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993
regarding the Companies Act and dealing with client;
(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; (Not Applicable) and
(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998; (Not Applicable)
(vi) We have relied on the representation made by the Company and its officers for system and mechanism framed by the
Company for compliances under other the following applicable Act, Laws & Regulations to the Company
• Employees Provident Fund and Miscellaneous Provisions Act, 1952
• Provisions of Employee State Insurance Act, 1948

• Workmen’s Compensation Act, 1923
• Equal Remuneration Act, 1976 and all other allied labour laws, as informed/ confirmed to us;
• Income Tax Act, 1961
• Finance Act, 1994
• Prevention of Money Laundering Act, 2002
• Delhi Shops and Commercial Establishment Act, 1954
• Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
• Reserve Bank of India Act, 1934 and rules, regulations, circulars, notifications issued by Reserve Bank of India from
time to time for Core Investment Company.
I/we have also examined compliance with the applicable clauses of the following:
(i) Secretarial Standards issued by The Institute of Company Secretaries of India. (not notified hence not applicable during
the period under review)
(ii) The Listing Agreements entered into by the Company with the Stock Exchange(s), if applicable;
During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards,
etc. mentioned above except that the Company has not obtained the prior approval of Audit Committee in respect of three (3) related
party transactions. However, such transactions have been ratified by the said Committee later.
We further report that:
The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and
Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were
carried out in compliance with the provisions of the Act.
Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least
seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items
before the meeting and for meaningful participation at the meeting.
Majority decision is carried through while the dissenting members’ views are captured and recorded as part of the minutes.
We further report that there are adequate systems and processes in the company commensurate with the size and operations of
the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.
We further report that during the audit period the company has following events (Give details of specific events / actions having a
major bearing on the company’s affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards, etc. referred
to above).
(i) The Company has passed special resolution in its annual general meeting for approving the borrowing powers u/s 180(1) (c)
of the Companies Act, 2013.
(ii) The Company has made preferential allotment of its equity shares under the erstwhile Companies Act, 1956.
(iii) The Company has redeemed 31,100,000 preference shares in accordance with the Companies Act, 2013.
For PI & Associates,

Company Secretaries
Sd/-
Place: New Delhi Sakshi Seth
Date: June 22, 2015 ACS No.: 20740
C P No.: 8050

Management Discussion & Analysis – FY2014-15
1. Industry Overview and Macro-economic Developments

Summary
The Indian economy seems to be getting reenergised, having recorded more than 7% growth in FY2014-15. This has been on
account of improved industrial and services sector performance, along with improvement witnessed on other key parameters such as
reduction in inflation and trade deficit. Some of it is also on account of overall improvement in business sentiment since the formation
of the new government at the centre that has been working on improving the overall business environment in the country along with
strengthening bilateral relations. The overall positive sentiment was also reflected in the improved performance of the equity market
that witnessed one of the highest returns in the recent past, as also in most other segments of the financial services industry. Over
time, the monetary policy has also been easing with the containment of inflation, in order to provide a further impetus to growth. All
these factors have contributed to an expectation of a further improvement in the growth trajectory, with the growth rate likely to cross
8% if enabling structural reforms are implemented.
Markets sailed on political euphoria
According to Bloomberg data, FY2014-15 marked the highest return for the Sensex in the past five years. This was on account of
the expected turnaround in India’s economic growth after a decisive outcome in the General Elections that sent the markets rallying.
S&P BSE Sensex Returns (year-on-year)1

FY2010-11 FY2011-12 FY2012-13 FY2013-14 FY2014-15
10.5% -10.5% 8.2% 18.8% 25.0%
This euphoria continued throughout FY2014-15, when the Sensex remained above the 22,000 mark in every single month of the year.
This is unlike FY2013-14, where the Sensex remained below this level in 11 out of 12 months2.
Growth on an improving trajectory
The pulse of the Indian economy seems to be improving, with the GDP growth rate (based on the new series) gradually and consistently
rising from an anaemic 5.1% in FY2012-13 to 6.9% in FY2013-14 and reaching a healthy level of 7.3% in FY2014-15.
GDP Growth Rate3 Growth by Sector4

(new GDP series; base year: 2011-12) (based on the new GDP series)
8.0% 6.9% 7.3% Sector FY2012-13 FY2013-14 FY2014-15
6.0% 51.% Agriculture 1.2% 3.7% 0.2%
4.0% Industry 5.4% 4.5% 6.1%
2.0% Services 6.3% 9.1% 10.2%
0.0% Note: The above is GVA growth which is marginally

FY2012-13 FY2013-14 FY2014-15 different from GDP growth
The recovery in FY2014-15 was driven by industrial and services sector performance: industrial growth rebounded to 6.1% from 4.5%
in the earlier year, driven by improvement in manufacturing and utilities (electricity, gas, water supply), while services sector growth
recorded double digit growth, driven by financial services and real estate5. Overall GDP growth in FY2014-15 would have been more
robust had it not been held back by dismal performance recorded in the agriculture sector. Nonetheless, there has been steady
improvement over the last two years and the economy is firmly placed on an improving trajectory.
Note: Earlier in 2015, the Central Statistical Organisation (CSO) revised the methodology of computing Indian National Accounts, by
resetting the constant base year to 2011-12 against 2008-09 used earlier - thereby impacting growth numbers. In addition, it has also
changed the basis of measurement of GDP to Gross Value Added (GVA) as against factor cost used earlier. The discussion above
is based on the new series numbers.
1
Source: Bloomberg
2
Source: Bloomberg
3
Source: Central Statistics Office, Ministry of Statistics and Programme Implementation
4
Source: Central Statistics Office, Ministry of Statistics and Programme Implementation
5
Source: Ministry of Statistics and Programme Implementation and Religare Analysis

Inflation eased significantly
India’s inflation, both wholesale (WPI) and retail (CPI), eased significantly during the year. While WPI inflation reduced to 2% in
FY2014-15 from 6% in the previous year, CPI inflation eased to 5.9 percent from 9.5 percent in FY2013-14. This was on account of
a host of factors such as:
• Correction in food prices domestically
• Decline in global price of crude, coal and edible oils
• Moderation in growth rate of wages, which exerted lower pressure on protein-based items
• Tight monetary policy that kept demand under check6
Though these lower numbers have provided some respite, the upside risks to the same necessitate maintaining a strict vigil on the
inflation rate. The still uncertain and volatile external environment, firming crude prices and erratic monsoon all exert upward pressure
on inflation.
External conditions witnessed improvement
India’s current account deficit (CAD) recorded a seven year low of 1.3% of GDP (USD 27.5 billion) against 1.7% (USD 32.4 billion)
in FY2013-14. This was due to lower trade deficit brought about by reduced crude price and lesser gold import. This, accompanied
by higher inflows on capital account, led to a favourable balance of payments of USD 61.4 billion – the highest since FY2007-087.
The rupee also remained depreciated beginning the year with ~60.0 per USD and closing it with ~62.5 per USD in FY2014-158. The
RBI continued to play a balancing act for maintaining rupee value juggling between being buyer and seller of the greenback.
Fiscal deficit remained under control
A host of government measures to contain subsidies enabled containment of fiscal deficit within the target of 4.1%, the actual being
3.99%. Some of the measures undertaken by the government included deregulation of diesel prices, approval of domestic gas pricing
policy, and launch of direct benefit transfer scheme. To continue on its path of fiscal consolidation, the government has set itself a
target of 3.9% for FY2015-16, 3.5% for FY2016-17, and 3% for FY2017-189.
Performance of the financial services sector
Banking and Credit
Credit/Deposit Growth: Despite improved manufacturing and industrial growth, bank credit recorded dismal performance having
grown by a mere 9.5% in FY2014-15, compared to 13.9% in the previous year. This was partially due to substitution of bank credit by
commercial paper that grew by more than 80% to `1,932.7 billion as of March 201510. Improved industrial and infrastructure sector
performance accompanied by auctioning of coal blocks and telecom spectrum are expected to increase bank credit that may grow
between 14-16%.
Bank deposits too witnessed reduced growth: 11.4% against 14.1% in FY2013-14 on account of higher inflation translating into
increased outgo for disposable expenditure and lower savings. Easing inflation is expected to result in higher growth in bank deposits
in FY2015-1611. The Pradhan Mantri Jan-Dhan Yojna (PMJDY) launched by the Government of India is gaining traction with more
than 147 million new accounts opened under the scheme until the end of FY2014-15, mobilising over `159 billion in deposits12. As the
banking habits of the formerly unbanked population improve, the deposit growth rate is expected to be further bolstered.
Assets: At the end of FY2013-14, assets of scheduled commercial banks stood at `109.6 trillion, and are estimated to have grown by
10-12% during FY2014-15, reflecting the subdued growth in credit and deposits13.
6
Source: Reserve Bank of India
7
Source: “FY15 CAD moderates to a seven year low,” Assocham, 11 June 2015
8
9
Source: “Medium Term Fiscal Policy Statement” India Budget, FY16
10
Source: Reserve Bank of India Bulletin
11
Source: Reserve Bank of India Bulletin
12
Source: PMJDY Website
13

Equity Market
During the year, overall equity market volumes (NSE and BSE combined) increased by 59% to `807 trillion as against
`507 trillion in the earlier year. Market volumes in FY2014-15 were on an increasing trajectory for the first nine months, with a marginal
quarter-on-quarter decrease in the fourth quarter. Institutional investors’ participation increased significantly during the first leg of the
market rally, which was followed by participation from retail investors. Retail investors overall equity volumes increased to `25.9 trillion
as compared to `15.6 trillion in the previous year14.
Insurance
The aggregate new business premium for the life insurance industry recorded de-growth during the year, with total new business
premium decreasing 6.2% year-on-year to `1,131.4 billion in FY2014-15 against `1,201.6 billion in the earlier year15. On the other
hand, the general insurance business recorded reasonable growth, with gross written premium rising by 9.3% to `847.3 billion in
FY2014-15 against `775.4 billion in the earlier year16. Within the general insurance industry, premium income in the health insurance
segment grew faster than the industry overall, recording 16% year-on-year growth to reach `204.4 billion in FY2014-15 against `176.2
billion in FY2013-1417.
Asset management
The asset base of the Indian mutual fund industry (of 44 mutual fund houses) grew by 31% (or nearly `3 trillion) in FY2014-15 to
`11.88 trillion on account of improved sentiment in the equity market, which surged by 25%18. Further, the number of investors grew
substantially in the past fiscal, confirming the broad-based nature of growth.
Outlook
The resurgence of growth witnessed in the recent past holds out the promise of further acceleration if some structural improvements
can be made within the country and the external environment, even if not outright supportive, does not cause any major disruption.
Going forward, the economy is expected to record even higher growth rates of 7.8% and 8.1% in FY2015-16 and FY2016-17
respectively, as per forecasts by Fitch19. Even the OECD20 is of the view that the Indian economy remains strong and stable and will
record more than 7% growth in FY2015-16. The growth rate may edge over to 8% if structural reforms such as land acquisition and
greater flexibility in labour laws are approved and implemented. Goods & Services Tax (GST), if implemented in FY2016-17, is likely
to boost growth further.
The financial services industry is highly correlated to overall economic growth, and as seen from the sectoral split of India’s GDP
growth, it has in fact been a large driver of this growth. The improving GDP growth trajectory is therefore expected to further propel
the financial services industry. While segment-specific conditions and regulatory measures will affect the prospects for individual
segments within the industry, firms with a diversified business model and a cohesive strategy are most likely to gain from the improving
prospects of the industry.
2. Overview of our Business
Strategy and Business Model
India has made significant strides on its path of economic reform over the last two decades, and cyclical fluctuations aside, the
economy is structurally on a high-growth path. This growth, on the one hand, requires large amounts of financing, and on the other
hand, will generate enormous wealth, in the process creating sustained growth opportunities for the financial services industry over a
long period of time. The Religare platform has been designed to capitalise on this multi-decade growth opportunity.
14
Source: BSE Ltd. and National Stock Exchange of India Ltd., Religare Analysis
15
Source: Insurance Regulatory Development Authority of India
16
Source: General Insurance Council
17
Source: General Insurance Council
18
Source: Association of Mutual Funds in India
19
Source: Fitch Ratings Global Economic Outlook, July 2015
20
Source: OECD Global Economic Outlook, June 2015

Religare Enterprises Limited (REL) seeds and builds businesses across the financial services spectrum with the objective of
generating sustained profitability in the portfolio and creating equity value for REL. Our integrated financial services platform spans
four key verticals of the financial services industry in India – Lending, Capital Markets, Asset Management and Insurance – and
offers a virtually seamless suite of products and services to clients. With a nationwide presence – through more than 1,650 business
locations in over 500 cities and towns – and serving more than 1.1 million clients, Religare enjoys a prominent presence in the Indian
financial services space. Outside India, Religare operates in select strategically important markets, offering institutional equities
and investment banking services through the Capital Markets arm and alternative asset management products through the Asset
Management arm.
Religare Structure
REL is a Core Investment Company registered with the Reserve Bank of India (RBI)*. The operating businesses are housed in
subsidiaries and joint ventures and have independent management teams to conduct their day-to-day operations. REL’s role primarily
consists of providing capital to the operating companies, providing stewardship of the brand and group ethos, ensuring that appropriate
governance structures and risk management mechanisms are in place, and monitoring performance of the operating companies.
Risk Monitoring and Mitigation
REL has designed its portfolio such that it is present across the key verticals within the financial services industry (lending, capital
markets, asset management and insurance), serves the entire spectrum of customers (institutional, corporate, SME, HNI, mass affluent,
retail and social/rural) and operates on multiple revenue models (fee-based, balance sheet-led and fiduciary). This diversification in
the portfolio provides balance, reduces volatility and helps minimise risk from excessive concentration in a single product or segment.
The common brand and the integrated nature of our offerings across the platform, supported by the philosophy of putting the customer
first, enables us to withstand the threats from competition and commoditisation of offerings in the industry.
REL has devised a comprehensive framework for risk management and controls for the operating entities. The implementation of
the risk management framework is overseen by the Boards of the respective entities, which have representation from REL. The risk
management framework has been designed to identify, measure, report, monitor and mitigate various risks inherent in the financial
services business and mandates the Risk Management Committee of the respective Boards to monitor such risks. REL has a
centralised Internal Audit function to review and evaluate the efficacy and adequacy of internal control systems, compliance with
operating systems, accounting procedures and policies. The Internal Audit function is carried out by a reputed external firm and the
findings and recommendations are presented to the respective Audit Committees.
Key Subsidiaries and Joint Venture
REL being a Core Investment Company, the businesses are operated out of various subsidiaries and a joint venture (JV). The table
below lists our key subsidiaries and JV as at March 31, 2015, and their major areas of operation:
Company Status REL’s stake Major Area(s) of Operation

Lending
Religare Finvest Limited (RFL) Subsidiary >99.99% • SME Finance
• Capital Market Finance
Religare Housing Subsidiary (held 87.50% • Housing Finance
Development Finance through RFL)
Corporation Limited (RHDFC)
Religare Securities Limited Subsidiary 100% • Retail Equity Broking
(RSL) • Retail Currency Broking
• Online Investment Portal
• Depository Services
• E-Governance Services
*RBI Disclaimer: (a) Reserve Bank of India does not accept any responsibility or guarantee about the present position as to the financial soundness of the
company or for the correctness of any of the statements or representations made or opinions expressed by the company and for discharge of liability by the
company; (b) Neither is there any provision in law to keep, nor does the company keep any part of the deposits with the Reserve Bank and by issuing the
Certificate of Registration to the company, the Reserve Bank neither accepts any responsibility nor guarantee for the payment of the public funds to any person/
body corporate.

Religare Commodities Limited Subsidiary (held 100% • Retail Commodity Broking
(RCL) through RSL)
Religare Comtrade Limited Subsidiary (held 100% • Trading on commodities exchanges
(RCTL) through RCL)
Religare Wealth Management Subsidiary (held 100% • Wealth Management
Limited (RWML) through RSL)
Religare Capital Markets Subsidiary 100% Services offered in India
Limited (RCML) along with its • Investment Banking
overseas subsidiaries • Corporate Finance
• Institutional Equity Broking
Services offered through RCML’s overseas

subsidiaries
• Religare Capital Markets Corporate Finance

Pte Limited, Singapore
o Investment Banking
• Religare Capital Markets (Singapore) Pte

Limited, Singapore
o Securities Broking
• Religare Capital Markets (Hong Kong)

Limited, Hong Kong
o Securities Broking Services to Institutional
clients across Asia, UK and Australasian
markets including Japan
o Corporate Finance
• Bartleet Religare Securities Private

Limited, Sri Lanka
o Stock broking
o Investment advisory
o Equity research
o Online trading
Asset Management
Religare Invesco Asset Subsidiary (held 51% • Asset Management company, managing the
Management Company through RSL and Religare Invesco Mutual Fund
Private Limited (RIAMC) RGAM Investment • Portfolio Management Services
Advisers Pvt. Ltd.) • Investment Advisory Services

RGAM Investment Advisers Subsidiary 100% • Northgate Capital LLC (step-down
Private Limited (RGAM) along subsidiary, 81.95% equity held through
with its subsidiaries Religare Global Asset Management Inc.)
o Private Equity Fund of Funds
o Venture Capital Fund of Funds
o Emerging Markets Fund of Funds
• Landmark Partners LLC (step-down

subsidiary, 53.75% equity held through
Religare Global Asset Management Inc.)
o Private Equity and Real Estate Advisory
o ‘Secondaries’ investments (buying stake
from investors in established products)
• Religare Health Trust Trustee Manager Pte

Limited (100% subsidiary of RGAM)
o Manager to the Religare Health Trust, a
Business Trust listed on SGX, Singapore
Insurance
Religare Health Insurance Subsidiary 90% • Health insurance and related products
Company Limited (RHICL)
AEGON Religare Life JV 44% • Life insurance business
Insurance Company Limited
(ARLIC)
Lending
Our lending business is operated by RFL and its 87.50%-owned subsidiary, RHDFC. RFL is registered with Reserve Bank of India
(RBI) as a non-deposit taking, systemically important Non-Banking Financial Company (NBFC-ND-SI). RFL is focused on providing
debt capital to Small & Medium Enterprises (SMEs) to enable them to enhance their productive capacity and throughput – it is amongst
the first NBFCs in India to focus on this segment, having started the business in 2008. India’s SME sector accounts for nearly 45%
of its manufacturing output and approximately 40% of its exports, contributes close to 17% to the nation’s GDP and employs about
73 million people, according to the “Trends in SME Financing” study by CRISIL. Yet, the sector is woefully under-funded, giving RFL,
which has an early-mover advantage in this segment, tremendous headroom for growth.
Offerings
Given its focus on the SME sector, RFL’s offerings have been tailor-made to suit the unique requirements of this sector and comprise:
SME-Secured: RFL’s SME-Secured product enables its customers to obtain loans against their residential or commercial property.
Loans offered under this product may be utilized towards different purposes including business expansion and purchase of plant and
machinery.
SME-Unsecured: This product caters to working capital and other financial requirements of SMEs, self-employed businessmen and
professionals. Loans are granted after an in-depth and detailed financial analysis and credit underwriting of the clients.

In addition to its primary focus on lending to SMEs, RFL provides financing against shares and securities, both to retail customers and
to promoters of listed companies against their holdings in their own companies, collectively referred to as Capital Market Lending.
Specifically, RFL offers Loans Against Securities (to retail customers, secured by marketable securities held by them); IPO Financing
(providing liquidity to high net-worth individuals to enable them to subscribe to public offerings of shares); ESOP Financing (granting
loans to salaried individuals against vested stock options and shares allotted on exercise of such options, which is typically facilitated
by the employer); and Promoter Financing (lending to promoters of reputed mid-sized and large corporates against shares held by
them in their companies, as well as other collateral, in order to augment the resources at the disposal of the promoters).
In the past, RFL offered SME Commercial Asset funding for commercial vehicles (new or used) and construction equipment (heavy or
light) segments to priority sector small operators as well as high end strategic operators. This line of business has been discontinued.
Presence in SME clusters
SME units tend to be concentrated in clusters in or around large cities to take advantage of the infrastructure and ancillary services
that are available in such centres. Nearly 80% of the SME financing opportunity in India is concentrated in 25 such clusters and RFL
has systematically built its branch network to cover all these locations – as at March 31, 2015, RFL’s network comprised 28 branches
across 13 states and one Union Territory. In addition, RFL conducts business in clusters that are in proximity of those where it has
a branch using the hub-and-spoke model and in this manner services markets where it does not have a branch presence. RFL
has developed robust and comprehensive infrastructure to ensure that all critical processes – including credit assessment, risk
management, collections and recoveries – are performed in-house and has made substantial investments towards building best-in-
class infrastructure to support its business operations.
Operational Performance
After holding the balance sheet flat two years in a row, during the year, RFL increased disbursement significantly to
`71.56 billion, taking the total loans and advances (net of repayments and assignments) to `144.30 billion as at March 31, 2015 from
`114.85 billion at the end of the earlier year.
A majority of the total disbursements were accounted for by SME-Secured and SME-Unsecured, which saw disbursements of `53.48
billion and `8.94 billion respectively. RFL’s approach of picking credit selectively after a rigorous assessment process has stood it in
good stead: gross non-performing assets (90-day basis) as at March 31, 2015 stood at 2.24% and net non-performing assets (NPAs)
stood at 1.69% – levels that compare very favourably versus the industry. RFL recognises customer accounts as NPAs at 90 days past
due, in a manner similar to banks, which is more stringent than the norm of 180 days past due required of NBFCs by RBI.
Balance Sheet Strength and Credit Ratings
RFL is extremely well-capitalised and has a strong balance sheet: shareholders’ funds as at March 31, 2015 (including retained
earnings) amounted to `23.77 billion and balance sheet size stood at `171.30 billion. As a testament to the strength of RFL’s balance
sheet, short-term debt issued by RFL has received the highest credit rating while RFL’s long-term debt is rated at the equivalent of
‘AA-’. The following table lists the ratings on RFL’s debt as at March 31, 2015:
Rating Type Rating by ICRA† Amount Rating by India Ratings† Amount

(` million) (` million)
Short Term Debt [ICRA] A1+ 10,000
Commercial Paper [ICRA] A1+ 27,000 IND A1+ 30,000
Short Term Bank Loans [ICRA] A1+ 6,000 IND A1+ 30,000
Long Term Debt [ICRA] AA- (stable) 34,000 IND AA- (stable) 15,000
Long Term Bank Loans [ICRA] AA- (stable) 114,000 IND AA- (stable) 100,000
Tier-2 Subordinate Debt IND AA- (stable) 7,500
Market-Linked Debentures pp-MLD [ICRA] AA- 1,000
Additionally, RFL has obtained a Long-Term Rating of ‘CARE AA-’ from CARE† for an amount of `14,000 million.

†
ICRA stands for ICRA Limited (formerly Investment Information and Credit Rating Agency of India Limited), an associate of Moody’s
Investor Services; India Ratings refers to India Ratings and Research Private Limited, a Fitch Group Company; CARE stands for
CARE Ratings Limited (formerly Credit Analysis and Research Limited).
Affordable Housing Finance

RFL’s subsidiary RHDFC is licenced by National Housing Bank (NHB) as a Housing Finance Company (HFC) and has reoriented its
focus to providing loans for acquisition, construction and repair of dwelling units in the affordable housing segment. The “Report on
Trend and Progress of Housing in India, 2013” by NHB estimates a total deficit of 43.9 million dwelling units in rural India and 18.8
million dwelling units in urban India with 95% of the deficit in the urban areas being in the affordable housing segment. This gap
between the demand and supply needs to be closed rapidly if the aspirations of a fast-growing nation are to be met, and has created
an enormous opportunity for funding of affordable housing. The ability to assess the credit-worthiness of potential borrowers is crucial
for succeeding in this segment; robust credit assessment processes position RHDFC extremely well to capitalise on this opportunity.
Adding to its existing distribution network in Delhi NCR and Rajasthan, during the year RHDFC has expanded into three more states
– Maharashtra, Gujarat and Madhya Pradesh – geographically contiguous with its existing markets and operates through 14 branches
as at March 31, 2015.
During FY2014-15, RHDFC disbursed loans totalling `2.90 billion in the affordable housing segment, and the corresponding total
loans outstanding as at March 31, 2015 stood at `4.26 billion. While the absolute size of the affordable housing loan book is modest,
RHDFC is gaining critical scale and is set to make a meaningful impact in its target segment.

The Capital Markets & Wealth Management vertical comprises the Retail Broking (equity, commodity and currency), Institutional
Equity Broking & Investment Banking, and Wealth Management businesses.
Retail Broking
The Retail Broking business facilitates trading and investment in equities and equity derivatives, currencies and commodities for its
clients and is operated by RSL and its subsidiaries.
Retail Equity Broking: The retail equity broking business is operated by RSL, our wholly owned subsidiary. RSL is a member of
the National Stock Exchange of India Limited (NSE), BSE Limited (BSE, formerly the Bombay Stock Exchange) and Metropolitan
Stock Exchange of India Limited (MSEI) in cash equities, futures & options and currency derivatives segments. In addition, RSL
is a Depository Participant with the National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited
(CDSL) which facilitates smooth settlement of clients’ delivery-based transactions.
Retail Currency Broking: Trading in currency futures and options allows clients to hedge their capital and trading exposures in
currencies other than the Indian rupee. These products are offered by RSL as a member of the currency segment on NSE, BSE and
MSEI. Currently, the exchanges permit futures trading in four currency pairs, viz. US dollar-Indian rupee, Euro-Indian rupee, Pound
Sterling-Indian rupee and Japanese yen-Indian rupee, and options trading in the US dollar-Indian rupee pair.
Retail Commodity Broking: RCL, a wholly owned subsidiary of RSL, is registered with the Forward Markets Commission (FMC) and
is a member of the two major electronic commodities futures exchanges in India, viz., Multi-Commodity Exchange of India Limited
(MCX) and the National Commodities & Derivatives Exchange Limited (NCDEX). Exchange-based trading of futures in various
agricultural products, bullion, metals and oil & gas provides producers, end-users and intermediaries who are exposed to price risks
in these commodities, a platform for locking-in future prices and thereby hedging their exposures. Furthermore, commodities have
emerged as an alternative investment avenue to investors who are willing to deploy their capital in such commodities. RCL has
established a presence in various agricultural markets (‘mandis’) and centres where physical trading in other commodities takes place
in addition to financial centres where investors are concentrated to facilitate hedging of price risks and to provide a convenient means
of investing in an emerging asset class.
Commodities Trading: Religare Comtrade Limited (RCTL, formerly known as Religare Bullion Limited), a wholly-owned subsidiary
of RCL, is engaged in trading of various commodities, both in physical form as well as by way of exchange-traded contracts. RCTL
typically takes offsetting positions in the physical and exchange-traded markets to benefit from differences in prices in the two prices;
operating on a hedged basis, RCTL does not assume price risk.

Ancillary Services: RSL is also a TIN (Tax Information Network) and PAN (Income Tax Permanent Account Number) facilitation
partner of NSDL and offers services relating to PAN, TAN, and filing of TDS/TCS (Tax Deduction at Source/Tax Collection at Source)
returns at select branches, to help its customers fulfil their major financial services needs under a single roof. RSL is also empanelled
with Unique Identification Authority of India as an Enrolment Agency for generation of AADHAR, with E-mudra as Registering Authority/
Agent for issuance of Digital Signature Certificate and is an AMFI registered mutual fund distributor. In addition, RSL distributes life
insurance and health insurance products as a corporate agent for AEGON Religare Life Insurance Co. Ltd. and Religare Health
Insurance Co. Ltd. Respectively.
The services of the Retail Broking business are targeted at various categories of non-institutional investors, including high net worth
individuals and family offices, high-volume traders and arbitrageurs, savvy mass affluent investors and occasional investors. To meet
the trading and investing needs of such a diverse set of clients, the business has developed product propositions for every type of
client, ranging from personalised full-service offerings for high net worth individuals to execution-only services that operate without
any face-to-face contact for occasional investors. Religare is the pioneer of building a nation-wide network of branches to reach out
to investors and this continues to remain a major strength: as at March 31, 2015, the physical presence of the Retail Broking business
comprised 1,494 branches, of which 192 are owned branches and 1,302 are Business Partner locations.
Religare has always been at the cutting edge of trading technology. In addition to the “brick-and-mortar” branch channel, the Retail
Broking business provides its clients the ability to trade over the phone (“Call-N-Trade”), on the internet (through its portal www.
religareonline.com) and using feature-rich apps on the leading mobile phone platforms. RSL has entered into tie-ups with various
banks – known as the ‘Bancinvest’ channel – whereby RSL provides online trading facilities to the banks’ customers by integrating RSL’s
trading platform with the banks’ internet banking platform. RSL’s partner banks currently include Andhra Bank, Bank of Maharashtra,
Corporation Bank, Dhanlaxmi Bank Limited, IndusInd Bank Limited, Karur Vysya Bank Limited, South Indian Bank Limited, Tamilnadu
Mercantile Bank Limited, UCO Bank and Union Bank of India, and RSL continues to expand its Bancinvest partnerships.
The equity market was largely on an upswing during FY2014-15 with trading volumes dipping only in the last quarter of the financial
year. The share of the lower-yielding Futures & Options segment within overall market turnover continued to be high at 89% and the
share of the better-yielding cash equities segment stood at 11%, with adverse implications for blended yields. RSL’s market share
moved in a narrow band during the year and was approximately 1.44% for the year.
The commodities market continued to reel under the impact of the regulatory actions taken earlier and the crisis in one segment of
the market which had affected investor confidence. During FY2014-15, the commodities market turnover was largely flat. However,
RCL continued to focus on providing exceptional services to its clients and maintained its market share at around 3.2% by the last
quarter of the financial year.
Over the last few years, the industry has undergone structural changes and in response to the changing structure of the industry, our
Retail Broking business has altered its operating model to become an asset-light, flexible and predictable business. During the year,
we continued to carry out incremental consolidation of our branches and also re-evaluated a large number of our Business Partner
relationships. Consequently, the number of our owned branches was further reduced to 192 as at March 31, 2015, as against 201
at the end of the earlier year, and the number of Business Partners stood at 1,302 and 1,391 respectively. However, the distribution
footprint has not been compromised and our Retail Broking business continues to be present in 474 cities and towns, and services
over 950,000 unique customers. As a result of moving to a more flexible operating model and the focus on diligent execution of our
strategy, our Retail Broking business has attained structural profitability.
RSL continues to have a strong balance sheet and enjoys the highest short term credit rating of [ICRA] ‘A1+’ for an amount of `9 billion
which denotes very strong degree of safety regarding timely payment of financial obligations which carry lowest credit risk. RCL and
RCTL also enjoy the highest short term credit rating of [ICRA]‘A1+’ for an amount of `0.25 billion and `3 billion respectively.
Wealth Management
Our wealth management business is operated by RWML, a 100% subsidiary of RSL. RWML is an open-architecture, advisory-led
wealth management platform: it seeks to keep clients’ interest first by not exclusively distributing the products of a specific provider
but identifying products that suit the client the best by assessing the client’s needs on an ongoing basis. Right in its formative days,
RWML created a new niche in the wealth management space – between the top-end and the mass market – and continues to focus
on servicing this growing segment.

FY2014-15 was the first full year of RWML after having been fully integrated with the rest of Religare. During the year, RWML leveraged
the capabilities offered by companies across the group, notably institutional equity research, which has helped provide timely and
meaningful inputs to clients. RWML also launched a new offering during the year – ‘RPW Select’, a premium offering consisting of
enhanced services and senior management attention for clients committing assets under management above a certain level.
The capital markets were buoyant through most of the financial year resulting in strong momentum in equity products with significant
mobilization across equity mutual funds and portfolio management schemes. However, change in tax guidelines on debt mutual funds
mid-year dampened fresh allocation to the category. RWML continued to focus on building a concept driven approach in positioning
products to clients, resulting in RWML being able to maintain momentum on both deepening relationships with existing clients and
on-boarding new relationships. The business has increased share of client wallet through holistic portfolio approach and enhanced
engagement through innovative product offerings/ideas. RWML had 4,549 clients and total AUM of `44.0 billion as at March 31, 2015.
Institutional Brokerage & Investment Banking
Our institutional brokerage and investment banking business is operated in India by RCML and overseas by RCML’s subsidiaries
registered in various jurisdictions. RCML has presence in 8 countries in Asia including through partnerships with regional securities
and advisory firms. In India, RCML is registered with NSE as a multiple member in the cash segment and as a ‘Self Clearing and
Trading Member’ in the derivatives segment, and with the BSE as a member in the cash segment. RCML is also registered as a
Category I Merchant Banker with SEBI. RCML’s subsidiaries are registered with or licenced by the local regulators in the jurisdictions
they operate.
RCML provides research and sales & trading services to asset management companies, pension funds, insurance companies,
endowments and hedge funds around the world. RCML’s institutional broking business is empanelled with over 490 clients globally
as at March 31, 2015. RCML’s institutional research team possesses rich experience and provides comprehensive research for
institutional investors in the Indian and Asian markets, covering more than 160 companies in India and Asia. In addition to stock-
specific research, RCML publishes research on investment strategy and economics and also produces thematic reports for its clients.
RCML has lately gained recognition for providing high-level corporate access to its institutional clients and for organising themed
events that help clients gain insight into the functioning of Indian businesses and the Indian economy.
On the investment banking side, RCML has developed strengths in advisory as well as equity/debt capital markets services.
RCML’s capabilities extend to areas such as mergers and acquisitions advisory services, corporate restructuring advisory services,
public equity offerings, convertible bond offerings, institutional placements and private placements. RCML’s investment banking
professionals maintain relationships with businesses, private equity firms, other financial institutions and high net worth individuals
and provide them with corporate finance and investment banking advice.
RCML was instrumental in concluding a few noteworthy transactions during the year. RCML was the Book Running Lead Manager
on `3.5 billion IPO of Monte Carlo Fashions Limited - which was among the first few IPOs to hit the market during the upswing. This
was an extension of the private equity investment into Monte Carlo Fashions originally arranged by RCML in 2012. In addition, RCML
successfully completed the QIP program of `2 billion for Ashiana Housing Limited and of `4 billion for Sequent Scientific Limited.
Outside India, RCML executed a number of equity capital markets (ECM) and Advisory mandates in the ASEAN region through cutting
edge idea generation, strong global distribution and seamless execution despite challenging markets. RCML completed the SGD 90
million accelerated book-build placement for Soilbuild Business Space REIT, as Joint Placement Agent, which was the first S-REIT
placement on the Singapore Exchange for the year. RCML acted as financial advisor to two stake sales in the ASEAN region: 60%
stake sale of StreetSine Technology Group to Singapore Press Holdings and TPG’s sale of its 17.5% stake in PT BTPN, Indonesia.
Asset Management
The Asset Management vertical comprises India asset management and global asset management services.

India Asset Management
Religare Invesco Asset Management Company Pvt. Ltd. (RIAMC), 51% owned by Religare, is the investment manager for the Religare
Invesco Mutual Fund, offering various debt-oriented, equity-oriented, hybrid and fund-of-fund schemes, and exchange-traded funds,
as also discretionary and non-discretionary (advisory) portfolio management services (PMS). During FY2012-13, Religare inducted
Invesco Limited, a leading global investment management firm headquartered in the US as a partner in RIAMC with 49% equity.
Invesco has operations in over 20 countries, provides a wide range of investment strategies and vehicles to retail, institutional and
high net worth clients spread across more than 150 countries and had assets of USD 798.3 billion under management globally as at
March 31, 2015.
RIAMC closed FY2014-15 with domestic mutual fund assets of `210 billion (average for the fourth quarter of the financial year),
growth of 45% year-on-year. In addition, RIAMC managed `3.52 billion in Domestic PMS and advised `30.7 billion of offshore funds
invested in India. As at March 31, 2015, RIAMC had a total of 202,974 active investor folios. Two schemes from Religare Invesco
Mutual Fund – the Religare Invesco Credit Opportunities Fund and the Religare Invesco Infrastructure Fund – have 5 Star rating from
Value Research while another five schemes were 4 Star rated.
Global Asset Management
We have established a multi-boutique asset management business that provides investors investment avenues in various alternative
asset classes. We made our initial foray in the alternative asset management space by acquiring two leading alternative asset
managers in the US, subsequently seeded a Business Trust in Singapore and are now in the process of establishing multiple
alternative asset managers in India.
Our wholly-owned step-down subsidiary, Religare Global Asset Management Inc. (RGAM Inc.) is the holding company for asset
managers acquired by Religare in the US and is registered with the United States Securities and Exchange Commission as an
investment advisor. RGAM Inc. has been founded on the strong belief that that several factors are key to success in the alternative
asset management business, including: (a) the ability to offer proven investment capabilities and services of the highest institutional
quality; (b) the alignment of investment strategies and products with macro trends in the industry; (c) a senior management team of
committed professionals with a shared strategic vision and a strong desire to build the franchise; and (d) sufficient equity ownership
and alignment among management to operate as principals and partners of the business, and not as “agents” of the equity owners.
RGAM Inc.’s philosophy as a majority owner of an asset management firm is to be passive with respect to the day-to-day execution
of the investment strategy. RGAM Inc.’s limited involvement in the governance structure for its affiliates is designed to preserve the
autonomous operating nature and unique culture of each affiliate. RGAM Inc. has acquired controlling interests in two US-based
alternative asset managers, viz., Northgate Capital and Landmark Partners.
Northgate Capital: Northgate Capital is a leading provider of ‘customizable’ fund-of-fund investment solutions that allocates investor
capital among a range of high-quality underlying venture capital and private equity funds. In addition to fund-of-fund structures,
Northgate also offers direct investment funds. Founded in 2000, the firm has successfully raised and deployed 22 funds across
developed and emerging markets. Northgate provides its investors with access to those managers and direct company investments
that can be difficult to access or even identify. Northgate capitalizes on its proprietary due diligence process and industry relationships
that have been developed by its senior management team over the past decade. It has offices in San Francisco, London, Hong Kong,
Mexico City and New Delhi. Northgate manages approximately USD 4.4 billion of committed assets on behalf of institutional and high
net worth investors.
Landmark Partners: Landmark Partners is a leading global alternative investment management firm specializing in the acquisition
of private equity and real estate limited partnership interests in the secondary market. Founded in 1989, Landmark has formed 29
funds focused on venture capital, buyout, mezzanine and real estate limited partnership interests. These funds have been deployed
across 1,700 partnership interests that comprise 16,000 underlying company and property interests. The partners have an average of
15 years at the firm, a cumulative 183 years working together. Landmark was recognized by Private Equity International as the North
American Secondary Firm of the Year five years running – from 2009 to 2013. In addition, Landmark was recognized by PERE as the
North American Real Estate Fund-of-Funds/Secondary Firm of the Year for 2011. The firm is headquartered in Simsbury, Connecticut
with offices in Boston, Massachusetts and London. Landmark manages approximately USD 15.1 billion of committed assets primarily
on behalf of institutional investors.

During the year, Landmark Capital concluded the process of raising its next set of funds which has met with great success and added
substantially to the quantum of assets under management.
In addition to majority ownership of Northgate and Landmark, RGAM Inc. holds a strategic 40% equity stake in Investment Professionals
Limited (IPRO), Mauritius. Established in 1992, IPRO is regulated by the Financial Services Commission (Mauritius) and is today a
leading investment and portfolio manager on the island with over USD 340 million in AUM. IPRO has significant investment interests
in Sub-Saharan Africa which have been augmented through its office in Botswana.
We promoted Religare Health Trust Trustee Manager Pte Limited (RHTTM), which is the Trustee Manager of the Religare Health
Trust (RHT), a Business Trust that was listed on Singapore Stock Exchange in October 2012 through an IPO. RHT is mandated to
invest in medical and healthcare infrastructure assets and services in Asia, Australia and emerging markets in the rest of the world
and as at March 31, 2015, had total assets of approx. SGD 766 million (USD 558 million) as against SGD 705 million at the end of
the earlier year.
With a view to establishing a presence in the alternative assets space domestically in India, we are promoting new asset managers that
will develop various categories of alternative investment products. The first of such products was the Religare Credit Opportunities
Fund, a SEBI-registered Category-II Alternative Investment Fund (AIF), which was launched for subscription around the end of last
financial year. This fund is managed by Religare Credit Advisors LLP, a wholly-owned step-down subsidiary of REL. We are in the
process of developing more such products for the Indian market. To that end, during the last quarter of the financial year, we acquired
26% stake in YourNest Capital Advisors Pvt. Ltd., which manages the YourNest Angel Fund, an early stage venture capital fund.
Insurance
Health Insurance
Religare Health Insurance Company Limited (RHICL) is our subsidiary that is licenced by the Insurance Regulatory and Development
Authority of India (IRDA) to offer health insurance and related products. Two leading public sector banks, viz., Corporation Bank
and Union Bank of India, are co-promoters in this venture holding 5% equity each. RHICL has been formed to capitalise on the
vast opportunity in the health insurance space in India, stemming from low insurance penetration (high proportion of out-of-pocket
expenditure by patients) coupled with the fast rising cost of medical treatment.
RHICL launched its products in July 2012 and totally has 8 approved products spanning retail health, group health, excess of loss,
maternity, travel insurance, personal accident and critical illness policies and various riders. RHICL is developing a multi-channel
distribution model with a view to building a balanced revenue contribution from the direct, agency, bank and alternate channels.
Designing innovative products to address unmet customer needs and providing superior customer service experience have been
the key tenets of doing business for RHICL: besides enabling this through a state-of-the-art technology platform that RHICL has
developed, RHICL has since inception managed claims for all retail policies in-house as the claims experience is the chief determinant
of the customer’s perception of the insurer.
FY2014-15 was the second full year of operations for RHICL and it garnered Gross Written Premium of `2,758 million during the year
as against `1,523 million in FY2013-14, representing growth of 81%. RHICL crossed the `1 billion GWP mark in the last quarter of
the financial year. As at March 31, 2015, RHICL covered around 2.7 million lives through its individual and group health products,
and mass insurance schemes. Over 4,400 hospitals have been enrolled for providing cashless treatment to the insured. RHICL has
established a pan-India distribution network of 46 offices. RHICL’s operational processes have stabilised, and despite the recent
vintage of the business, the ratio of claims on earned premium for FY2014-15 stood at around 61%, indicating that even at the current
scale, the business being underwritten is of good quality. During the year, RHICL launched three new products, including ‘Explore’
(overseas travel insurance), ‘Secure’ (individual personal accident insurance) and ‘Joy’, one of its kind maternity and new born cover.
Life Insurance
We operate our life insurance business through AEGON Religare Life Insurance Company Limited (ARLIC), a joint venture with
AEGON N.V. REL and AEGON own 44% and 26% equity respectively in ARLIC and Bennett, Coleman & Company Limited (BCCL)
is also an investor in the venture.

ARLIC is a provider of insurance and pension products licensed by IRDA and offers a variety of traditional products (including non-
participating individual plans, participating individual plans, participating pension plan, health plans and group plans) and unit-linked
products (including unit-linked life plans and unit-linked group gratuity plan). ARLIC operates through multiple distribution channels
– agency, alternate, and direct – and has been a pioneer of direct online distribution in India, an area in which it has gained much
recognition.
During the year, we undertook a strategic review of the joint venture and found that changes in regulations have altered the expected
return profile of the business in its current form such that they no longer meet our return expectations. Based on this assessment,
we have expressed our desire to exit the venture. On May 8, 2015, we entered into a definitive agreement with BCCL to acquire our
entire stake in the joint venture. The proposed transaction is subject to regulatory approvals.
ARLIC crossed total premium income of `5 billion and sold over 65,000 new policies during FY2014-15, taking the cumulative number
of lives covered since inception to around 383,000. As at March 31, 2015, ARLIC has a pan-India distribution network with presence
in 54 locations across 22 states of India. During the year, ARLIC launched several innovative products, including the ‘AEGON
Religare iMaximize’ plan, an online unit linked product with zero allocation charges, and ‘AEGON Religare Premier Endowment
Insurance’ plan, a traditional participating plan which guarantees annual increase in sum assured.
3. Review of Financial Performance

Consolidated Results of Operations
FY2014-15 FY2013-14
Particulars Amount % of Total Amount % of Total Growth %
(` million) income (` million) income
Income from Operations 41,045.82 98.02 33,438.01 96.32 22.75
Other Income 828.14 1.98 1,279.00 3.68 (35.25)
Total Income 41,873.96 100.00 34,717.00 100.00 20.62
Expenses
Employee Benefits Expenses 8,044.61 19.21 6,447.73 18.57 24.77
Finance Costs 16,520.53 39.45 15,781.93 45.46 4.68
Depreciation and Amortization Expense 369.05 0.88 340.57 0.98 8.36
Other Expenses 12,087.71 28.87 9,515.74 27.41 27.03
Total Expenses 37,021.90 88.41 32,085.97 92.42 15.38
Profit / (Loss) before Exceptional Items & Tax 4,852.06 11.59 2,631.04 7.58 84.42
Exceptional Items
Provision for diminution in the value of long term investments - - (806.00) (2.32) nm
in a subsidiary
Profit /(Loss) after Exceptional Items & before Tax 4,852.06 11.59 1,825.04 5.26 165.86
Tax Expenses 1,642.21 3.92 1,558.65 4.49 5.36
Profit /(Loss) after Tax and before Minority Interest and 3,209.86 7.67 266.39 0.77 1,105
Share in Associates
Profit/(Loss) attributable to Minority 1,675.20 4.00 962.93 2.77 73.97
Share of Profit in Associates (Net) 3.28 0.01 3.60 0.01 (8.89)
Profit / (Loss) for the year 1,537.94 3.67 (692.94) (2.00) nm
Earnings per equity share (`)
Basic 8.56 (5.20)
Diluted 8.55 (5.20)

Note: REL, RCML and RHC Holding Pvt. Ltd. (a Promoter Group company) have entered into a tripartite agreement that places
severe long term restrictions on RCML, significantly impairing its ability to transfer funds to REL. Owing to this restriction RCML’s
consolidated financial statements have been excluded from REL’s consolidated financial statements since October 1, 2011.
Our income from operations was `41,045.82 million for the FY2014-15, as compared to `33,438.01 million for the FY2013-14,
representing an increase of 22.75%. We recorded ‘Profit before Exceptional Items & Tax’ of `4,852.06 million for FY2014-15 as
compared to ‘Profit before Exceptional Items & Tax’ of `2,631.04 million for FY2013-14. Profit for FY2014-15 was `1,537.94 million
as compared to Loss for FY2013-14 of `692.94 million. Consequently, we reported basic profit per share of `8.56 in FY2014-15 as
against basic loss per share of `5.20 in FY2013-14. The growth in income from operations and improvement in profitability have been
contributed by the underlying performance of the various segments and have been analysed below.
Segment-wise Performance
Our income from operations largely comprises of income from our SME lending activities and capital market financing facilities,
management fees received under our asset management services, income from insurance premium, commissions from securities
and commodities trading, income from depository operations, recovery of transaction fees from clients, distribution of financial
products such as insurance, mutual funds, bonds and retail subscriptions for IPOs, income from arbitrage and trading of securities
and derivatives, interest on fixed deposits with banks, profit on sale or redemption of investments and dividend income.
A comparison of the income from our operations in FY2014-15 and FY2013-14 is tabulated below, and an analysis of the variance
under the major heads between the two years follows thereafter.
FY2014-15 FY2013-14
Particulars Amount % of Total Amount % of Total
(` million) Income (` million) Income
Income from Lending Activities 20,609.70 49.22 18,679.73 53.81
Income from Investment Management and Advisory Fees 8,980.14 21.45 6,569.73 18.92
Income from Insurance Premium (Net of Premium on re-insurance 3,839.83 9.17 2,656.89 7.65
ceded)
Income from Broking Operations 2,999.44 7.16 2,363.12 6.81
Income from Current Investments 1,872.13 4.47 779.03 2.24
Income from Arbitrage and Trading of Securities and Derivatives 1,000.21 2.39 677.44 1.95
(Net)
Interest Income from Fixed Deposits with Banks 660.19 1.58 752.89 2.17
Interest Income from Delayed Payments 495.96 1.18 296.81 0.86
Income from Non- Current Investments 458.01 1.09 542.41 1.56
Income from Advisory Services 118.21 0.28 89.60 0.26
Profit on Assignment of Loans 12.00 0.03 30.36 0.09
Total 41,045.82 98.02 33,438.01 96.32
Income from Lending Activities

Our subsidiary RFL, being an NBFC, offers lending products. The interest income from our financing operations increased by 10.33%
to `20,609.70 million for FY2014-15, constituting 49.22% of our total income from `18,679.73 million for FY2013-14, constituting
53.81% of our total income. Below is a comparison of the constituents of income from financing activity in Fiscal 2015 and Fiscal 2014:
FY2014-15 FY2013-14
SME Lending
- SME-Secured 11,905.85 28.43 9,428.55 27.15
- SME-Unsecured 1,646.07 3.93 1,515.55 4.37

FY2014-15 FY2013-14
- Others 325.32 0.78 755.79 2.18
Capital Market Financing
- Loan Against Securities 2,472.57 5.90 2,657.81 7.66
- IPO Funding 18.86 0.05 18.10 0.05
Housing Loans 481.31 1.15 292.42 0.85
Other Loans 3,759.72 8.98 4,011.51 11.55
Total 20,609.70 49.22 18,679.73 53.81
SME Lending
SME-Secured: Interest income from SME-Secured portfolio increased by 26.27% to `11,905.85 million for FY2014-15 as compared
to `9,428.55 million for FY2013-14 primarily due to increase in average book size. Total Book Size (net of repayments & assignments)
as at March 31, 2015 was `102.50 billion as compared to `70.12 billion as at March 31, 2014. SME-Secured is a well-diversified
portfolio covering customers from over 70+ different industries. The product is well secured with asset coverage of around 2x.
SME-Unsecured: The revenue generated through this activity increased to `1,646.07 million constituting 3.93% of our total income
for FY2014-15 from `1,515.55 million constituting 4.37% of our total income for FY2013-14 primarily due to increase in average book
size. Total book size (net of repayments & assignments) as at March 31, 2015 was `11.12 billion.
Others: ‘Others’ represents the erstwhile SME-Commercial Assets business line which has been discontinued. Interest income from
‘Others’ was `325.32 million for FY2014-15 as compared to `755.79 million for FY2013-14. Interest income decreased in FY2014-15
as the product has been discontinued and book size (net of repayments & assignments) decreased from `4.11 billion as at March 31,
2014 to `1.50 billion as at March 31, 2015.
Capital Market Financing: Interest income from our capital markets financing activities was `2,491.43 million for FY2014-15 as
compared to `2,675.91 million for FY2013-14 primarily due to decrease in the average book size.
Income from Investment Management & Advisory Fees

Income from Investment Management and Advisory Fees increased from `6,569.73 million for FY2013-14 to `8,980.14 million for
FY2014-15 primarily due to an increase in RGAM Inc. on account of higher catch up fees on periodic closure of certain funds in one
of the affiliates.
Income from Insurance Premium

Income from Insurance Business increased by 44.52% to `3,839.83 million for FY2014-15 from `2,656.89 million for FY2013-14
primarily on account increase in scale of operations. RHICL’s Net Earned Premium was `1,537.23 million during FY2014-15 as
compared to `816.44 million during FY2013-14 and Religare’s share of ARLI’s premium income was `2,343.68 million during FY2014-
15 as compared to `1,891.64 million during FY2013-14.
Broking Related Operations

Our brokerage business receives commissions for equities, derivatives and commodities traded on the exchanges on behalf of
clients; earns fees from distribution of third party products such as mutual funds and insurance; generates income from depository
operations; and recovers transactions fees from clients.
The income arising out of our broking activities increased by 26.93% to `2,999.44 million for FY2014-15 constituting 7.16% of our total
income from `2,363.12 million for FY2013-14, constituting 6.81% of our total income. Tabulated below are the details of constituents
of our broking income.

FY2014-15 FY2013-14
Equities & Currencies 1,803.50 4.31 1,351.75 3.89
Recovery of Transaction Fees from Clients 371.68 0.89 273.18 0.79
Others 353.51 0.84 183.81 0.53
Commodities 260.62 0.62 357.82 1.02
Income from Depository Operations 210.13 0.50 196.56 0.57
Total 2,999.44 7.16 2,363.12 6.81
Equities & Currencies: Our income from equity & currency broking operations increased by 33.42% to `1,803.50 million for FY2014-
15 from `1,351.75 million for FY2013-14 as the overall market conditions improved during the year.
Commodities: The revenue from our commodities broking activities has decreased from `357.82 million for FY2013-14 to `260.62
million for FY2014-15 primarily due to a 7% decrease in average daily turnover.
Income from Non-Current and Current Investments

Income from Non-Current and Current Investments increased to `2,330.14 million for FY2014-15 as compared to
`1,321.44 million for FY2013-14 primarily due to increase in profit on sale/redemption of investments and interest income on
investments.
Other Income
Other income primarily includes balances written back/bad debts and loans written off recovered, transfer/gain on revaluation/change
in fair value, rental income etc. Our other income decreased to `828.14 million during FY2014-15 constituting 1.98% of our total
income for such period as compared to `1,279.00 million for FY2013-14 constituting 3.68% of our total income for such period. Below
is a comparison of the components of our Other Income during FY2014-15 with that in FY2013-14.
FY2014-15 FY2013-14
Balances Written Back (Net)/Bad Debts and Loans written off recov- 302.33 0.72 435.08 1.25
ered
Interest Income On-
Inter Corporate Loans 31.23 0.07 21.41 0.06
Fixed Deposits with Banks 105.49 0.25 88.84 0.26
Others 95.35 0.23 60.62 0.18
Transfer/Gain on revaluation/change in fair value 140.38 0.34 248.01 0.71
Miscellaneous Income 79.62 0.19 194.51 0.56
Rental Income 45.23 0.11 75.37 0.22
Reversal of Earlier Years Provision for Doubtful Debts/ Expenses/ 11.71 0.03 91.70 0.26
NPAs
Profit on Sale of Assets Acquired In Satisfaction Of Debt (Net) 9.32 0.02 24.21 0.07
Profit on Sale of Capital Work In Progress 7.48 0.02 39.25 0.11
Total 828.14 1.98 1,279.00 3.68

Key Ratios
` million FY2014-15 FY2013-14

Total Revenue 41,873.96 34,717.00
EBIDTA 21,741.64 18,753.53
Margin (%) 51.92 54.02
Profit Before Exceptional Items and Tax 4,852.06 2,631.04
Margin (%) 11.59 7.58
PAT 1,537.94 (692.94)
Margin (%) 3.67 (2.00)
4. Human Resources – Contribution to Business Success

Over the years, the Human Resource function has focused on building a meritocratic culture where high performance is suitably
rewarded and our strong belief in people being key differentiators has helped us in achieving business objectives with a stable
middle and top management team. This year we focused on creating synergies within the organisation at all levels. Group wide
employee engagement activities, strong and robust performance management system, reward and recognition programs to boost
employee morale, celebrate successes and retain employees have been the key delivery areas. Governance across management
levels including the Boards of our subsidiaries has also been an area of unwavering focus.
Your company has been successful in attracting high quality talent through multiple channels (employee referrals, recruitment
agencies, job portal, social networking sites, train and hire model and premier campuses) and a rigorous selection process is followed
for hiring, especially at the leadership level. As at March 31, 2015, we had a team of 5,824 dedicated professionals across our
operating subsidiaries and joint ventures. The organisation has a robust performance management system to facilitate goal setting
and mid-term as well as annual appraisal process for each and every employee based on the Balance Scorecard approach on the
online HR system. We have also created a strong bench for leadership roles in the organisation through mentoring, job rotation and
challenging assignments and are thus able to fulfil leadership positions from within the group by elevating high performers to take up
new roles. Adherence to various HR policies, alignment to organizational culture and values and efficacy of organisation structure
across businesses are monitored and supported by the group HR leadership for superior business performance and higher employee
engagement and satisfaction levels. Our continuous attempt has been to provide employees with challenging roles, opportunities for
learning and growth, an enabling work environment, relevant training and performance support through various existing and new HR
initiatives.
During the year, we further invested in our HR technology platform and upgraded the system to make it more robust and flexible to
cater to different business needs. We have been able to provide differentiated technology solutions to businesses as per their needs.
The Human Resource function has been a strategic enabler for the business and is committed to protect the interest of all stakeholders
in our journey to build a profitable and world class business.

Report on Corporate Governance for FY 2014-15
1. COMPANY’S PHILOSOPHY ON CORPORATE GOVERNANCE

The Company is committed to ensure that all stakeholders’ interests are protected, by continuously striving to increase the efficiency
of the operations as well as the systems and processes for use of corporate resources. The Company aims at achieving not only the
highest possible standards of legal and regulatory compliances, but also of effective management.
While working to enhance the corporate value of the group in the medium to long term, we place the highest importance on
strengthening and further developing our corporate governance initiatives. Our corporate structure, business and disclosure practices
have been aligned to our Corporate Governance Philosophy, transparency, accountability, fairness and intensive communication with
stakeholders are integral to our functioning. We believe in performance oriented systems. We accord highest priority to these systems
and protect the interests of all our shareholders, particularly the minority shareholders.
Our Board of Directors, guided by above philosophy, formulate strategies and policies having focus on optimizing value for various
stakeholders like consumers, shareholders and the society at large. Our Corporate Governance framework ensures that we make
the timely disclosures and share correct information regarding our financials and performance as well as business of the Company.
Your Company has complied with the requirements of Corporate Governance as laid down under clause 49 of the Listing Agreement
with the Stock Exchanges.
2. BOARD OF DIRECTORS
A. BOARD’S COMPOSITION AND CATEGORY
The Composition of Board of Directors of the Company is in conformity with the requirements of Clause 49 of the Listing
Agreement.

S.No. Category No. of Directors
1 Executive Director (Chairman & Managing Director) 1
2 Non-Executive, Independent Director ( including Women Director )* 6
3 Other Non- Executive Director (including Nominee Director)* 4
Total 11
*None of the Non-Executive Directors are responsible for the day to day affairs of the Company.
The details relating to Composition & Category of Directors, Directorships held by them in other companies and their
membership and chairmanship on various Committees of Board of other companies, as on March 31, 2015 is as
follows:

S. No. Name of the DIN Category No. of No. of Memberships/
Director Directorships Chairmanships in various
held in other other Board Committees
Companies (other than Religare
(other than Enterprises Limited)
Religare Member Chairman
Enterprises
Limited)
1 Mr. Sunil Godhwani 00174831 Executive 7 2 2
Director
2 Mr. Harpal Singh 00078224 Non-Executive 3 2 NIL
Director
3 Mr. Monish Kant Dutt 06481161 Nominee NIL NIL NIL
Non-Executive
Director*

S. No. Name of the DIN Category No. of No. of Memberships/
Director Directorships Chairmanships in various
held in other other Board Committees
Companies (other than Religare
(other than Enterprises Limited)
Religare Member Chairman
Enterprises
Limited)
4 Mr. Ravi Umesh 01355561 Non-Executive 4 1 NIL
Mehrotra Director
5 Mr. Arun 00308848 Independent 4 2 NIL
Ramanathan Non-Executive
Director
6 Mr. Avinash Chander 00041661 Independent 4 3 2
Mahajan Non-Executive
Director
7 Mr. Deepak 01312836 Independent 1 1 NIL
Ramchand Sabnani Non-Executive
Director
8 Mr. Padam Narain 01314395 Independent 8 6 3
Bahl Non-Executive
Director
9 Mr. Rama Krishna 01521858 Independent 9 6 2
Shetty Non-Executive
Director
10 Mrs. Sangeeta 00062478 Independent 6 5 1
Talwar Non-Executive
Director
11 Mr. Virendra Kumar 00020839 Non-Executive 1 1 NIL
Madan Director
*Mr. Monish Kant Dutt, Nominee & Non-Executive Director is nominated by the International Finance Corporation.
Notes:
I. The Independence of a Director is determined by the criteria stipulated under Clause 49 of the Listing
Agreement & Section 149 (6) of the Companies Act, 2013 (“Act”).
II. The directorships held by the directors, as mentioned above do not include the Alternate Directorships,
Directorships held in Private Limited Companies, Foreign Companies and Companies under Section 8 of the
Act.
III. The Committees considered for the purpose are those prescribed under Clause 49(II)(D)(2) of the Listing
Agreement(s) viz. Audit Committee and Stakeholders’ Relationship Committee of Indian Public Limited
Companies.
IV. None of the Directors are related to each other. None of the Non-Executive Directors have any material
pecuniary relationship or transactions with the Company.
V. None of the Directors on the Board is a Member of more than 10 Committees or Chairman of more than 5
Committees (as specified in Clause 49 of the Listing Agreement) across all the public companies in which the
person is a Director. Necessary disclosures regarding Committee positions in other Public Limited Companies
as on March 31, 2015 have been made by the Directors.

VI. No directors of the Company are holding position of Independent Director in more than seven listed companies.
VII. Whole Time Director of the Company is not holding position of Independent Director in more than three listed
companies.
VIII. As required under second proviso to Section 149(1) of the Act read with Clause 49 of the Listing Agreement,
Mrs. Sangeeta Talwar, a Women Director, has been appointed as an Independent Director on the Board of
the Company.
B. BOARD MEETINGS & ATTENDANCE
Minimum four pre-scheduled Board meetings are held annually. Additional Board meetings are convened by giving
appropriate notice to address the Company’s specific needs. Dates of Board Meetings are fixed in advance and agenda
papers are circulated to Directors generally one week before the meeting. Each agenda item is provided with sufficient
background and all material information is incorporated in the agenda papers for facilitating meaningful and focused
discussions at the meeting. Where it is not practicable to attach any document to the agenda, it is tabled before the
meeting with specific reference to this effect in the agenda. In special and exceptional circumstances, additional or
supplementary item(s) on the agenda are permitted. Video conferencing or other audio visual facilities are used to
facilitate Directors residing abroad or who are not able to attend meetings physically in India and present at other
locations, to participate in the meetings. In case of exigencies or urgencies, resolutions are considered by Circulation
as well.
The Board is given presentations covering the Company’s major business segments and their operations, overview
of business operations of major subsidiary companies, global business environment, the Company’s business areas,
including business opportunities and strategy and risk management practices before taking on record the Company’s
quarterly/annual financial results.
New directors to be inducted are identified by Nomination and Remuneration Committee and updated by senior
management regarding the Company’s business and operations, governing documents, detailed business strategy for
various businesses, information on key personnel, and financial information through personal orientation in separate
meetings.
During the financial year 2014-15, Four (4) Board meetings were held: May 30, 2014, July 31, 2014, November 07,
2014 and February 02, 2015. Time gap between two consecutive board meetings was not more than 120 days. Notices
of the Board meeting are generally given at least 7 days before the meeting.
The last Annual General Meeting of the Company was held on September 11, 2014.
Details of attendance of Directors at various Board Meetings and at the Annual General Meeting held during the
financial year 2014-15 is as under:
S. No Name of Director No. of Board meetings Whether attended last AGM

attended
1 Mr. Sunil Godhwani 4 Yes
2 Mr. Arun Ramanathan 4 No*
3 Mr. Avinash Chander Mahajan 4 No
4 Mr. Deepak Ramchand Sabnani 2 No
5 Mr. Harpal Singh 2 Yes
6 Mr. Padam Bahl 4 Yes**
7 Mr. Monish Kant Dutt 4 No
8 Mr. Ravi Umesh Mehrotra 4 No
9 Mr. Rama Krishna Shetty 4 No
10 Mrs. Sangeeta Talwar 4 No
11 Mr. Virendra Kumar Madan 4 No

* Mr. Arun Ramanathan being the Chairman of Stakeholders Relationship Committee granted authorization to Mr. Sunil
Godhwani to attend the Annual General Meeting on his behalf.
** Mr. Padam Bahl attended the Annual General meeting as Chairman of Audit Committee & Nomination and
Remuneration Committee to answer to all the queries of shareholders.
Information available to the Board
During the year 2014-15, information as mentioned in Annexure – X to Clause 49 of the Listing Agreement, wherever
applicable, has been placed before the Board for its consideration.
The aforesaid information is generally provided as a part of the agenda of the board meeting and/or is placed at the
table during the course of the meeting. Key Managerial Personnel and other senior management staff is also invited
to the Board Meetings to present reports on the Company’s operations and internal control systems. The Company
Secretary, in consultation with the Chairman, prepares the agenda. In special and exceptional circumstances, additional
or supplementary item(s) on the agenda are permitted to be taken up as ‘any other item’. Further, the Board periodically
reviews Compliance Reports in respect of laws and regulations applicable to the Company.
Separate Meeting of Independent Director’s & Familiarization Programme for Independent Directors
During Financial Year 2014-15, one Separate Meeting of the Independent Directors of the Company was held on
November 06, 2014 without the attendance of non-independent directors and members of management. Along with
other matters, Independent Directors discussed the matters specified in Schedule IV of the Act and Clause 49 of the
Listing Agreement.
Company has also carried out Familiarization Programme on November 06, 2014 in accordance with the Independent
Director’s Training Policy of the Company. Details of Familiarization Programmes conducted are uploaded on the
website of the Company & can be accessed through the link http://www.religare.com/Familiarisation-Prgm-for-ID.aspx.
SHAREHOLDING OF EXECUTIVE DIRECTORS
The shareholding of Executive Directors of the Company as on March 31, 2015 is as follows:
S. No. Name of Director Number of Equity Shares Held

1 Mr. Sunil Godhwani 1,500,000
Total 1,500,000
3. COMMITTEES OF THE BOARD

There are 9 Board level Committees – Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship
Committee, Corporate Social Responsibility Committee, Share Allotment Committee, Investment and Borrowing Committee,
Risk Management Committee, Asset Liability Committee and Related Party Transactions Sub-Committee.
Details of the role and composition of Board Committees constituted as per requirements of Clause 49 of the Listing Agreement,
including number of meetings held during the financial year and attendance thereat are provided below:
A. Audit Committee
(i)
Composition
The Composition of the Audit Committee as at March 31, 2015 is as under:
S. No. Name of Member Position

1 Mr. Padam Bahl Chairman
2 Mr. Arun Ramanathan* Member
3 Mr. Rama Krishna Shetty Member
4 Mr. Sunil Godhwani Member

*Mr. Arun Ramanathan appointed as member of Audit Committee w.e.f. May 30, 2014.
The Composition of the Committee meets the requirements of Section 177 of the Act and Clause 49 of the Listing
Agreement. The Chairman of the Committee is an Independent Director. The Company Secretary of the Company
acts as the Secretary of the Committee. All the members of the Committee have the ability to read and understand the
Financial Statements.
(ii) Terms of Reference
Primarily, the Audit Committee is responsible for:
1) Oversight of the Company’s financial reporting process and the disclosure of its financial information to
ensure that the financial statement is correct, sufficient and credible.
2) Recommending to the Board, the appointment, re-appointment and, if required, the replacement or removal
of the statutory auditor and the fixation of audit fees.
3) Approval of payment to statutory auditors for any other services rendered by the statutory auditors.
4) Reviewing, with the management, the annual financial statements before submission to the Board for
approval, with particular reference to:
a. Matters required being included in the Director’s Responsibility Statement to be included in the Board’s
Report in terms of clause (c) of sub-section 3 of Section 134 of the Act.
b. Changes, if any, in accounting policies and practices and reasons for the same.
c. Major accounting entries involving estimates based on the exercise of judgment by management.
d. Significant adjustments made in the financial statements arising out of audit findings.
e. Compliance with listing and other legal requirements relating to financial statements.
f. Disclosure of any related party transactions.
g. Qualifications in the draft audit report.
5) Reviewing, with the management, the quarterly financial statements before submission to the Board for
approval.
6) Reviewing, with the management, the statement of uses / application of funds raised through an issue (public
issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those
stated in the offer document/prospectus/notice and the report submitted by the monitoring agency monitoring
the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the Board
to take up steps in this matter.
7) Reviewing independence and performance of auditors, effectiveness of audit process.
8) Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit
department, staffing and seniority of the official heading the department, reporting structure coverage and
frequency of internal audit.
9) Discussion with internal auditors any significant findings and follow up there on.
10) Reviewing the findings of any internal investigations by the internal auditors into matters where there is
suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the
matter to the Board.
11) Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well
as post-audit discussion to ascertain any area of concern.
12) To look into the reasons for substantial defaults in the payment to the depositors, debenture holders,
shareholders (in case of non-payment of declared dividends) and creditors.

13)
Approval of appointment of CFO (i.e. the whole-time Finance Director or any other person heading the
finance function or discharging that function) after assessing the qualifications, experience & background,
etc. of the candidate.
14) Approval or any subsequent modification of transactions of the company with related parties.
15) Scrutiny of inter-corporate loans and investments.
16) Valuation of undertakings or assets of the company, wherever it is necessary.
17) Evaluation of internal financial controls and risk management systems.
18) Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal
control systems.
19) To review the functioning of the Whistle Blower mechanism.
20) Such other role/functions as may be specifically referred to the Committee by the Board of Directors and / or
other committees of Directors of the Company and specified in Listing agreement.
(iii) Meetings and attendance during the year
During the financial year 2014-15, Four (4) meetings of the Audit Committee were held: May 29, 2014, July 30,
2014, November 06, 2014 and February 02, 2015.
The attendances of Members at the meetings of the Committee held during the year are as follows:
S. No. Name of the Member No. of Meetings Attended

1 Mr. Padam Bahl 4
2 Mr. Arun Ramanathan* 3
3 Mr. Rama Krishna Shetty 4
4 Mr. Sunil Godhwani 4
5 Mr. Deepak Ramchand Sabnani# 0
*Mr. Arun Ramanathan is appointed as Member w.e.f. May 30, 2014.
#Mr. Deepak Ramchand Sabnani Ceased to be Member w.e.f. May 30, 2014.
Group Chief Executive Officer, Group Chief Finance Officer, President Treasury, Financial Controller and
representatives of the Statutory and Internal Auditors normally attend the Audit Committee meetings by invitation.
Separate Meeting with Statutory Auditors: In order to get the inputs and opinion of the Statutory Auditors,
the Committee also held one separate one-to-one meeting with Statutory Auditors on May 28, 2015 without the
presence of the Management.
B. Nomination and Remuneration Committee
(i)
Composition
The composition of the Nomination and Remuneration Committee as at March 31, 2015 is as under:-
S. No. Name of Member Position

1 Mr. Padam Bahl Chairman
3 Mr. Virendra Kumar Madan* Member
* Mr. Arun Ramanathan and Mr. Virendra Kumar Madan appointed as Members w.e.f. May 30, 2014.
Chairman of the Committee is an Independent Director. The Company Secretary of the Company acts as the
Secretary of the Committee.

The role of the Nomination and Remuneration Committee includes:
I. Formulation, superintendence and administration of Director’s appointment & remuneration policy;
II. Formulation, superintendence and administration of Key Managerial Personnel’s appointment and
remuneration policy;
III. Formulation, superintendence and administration of employees remuneration policy;
IV. Formulation, superintendence and administration of Annual Performance Evaluation Policy of the Board;
V. Oversee the Company’s nomination process for the top level management and specifically to identify, screen
and review individuals qualified to serve as executive directors, non-executive directors and independent
directors consistent with the criteria approved by the Board and to recommend for approval by the Board
nominees for election at the Annual General Meeting of the Company;
VI. Superintendence and administration of the Employee Stock Option Schemes of the Company;
VII. Such other role/functions as may be specifically referred to the Committee by the Board of Directors and / or
other committees of Directors of the Company or mentioned in the Listing agreement.
During the financial year 2014-15, three (3) meetings of the Committee were held: July 30, 2014, November 07,
2014 and February 02, 2015.
The attendances of Members at the meetings of the Committee held during the year are as follows:-
S. No. Name of the Member No. of Meetings attended

1 Mr. Padam Bahl 3
3 Mr. Virendra Kumar Madan* 3
4 Mr. Sunil Godhwani# NA
5 Mr. Rama Krishna Shetty# NA
6 Mr. Deepak Ramchand Sabnani# NA
*Mr. Virendra Kumar Madan and Mr. Arun Ramanathan appointed as Members w.e.f. May 30, 2014.
#Mr. Sunil Godhwani, Mr. Rama Krishna Shetty and Mr. Deepak Ramchand Sabnani ceased to be Members w.e.f.
May 30, 2014.
C. Stakeholders Relationship Committee
(i)
Composition
The Stakeholders Relationship Committee has been constituted to specifically look into the redressal of
Shareholders and Investors complaints and other shareholders related issues.
The composition of Stakeholders Relationship Committee as at March 31, 2015 is as under -
S. No. Name Position

1 Mr. Arun Ramanathan* Chairman
2 Mr. Avinash Chander Mahajan* Member
3 Mrs. Sangeeta Talwar* Member

*Mr. Arun Ramanathan, Mr. Avinash Chander Mahajan, Mrs. Sangeeta Talwar and Mr. Virendra Kumar Madan
appointed as Members w.e.f. May 30, 2014.
Chairman of the Committee is a Non –Executive, Independent Director. The Company Secretary of the Company
acts as the Secretary to the Committee.
The role of the Stakeholders Relationship Committee includes:
1. Overseeing and reviewing all matters connected with securities of the Company.
2. Redressal of Shareholders’/Investors’/Debenture holders’/other security holders complaints/queries related

to transfer/transmission/consolidation/splitting of shares, non-receipt of Balance Sheet, dividend etc.
3. Overseeing the performance of the Registrar and Transfer Agent of the Company and recommends measures
for overall improvement in the quality of Investor services.
4. Such other role/functions as may be specifically referred to the Committee by the Board of Directors and / or
other committees of Directors of the Company or mentioned in the Listing agreement.
During the year ended March 31, 2015, four (4) meetings of the Committee were held – May 29, 2014; July 31,
2014, November 07, 2014 and February 02, 2015
The attendance of Members at the meetings of the Committee held during the year are as follows:-
S. No. Name No. of Meetings attended

2 Mr. Avinash Chander Mahajan* 3
3 Mrs. Sangeeta Talwar* 3
5 Mr. Virendra Kumar Madan* 3
6 Mr. Padam Bahl# 1
*Mr. Arun Ramanathan, Mr. Avinash Chander Mahajan, Mrs. Sangeeta Talwar and Mr. Virendra Kumar Madan
appointed as Members w.e.f. May 30, 2014.
# Mr. Padam Bahl and Mr. Deepak Ramchand Sabnani ceased to be Members w.e.f. May 30, 2014.
The details of investor complaints received and resolved during the period April 1, 2014 to March 31, 2015 is as
under:
No. of Investor No. of Investor No. of Investor No. of Investor

Complaints pending at Complaints received Complaints resolved Complaints pending at
the beginning of April from April 1, 2014 to from April 1, 2014 to the end of March 31,
1, 2014 March 31, 2015 March 31, 2015 2015
0 42 42 0
The Company addresses all complaints/grievances, suggestions and grievances expeditiously and replies have
been sent/ issues resolved within 15 days from the date of lodgement of complaint’s/grievances.
Mr. Mohit Maheshwari, Company Secretary is the Compliance Officer of the Company.

D. Corporate Social Responsibility Committee
(i)
Composition
The Corporate Social Responsibility Committee of the Board (“CSR Committee”) has been constituted on April 25,
2014, to oversee the CSR Policy of the Company and recommend the amount of expenditure to be incurred on
the activities mentioned in the Schedule VII of the Act. The composition of CSR Committee as at March 31, 2015
is as under:-

1 Mr. Sunil Godhwani Chairman
2 Mr. Arun Ramanathan Member
3 Mr. Avinash Chander Mahajan Member
4 Mrs. Sangeeta Talwar Member
(ii) Meetings and attendance during the year

During the year ended March 31, 2015, three (3) meetings of the Committee were held – July 31, 2014; November
07, 2014 and February 02, 2015

2 Mr. Arun Ramanathan 3
3 Mr. Avinash Chander Mahajan 3
4 Mrs. Sangeeta Talwar 3
E. Share Allotment Committee

(i)
Composition
The Share Allotment Committee has been constituted to look after the matters pertaining to the issue, offer,
allotment and cancellation of securities including ESOP/SAR/Equity/Preference shares/instruments convertible
into Equity Shares, whether optionally or otherwise and GDRs, of the Company, to make call on securities, to
invite & accept further subscription money on securities, to issue share certificates/receipts, to redeem/convert
securities and to do all such acts, deeds and things as may be considered necessary and incidental thereto.
The composition of Share Allotment Committee as at March 31, 2015 is as under:-

2 Mr. Ravi Mehrotra* Member
*Mr. Virendra Kumar Madan and Mr. Ravi Mehrotra appointed as Members w.e.f. May 30, 2014.
During the year ended March 31, 2015, two (2) meetings of the Committee were held –May 06, 2014 and May 22,
2014


2 Mr. Ravi Mehrotra* NA
3 Mr. Virendra Kumar Madan* NA
4 Mr. Padam Bahl# 2
*Mr. Virendra Kumar Madan and Mr. Ravi Mehrotra appointed as Members w.e.f. May 30, 2014.
# Mr. Padam Bahl and Mr. Deepak Ramchand Sabnani ceased to be Members w.e.f. May 30, 2014.
F. Investment and Borrowing Committee
(i) Composition
Investment & Borrowing Committee has been constituted to invest the funds of the Company, borrow monies
and make loans in the form of subscription/acquisition/purchase of securities, loans, Guarantees, Inter Corporate
Deposits in Subsidiaries/Joint Ventures or otherwise. The composition of Investment and Borrowing Committee as
at March 31, 2015 is as under:-

2 Mr. Padam Bahl* Member
3 Mr. Ravi Mehrotra Member
*Mr. Padam Bahl appointed as Member w.e.f. May 30, 2014.
During the year ended March 31, 2015, four (4) meetings of the Committee were held –May 07, 2014; September
11, 2014; October 21, 2014 and March 24, 2015.

2 Mr. Padam Bahl* 0
3 Mr. Ravi Mehrotra 4
*Mr. Padam Bahl appointed as Member w.e.f. May 30, 2014.
#Mr. Deepak Ramchand Sabnani ceased to be Member w.e.f. May 30, 2014.
G. Risk Management Committee
(i) Composition
The Risk Management Committee has been constituted to review integrated risk of the company and to provide
operational and policy guidance to the Company which paves the way for an effective risk management. The
composition of Risk Management Committee as at March 31, 2015 is as under:-


*Mr. Arun Ramanathan, Mr. Avinash Chander Mahajan and Mrs. Sangeeta Talwar appointed as Members w.e.f.
May 30, 2014.
During the year ended March 31, 2015, two (2) meetings of the Committee were held –May 29, 2014 and November
06, 2014

6 Mr. Padam Bahl# 1
May 30, 2014.
#Mr. Padam Bahl ceased to be Member w.e.f. May 30, 2014.
H. Asset Liability Committee
(i)
Composition
The Asset Liability Committee has been constituted to manage liquidity and interest rate risk and to put in place
the ALM system and to decide the product pricing for the loans, maturity profile and mix of the incremental assets
and liabilities. The composition of Assets Liability Committee as at March 31, 2015 is as under:-

May 30, 2014.
During the year ended March 31, 2015, four (4) meetings of the Committee were held – May 29, 2014; July 31,
2014; November 06, 2014 and February 02, 2015

6 Mr. Padam Bahl# 1
May 30, 2014.
#Mr. Padam Bahl ceased to be Member w.e.f. May 30, 2014.

I. RPT Sub-Committee
(i) Composition
Related Party Transactions Sub-Committee has been constituted to monitor and regulate transactions between
the Company and its Related Parties in terms of shareholder agreement with International Finance Corporation.
The composition of RPT Sub-committee as at March 31, 2015 is as under:-

2 Mr. Avinash Chander Mahajan Member
3 Mr. Monish Kant Dutt Member
During the year ended March 31, 2015, four (4) meetings of the Committee were held –May 30, 2014; July 31,
2014; November 07, 2014 and February 02, 2015

2 Mr. Avinash Chander Mahajan 4
3 Mr. Monish Kant Dutt 4
4 Mr. Padam Bahl* 1
5 Mr. Rama Krishna Shetty* 1
*Mr. Padam Bahl and Mr. Rama Krishna Shetty ceased to be Members w.e.f. May 30, 2014.
4. POLICIES ON APPOINTMENT & REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL AND OTHER
EMPLOYEES
The Nomination and Remuneration Committee (“NRC”) has determined the criteria to identify the Directors and Key Managerial
Personnel (KMP) in accordance with the criteria laid down, and recommended to the Board following policies relating to the
appointment and remuneration for the Directors, Key Managerial Personnel and other employees which were approved by the
Board:
1. Employee Remuneration Policy
2. Director’s Fit & Proper Policy
3. Director’s Appointment & Remuneration Policy
4. KMP’s Appointment & Remuneration Policy
Appointment
NRC determines the criteria of appointment to the Board and is vested with the authority to identify candidates for appointment
to the Board of Directors. In evaluating the suitability of a person for appointment / continuing to hold appointment as a
Director, the NRC takes into account apart from others, Board diversity, person’s eligibility, qualification, expertise, track
record, general understanding of the business, professional ethics, integrity, values and other fit and proper criteria’s. Based
on recommendation of the NRC, the Board evaluates the candidate(s) and decide on the selection of the appropriate member.
In case of re-appointment of any Board member, NRC basis evaluation scores of the concerned Board member pursuant to
performance evaluation, recommends its decision to the Board to extend or continue the term of appointment of the Board
member.
The authority to identify right candidates for appointment of KMP’s is vested with the CEO. The CEO along with HR Head
identifies candidates internally or externally and proposes to NRC for its approval for appointment along with proposed
remuneration. The remuneration proposed used to be consistent with the strategy of the company and in line with the
comparable market & internal remuneration benchmarks.

In case of CEO’s appointment & remuneration, NRC initiates the process of identifying the CEO. After identification of the
candidate, NRC proposes the candidature to Board for its approval for appointment.
Remuneration
The remuneration of Executive / Non-Executive Directors and KMPs is governed by the external competitive environment,
track record, potential, individual performance and performance of the Company as well as industry standards and decided
by NRC in accordance of abovementioned policies. NRC conducts a review of director compensation on a periodic basis to
ensure directors of the Company are compensated effectively in a manner consistent with the strategy of the Company and to
further ensure that the Company will be able to attract, retain and reward those who contribute to the success of the Company.
CEO’s remuneration is determined keeping in view the industry benchmark & the relative performance of the company to the
industry performance. It is proposed by NRC and subsequently approved by the Board.
(a) Remuneration of Executive Directors
Remuneration of Executive Directors is decided by the Board based on recommendation of Nomination and
Remuneration Committee within the ceiling fixed by the Shareholders and permissible under the Act. Remuneration
paid to the Executive Directors for the year ended March 31, 2015 and the disclosure as per the requirement of
Schedule V of the Act and Listing Agreement, are as follows:
Name of the Salary & Commission Perquisite Retiral Total Stock Options
Director Allowances payable Benefits Granted
(Amount in `)
Mr. Sunil 4,800,000 Nil Nil Nil 4,800,000 (2) 120,750 REL
Godhwani ESOS 2006 (1)
1,350,000 REL
ESOS 2012 (1)
(1) As per the Religare Enterprises Limited Employees Stock Options Scheme, 2006, 120,750 Stock Options at the
price of `140/- per share and as per Religare Employee Stock Option Scheme 2012, 1,350,000 Stock Options
at the price of `387/- per share have been granted. Presently, no Stock Option is exercised and according to the
aforesaid Schemes, the same can be exercised over a period of nine years from the date of vesting.
(2) The Company has filed an application with Ministry of Corporate Affairs (MCA) under Sec. 309(5B) of the
Companies Act, 1956 for waiver of recovery of excess amount of `7.61 Cr. paid to Mr. Sunil Godhwani during
Financial Year 2011-12. MCA vide its letter dated October 29, 2014 permitted to waive of recovery of `12,730,000/-
(Rupees One Crore Twenty Seven Lacs Thirty Thousand Only). Remaining remuneration was paid back to the
Company.
(b) Remuneration of Non-Executive Directors
Non-Executive Directors including Independent Directors do not have any pecuniary relationship or transactions with
the Company. They were paid only the sitting fees for attending the meetings of the Board of Directors and Committee
meetings within the limits as prescribed under the Act. Independent Directors are paid sitting fees of `100,000/- per
meeting for attending the Board and Committee meetings. Non-Independent Non-Executive Directors are paid sitting
fees of `25,000/- per meeting for attending the Board and Committee meetings.
Details of remuneration paid to Non-Executive Directors during FY 2014-15 and their shareholding in the Company as
at 31st March 2015 is as follows:
S. Name of Director Sitting Fees Salary Benefits or Stock Shareholding

No (`) (`) Bonuses Options (Number of
Share)
1 Mr. Arun Ramanathan 1,920,000 Nil Nil Nil Nil
2 Mr. Avinash Chander 1,620,000 Nil Nil Nil Nil
Mahajan

S. Name of Director Sitting Fees Salary Benefits or Stock Shareholding
No (`) (`) Bonuses Options (Number of
Share)
3 Mr. Deepak Ramchand 200,000 Nil Nil Nil Nil
Sabnani
4 Mr. Harpal Singh 50,000 Nil Nil Nil Nil
5 Mr. Monish Kant Dutt 170,000 Nil Nil Nil Nil
6 Mr. Padam Bahl 920,000 Nil Nil Nil 500
7 Mr. Ravi Umesh Mehrotra Nil Nil Nil 350,000 @ Nil
8 Mr. Rama Krishna Shetty 620,000 Nil Nil Nil 100
9 Mrs. Sangeeta Talwar 1,320,000 Nil Nil Nil Nil
10 Mr. Virendra Kumar Madan 245,000 Nil Nil Nil Nil
@As per Religare Employee Stock Option Scheme 2012, 350,000 Stock Options at the price of `387/- per share
have been granted. Presently, no Stock Option is exercised and according to the aforesaid Scheme, the same can be
exercised over a period of nine years from the date of vesting.
No Independent Directors hold any convertible instruments i.e. convertible into equity shares of the company.
Apart from receiving sitting fees, no Non-Executive Directors including Independent Directors received any fixed
component & performance linked incentives from the company during the period under review.
Further, there were no other pecuniary relationships or transactions of the Non-Executive Directors vis-à-vis the
Company.
5. ANNUAL PERFORMANCE EVALUATION

Pursuant to the provisions of the Act and Clause 49 of the Listing Agreement, Board has adopted Board Evaluation Policy
(“Policy”) for carrying out the evaluation of Board as whole, the Board Committees and individual Directors including
Independent Directors. Pursuant to the Policy, Board has carried out the annual performance evaluation of the Board as whole,
all the Board Committees and individual Directors for FY 2014-15. Parameters have been prescribed in the evaluation forms
provided in the Policy for evaluation of Board as whole, the Board Committees and individual Directors which include various
aspects of Board’s functioning such as composition and size of the Board and its Committees, Board’s vision and long-term
strategic thinking, Board culture, Committee’s responsiveness to the Board, individual Director’s knowledge of Company’s
Business and key areas, his concern for stakeholders and working of internal controls etc.
Further, Independent Directors have also carried out the performance evaluation of Board as a whole, Non-Independent
Directors and Chairperson of the Company in their meeting held on May 28, 2015.
The Board of Directors expressed their satisfaction with the Policy and Annual Performance Evaluation process and evaluation
results.
6. GENERAL BODY MEETINGS
(A) Annual General Meetings
Details of the Annual General Meetings held in the last three years:
Year Date Day Time Venue Special Resolutions

Passed
2011-2012 29.08.2012 Wednesday 4:30 P.M. Air Force Auditorium, Subroto No Special Resolution
Park, New Delhi – 110010 was Passed
2012-2013 13.09.2013 Friday 4:30 P.M. Air Force Auditorium, Subroto *3 Special Resolutions
Park, New Delhi – 110010 were passed
2013-2014 11.09.2014 Thursday 4:00 P.M. Air Force Auditorium, Subroto ** 4 Special Resolutions
Park, New Delhi – 110010 were passed

*Resolutions pertaining to the following matters were passed as Special Resolutions:
• Payment of remuneration to Mr. Avinash Chander Mahajan
• Payment of remuneration to Mr. Arun Ramanathan
• Keeping register of members and debenture holders at office of registrar and transfer agent of Company.
The above Resolutions were passed with requisite majority
** Resolutions pertaining to the following matters were passed as Special Resolutions:
• Payment of Commission to Non Whole-Time Directors
• Borrowing money upto `3000 Crores over and above the aggregate of paid up capital and free reserves of the
Company.
• Amendment of Articles of Association of the Company by inserting new Article 159A.
• Raising of funds upto `1000 Crores through further issue of Capital.
No Special Resolution was put through Postal Ballot at the last Annual General Meeting nor is proposed at the ensuing
Annual General Meeting.
(B) Extra-ordinary General Meeting
During the period under review, no Extra-ordinary General Meeting was held.
(C) Postal Ballot
During the financial year 2014-15, the Company has passed the following resolutions through Postal Ballot in pursuance
of Section 110 of the Act and Companies (Management and Administration) Rules, 2014 (erstwhile section 192A of the
Companies Act, 1956 read with Companies (Passing of the Resolution by Postal Ballot) Rules, 2011) :
• Preferential allotment of Equity Shares to Bestest Developers Private Limited & Standard Chartered Bank
(Mauritius) Limited
• Payment of remuneration to Mrs. Sangeeta Talwar, Independent Non-Executive Director of the Company
The result of the postal ballot was declared on May 08, 2014.
Person conducting the postal ballot exercise
Mr. Sunil Godhwani, Chairman & Managing Director and Mr. Mohit Maheshwari, Senior Vice President – Compliance
& Secretarial & Company Secretary of the Company were appointed as persons responsible for conducting postal
ballot process in a fair and transparent manner. Mr. Sanjay Grover, F.C.A., F.C.S., Company Secretary in Whole- time
Practice was appointed as Scrutinizer for the Postal Ballot process. Mr. Sanjay Grover conducted the process and
submitted his report to the Chairman.
A detailed procedure followed by the Company for conducting the Postal Ballot process is provided hereunder:
Procedure followed
• The Company issued the Postal Ballot Notice dated March 31, 2014, for the above-mentioned resolutions. The
draft resolutions together with the explanatory statement, the Postal Ballot forms and self-addressed postage
pre-paid envelope were sent to the Members through e-mail and post. As per requirements of Listing Agreement,
e-voting facility was also provided to Shareholders of the Company;
• Members were advised to read carefully the instructions printed on the Postal Ballot form and return the duly
completed form in the attached self-addressed postage pre-paid envelope, so as to reach the Scrutinizer on or
before close of working hours on May 07, 2014;
• After due scrutiny of all the Postal Ballot forms received & considering the voting through electronic mode upto the
close of working hours on May 07, 2014, Mr. Sanjay Grover submitted his report on May 08, 2014;

• The results of the Postal Ballot were declared on May 08, 2014. The date of declaration of the results of the postal
ballot was taken as date of passing of the resolutions;
• The results of the postal ballot were published in Business Standard (Hindi and English edition) and also placed
at the website of the Company.
Details of Voting Pattern
After scrutinizing all the postal ballot forms received, the scrutinizer reported as under:
RESOLUTION NO. 1- Preferential allotment of Equity Shares to Bestest Developers Private Limited & Standard
Chartered Bank (Mauritius) Limited (e-voting and postal mode)
Particulars No. of No. of Equity Paid-up value of the % of Total

Shareholders Shares Equity Shares Paid-up
Equity
(In `)
Capital
a) Total votes received 95 102,166,137 1,021,661,370 68.29
b) Less: Invalid votes 2 65,853 658,530 0.04
c) Net Valid votes casted 93 102,100,284 1,021,002,840 68.25
d) Votes with assent for the 86 102,074,867 1,020,748,670 68.23
Resolution
e) Votes with dissent for the 7 25,407 254,070 0.02
Resolution
RESOLUTION NO. 2 - Payment of remuneration to Mrs. Sangeeta Talwar, Independent Non-Executive Director of the
company (e-voting and postal mode)
Particulars No. of No. of Equity Paid-up value of the % of Total

Shareholders Shares Equity Shares Paid-up
Equity
(In `)
Capital
a) Total votes received 95 102,166,137 1,021,661,370 68.29
b) Less: Invalid Votes 1 65,833 658,330 0.04
c) Net Valid votes casted 94 102,100,304 1,021,003,040 68.25
d) Votes with assent for the 87 102,075,369 1,020,753,690 68.23
Resolution
e) Votes with dissent for the 7 24,935 249,350 0.02
Resolution
(D) Unclaimed Shares

SEBI vide Circular No. SEBI/CFD/DIL/LA/1/2009/24/04 dated April 24, 2009 introduced Clause 5A in the Listing
Agreement to provide a uniform procedure for dealing with unclaimed shares i.e. shares issued pursuant to the Public
Issues but remaining unclaimed despite of the best efforts of the Registrar to Issue or the Company. The Clause inter-
alia required transfer of such shares and any other corporate benefit related to these shares to a separate Demat
Suspense Account.
Therefore, to comply with the above mentioned statutory requirements the Company opened a separate Demat
Suspense Account in the name and style of “Religare Enterprises Limited – IPO Suspense Account” and the shares
lying unclaimed as on that date were transferred to the above said suspense account on July 27, 2009.

The details of such equity shares as on 31st March 2015 are as follows:
S. No. Description Number of Shares /

Shareholders
1 Total number of Shareholders in the Suspense Account at the beginning of the 14 Shareholders
year
2 Total number of outstanding equity shares in the Suspense Account lying at the 490 Equity Shares
beginning of the year
3 Number of Shareholders who approached the Company for transfer of shares 0
and to whom shares were transferred from Suspense Account during the year
4 Number of shares transferred from Suspense Account to Beneficiary Account 0
during the year
5 Total number of Shareholders in the Suspense Account at the end of the year 14 Shareholders
6 Total number of outstanding equity shares in the Suspense Account lying at the 490 Equity Shares
end of the year
Further, the voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares.
7. DISCLOSURES
A. Related Party Transactions
All the transactions entered into with Related Parties as per the Companies Act, 2013 and Clause 49 of the Listing
Agreement during the Financial Year 2014-15 were in ordinary course of business and on an arm’s length basis and do
not attract provisions of Section 188 of the Companies Act, 2013. Further, there was no material related party transaction
which required shareholder’s approval and was required to be disclosed quarterly along with the compliance report on
Corporate Governance.
The required statements / disclosures with respect to the related party transactions are placed before the Audit
Committee on regular basis. Suitable disclosures as required by the Accounting Standard-18 have been made in notes
to the Financial Statements.
Further, the Company has not entered into any transaction of material nature with Promoters, the Directors or the
management, their subsidiaries or relatives etc. that may have any potential conflict with the interest of the Company.
The related party transactions are entered into based on considerations of various business exigencies, such as
synergy in operations, and the Company’s long term strategy for investments, profitability, legal requirements, liquidity
and capital resources of subsidiaries, associates and group companies.
The Company has formulated a policy relating to the dealing with Related Party Transactions. Same is also uploaded
on the website of the company & can be accessed through the link http://www.religare.com/Policies.aspx.
B. Disclosure of accounting treatment in preparation of Financial Statements
The Company has followed the Guidelines of Accounting Standards notified under the Act and laid down by the Institute
of Chartered Accountants of India (ICAI) in preparation of its financial statements. The significant accounting policies
which are consistently applied have been set out in the Notes to the Financial Statements.
C. Utilization of proceeds from Preferential Allotment
The total proceeds of the preferential issue issued during the period under review were utilized towards the objects
of the issue i.e. to inter alia fund the Company‘s growth capital requirements, to meet Company‘s capital expenditure,
enhance its long term resources and thereby strengthening the financial structure of the Company and for other general
corporate purposes. Same has been reviewed by the Audit Committee and the Board.

D. Management Discussion and Analysis Report
The Management Discussion and Analysis report forms part of the Annual Report.
E. Details of non-compliance by the Company
Neither any penalty nor any stricture has been imposed by SEBI, Stock Exchanges or any other Statutory Authority on
any matter relating to capital markets, during the last three years.
F. Details of Compliance with mandatory requirements
The Company has complied with the mandatory requirements of Clause 49 of the Listing Agreement(s) of the Stock
Exchanges. Company has submitted the Quarterly Compliance report to the stock exchanges within the prescribed time
limit. With respect to compliance relating to Clause 49(VII) related party transactions, three related party transactions
inadvertently missed from the prior approval of Audit Committee. Amounts involved in two of the transactions were
insignificant (`0.23 Lakhs) and one of the transactions related to reimbursement of expenses by a growing subsidiary
which was pre-approved by Audit Committee but for a smaller amount. The amount involved was `138.76 Lakhs. All
the three transactions were subsequently ratified by the Audit Committee of the Company thereafter on February 2,
2015 as per the frame work of Related Party Transaction Policy of the Company. Same have also been reported in the
Quarterly Compliance report of the quarter ended on March 31, 2015 submitted to the Stock Exchanges.
M/s Sanjay Grover & Associates, Practicing Company Secretaries have certified that the company has complied with
the mandatory requirements of corporate governance as stipulated in Clause 49 of the Listing Agreement apart from
above mentioned instance.
G. Whistle-Blower Policy/ Vigil Mechanism
The Company promotes ethical behaviour in all its business activities and has put in place a mechanism in form of
Whistle Blower Policy (“Policy or Mechanism”) of reporting illegal or unethical behaviour for directors and employees
to report concerns about unethical behaviour, actual or suspected fraud or violation of the company’s code of conduct
or ethics policy. Policy is applicable to all the Directors of the Company, Permanent & contractual employees of the
Company based in India or outside, Employees of other agencies deployed for the Company, Contractors, vendors,
suppliers or agencies (or any of their employees), Customers of the Company and any other person having an
association with the Company. Mechanism also provide for adequate safeguards against victimization of director(s) /
employee(s) who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee.
The detail of establishment of such Policy/Mechanism is also uploaded on the website of the Company & can be
accessed through the link http://www.religare.com/Policies.aspx. It is hereby confirmed that no personnel has been
denied access to the Audit Committee.
H. Details of Adoption of Non-Mandatory requirements
The Company has complied with and adopted the following non-mandatory requirements of Clause 49 of the Listing
Agreement:
(i) Audit qualifications
The Company believes in maintaining its accounts in a transparent manner and aims at receiving unqualified report of
auditors on the financial statements of the Company.
(ii) Separate Posts of Chairman and CEO
The Company has separate posts of Chairman and CEO. Mr. Sunil Godhwani is Chairman & Managing Director of the
Company whereas Mr. Shachindra Nath is the CEO of the Company.
(iii) Reporting of Internal Auditor
The Internal Auditors of the Company i.e. M/s KPMG report to the Audit Committee of the Company.
I. CEO/CFO Certification
The certificate required under Clause 49(IX) of the Listing Agreement duly signed by the Chairman & Managing Director,
Group CEO and Group CFO was placed before the Board and the same is annexed and forms part of this Annual
Report.

J. Code of Conduct
The Company has in place a Code of Conduct applicable to the Board Members as well as the Senior Management
and the same has been posted on the web-site of the Company i.e. www.religare.com. Code of Conduct inter alia
includes the duties of the Independent Directors as prescribed under the Act. All the Board Members and the Senior
Management Personnel of the Company have affirmed compliance with the Code of Conduct as on March 31, 2015.
A declaration to this effect, duly signed by Chief Executive Officer, is annexed and forms part of this Annual Report.
K. Procedures for fair disclosure of Unpublished Price Sensitive Information and Prevention of Insider Trading
The Company has adopted the Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive
Information (“Fair Disclosure Code”) and Code of Conduct for Prevention of Insider Trading (“Insider Code”) with a view
to deal with Unpublished Price Sensitive Information and trading in securities by Directors, employees of the Company,
Designated Employees and Connected Persons. The Company Secretary is Compliance Officer for the purpose of
Insider Code. Mr. Kishore Belai, Director – Corporate Strategy & Investor Relations is the Chief Investor Relations
Officer for the purposes of Fair Disclosure Code. Both the Codes have been posted on the web-site of the Company
i.e. www.religare.com
L. Risk Management Framework
The Company has in place a mechanism to inform the Board members about the Risk assessment and mitigation
plans and periodical reviews through Risk Management Committee to ensure that critical risks are controlled by the
management. The details of the Risk Management Committee is provided elsewhere in this Report and details of Risk
Management Framework are provided in Director’s Report.
8. Subsidiary Companies
During the period under review, Religare Finvest Limited, Religare Comtrade Limited and RGAM Investment Advisers Private
Limited are ‘material non-listed Indian subsidiaries’ as defined under Clause 49 of the Listing Agreement:
The Company has nominated Mr. Padam Bahl, Independent Director of the Company, on the Board of the above-mentioned
subsidiaries.
The Company formulated a policy for determining ‘material’ subsidiaries and such policy uploaded on the Company’s website
and & can be accessed through the link http://www.religare.com/Policies.aspx
As a holding company, the performance of such company is monitored by the following means:
• The Audit committee of the Company quarterly reviews the financial statements of the unlisted subsidiary
companies, in particular the investments made by these companies.
• Minutes of all Board meetings of the unlisted subsidiary companies are placed before the Company’s Board
Meetings regularly.
• A statement containing all significant transactions and arrangements entered into by the material unlisted subsidiary
companies is placed before the Company’s Board Meetings regularly.
9. Means of Communication
The Company regularly intimates un-audited Financial Results as well as Audited Financial Statements to the Stock Exchanges
immediately after these are approved by the Board in accordance with the requirements of the Listing Agreement . These
financial results are published in one of the leading newspapers of country viz. Financial Express (English) and Jansatta
(Hindi) and are displayed on the website of the Company i.e. www.religare.com.
Press Releases are sent to NSE and BSE before sending the same to media and are also displayed on the Company’s
website i.e. www.religare.com. The Annual Report of the Company, the quarterly and the annual results of the Company are
also placed on the Company’s website i.e. www.religare.com and can be downloaded. There is a separate dedicated section
under ‘’Investors Relations” on the Company’s website which gives information on unclaimed dividends, quarterly compliance
reports / communications with the Stock Exchanges and other relevant information of interest to the investors / public.

In compliance with Clause 52 of the Listing Agreement, the quarterly results, shareholding pattern, quarterly compliances and
all other corporate communication to the Stock Exchanges viz. BSE Limited and National Stock Exchange of India Limited
are filed electronically on BSE’s on-line portal and through Corporate Filing and Dissemination System (CFDS) website www.
corpfiling.co.in. Likewise, the said information is also filed electronically with NSE through NSE’s NEAPS portal. The Company
has complied with filing submissions through BSE’s BSE Online Portal.
The Company has designated an e-mail ID called [email protected] exclusively for redressal of Shareholders
complaints / grievances.
The Company’s website (www.religare.com) contains a separate dedicated section ‘Investor Relations’ where shareholders’
information is available. The presentations made to the Investors are displayed on the website.
10. SHAREHOLDERS INFORMATION
(i) Annual General Meeting
Date : September 14, 2015
Time
: 4.00 P.M
Venue : Air Force Auditorium, Subroto Park, New Delhi - 110010
(ii) Financial Calendar (tentative)
The financial year covers the period starting from 1st April and ending on 31st March.
Adoption of Quarterly Results
For the Quarter ended on or before (tentative)
June 30, 2015 August 14, 2015 (Subject to Limited Review)
September 30, 2015 November 14, 2015 (Subject to Limited Review)
December 31, 2015 February 14, 2015 (Subject to Limited Review)
March 31, 2016 May 30, 2016 (Audited)
(iii) Book Closure
Monday, September 7, 2015 to Monday, September 14, 2015 (both days inclusive).
(iv) Dividend Payment Date
The Company has not recommended/ paid any dividend for the period under review.
(v) Listing
Equity Shares of the Company are currently listed at the BSE Limited (BSE) and the National Stock Exchange of India
Limited (NSE). The annual listing fees for the year 2014-15 & 2015-16, have been paid to both NSE and BSE where
the Company’s equity shares are listed.
Non-Convertible Debentures (NCDs) of the Company are listed on the Wholesale Debt Market (WDM) Segment of BSE.
The annual listing fees for the year 2014-15 & 2015-16, as applicable, have been paid to BSE where the Company’s
NCDs are listed.
Payment of Depository Fees
Annual Custody/Issuer fee for the year 2014-15 has been paid by the Company to NSDL and CDSL.
(vi) Debenture Trustees Details:
Axis Trustee Services Limited
2nd Floor, Axis House, Bombay Dyeing Mills Compound
Pandurang Budhkar Marg, Worli Mumbai-400 025
Phone: +91 22 24255215/ 5216
E-mail: [email protected]
[email protected]

(vii) Scrip Symbol / Code
NSE RELIGARE EQ
BSE 532915
Corporate Identification Number (CIN): L74899DL1984PLC146935
(viii) Market Price Data
(Amount in `)
Month Bombay Stock Exchange (BSE) National Stock Exchange (NSE)
High Low Volume High Low Volume
(Number of Shares) ( Number of Shares)
April 2014 325.00 291.10 771,556 324.95 250.00 1,354,541

May 2014 369.95 295.05 551,335 391.00 291.10 1,593,442
June 2014 377.40 321.25 518,584 378.85 325.00 1,288,594
July 2014 363.00 310.00 514,179 357.00 317.00 1,243,584
August 2014 333.15 309.00 381,760 335.00 295.95 1,190,299
September 335.00 295.75 554,378 327.90 290.25 1,213,751
2014
October 2014 374.95 323.50 331,043 378.00 324.00 1,243,809
November 351.55 313.00 671,087 353.00 313.70 1,031,035
2014
December 392.45 309.85 730,562 393.80 311.15 1,770,665
2014
January 2015 387.70 331.00 399,400 378.35 331.25 1,343,673
February 2015 393.70 325.55 406,211 394.00 290.40 1,413,693
March 2015 411.50 330.00 440,166 412.00 335.10 1,017,123

(ix) Registrar & Transfer Agent
Karvy Computershare Private Limited
Karvy Selenium Tower B,
Telephone: +91 40 4465 5000, Fax: +91 40 2342 0814
Email: [email protected] Website: www.karvycomputershare.com
(x) Share Transfer System
The Company’s Equity share being in compulsory Demat list, are transferable through the depository system. However,
shares in the physical form are processed by the Registrar & Transfer Agent and approved by the Stakeholders
Relationship Committee. The share transfer process is reviewed by the said Committee. Share transfers in physical
form are processed and the share certificates are generally returned to the transferees within a period of fifteen days
from the date of receipt of transfer provided the transfer documents lodged with the Company are complete in all
respects. Members who hold shares in physical form are advised that SEBI has made it mandatory that a copy of the
PAN card of the transferee/s, members, surviving joint holders / legal heirs be furnished to the Company while obtaining
the services of transfer, transposition, transmission and issue of duplicate share certificates.
As per the provisions of the Act, facility for making nomination is available for Members in respect of shares held
by them. Members holding shares in physical form may obtain nomination form, from the Share Department of the
Company or Registrar of the Company. Members holding shares in dematerialized form should contact their Depository
Participants (DP) in this regard.

The Company obtains half-yearly certificate of compliance related to the share transfer formalities from a Company
Secretary in practice as required under Clause 47(c) of the Listing Agreement with Stock Exchanges and files a copy
of the certificate with the Stock Exchanges on or before the due date.
(xi) Shareholding Pattern as on March 31, 2015
S. No. Category No. of Shares held Percentage of

Shareholding (%)
(A) Shareholding of Promoter and Promoter Group1
1 Indian 90,822,451 50.93
2 Foreign 50 0.00
Total Shareholding of Promoter and Promoter Group 90,822,501 50.93
(B) Public Shareholding2
1 Institutions
Mutual Funds /UTI 849 0.00
Financial Institutions /Banks 1,610,918 0.90
Foreign Institutional Investors 27,099,788 15.20
Qualified Foreign Investor 0 0.00
2 Non-institutions
Bodies Corporate 18,198,033 10.20
Indian Public and Others 40,597,719 22.77
Total Public Shareholding 87,507,307 49.07
(C) Shares held by Custodians and against which
Depository Receipts have been issued
1 Promoter and Promoter Group - -
2 Public - -
Total (A) + (B) + (C) 178,329,808 100.00
1
For definitions of “Promoter Shareholding” and “Promoter Group” refer to Clause 40A of Listing Agreement.
For definition of “Public Shareholding”, refer to Clause 40A of Listing Agreement.
2
List of Public Shareholders holding more than 1% shareholding the Company as on March 31, 2015
S. No. Name of the shareholder No. of Shares Percentage of

held Shareholding (%)
1 Shabnam Dhillon 15,188,441 8.52
2 India Horizon Fund Ltd 14,364,680 8.06
3 International Finance Corporation 12,818,331 7.19
4 Bestest Developers Private Limited 8,554,833 4.79
5 SGGD Projects Development Private Limited 7,864,505 4.41
6 Standard Chartered Bank (Mauritius) Limited 7,349,385 4.12
7 CB Green Ventures Pte Ltd 3,941,875 2.21
8 Mahesh Udhav Buxani 3,408,441 1.91
Total 73,490,491 41.21

(xii) Distribution of Shareholding as on March 31, 2015

From – To No. of Shareholders No. of Shares
Number % Total Number %Total
1-5000 24655 98.84% 962293 0.54%
5001-10000 107 0.43% 84719 0.05%
10001-20000 53 0.21% 79292 0.04%
20001-30000 18 0.07% 45789 0.03%
30001-40000 13 0.05% 46767 0.03%
40001-50000 4 0.02% 18820 0.01%
50001-100000 14 0.06% 97554 0.05%
100001 & Above 78 0.32% 176994574 99.25%
Total 24942 100% 178329808 100%
(xiii)
Dematerialization of Shares and Liquidity
The Company’s Equity Shares are in compulsory demat segment and are available for trading under dematerialized
form with both National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).
As on March 31, 2015, 178,326,991 Equity Shares of the Company, forming 99.999% of the Equity Share Capital of the
Company, were in dematerialized form.
The ISIN of the Company is INE621H01010 (with NSDL and CDSL).
(xiv) Outstanding GDRs / ADRs / Warrants or any other Convertible instruments, conversion date and likely impact
on equity
On 6th May 2014, Company has allotted 12,817,331 Equity Shares of face value of `10/- each to International Finance
Corporation (“IFC”) pursuant to conversion of 4,048,354 Compulsory Convertible Debentures (“CCD”) of face value of
`1000/- each. CCDs were allotted to IFC on November 7, 2012 at a conversion price of `315.85 per equity share in
accordance with provisions of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009.
Details of outstanding Stock Options are being uploaded on the website of the Company and same can be accessed
through web link http://www.religare.com/Employee-Stock-Option-Schemes.aspx
Other than above, there are no outstanding ADR/GDR, warrants, options or rights to convert debentures, loans or other
instruments into the Equity Shares.
(xv) Plant Locations: Not Applicable
(xvi) Transfer of unclaimed/unpaid amounts to the Investor Education and Protection Fund (IEPF)
Pursuant to the provisions of Section 205A and 205C of the Companies Act, 1956, and pursuant to the provisions of
Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying
with companies) Rules, 2012, the Company has uploaded the details of unpaid and unclaimed amounts lying with
the Company as on September 11, 2014 (date of last Annual General Meeting) on the website of the Company
(www.religare.com), as also on the Ministry of Corporate Affairs website.
Unpaid IPO Share Application Money amount not claimed within seven years from the date of transfer to the Company’s
Unpaid IPO Share Application Money Account, which was due to be transferred to the fund on November 13, 2014, has
been transferred to the Investor Education and Protection Fund, pursuant to Section 205A of the Companies Act, 1956
within the prescribed time lines.

(xvii) Address for Correspondence with the Company
For Securities held in Physical form
Karvy Computershare Private Limited
Karvy Selenium Tower B,
Telephone: +91 40 4465 5000, Fax: +91 40 2342 0814
Email: [email protected] Website: www.karvycomputershare.com
For Securities held in Demat form
To the Investors’ Depository Participant (s) and/or Karvy Computershare Private Limited
Any query on Annual Report
Mr. Mohit Maheshwari
Company Secretary
D3, P3B, District Centre, Saket, New Delhi– 110017
For retail investors
E-mail: [email protected] and / or [email protected]
For institutional investors’ / analysts’ queries
CMD / CEO / CFO Certification

We, Sunil Godhwani, Chairman & Managing Director, Shachindra Nath, Group Chief Executive Officer and Anil Saxena, Group
Chief Finance Officer, of Religare Enterprises Limited, hereby certify that:
a) We have reviewed financial statements and the cash flow statement for the year ended March 31, 2015 and that to the
best of our knowledge and belief:
(i) these statements do not contain any materially untrue statement or omit any material fact or contain statements
that might be misleading;
(ii) these statements together present a true and fair view of the Company’s affairs and are in compliance with the
existing Accounting Standards, applicable laws and regulations.
b) There are, to the best of our knowledge and belief, no transactions entered into by the Company during the year which
are fraudulent, illegal or violative of the Company’s, Code of Conduct.
c) We accept responsibility for establishing and maintaining internal controls for financial reporting and have evaluated the
effectiveness of internal control systems of the Company pertaining to financial reporting and we have disclosed to the
Auditors and the Audit Committee, deficiencies in the design or operation of such internal controls, if any, of which we
are aware and the steps we have taken or propose to take to rectify these deficiencies.
d) We have indicated to the Auditors and the Audit Committee that –
(i) there has not been any significant changes in internal control over financial reporting during the year under
reference;
(ii) there has not been any significant changes in accounting policies during the year under review; and

(iii) there has not been any instances during the year of significant fraud of which we had become aware and the
involvement therein, if any, of the management or an employee having a significant role in the Company’s internal
control system over financial reporting.
______Sd/-______ ______Sd/-______ _____Sd/-_____

Place: New Delhi Sunil Godhwani Shachindra Nath Anil Saxena
Date: May 29, 2015 Chairman & Group Chief Group Chief
Managing Director Executive Officer Finance Officer
DECLARATION BY CEO
This is to certify that the Company has laid down a Code of Conduct (the Code) for all Board Members and Senior Management
Personnel of the Company and a copy of the Code is put on the website of the Company viz. www.religare.com.
It is further certified that the Directors and Senior Management have affirmed their compliance with the Code for the year
ended 31st March, 2015.
Place: New Delhi Sd/-

Date: May 29, 2015 Shachindra Nath
Group Chief Executive Officer

CERTIFICATE ON CORPORATE GOVERNANCE
To,
The Members
We have examined the compliance of conditions of Corporate Governance by Religare Enterprises Limited (hereinafter
referred to as “the Company”), for the year ended March 31, 2015 as stipulated in Clause 49 of the Listing Agreement of the
said Company with Stock Exchange(s).
The compliance of conditions of Corporate Governance is the responsibility of the management. Our examination has been
limited to review of the procedures and implementation thereof adopted by the Company for ensuring compliance with the
conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the
Company.
In our opinion and to best of our information and according to the explanations given to us and the representations made by
the Directors and the Management, we certify that the Company has complied with the conditions of Corporate Governance
as stipulated in Clause 49 of the above mentioned Listing Agreement except that prior approval of Audit Committee was not
obtained in respect of three (3) related party transactions. However, these transactions were subsequently ratified by the Audit
Committee.
We further state that such compliance is neither an assurance as to the future viability of the Company, nor the efficiency or
effectiveness with which the management has conducted the affairs of the Company.
For Sanjay Grover & Associates

Company Secretaries
Sd/-
Date: June 24, 2015 Sanjay Grover
Place: New Delhi C.P NO. 3850

Independent Auditors’ Report
To the Members of Religare Enterprises Limited

Report on the Consolidated Financial Statements
1. We have audited the accompanying consolidated financial statements of Religare Enterprises Limited (“hereinafter referred
to as the Holding Company”) and its subsidiaries (the Holding Company and its subsidiaries together referred to as “the
Group”), its jointly controlled entities and associate companies; (refer Note 1 (II) (E) to the attached consolidated financial
statements), comprising of the consolidated Balance Sheet as at March 31, 2015, the consolidated Statement of Profit and
Loss, the consolidated Cash Flow Statement for the year then ended, and a summary of significant accounting policies and
other explanatory information prepared based on the relevant records (hereinafter referred to as “the Consolidated Financial
Statements”).
Management’s Responsibility for the Consolidated Financial Statements
2. The Holding Company’s Board of Directors is responsible for the preparation of these consolidated financial statements in
terms of the requirements of the Companies Act, 2013 (hereinafter referred to as “the Act”) that give a true and fair view of
the consolidated financial position, consolidated financial performance and consolidated cash flows of the Group including
its associates and jointly controlled entities in accordance with accounting principles generally accepted in India including
the Accounting Standards specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules,
2014. The Holding Company’s Board of Directors is also responsible for ensuring accuracy of records including financial
information considered necessary for the preparation of Consolidated Financial Statements. The respective Board of Directors
of the companies included in the Group and of its associates and jointly controlled entities are responsible for maintenance
of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Group and
its associates and jointly controlled entities respectively and for preventing and detecting frauds and other irregularities;
the selection and application of appropriate accounting policies; making judgements and estimates that are reasonable
and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating
effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation
of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error,
which has been used for the purpose of preparation of the consolidated financial statements by the Directors of the Holding
Company, as aforesaid.
Auditors’ Responsibility
3. Our responsibility is to express an opinion on these consolidated financial statements based on our audit. While conducting the
audit, we have taken into account the provisions of the Act and the Rules made thereunder including the accounting standards
and matters which are required to be included in the audit report.
4. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act and other
applicable authoritative pronouncements issued by the Institute of Chartered Accountants of India. Those Standards and
pronouncements require that we comply with ethical requirements and plan and perform the audit to obtain reasonable
assurance about whether the consolidated financial statements are free from material misstatement.
5. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated
financial statements. The procedures selected depend on the auditors’ judgement, including the assessment of the risks of
material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments,
the auditor considers internal financial controls relevant to the Holding Company’s preparation of the consolidated financial
statements that give a true and fair view, in order to design audit procedures that are appropriate in the circumstances, but
not for the purpose of expressing an opinion on whether the Holding Company has an adequate internal financial controls
system over financial reporting in place and the operating effectiveness of such controls. An audit also includes evaluating the
appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Holding
Company’s Board of Directors, as well as evaluating the overall presentation of the consolidated financial statements.
6. We believe that the audit evidence obtained by us and the audit evidence obtained by the other auditors in terms of their
reports referred to in sub-paragraph 9 of the Other Matters paragraph below, other than the unaudited financial statements
as certified by the management and referred to in sub-paragraph 10 of the Other Matters paragraph below, is sufficient and
appropriate to provide a basis for our audit opinion on the consolidated financial statements.

Opinion
7. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid consolidated
financial statements give the information required by the Act in the manner so required and give a true and fair view in
conformity with the accounting principles generally accepted in India of the consolidated state of affairs of the Group, its
associates and jointly controlled entities as at March 31, 2015, and their consolidated profit and their consolidated cash flows
for the year ended on that date.
Emphasis of Matter
8. We draw attention to the following emphasis of matter paragraphs included in the Audit report of Religare Invesco Asset
Management Company Private Limited (RIAMCL), a subsidiary of the company, issued by an independent firm of Chartered
Accountants vide its report dated May 27, 2015.
“We draw attention to the Note 3.26 to the financial statements which, describes the facts related to the remuneration of
managing director being in excess of the prescribed regulatory limits and the related consequential remedial steps taken by
the Company. Our opinion is not modified in respect of this matter”. [Note 3.26 of RIAMCL is reproduced as note 41(m) (iii) to
the consolidated financial statements.]
We draw attention to the following emphasis of matter paragraphs included in the Audit report of IBOF Investment Management
Private Limited (IBOF), a jointly controlled entity of Religare Venture Capital Limited, issued by an independent firm of Chartered
Accountants vide its report dated May 18, 2015.
“Without qualifying our opinion, we draw attention to the note no. 4K to the financial statements relating to merger of Onshore
Investment Advisory and Investments Business Undertaking of Quadria Capital Investment Advisors Private Limited with the
Company. The Appointed Date of the Scheme of Merger is June 1, 2014. However, the Hon’ble High Court of Delhi is yet to
pass an order approving the Scheme. Pending such approval, no effect has been given for amalgamation in the enclosed
financial statements.”
[Note 4k of the IBOF is reproduced as note 41 (p) to the consolidated financial statements.]
Our opinion is not qualified in respect of these matters.
Other Matter
9. We did not audit the financial statements of 19 subsidiaries, and 2 jointly controlled entities whose financial statements reflect
total assets of `20,868,872,739 and net assets of `4,522,827,988 as at March 31, 2015, total revenue of `15,136,022,096,
net profit of `801,609,686 and net cash flows amounting to `203,290,345 for the year ended on that date, as considered
in the consolidated financial statements. The consolidated financial statements also include the Group’s share of net loss
of `796,874 for the year ended March 31, 2015 as considered in the consolidated financial statements, in respect of two
associate companies whose financial statements have not been audited by us. These financial statements have been audited
by other auditors whose reports have been furnished to us by the Management, and our opinion on the consolidated financial
statements insofar as it relates to the amounts and disclosures included in respect of these subsidiaries, jointly controlled
entities and associate companies and our report in terms of sub-sections (3) and (11) of Section 143 of the Act insofar as
it relates to the aforesaid subsidiaries, jointly controlled entities and associates, is based solely on the reports of the other
auditors.
10. We did not audit the financial statements of one subsidiary whose financial statements reflect total assets of `2,000 and net
assets of `2,000 as at March 31, 2015, as considered in the consolidated financial statements. The consolidated financial
statements also include the Group’s share of net loss of `2,482,756 for the year ended March 31, 2015 as considered in the
consolidated financial statements, in respect of one associate company whose financial statements have not been audited
by us. These financial statements are unaudited and have been furnished to us by the Management, and our opinion on the
consolidated financial statements insofar as it relates to the amounts and disclosures included in respect of these subsidiary
and associate company and our report in terms of sub-sections (3) and (11) of Section 143 of the Act insofar as it relates to the
aforesaid subsidiaries and associates, is based solely on such unaudited financial statements. In our opinion and according to
the information and explanations given to us by the Management, these financial statements are not material to the Group.
Our opinion on the consolidated financial statements and our report on Other Legal and Regulatory Requirements below, is
not modified in respect of the above matters with respect to our reliance on the work done and the reports of the other auditors
and the financial statements certified by the Management.

Report on Other Legal and Regulatory Requirements
11. As required by the Companies (Auditor’s Report) Order, 2015 (“the Order”), issued by the Central Government of India in
terms of sub-section (11) of Section 143 of the Act, based on the comments in the auditors’ reports of the Holding company,
subsidiary companies, associate companies and jointly controlled companies incorporated in India (Refer Note 1 (II) (E) to the
consolidated financial statements), we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the
Order, to the extent applicable.
AEGON Religare Life Insurance Company Limited a jointly controlled entity and Religare Health Insurance Company Limited
a subsidiary of the Holding Company are carrying on Insurance business, hence the Order issued by the Central Government
of India in terms of sub-section (11) of Section 143 of the Act is not applicable to them. Religare Invesco Trustee Company
Private Limited a subsidiary of Religare Securities Limited is a private limited Company and hence the Order issued by the
Central Government of India in terms of sub-section (11) of Section 143 of the Act is not applicable. Religare Credit Advisors
LLP and Argil Advisors LLP and Religare Heal Fund Advisors LLP, subsidiaries of RGAM Investment Advisors Private Limited
and Valuequest Capital LLP, an associate of RGAM Investment Advisers Private Limited are registered as Limited Liability
Partnership and hence the Order issued by the Central Government of India in terms of sub-section (11) of Section 143 of the
Act is not applicable to them.
12. As required by Section143(3) of the Act, we report, to the extent applicable, that:
(a) We have sought and obtained all the information and explanations which to the best of our Knowledge and belief
were necessary for the purposes of our audit of the aforesaid consolidated financial statements.
(b) In our opinion, proper books of account as required by law maintained by the Holding Company, its subsidiaries
included in the Group, associate companies and jointly controlled entities incorporated in India including relevant
records relating to preparation of the aforesaid consolidated financial statements have been kept so far as it appears
from our examination of those books and records of the Holding Company and based on the reports of the other
auditors. Religare Global Asset Management Inc., USA (“RGAM Inc”) and Religare Health Trust Trustee Manager
Pte Limited, subsidiaries of RGAM Investment Advisers Private Limited; Landmark Partners LLC and Northgate
Capital LP, subsidiaries of RGAM Inc and Investment Professionals Limited an associate company of RGAM Inc are
incorporated outside India hence requirement of Section 143 (3) are not applicable to them.
(c) The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss, and the Consolidated Cash Flow
Statement dealt with by this Report are in agreement with the relevant books of account maintained by the Holding
Company, its subsidiaries included in the Group, associate companies and jointly controlled entities incorporated in
India including relevant records relating to the preparation of the consolidated financial statements and based on
the reports of the other auditors. Religare Global Asset Management Inc., USA (“RGAM Inc”) a subsidiary of, RGAM
Investment Advisers Private Limited ; Landmark Partners LLC and Northgate Capital LP, two are the subsidiaries of
RGAM Inc, Religare Health Trust Trustee Manager Pte Limited, a subsidiary of RGAM Investment Advisers Private
Limited and Investment Professionals Limited, an associate company of RGAM Inc are incorporated outside India
hence requirement of Section 143 (3) are not applicable to them.
(d) In our opinion, the aforesaid consolidated financial statements comply with the Accounting Standards specified under
Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.
(e) On the basis of the written representations received from the directors of the Holding Company as on March 31, 2015
taken on record by the Board of Directors of the Holding Company and the reports of the statutory auditors of its
subsidiary companies, associate companies and jointly controlled companies incorporated in India, none of the directors
of the Group companies, its associate company and jointly controlled companies incorporated in India is disqualified
as on March 31, 2015 from being appointed as a director in terms of Section 164 (2) of the Act. Religare Global Asset
Management Inc., USA (“RGAM Inc”), a subsidiary of RGAM Investment Advisers Private Limited , Landmark Partners
LLC and Northgate Capital LP, two are the subsidiaries of RGAM Inc, Religare Health Trust Trustee Manager Pte
Limited, a subsidiary of RGAM Investment Advisers Private Limited and Investment Professionals Limited, an associate
company of RGAM Inc are incorporated outside India hence requirement of Section 164 (2) are not applicable to them.

(f) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies
(Audit and Auditor’s) Rules, 2014, in our opinion and to the best of our information and according to the explanations
given to us:
i. The consolidated financial statements disclose the impact of pending litigations as at March 31, 2015 on the
consolidated financial position of the Company, Religare Finvest Limited and Religare Securities Limited,
subsidiaries of the Company; Religare Commodities Limited a subsidiary of Religare Securities Limited, Religare
Housing Development Finance Corporation Limited a subsidiary of Religare Finvest Limited, aforesaid entities
audited by us and Religare Comtrade Limited a subsidiary of Religare Securities Limited, REL Infrafacilities
Limited a subsidiary of the Company, Religare Invesco Asset Management Company Private Limited a subsidiary
of Religare Securities Limited and Aegon Religare Life Insurance Company Limited, a jointly controlled entity
of the Company, based on reports of other auditors submitted to us Refer Note 35 to the consolidated financial
statements.
There were no pending litigations as at March 31, 2015 for subsidiaries, its associates and jointly controlled entity
other than as mentioned aforesaid as audited by us and based on the reports of other auditors submitted to us,
which would impact the consolidated financial position.
ii. Provision has been made in the consolidated financial statements, as required under the applicable laws or
accounting standards, for material foreseeable losses, if any, on long-term contracts as at March 31, 2015– Refer
Note 7 and 12 to the consolidated financial statements in respect of such items as it relates to the Company,
Religare Finvest Limited, a subsidiary of the Company, Religare Housing Development Finance Corporation a
subsidiary of Religare Finvest Limited audited by us.
In case of Religare Securities Limited (RSL), a subsidiary of the Company has long term contacts as at March 31,
2015 for which there were no material foreseeable losses. RSL does not have any derivative contract as at March
31, 2015.
In case of Aegon Religare Life Insurance Company Limited, a jointly controlled entity of the Company, based on
report of other auditors submitted to us, provision has been made as at March 31, 2015, as required under the
applicable laws or accounting standards, for material foreseeable losses, if any, on long-term contracts. ARLIC did
not have any derivative contract as at balance sheet date.
There are no long term contracts including derivate for subsidiaries, jointly controlled entity and associate company
other than as mentioned aforesaid based on audited by us and reports of other auditors submitted to us.
iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and
Protection Fund by the Holding Company during the year ended March 31, 2015. There are no amounts which
were required to be transferred to the Investor Education and Protection Fund by the Company’s subsidiaries,
jointly controlled entities and associate incorporated in India during the year ended March 31, 2015 based on
audited by us and reports of other auditors submitted to us.
For Price Waterhouse

Firm Registration Number: 301112E
Chartered Accountants
Sd/-
Russell I Parera
Place: Mumbai Partner
Date: May 29, 2015 Membership Number 42190

Annexure to Independent Auditors’ Report
Referred to in paragraph 11 of the Independent Auditors’ Report of even date to the members of Religare Enterprises Limited on the
consolidated financial statements as of and for the year ended March 31, 2015
i. (a) The Holding Company (the “Company”), its subsidiaries, jointly controlled entity and associate incorporated in India
are maintaining proper records showing full particulars, including quantitative details and situation, of fixed assets
as audited by us and in certain cases audited by other firms of Chartered Accountants (“Other Auditors”). In case
of Religare Arts Investment Management Limited, a subsidiary of RGAM Investment Advisers Private Limited and
Religare Share Broker Limited a subsidiary of Religare Securities Limited, based on the report of other auditors dated
May 22, 2015 and May 27, 2015 respectively submitted to us, since the aforesaid subsidiaries do not have any fixed
assets and so the clause 3(i) of the said Order is not applicable.
(b) In case of the Company, its subsidiaries Religare Finvest Limited and Religare Securities Limited; Religare Commodities
Limited and Religare Wealth Management Limited, subsidiaries of Religare Securities Limited, Religare Housing
Development Finance Corporation Limited, a subsidiary of Religare Finvest Limited, the fixed assets are physically
verified by the Management of the Company and relevant entities according to a phased programme designed to cover
all the items over a period of three years which, in our opinion, is reasonable having regard to the size of the Company
and the nature of its assets. Pursuant to the programme, a portion of the fixed assets has been physically verified
by the Management of the relevant entities during the year and no material discrepancies have been noticed on such
verification.
In case of RGAM Investment Advisers Private Limited, subsidiary of the Comapy, the fixed assets of the Company have
been physically verified by the Management during the year and no material discrepancies have been noticed on such
verification. In our opinion, the frequency of verification is reasonable.
In case of REL Infra facilities Limited, a subsidiary of the Company incorporated in India; Northgate Capital Asia (India)
Limited and Religare Investment Advisors Limited, subsidiaries of Religare Securities Limited, audited by another firm
of chartered accountants, who vide their reports dated May 25, 2015 have reported as follows: “The fixed assets have
been physically verified by the management according to a phased program designed to cover all the items over a
period of three years which, in our opinion, is reasonable having regards to the size of the company and the nature of its
assets. Pursuant to the program, the fixed assets have been physically verified by the management during the financial
year ended 31.03.2015 As per report, no material discrepancies have been noticed which has a material effect upon
the financial statements”.
In case of Religare Capital Markets (India) Limited and Religare Commodity Broking Private Limited, subsidiaries of
the Company, audited by another firm of chartered accountants, who vide their report dated May 27, 2015 and May 14,
2015 respectively have reported as follows: “All the assets were physically verified by the management during the year
& no material discrepancies were noticed on such verification. In our opinion frequency of verification is reasonable with
regard to size of the company & the nature of its assets”.
In case of Religare Arts Initiative Limited subsidiary of the Company, audited by another firm of chartered accountants,
who vide their report dated May 26, 2015 have reported as follows: “In our opinion, the procedures of physical verification
of inventory followed by the management are reasonable & adequate in relation to the size the company and the nature
of the business”.
In case of Religare Comtrade Limited subsidiary of Religare Commodities Limited, audited by another firm of chartered
accountants, who vide their report dated May 27, 2015 have reported as follows: “The Company has a phased program
of physical verification of fixed assets to cover all assets once in every three years which, in our opinion, is reasonable
having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such
verification undertaken during the year”.
In case of Religare Finance Limited subsidiary of the Company and Religare Venture Capital Limited subsidiary of
RGAM Investment Advisers Private Limited, audited by another firm of chartered accountants, who vide their report
dated May 26, 2015 and May 28, 2015 respectively have reported as follows : “As explained to us, fixed assets have
been physically verified by the management at regular intervals; as informed to us no material discrepancies were
noticed on such verification”.

In case of Religare Portfolio Managers and Advisors Private Limited, a subsidiary of RGAM Investment Advisers Private
Limited, audited by another firm of chartered accountants, who vide their report dated May 25, 2015 have reported as
follows: “All the fixed assets have been physically verified by the management during the year, which in our opinion
is considered reasonable having regard to the size of the company and the nature of its assets and no material
discrepancy was noticed on such verification as compared to book records”.
In case of Religare Invesco Asset Management Company Private Limited, a subsidiary of Religare Securities Limited,
audited by another firm of chartered accountants, who vide their report dated May 27, 2015 have reported as follows:
“The fixed assets were physically verified during the year by the Management in accordance with a programme of
verification which, in our opinion, provides for physical verification of all the fixed assets at reasonable intervals.
According to the information and explanation given to us, no discrepancies were noticed on such verification”.
In case of IBOF Investment Management Private Limited, a jointly controlled entity of Religare Venture Capital Limited,
“All the fixed assets were physically verified by the management during the year. No material discrepancies were
noticed on such verification”.
In case of Yournest Capital Advisors Private Limited, an associate of RGAM Investment Advisers Private Limited,
audited by another firm of chartered accountants, who vide their report dated April 17, 2015 have reported as follows:
“Whether fixed assets have been physically verified by the management at reasonable intervals; whether any material
discrepancies were noticed on such verification and so, whether the same have been properly dealt with the books of
accounts – Yes”.
ii. (a) The Holding Company, its certain subsidiaries, jointly controlled entities and associate incorporated in India are in the
business of rendering services, and consequently, do not hold any inventory. Therefore, the provisions of Clause 3(ii)
of the said Order are not applicable to such Holding Company, its certain subsidiaries, jointly controlled entities and
associate.
In case of Religare Finvest Limited a subsidiary of the Company, its stock in trade comprises of securities held in the
dematerialized form. The stock in trade which is held in the dematerialised form has been verified by the Management
of the relevant entity with demat statement received during the year. In our opinion, the frequency of verification is
reasonable. However Religare Finvest Limited does not hold stock in trade as on March 31, 2015.
In case of Religare Comtrade Limited, a subsidiary of Religare Commodities Limited, audited by another firm of
chartered accountants, who vide their report dated May 27, 2015 have reported as follows: “As explained to us, physical
verification has been conducted by the management at reasonable intervals in respect of bullion stock. Further, stocks
of agricultural commodities have been verified by the management with reference to confirmations or statement of
accounts or correspondence from third parties or subsequent receipt of goods. In our opinion, such verification is
reasonable”.
In case of Religare Arts Initiative Limited, subsidiaries of the Company, audited by another firm of chartered accountants,
who vide their report dated May 26, 2015 have reported as follows: “The inventory has been physically verified by the
management during the year. There is no inventory lying with third parties. In our opinion, the frequency of verification
is reasonable”.
(b) In case of Religare Finvest Limited, in our opinion, the procedures of verification of stock in trade followed by the
Management are reasonable and adequate in relation to the size of the Company and the nature of its business.
In case of Religare Comtrade Limited, a subsidiary of Religare Commodities Limited, audited by another firm
of chartered accountants, who vide their report dated May 27, 2015 have reported as follows: “The procedures of
physical verification of inventory followed by the management are reasonable and adequate in relation to the size of
the Company and the nature of its business”.
In case of Religare Arts Initiative Limited, a subsidiary of the Company, audited by another firm of chartered accountants,
who vide their report dated May 26, 2015 have reported as follows: “In our opinion, the procedures of physical verification
of inventory followed by the management are reasonable and adequate in relation to the size of the company and
nature of its business”.

(c) In case of Religare Finvest Limited, on the basis of our examination of the stock in trade records, in our opinion, the
Company is maintaining proper records of stock in trade. There are no discrepancies noted on verification of stock in
trade.
In case of Religare Comtrade Limited, a subsidiary of Religare Commodities Limited, audited by another firm of chartered
accountants, who vide their report dated May 27, 2015 have reported as follows: “The company is maintaining proper
records of inventory. The discrepancies noticed on the physical verification of inventory between physical stock and
inventory records were not material and have been properly dealt with in books of account”.
In case of Religare Arts Initiative Limited, a subsidiary of the Company, audited by another firm of chartered accountants,
who vide their report dated May 26, 2015 have reported as follows: “On the basis of our examination of inventory
records, in our opinion, the company is maintaining, proper records of inventory. The discrepancies noticed on the
physical verification of inventory as compared to the book records were not material”.
iii. The Company, its certain subsidiaries, jointly controlled entity and associate incorporated in India have not granted any loans,
secured or unsecured, to companies, firms or other parties which are required to be covered in the register maintained under
Section 189 of the Act. Therefore, the provisions of Clause 3(iii), (iii) (a) and (iii)(b) of the said Order are not applicable.
In respect of Religare Comtrade Limited, a subsidiary of Religare Commodities Limited, audited by another firm of chartered
accountants, who vide their report dated May 27, 2015 have reported as follows: “The Company has granted unsecured loans
to companies, firms or other parties covered in the register maintained under section 189 of the Companies Act, 2013. The
receipt of the principal amount and interest is regular and as per the agreed terms. There are no overdue amounts in respect
of such loans”.
In case of Religare Investment Advisers Limited, a subsidiary of Religare Securities Limited, audited by another firm of
chartered accountants, who vide their report dated May 26, 2015 have reported as follows: “The Company has granted loans
to companies, covered in the register maintained under section 189 of the Companies Act, and
(i) the receipt of principal and interest amount is regular; and
(ii) the company is taking reasonable steps in recovering principal and interest”.
iv. In our opinion and based on the reports of other auditors, and according to the information and explanations given to us
and based on the report of Other Auditors , there is an adequate internal control system commensurate with the size of the
Company, its subsidiaries, jointly controlled entities and associate incorporated in India and the nature of their respective
businesses as applicable for the purchase of inventory and fixed assets and for the sale of goods and services. Further, on
the basis of our examination of the books and records of the aforesaid Company, its subsidiaries, jointly controlled entities
and associate incorporated in India and the reports of the other auditors on certain subsidiaries, jointly controlled entities and
associate as furnished to us, and according to the information and explanations given to us, we have neither come across,
nor reported by other auditors, nor have been informed of, any continuing failure to correct major weaknesses in the aforesaid
internal control system.
v. The Company, its subsidiaries, jointly controlled entities and associates incorporated in India have not accepted any deposits
from the public within the meaning of Sections 73, 74, 75 and 76 of the Act and the rules framed there under to the extent
notified as examined by us and based on the report of other auditors.
vi. The Central Government of India has not specified the maintenance of cost records under sub-section (1) of Section 148 of
the Act for any of the products of the Company, its subsidiaries, jointly controlled entity and associate incorporated in India as
examined by us and based on the report of other auditors.
vii. (a) In our opinion, and according to the information and explanations given to us and the records of the Company examined
by us, the Company is generally regular in depositing undisputed statutory dues in respect of service tax, income tax,
though there has been a slight delay in a few cases, and is regular in depositing undisputed statutory dues, including
provident fund, wealth tax and other material statutory dues, as applicable, with the appropriate authorities.
In case of Religare Finvest Limited (RFL), a subsidiary of the Company incorporated in India, according to the information
and explanations given to us and the records of the said subsidiary company examined by us, RFL is generally regular
in depositing undisputed statutory dues in respect of service tax and income tax, though there has been a slight delay
in a few cases, and is regular in depositing undisputed statutory dues, including provident fund, employees’ state
insurance, wealth tax, value added tax, cess , as applicable, with the appropriate authorities.

In case of Religare Securities Limited (RSL), a subsidiary of the Company incorporated in India, according to the
information and explanations given to us and the records of the said subsidiary company examined by us, RSL is
generally regular in depositing undisputed statutory dues in respect of stamp duty and professional tax though there
has been a slight delay in a few cases, and is regular in depositing undisputed statutory dues, including income tax,
employees’ state insurance, income tax, sales tax, service tax, value added tax and other material statutory dues, as
applicable, with the appropriate authorities.
In case of Religare Commodities Limited (RCL), a subsidiary of Religare Securities Limited incorporated in India,
according to the information and explanations given to us and the records of the said subsidiary company examined
by us, RCL is generally regular in depositing undisputed statutory dues in respect of provident fund, income tax and
service tax , though there has been a slight delay in a few cases, and is regular in depositing undisputed statutory dues,
including professional tax, employees’ state insurance, income tax, sales tax, service tax, value added tax and other
material statutory dues, as applicable, with the appropriate authorities.
In case of Religare Housing Development Finance Corporation Limited (RHDFCL), a subsidiary of Religare Finvest
Limited incorporated in India, according to the information and explanations given to us and the records of the said
subsidiary company examined by us, RHDFCL is generally regular in depositing undisputed statutory dues in respect
of service tax and income tax, though there has been a slight delay in a few cases, and is regular in depositing
undisputed statutory dues, including provident fund, employees’ state insurance, wealth tax, cess and other material
statutory dues, as applicable, with the appropriate authorities.
In case of Religare Wealth Management Limited (RWML), a subsidiary of Religare Securities Limited incorporated
in India, according to the information and explanations given to us and the records of the said subsidiary company
examined by us, RWML is generally regular in depositing undisputed statutory dues in respect of provident fund,
income tax and service tax , though there has been a slight delay in a few cases, and is regular in depositing undisputed
statutory dues, including Professional Tax and other material statutory dues, as applicable, with the appropriate
authorities.
In case of RGAM Investment Advisers Private Limited (RGAMIAPL), a subsidiary of Religare Securities Limited
incorporated in India, according to the information and explanations given to us and the records of the Company
examined by us, in our opinion, RGAMIPL is regular in depositing the undisputed statutory dues, including provident
fund, employees’ state insurance, income tax, sales tax, wealth tax, service tax, duty of customs, duty of excise, value
added tax, cess and other material statutory dues, as applicable, with the appropriate authorities.
In case of Religare Comtrade Limited (RCTL) , a subsidiary of Religare Commodities Limited incorporated in India,
“The Company is generally regular in depositing undisputed statutory dues including provident fund, employees’ state
insurance, income-tax, sales-tax, wealth tax, service tax, duty of customs, duty of excise, value added tax, cess and
other statutory dues with the appropriate authorities. There are no arrears of outstanding statutory dues as at the last
day of the financial year concerned for a period of more than six months from the date they became payable”.
In case of Northgate Capital Asia (India) Limited (NCAIL) , a subsidiary of Religare Securities Limited incorporated
in India, audited by another firm of chartered accountants, who vide their report dated May 26, 2015 have reported
as follows: “According to the information and explanation given to us and records of the company examined by us, in
our opinion the company is regular in depositing undisputed statutory dues including provident fund, employees’ state
insurance, income-tax, sales-tax, wealth tax, service tax, duty of customs, duty of excise, value added tax, cess and
any other statutory dues, as applicable with the appropriate authorities”.
In case of Religare Arts Investment Management Limited (RAIML), a subsidiary of RGAM Investment Advisers Private
Limited incorporated in India, audited by another firm of chartered accountants, who vide their report dated May 22,
2015 have reported as follows: “According to the information and explanations given to us and based on the records of
the company examined by us, the company is regular in depositing the undisputed statutory dues, including Provident
Fund, Employees’ State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty and
other material statutory dues, as applicable, with the appropriate authorities in India”.

In case of Religare Commodity Broking Private Limited (RCBPL), a subsidiary of the Company incorporated in India,
“As per records produced before us and accordingly to the information & explanations given to us, the Company is
generally regular in depositing undisputed statutory dues i.e. Income Tax, Service Tax , Vat ,etc applicable to it with
appropriate authorities and there were no arrears of such dues as at 31st March 2015 which have remained outstanding
for a period of more than six months from the day they became payable”.
In case of Religare Capital Markets ( India ) Limited (RCMIL), a subsidiary of the Company incorporated in India, audited
by another firm of chartered accountants, who vide their report dated May 22, 2015 have reported as follows: “ As per
records produced before us and accordingly to the information & explanations given to us, the Company is generally
regular in depositing undisputed statutory dues i.e. Income Tax, Service Tax , Vat ,etc applicable to it with appropriate
authorities and there were no arrears of such dues as at 31st March 2015 which have remained outstanding for a period
of more than six months from the day they became payable”.
In case of Religare Investment Advisors Limited (RIAL), a subsidiary of RGAM Investment Advisers Private Limited
incorporated in India, audited by another firm of chartered accountants, who vide their report dated May 26, 2015 have
reported as follows: “According to the information and explanation given to us and records of the company examined by
us, in our opinion the company is regular in depositing undisputed statutory dues including provident fund, employees’
state insurance, income-tax, sales-tax, wealth tax, service tax, duty of customs, duty of excise, value added tax, cess
and any other statutory dues, as applicable with the appropriate authorities”.
In case of Religare Portfolio Managers and Advisors Private Limited (RPMAPL), a subsidiary of RGAM Investment
Advisers Private Limited incorporated in India, audited by another firm of chartered accountants, who vide their report
dated May 25, 2015 have reported as follows: “The Company has been regular in depositing undisputed statutory dues
including provident fund, income-tax, sales tax, wealth tax, duty of customs, service tax, cess and any other statutory
dues with the appropriate authorities. There are no outstanding statutory dues as at 31st March, 2015 for a period of
more than six months from the date they became payable. We are informed that there is no liability towards Employees’
State Insurance and duty of Excise for the year under audit”.
In case of Religare Share Brokers Limited (RSBL), a subsidiary of Religare Securities Limited incorporated in India,
“According to the information and explanations given to us and based on the records of the company examined by
us, the company is regular in depositing the undisputed statutory dues, including Provident Fund, Employees’ State
Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty and other material statutory
dues, as applicable, with the appropriate authorities in India”.
“The Company has been generally regular in depositing undisputed dues, including Provident Fund, Income Tax,
Service-tax, Cess and other statutory dues applicable to it with the appropriate authorities. To the best of our knowledge
and belief, the Company was not required to deposit or pay any dues in respect of Employee’s State Insurance, Sales-
tax, Duty of Customs, Duty of Excise, Value Added Tax and corresponding Cess during the year”.
In case of REL Infrafacilities Limited (RIL), a subsidiary of the Company incorporated in India, audited by another
firm of chartered accountants, who vide their report dated May 25, 2015 have reported as follows: “According to the
information and explanation given to us and records of the company examined by us, in our opinion the company
is regular in depositing undisputed statutory dues including provident fund, employees’ state insurance, income-tax,
sales-tax, wealth tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues,
as applicable with the appropriate authorities”.
In case of Religare Arts Initiative Limited (RAIL), a subsidiary of the Company incorporated in India, audited by another
firm of chartered accountants, who vide their report dated May 26, 2015 have reported as follows: “According to
the information and explanation given to us and records of the company examined by us, the company is regular in
depositing undisputed statutory dues, including Income Tax, Provident Fund, and other statutory dues as applicable with
the appropriate authorities. According to the information and explanations given to us and the record of the Company
examined by us, Investor Education and protection fund, Employees’ State Insurance, Excise Duty and Cess are not
applicable to the Company for the current year”.

In case of Religare Finance Limited (RFIL), a subsidiary of the Company incorporated in India, audited by another
firm of chartered accountants, who vide their report dated May 26, 2015 have reported as follows: “In our opinion, the
Company is generally regular in depositing undisputed statutory dues in respect of Income Tax, Provident Fund, Sales
Tax, Service tax and other statutory dues as applicable with the appropriate authorities. According to the information
and explanations given to us and based on the records of the company examined by us, Investor Education and
protection fund, Employees’ State Insurance, Excise Duty and Cess are not applicable to the Company for the current
year”.
In case of Religare Venture Capital Limited (RVCL), a subsidiary of Religare Securities Limited incorporated in India,
“According to the information and explanation given to us and based on the records of the company examined by
us, the company is regular in depositing undisputed statutory dues, including Income Tax, Provident Fund, and other
statutory dues as applicable with the appropriate authorities. According to the information and explanations given to us
and the record of the Company examined by us, Investor Education and protection fund, Employees’ State Insurance,
Excise Duty and Cess are not applicable to the Company for the current year”.
In case of IBOF Investment Management Private Limited (IBOF), jointly controlled entity of RVCL incorporated in India,
“Based on the records produced before us, the Company has been generally regular in depositing with appropriate
authorities undisputed statutory dues such as provident fund, employees state insurance, income-tax, sales-tax, wealth
tax, service tax, duty of customs, duty of excise, value added tax, cess and other statutory dues applicable to it.
According to the information and explanations given to us, no undisputed amount payable in respect of outstanding
statutory dues were in arrears as at March 31, 2015 for a period of more than six months from the date they became
payable”.
In case of Yournest Capital Advisors Private Limited (YCAPL), an associate of RGAM Investment Advisors Private
Limited incorporated in India, audited by another firm of chartered accountants, who vide their report dated April 17,
2015 have reported as follows: “Is the Company regular in depositing undisputed statutory dues including provident
fund, employees’ state insurance, income tax, sales tax, wealth tax, service tax, duty of customs, duty of excise, value
added tax, cess and any other statutory dues with the appropriate authorities and if not, the extent of the arrears of
outstanding statutory dues at the last day of the financial year concerned for a period more than six months from the
date they become payable, shall be indicated by the auditor- Yes, the Company is regular in depositing undisputed
statutory dues”.
(b) 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 and service tax as at March 31, 2015 which have not been deposited on account of a
dispute, are as follows:
Period to which the Forum where the
Name of the statute Nature of dues Amount (`)
amount relates dispute is pending
Income Tax Act, 1961 Income tax 39,029,230 A.Y 2011-12 Commissioner of
Income Tax (Appeals)
Income tax 1,744,784 A.Y 2009-10 Income Tax Appellate
Tribunal
Tax Deducted at source 157,310 A.Y 2008-09 Commissioner of
proceedings under Income Tax (Appeals)
section 201(1) /201(1A)
of the Income Tax Act,
1961
Service Tax Service tax liability 2,111,360 Financial Year 2005-06 Customs, Excise and
Regulations on reimbursement of to 2009-10 Service Tax Appellate
expenses 5,051,628 Financial Year 2010-11 Tribunal
5,195,173 Financial Year 2011-12
Total 53,289,485

In case of Religare Finvest Limited, subsidiary of the Company incorporated in India, according to the information and
explanations given to us and the records of the subsidiary company examined by us, there are no dues of wealth-tax,
service-tax which have not been deposited on account of any dispute. The particulars of dues of income tax, value
added tax, as at March 31, 2015 which have not been deposited on account of a dispute, are as follows:
Name of the statute Nature of dues Amount (`) Period to which Forum where the dispute is
the amount pending
relates
Income Tax Act 1961 Income Tax Demands 4,759,878 A.Y. 2006-07 Commissioner of Income Tax
(Appeals)
Income Tax Act 1961 Income Tax Demands 65,142,544 A.Y.2007-08 Commissioner of Income Tax
(Appeals)
Income Tax Act 1961 Income Tax Demands 33,764 A.Y. 2007-08 Commissioner of Income Tax
(Appeals)
Income Tax Act 1961 Income Tax Demands 9,702,491 A.Y. 2008-09 ITAT (Delhi bench)
Income Tax Act 1961 Income Tax Demands 236,610 A.Y. 2008-09 Commissioner of Income Tax
(TDS Related) (Appeals)
Income Tax Act 1961 Income Tax Demands 1,583,810 A.Y. 2009-10 Commissioner of Income Tax
(TDS Related) (Appeals)
Income Tax Act 1961 Income Tax Demands 18,120,780 A.Y 2009-10 Commissioner of Income Tax
(Appeals)
Income Tax Act 1961 Income Tax Demand 237,952,710 A.Y 2010-11 Commissioner of Income Tax
(Appeals)
(Appeals)
(Appeals)
(Appeals)
KVAT Act VAT Demand 710,960,227 F.Y. 2010-11, Deputy Commissioner of
2011-12 and Commercial Taxes
2012-13
Total 1,391,212,378
In case of Religare Housing Development Finance Corporation Limited, subsidiary of Religare Finvest Limited
incorporated in India, according to the information and explanations given to us and the records of the subsidiary
company examined by us, there are no dues of wealth-tax, service-tax, which have not been deposited on account of
any dispute. The particulars of dues of income tax as at March 31, 2015 which have not been deposited on account of
a dispute, are as follows:
Name of the statute Nature of dues Amount (`) Period to which the Forum where the
Income Tax Act, 1961 Income Tax Demands 12,841,523 A.Y.(s) 2001-02, Delhi High Court
2003-04, 2004-05 and
2005-06
Income Tax Act, 1961 Income Tax Demands 260,822 A.Y. 2008-09 Commissioner of
Income tax (Appeals) –
IX New Delhi

Income Tax Act, 1961 Income Tax Demands 1,937,266 A.Y. 2009-10 Commissioner of
XVIII New Delhi
Income Tax Act, 1961 Income Tax Demands 1,526,330 A.Y. 2011-12 Commissioner of
XVIII New Delhi
Income Tax Act, 1961 Income Tax Demands 10,326,430 A.Y. 2012-13 In process of filing
of appeal before
Commissioner of
VII New Delhi
In case of Religare Securities Limited, subsidiary of the Company incorporated in India, according to the information
and explanations given to us and the records of the subsidiary company examined by us, the particulars of dues of
income tax, tax deducted at source and service tax as at March 31, 2015 which have not been deposited on account
of a dispute, are as follows :
Income Tax Act, 1961 Income Tax 70,117,129 A.Y. 2008-09 Commissioner
A.Y. 2009-10 of Income Tax
6,041,720
(Appeals)- CIT(A)
16,823,740 A.Y. 2010-11
Tax Deducted at Source 10,106,510 A.Y.- 2006-07, 2008-09
and 2009-10
Service Tax Service Tax on advance 10,940,820 F.Y. 2007-08 and 2008- Commissioner of
Regulations subscription charges, 09 Service Tax
CENVAT on ineligible
services and CENVAT
on reversal of bad debts
Short Payment 4,320,826 F.Y. 2012-13 Commissioner of

of Service Tax on Service Tax
Transaction Charges
and short payment
under advance scheme
Service Tax on 101,092,796 FY 2006-07 to FY The Company is in
Income from Delayed 2010-11 the process of filing
Payments, Depository reply.
Charges, Reverse
Charge and Brokerage
Income
In case of Religare Commodities Limited, subsidiary of RSL incorporated in India, according to the information and
explanations given to us and the records of the subsidiary company examined by us, the particulars of dues of income
tax, service tax and value added tax, as at March 31, 2015 which have not been deposited on account of a dispute,
are as follows:

Name of Statute Nature of Dues Amount Period to which the Forum where the dispute is
(`) amount relates pending
Income Tax Act, 1961 Income Tax 390,075 Assessment Year 2008-09 Income Tax Appellate Tribunal
871,350 Assessment Year 2009-10 Commissioner of Income Tax
(Appeals)
Income Tax Act, 1961 Income Tax 10,696,510 Assessment Year 2012-13 Commissioner of Income Tax
(Appeals).
Service Tax Service Tax 4,568,460 Multiple The company is in the process
Regulations of filing the reply.
Gujarat Value Added Gujarat VAT 21,482,721 Assessment Year 2010-11 Deputy commissioner of
Tax commercial Tax, Mehsana,
Gujarat.
In case of Religare Wealth Management Limited, subsidiary of RSL incorporated in India, according to the information
and explanations given to us and the records of the subsidiary company examined by us, the particulars of dues of
income tax as at March 31, 2015 which have not been deposited on account of a dispute are as follows :
Name of the statute Nature of dues Amount Period to which the Forum where the dispute is
(`) amount relates pending
Income Tax Act, Tax deducted at 1,47,630 AY 2009 – 10 Income Tax Appellate Tribunal
1961 Source proceedings
u/s 201 (1) and u/s 201
(1A) of the Income Tax
Act, 1961
Income Tax Act, Income Tax Demand 42,940 AY 2011 – 12 Commissioner of Income Tax
1961 (Appeals)
In case of RGAM Investment Advisers Private Limited, subsidiary of the Company, according to the information and
explanations given to us and the records of the subsidiary company examined by us, the particulars of dues of income
tax, sales tax, wealth tax, service tax, duty of customs and duty of excise duty, value added tax or cess as at March
31, 2015 which have not been deposited on account of a dispute, are as follows:
Name of the statute Nature of dues Amount (`) Period to which Forum where the dispute
the amount relates is pending
Finance Act, 1994 Service Tax Demand 929,372 April 2007 to June Custom Excise & Service
2007 tax appellate Tribunal
Finance Act, 1994 Service Tax Demand 1,095,912 July 2007 to May Custom Excise & Service
2008 tax appellate Tribunal
Income Tax Act, 1961 Income Tax Demand 1,329,489 AY 2006-07 Madras High Court
Income Tax Act, 1961 Income Tax Demand 435,442 AY 2006-07 CIT Appeals
In case of REL Infra facilities Limited, subsidiary of the Company incorporated in India, audited by another firm of
chartered accountants, who vide their report dated May 25, 2015 have reported as follows:
“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, as at March 31, 2015 which have not been deposited on account of dispute are as
follows”.
Name of the statute Nature of Amount Period to which Forum where the dispute is pending
dues (`) the amount relates
Income Tax Act, 1961 Income Tax 764,386 AY 2009-10 Income Tax Appellate Tribunal
Income Tax 7,316,340 AY 2011-12 Commissioner of Income Tax (Appeals)

In case of Religare Comtrade Limited subsidiary of RCL incorporated in India, audited by another firm of chartered
accountants, who vide their report dated May 27, 2015 have reported as follows: “The particulars of dues of income tax
or sales tax or wealth tax or service tax or duty of customs or duty of excise or value added tax or cess that have not
been deposited on account of any dispute are as under”:
Name of Statute Nature of Assessment year Amount Disputed (Amount Forum where the
Statutory deposited under protest) dispute is pending
dues As at March 31, 2015
Income Tax Act, Income tax 2012-13 116,048,410 (-) Commissioner of Income
1961 Tax (Appeals)
In case of Religare Venture Capital Limited subsidiary of RSL incorporated in India, audited by another firm of chartered
accountants, who vide their report dated May 28, 2015 have reported as follows : “According to the information and
explanation given to us, and based on the records of the company examined by us, there are no dues of Income
tax, Wealth tax, Service Tax, Sales tax, Custom duty, Excise Duty, which have not been deposited on account of any
disputes except for a demand of `60,510/- raised by the assessing officer on completion of the assessment for the
assessment year 2011-2012 as the company has filed an appeal before the CIT(appeals) against the aforesaid order”.
In case of Northgate Capital Asia (India) Limited and Religare Investment Advisors Limited, subsidiaries of Religare
Securities Limited, incorporated in India, audited by another firm of chartered accountants, who vide their report dated
May 26, 2015 have reported as follows: “There is no disputed amount of dues of income tax or sales tax or wealth tax
or service tax or duty of customs or duty of excise or value added tax or cess which have not been deposited by the
company. have not been deposited on account of any dispute, then the amounts involved and the forum where dispute
is pending shall be mentioned”.
In case of Religare Arts Initiative Limited, Religare Capital Markets (India) Limited, Religare Finance Limited and
Religare Commodity Broking Private Limited, subsidiaries of the Company; Religare Arts Investment Management
Limited subsidiary of RGAM Investment Advisers Private Limited incorporated in India, audited by another firm of
chartered accountants, who vide their report dated May 26, 2015, May 22, 2015, May 26, 2015, May 14, 2015 , May
22, 2015 respectively have reported as follows : “According to the information and explanation given to us, there are
no dues of sales tax, income tax, Wealth Tax , service tax, custom duty, excise duty or value added tax or Cess which
have not been deposited on account of any dispute”.
In case of Religare Portfolio Managers and Advisors Private Limited subsidiary of RGAM Investment Advisers Private
Limited incorporated in India, audited by another firm of chartered accountants, who vide their report dated May 25,
2015 have reported as follows: “According to the records of the company, there are no disputed dues of sales tax,
income tax, duty of customs, wealth tax, service tax and cess which have not been deposited on account of any
dispute.”
“There were no undisputed amounts payable in respect of Provident Fund, Income-tax , Service Tax, Cess and other
material statutory dues in arrears as at 31st March, 2015 for a period of more than six months from the date they
became payable”.
In case of IBOF Investment Management Private Limited (IBOF), jointly controlled entity of RVCL incorporated in India,
“According to the information and explanation given to us, there are no outstanding disputed dues payable by the
Company in case of income tax, wealth tax, sales tax, duty of customs, service tax, duty of excise, value added tax and
cess as on March 31, 2015”.
In case of Yournest Capital Advisors Private Limited (YCAPL), an associate of RGAM Investment Advisors Private
Limited, incorporated in India, audited by another firm of chartered accountants, who vide their report dated April
17, 2015 have reported as follows: “In case dues of income tax or sales tax or wealth tax or service tax or duty of
custom or duty of excise or valued added tax or cess have not been deposited on account of any dispute, then the
amounts involved in the forum where dispute is pending shall be mentioned (A mere representation to the concerned
Department shall not constitute a dispute)-NIL”.

c) The amount required to be transferred to Investor Education and Protection Fund by the Holding Company have been
transferred within the stipulated time in accordance with the provisions of the Companies Act, 2013 and the rules made
thereunder. There are no amounts required to be transferred by the Company’s subsidiaries, jointly controlled entities
and associate incorporated in India to the Investor Education and Protection Fund in accordance with the provisions
of the Companies Act, 1956 and the rules made thereunder based on audited by us and reports of other auditors
submitted to us.
viii. The accumulated losses of the Company did not exceed fifty percent of its net worth as at the end of the financial year and it
has incurred cash losses in the financial year ended on that date and in the immediately preceding financial year.
In case of Religare Wealth Management Limited subsidiary of Religare Securities Limited, accumulated losses of the Company
exceed fifty percent of its net worth as at the end of the financial year and it has also incurred cash losses during the financial
year ended on that date and in the immediately preceding financial year.
In case of Religare Arts Initiative Limited subsidiary of the Company incorporated in India, audited by another firm of chartered
accountants, who vide their report dated May 26, 2015 have reported as follows: “The accumulated losses of the Company
exceed fifty percent of its net worth as at the end of the financial year and it has also incurred cash losses during the financial
year ended on that date and in the immediately preceding financial year”.
In case of Religare Capital Markets (India) Limited subsidiary of the Company incorporated in India, audited by another firm of
chartered accountants, who vide their report dated May 22, 2015 have reported as follows: “The company has accumulated
losses of `2,87,353/- at March 31, 2015. The accumulated losses of the company as at March 31, 2015 are not less than
fifty per cent of its net worth and the company has incurred cash losses of `30,313/-, for the financial year 2014-15 and
`33,698/- in the immediately preceding financial year 2013-14”.
In case of REL Infrafacilities Limited, subsidiary of the Company incorporated in India, audited by another firm of chartered
accountants, who vide their report dated May 25, 2015 have reported as follows: “The company has accumulated losses of
`682,039,699 at the end of the financial year which are not less than fifty per cent of its net worth and it has incurred cash
losses of `73,758,691 in current financial year and `9,72,46,816 in the immediately preceding financial year”.
In case of Religare Invesco Asset Management Company Private Limited, a subsidiary of Religare Securities Limited, audited
by another firm of chartered accountants, who vide their report dated May 27, 2015 have reported as follows: “The Company’s
accumulated losses at the end of financial year are more than fifty percent of its net worth. The Company has incurred cash
losses only during the preceding year but has not incurred any cash loss during the current financial year”.
In case of Religare Portfolio Managers and Advisors Private Limited (RPMAPL), a subsidiary of RGAM Investment Advisers
Private Limited incorporated in India, audited by another firm of chartered accountants, who vide their report dated May 25,
2015 have reported as follows: “The Company’s accumulated losses at the end of the financial year are less than fifty percent
of its net worth. The Company has incurred cash loss during the financial year covered by our audit and in the immediately
preceding financial year”.
In case of IBOF Investment Management Private Limited (IBOF), jointly controlled entity of RVCL incorporated in India, audited
by another firm of chartered accountants, who vide their report dated May 18, 2015 have reported as follows: “The Company
has no accumulated losses as at the end of financial year and it has not incurred cash losses in the financial year ended on
March 31, 2015 and in the immediately preceding financial year”.
In case of Religare Investment Advisors Limited, a subsidiary of Religare Securities Limited, incorporated in India, audited by
another firm of chartered accountants, who vide their report dated May 26, 2015 have reported as follows: “The company has
accumulated losses of `8,472,476 at the end of the year which is less than fifty percent of its net worth. The Company has
incurred cash losses of `5,051,931 during the current year and NIL during the immediately preceding financial year 2013-14”.
In respect of RGAM Investment Advisers Private Limited, subsidiary of the Company and Religare Housing Development
Finance Corporation Limited a subsidiary of Religare Finvest Limited, since the aforesaid subsidiaries and associate
incorporated in India were registered for a period less than five years, the provisions of Clause 3(viii) of the Order are not
applicable to the aforesaid subsidiaries and associates.

In case of Religare Finance Limited and Religare Commodity Broking Private Limited, subsidiaries of the Company; Northgate
Capital Asia (India) Limited and Religare Shares Brokers Limited, subsidiaries of Religare Securities Limited; Religare Venture
Capital Limited and Religare Arts Investment Management Limited, subsidiaries of RGAM Investment Advisers Private
Limited; Religare Comtrade Limited a subsidiary of Religare Commodities Limited and Yournest Capital Advisors Private
Limited (YCAPL), an associate of RGAM Investment Advisers Private Limited, based on reports of other auditors submitted to
us vide their reports dated May 26, 2015, May 14, 2015, May 26, 2015, May 27, 2015, May 28, 2015, May 22, 2015, May 27,
2015 and April 17, 2015 respectively, since the aforesaid subsidiaries and associate incorporated in India were registered for
a period less than five years, the provisions of Clause 3(viii) of the Order are not applicable to the aforesaid subsidiaries and
associates
The subsidiaries and jointly controlled entity other than aforesaid incorporated in India, audited by us and based on the reports
submitted to us, have no accumulated losses as at the end of the financial year and they have not incurred any cash losses in
the financial year ended on that date or in the immediately preceding financial year.
ix. According to the records of the Company examined by us and the information and explanation given to us and based on the
reports of the other auditors, the Company and Religare Finvest Limited, Religare Securities Limited, Religare Commodities
Limited, REL Infrafacilities Limited, Religare Arts Initiative Limited, Religare Commodity Broking private Limited, RGAM
Investment Advisors Private Limited and Religare Capital Markets (India) Limited , subsidiaries of the Company incorporated
in India have not defaulted in repayment of dues to any financial institution or bank or debenture holders as at the balance
sheet date.
Based on the reports of the other auditors, Religare Investment Advisors Limited and Religare Venture Capital Limited,
subsidiaries of Religare Securities Limited; Religare Housing Development Finnace Corporation Limited a subsidiary of
Religare Finvest Limited; IBOF Investment Management Private Limited a jointly controlled entity of Religare Venture Capital
Limited and Yournest Capital Advisors Private Limited an associate company of RGAM Investment Advisers Private Limited,
incorporated in India, have not defaulted in repayment of dues to any financial institution or bank or debenture holders as at
the balance sheet date.
In case of Religare Comtrade Limited (RCTL) , a subsidiary of Religare Commodities Limited incorporated in India, audited by
another firm of chartered accountants, who vide their report dated May 27, 2015 have reported as follows: “According to the
information and explanations given to us and as per books and records examined by us, the Company has not defaulted in
repayment of dues to a financial institutions, banks or debenture holders”.
In case of Northgate Capital Asia (India) Limited (NCAIL) , a subsidiary of Religare Securities Limited incorporated in India,
audited by another firm of chartered accountants, who vide their report dated May 26, 2015 have reported as follows: “The
company has not defaulted in repayment of dues to a financial institution or bank or debenture holders”.
Religare Wealth Management Limited, subsidiary of Religare Securities Limited incorporated in India does not have any
borrowings from any financial institution or bank nor has it issued any debentures as at the balance sheet date, the provisions
of Clause 3(ix) of the Order are not applicable to the Company”.
In case of Religare Finance Limited, subsidiary of the Company, audited by another firm of chartered accountants, who vide
their report dated May 26, 2015 have reported as follows: “The company has neither taken any loan from financial institution
nor raised any debentures. Accordingly, clause 3(ix) of the order is not applicable to the company”.
In case of Religare Share Brokers Limited, subsidiary of Religare Securities Limited, audited by another firm of chartered
accountants, who vide their report dated May 27, 2015 have reported as follows: “According to the records of the company
examined by us and as per the information and explanations given to us, the company has not availed of any loans from any
financial institution or banks and has not issued debentures”.
In case of Yournest Capital Advisors Private Limited, an associate of RGAM Investment Advisers Private Limited, audited
by another firm of chartered accountants, who vide their report dated April 17, 2015 have reported as follows: “Whether the
company has given any gurantee for loans taken by others from bank or financial institutions, the terms & conditions whereof
are prejudicial to the interest of the company – Yes”.

The subsidiaries and associate company other than aforesaid incorporated in India, audited by us and based on the reports of
the other auditors, do not have any borrowings from any financial institution or bank nor have they issued any debentures as
at the balance sheet date, the provisions of Clause 3(ix) of the Order are not applicable to the aforesaid subsidiaries.
x. In our opinion, and according to the information and explanations given to us, in case of Religare Finvest Limited and RGAM
Investment Advisers Private Limited, subsidiaries of the Company incorporated in India, the terms and conditions of the
guarantees given by the aforesaid subsidiaries for loans taken by others from banks or financial institutions during the year,
are not prejudicial to the interest of the aforesaid subsidiary companies.
In respect of Religare Venture Capital Limited , a subsidiary of RGAM Investment Advisers Private Limited, incorporated in
India, audited by another firm of chartered accountants, who vide their report dated May 28, 2015 have reported as follows
: “The Company has given guarantee in connection with loan of `15 crores taken by a subsidiary company from Religare
Finvest Limited. In opinion, and according to the information & explanation given to us, the terms and conditions of the
guarantee are not prejudicial to the interest of the company”.
The Company, subsidiaries, jointly controlled entity and associate other than aforesaid incorporated in India have not given
any guarantee for loans taken by others from banks or financial institutions during the year. Accordingly, the provisions of
Clause 3(x) of the Order are not applicable to the aforesaid subsidiaries, jointly controlled entity and associate company.
xi. In our opinion, and according to the information and explanations given to us the term loans obtained by the Company,
Religare Finvest Limited, a subsidiary of the Company and Religare Housing Development Finance Corporation Limited,
subsidiary of Religare Finvest Limited incorporated in India have been applied for the purposes for which they were obtained.
In respect of IBOF Investment Management Private Limited, a jointly controlled entity of Religare Venture Capital Limited
incorporated in India, audited by another firm of chartered accountants, who vide their report dated May 18, 2015 have
reported as follows: “In our opinion, and according to the information and explanations given to us and based on the records
examined by us the term loan have been applied for the purpose for which the loan were obtained”.
The subsidiaries and associate other than aforesaid incorporated in India have not raised any term loans. Accordingly, the
provisions of Clause 3(xi) of the Order are not applicable to these subsidiaries and associate.
xii. 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 and based on the reports
of the other auditors, we/the other auditors have neither come across any instance of material fraud on or by the Company,
its subsidiaries, jointly controlled entities and associate incorporated in India noticed or reported during the year, nor have we/
the other auditors been informed of any such case by the respective Managements of the aforesaid Company, its subsidiaries,
jointly controlled entities and associate.


Sd/-
Russell I Parera
Place: Mumbai Partner
Date: May 29, 2015 Membership Number 42190

Consolidated Balance Sheet as at March 31, 2015
Particulars Note No. As at As at

March 31, 2015 March 31, 2014
Amount (`) Amount (`)
EQUITY AND LIABILITIES
Shareholders’ Funds
Share Capital 3 2,033,298,080 2,057,082,590
Reserves and Surplus 4 37,054,833,544 29,820,158,513
Minority Interest 2,195,600,052 2,255,365,299
Non - Current Liabilities
Long - Term Borrowings 5 86,883,244,846 66,224,371,279
Other Long Term Liabilities 6 472,036,054 751,112,292
Long - Term Provisions 7 16,733,247,873 16,546,735,291
Insurance Business Funds 8 7,010,138,506 5,490,592,805
Current Liabilities
Short - Term Borrowings 9 43,203,332,295 37,543,601,526
Trade Payables 10 1,860,158,058 1,871,260,814
Other Current Liabilities 11 55,711,907,951 47,703,592,731
Short - Term Provisions 12 1,232,458,652 988,138,988
TOTAL 254,390,255,911 211,252,012,128
ASSETS
Non - Current Assets
Fixed Assets
Tangible Assets 13 872,528,762 1,004,675,966
Intangible Assets 14 20,410,022,801 18,804,346,063
Capital Work - in - Progress 15 21,963,667 8,032,522
Intangible assets under
development 16 17,077,664 109,692,082
Non - Current Investments 17 21,436,482,570 19,400,011,165
Deferred Tax Asset (Net) 18 803,789,018 464,826,146
Long - Term Loans and Advances 19 100,254,579,908 71,020,353,459
Other Non - Current Assets 20 7,544,732,548 8,723,072,976
Current Assets
Current Investments 21 22,189,752,329 14,044,834,851
Inventories 22 626,728,991 548,981,450
Trade Receivables 23 5,886,688,366 4,748,197,866
Cash and Bank Balances 24 15,755,187,285 17,490,024,987
Short - Term Loans and Advances 25 56,692,333,411 52,715,481,222
Other Current Assets 26 1,878,388,591 2,169,481,373
TOTAL 254,390,255,911 211,252,012,128
Overview, Principles of Consolidation and
Significant Accounting Policies 1&2
The notes are an integral part of these Consolidated Financial Statements
This is the Consolidated Balance Sheet referred to in our report of even date
For and on behalf of the Board of Directors
Firm Registration Number: 301112E Sd/- Sd/-
Chartered Accountants PADAM BAHL SUNIL GODHWANI
Director Chairman & Managing Director
(DIN-01314395) (DIN-00174831)
Sd/- Sd/- Sd/- Sd/-
RUSSELL I PARERA SHACHINDRA NATH ANIL SAXENA MOHIT MAHESHWARI
Partner Group CEO Group CFO Company Secretary
Membership Number: 42190 Membership No: A16914
Place: Mumbai Place: New Delhi
Date: May 29, 2015 Date: May 29, 2015

Statement of Consolidated Profit and Loss
For the year ended March 31, 2015
Particulars Note No. Year Ended Year Ended

March 31, 2015 March 31, 2014
Revenue
Revenue From Operations 27 41,045,818,350 33,438,008,495
Other Income 28 828,141,216 1,278,996,312
Total Revenue
41,873,959,566 34,717,004,807
Expenses
Employee Benefits Expense 29 8,044,608,966 6,447,728,400
Finance Costs 30 16,520,530,918 15,781,930,041
Depreciation and Amortization Expense 31 369,050,546 340,570,110
Other Expenses 32 12,087,705,428 9,515,739,475
Total Expenses 37,021,895,858 32,085,968,026
Profit / (Loss) Before Exceptional Items and Tax 4,852,063,708 2,631,036,781
Exceptional Items (Refer Note 41(a))
Provision for diminution in the value of long term investments in a subsidiary - (806,000,000)
- (806,000,000)
Profit / (Loss) After Exceptional Items and Before Tax 4,852,063,708 1,825,036,781
Tax Expenses
Current Tax 1,891,001,291 1,479,385,332
Deferred Tax (Net) (338,962,872) (22,863,785)
Taxes for earlier years 22,929,316 71,829,748
MAT Credit (41,929,958) (58,856,700)
Corporate Dividend Tax of Subsidiaries 109,170,239 89,154,822
Profit / (Loss) After Tax and before Share in Associates 3,209,855,692 266,387,364
Share of Profit in Associates (Net) 3,279,631 3,598,168
Profit / (Loss) for the year 3,213,135,323 269,985,532
Profit attributable to Minority (1,675,197,664) (962,928,954)
Profit / (Loss) attributable to the Company (Balance transfer to Balance Sheet) 1,537,937,659 (692,943,422)
Earnings Per Equity Share 33
Basic (Face value of `10 each fully paid up) 8.56 (5.20)
Diluted (Face value of `10 each fully paid up) 8.55 (5.20)
Overview, Principles of Consolidation and
Significant Accounting Policies 1&2
This is the Statement of Consolidated Profit and Loss referred to in our report of even date
For Price Waterhouse Sd/- Sd/-
Firm Registration Number: 301112E PADAM BAHL SUNIL GODHWANI
Chartered Accountants Director Chairman & Managing Director
(DIN-01314395) (DIN-00174831)
Sd/-
RUSSELL I PARERA Sd/- Sd/- Sd/-
Partner SHACHINDRA NATH ANIL SAXENA MOHIT MAHESHWARI
Membership Number: 42190 Group CEO Group CFO Company Secretary
Membership No: A16914

Date: May 29, 2015 Date: May 29, 2015

Consolidated Cash Flow Statement
Particulars For the Year Ended For the Year Ended

March 31, 2015 March 31, 2014
A. Cash flow from Operating Activities:
Net (Loss)/Profit Before Tax 4,852,063,708 1,825,036,781
Adjustments for:
Depreciation and Amortization 369,050,546 340,570,110
Interest Expense 13,824,702,101 13,986,194,363
Interest Income* (2,423,162,400) (1,666,691,104)
Dividend Income (59,858,786) (44,026,848)
(Profit)/Loss on Sale of Fixed Assets and
Capital Work in Process (Net) 10,675,635 9,283,108
(Profit)/Loss on sale of Investments in subsidiaries (Net) 522,357 97,901,209
(Profit)/Loss on sale of Other Investments (Net) (1,230,429,219) (618,625,603)
Bad Debts, Balances & Loans written off and Provision for
Doubtful Debts / Loans & Advances (Net) 1,231,926,454 1,441,630,178
Provision for Non Performing Assets and Contingent Provision
on Standard Assets (Net) 305,459,037 (67,678,600)
Provision for Gratuity and Leave Encashment (written off) / created 4,500,094 7,330,367
TDS on operating income (1,072,728,869) (1,157,174,709)
Provision for Diminution in the value of long term Investments,
Assets Held for Sale and Financial Assets 205,110,642 841,108,253
Provision for Diminution in the value of Stocks - 4,500,000
(Gain)/Loss on revaluation/change in fair value (140,375,275) (248,007,545)
Change in valuation in respect of Life Policies 1,515,752,169 1,052,543,396
Translation Reserve 100,612,222 (4,736,769)
Discount on issue of Commercial Paper 2,110,532,612 1,511,487,462
Operating Profit Before Working Capital Changes 19,604,353,028 17,310,644,049
Adjustments for Changes in Working Capital:
- (Increase)/Decrease in Inventories (77,747,541) 726,246,696
- (Increase)/Decrease in Trade Receivables (1,199,542,619) (108,507,806)
- (Increase)/Decrease in Other Current Assets 246,815,862 1,263,090,667
- (Increase)/Decrease in Other Non-Current Assets (518,461,738) (481,897,117)
- (Increase)/Decrease in Long Term Loans & Advances (29,383,552,201) (13,140,211,522)
- (Increase)/Decrease in Short Term Loans & Advances (5,035,591,751) 7,798,784,174
- Increase/(Decrease) in Other Long - Term Liabilities (21,470,323) (93,158,293)
- Increase/(Decrease) in Trade Payables (11,102,756) 122,188,123
- Increase/(Decrease) in Other Current Liabilities 9,952,337,401 3,197,509,732
Cash Generated / (Used) from / in Operations (6,443,962,638) 16,594,688,703
- Taxes (Paid) / Refunded (Net of TDS) (612,793,440) (251,146,127)
Net Cash Generated / (Used) from / in Operating Activities (7,056,756,078) 16,343,542,576
B. Cash Flow from Investing Activities:
Purchase of Fixed Assets (379,944,804) (344,432,173)
Proceeds from sale of Fixed Assets 25,859,846 44,266,737
Capital Work in Progress 86,166,273 (34,379,630)
Proceeds from sale of long term Investments in subsidiaries 80,000 10,979
Proceeds from Sale of long term Investments 193,914,623,512 207,394,502,147
Amount Paid on Acquisition of subsidiaries / joint ventures - (151,446,889)
Purchase of long term Investments (202,694,205,530) (211,417,626,377)
Investment in a Subsidiary - (806,000,000)
Increase / (Decrease) in Investment in Fixed Deposits# 1,034,680,066 43,658,381
Redemption of preference shares issued to minorities in a subsidiary (666,901,014) (345,273,727)
Interest Received (Revenue) 2,447,027,204 1,489,513,782
Dividend Received (Including dividend from associates) 63,224,008 45,617,891
Net Cash Generated / (Used) from / in Investing Activities (6,169,390,439) (4,081,588,879)
C. Cash Flow From Financing Activities:
Proceeds from fresh issue of Share Capital
(including securities premium) (Net) 695,068,386 54,735,899
Proceeds from / (Repayment) for Short term Borrowings:-
- Inter Corporate Loans (Net) (101,419,802) 405,341,728
- Commercial Paper (Net) 4,517,378,523 2,499,272,189

Consolidated Cash Flow Statement
- Debentures (Net) - (6,750,000,000)

- Repo Loans (323,596,660) 323,596,660
- Term Loans (Net) 1,356,762,500 (235,081,985)
- Loan Repayable on Demand (Net) (1,939,659,182) 9,479,906,611
Proceeds from / (Repayment) for Long Term Borrowings:-
- Debentures (Net) (6,639,823,754) (5,908,391,500)
- Term Loans (Net) 29,096,588,535 520,511,149
Share in Security Premium bought in by other partners
of a Joint Venture 574,173,600 134,640,000
Proceeds from the Shares issued to Minority Shareholders (Net) 256,800,000 150,041,518
Interest Paid (14,972,253,028) (13,842,365,035)
Dividend Paid (Including dividend paid to Minority Shareholders) (1,471,761,523) (745,990,624)
Dividend Tax Paid by a Subsidiary (109,170,239) (89,154,795)
Net Cash Generated / (Used) from / in Financing Activities 10,939,087,356 (14,002,938,185)
Net Increase/(Decrease) in Cash & Cash Equivalents (A+B+C) (2,287,059,161) (1,740,984,488)
Add: Cash and Cash Equivalents at the beginning of the Year 12,484,044,642 14,173,369,961
Less: Cash and Cash Equivalents on Deconsolidation of
Subsidiaries / Sale of a Subsidiary 53,244 141,343
Add: Effect of Exchange difference on Translation of Foreign
Currency Cash & Cash Equivalents 48,086,200 48,775,510
Add: Cash and Cash Equivalents on Acquisition of Subsidiaries - 3,025,002
Cash and Cash Equivalents at the end of the Year 10,245,018,437 12,484,044,642

Cash and Cash Equivalents at the end of the Year Comprises of
Cash in Hand 13,082,349 10,318,420
Cheques on Hand 161,408,707 62,039,059
Balances with Banks in Current Accounts 9,997,027,381 12,201,487,163
Balances with Banks in Fixed Deposits Accounts 73,500,000 210,200,000
10,245,018,437 12,484,044,642
* Interest income does not include interest income from lending operations of `20,609,701,671 (March 31, 2014: `18,679,728,632).
#
Fixed Deposits with banks with maturity more than 12 months from the date of acquisition and after one year from the Balance Sheet
Date.
Notes:
1 The Cash flow statement has been prepared under the indirect method as set out in Accounting Standard -3 on Cash Flow Statement.
2 Figures in bracket indicate cash outgo/income.
3 Previous year’s figures have been regrouped and rearranged wherever necessary to conform to the current year classification.
The Notes are an integral part of these Consolidated Financial Statements
This is the Consolidated Cash Flow Statement referred to in our report of even date

Sd/- Sd/-
PADAM BAHL SUNIL GODHWANI
(DIN-01314395) (DIN-00174831)
Sd/- Sd/- Sd/- Sd/-


Date: May 29, 2015 Date: May 29, 2015

Notes Forming Part of the Consolidated Financial Statements
1 OVERVIEW AND PRINCIPLES OF CONSOLIDATION

I OVERVIEW
Religare Enterprises Limited (“REL” or “the Company”) is a leading emerging markets financial services company in India.
REL is a diversified financial services company with presence in India and abroad operating through its Indian and overseas
subsidiaries. The Subsidiaries, Joint Ventures and Associates are primarily engaged in the business of broking in securities and
commodities, lending and investments, financial advisory services, custodial and depository operations, portfolio management
services, asset management and insurance, institutional equities and investment banking services to its clients. REL was
originally incorporated as a private limited company under the Companies Act, 1956 on January 30, 1984. The Company is
listed on National Stock Exchange of India (“NSE”) and BSE Limited (“BSE”). The Company was registered with the Reserve
Bank of India as a Non- Banking Financial Company under section 45 IA of RBI Act, 1934 governed by Non-Banking Financial
(Non Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007 (“NBFC Directions”).
During the year ended March 31, 2015, the Company received the Certificate of Registration as a Non-Deposit Taking
Systemically Important Core Investment Company (“CIC-ND-SI”) vide Certificate No. N-14.03222 dated June 03, 2014 issued
by the Reserve Bank of India (“RBI”). (Refer Disclaimer below)
Pursuant to CIC registration, the provisions of section 45-IA (1)(b) of the Act and provisions of paragraphs 15, 16 and
24 of the Systemically Important Non-Banking financial (Non-Deposit Accepting or Holding) Companies Prudential
Norms (Reserve Bank) Directions, 2015 (“NBFC Directions 2015”) issued vide Notification No. DNBR. 009/ CGM
(CDS) -2015 dated March 27, 2015 not apply to the company, subject to the conditions specified in the CIC Directions.
More than 90% of its total assets are invested in long term investments in group companies.
RBI Disclaimer:
(a) Reserve Bank of India does not accept any responsibility or guarantee about the present position as to the financial
soundness of the company or for the correctness of any of the statements or representations made or opinions expressed by
the company and for discharge of liability by the company.
(b) Neither is there any provision in law to keep, nor does the company keep any part of the deposits with the Reserve
Bank and by issuing the Certificate of Registration to the Company, the Reserve Bank neither accepts any responsibility nor
guarantee for the payment of the public funds to any person/body corporate.
II PRINCIPLES OF CONSOLIDATION
A. The Consolidated Financial Statements relate to the Company and all of its subsidiary companies incorporated in and
outside India and the companies controlled, that is, the companies over which the Company exercises control/ joint
control over ownership and voting power and the associates and joint ventures (hereinafter collectively referred to as
the “Group”). The Consolidated Financial Statements have been prepared on the following bases.
(i) The financial statements of the Company and its subsidiaries are consolidated on a line-by-line basis, by adding
together the book values of like items of assets, liabilities, incomes and expenses after as far as possible eliminating
intra group balances and intra group transactions resulting in unrealised profits or losses in accordance with the
Accounting Standard (“AS”) 21 “Consolidated Financial Statements” as referred to in the Companies (Accounting
Standards) Rules, 2006 (“Accounting Standard Rules”).
(ii) In case of the foreign subsidiaries and companies controlled by the Company, revenue is consolidated at the
average exchange rate prevailing during the period / year. All monetary assets and liabilities are converted at the
exchange rate prevailing at the end of the period / year. While, non monetary assets and liabilities are recorded at
the exchange rate prevailing on the date of the transaction or closing rate, as applicable. Any exchange difference
arising on consolidation of integral foreign operations and non integral foreign operations is recognised in the
Statement of Profit and Loss and Foreign Currency Translation Reserve respectively in compliance with AS-
11.
(iii) Investments in subsidiaries are eliminated and differences between the cost of investments over the net assets on
the date of investments or on the date of the financial statements immediately preceding the date of investments
in subsidiaries are recognised as Goodwill or Capital Reserve, as the case may be.

(iv) Minority Interest’s share of net profit or loss of subsidiaries for the period / year is identified and adjusted against
the income of the Group in order to arrive at the net income attributable to the Equity Shareholders of the Company.
(v) Minority Interest’s share of net assets of consolidated subsidiaries is identified and presented in the Consolidated
Balance Sheet as a separate item from liabilities and the Shareholders’ Equity.
(vi) Investments in associates are accounted for using equity method in accordance with AS - 23 “Accounting for
Investments in Associates in Consolidated Financial Statements” as referred to in the Accounting Standard Rules.
The difference between the cost of investment in the associates and the share of net assets, at the time of
acquisition of shares in the associates, is identified in the financial statements as Goodwill or Capital Reserve, as
the case may be.
(vii) Interest in a jointly controlled entity is reported using proportionate consolidation.
(viii) As far as possible, the Consolidated Financial Statements are prepared using uniform Accounting Policies for like
transactions and other events in similar circumstances and are presented in the same manner as the standalone
financial statements of the Company.
B. Investments in subsidiaries not considered in consolidation are accounted as per AS - 13 “Accounting for Investments”
as referred to in the Accounting Standard Rules.
C. Minority Interest includes in respect of:
(a)
Equity Share Capital
(1) Capital Contribution.

(2) Share of Reserves.
(3) Share of profit / loss for the period / year.
(b)
Preference Share Capital
(b1)
Redeemable Preference Share Capital
(1) Capital Contribution.

(2) Redemption Premium payable, if any, out of security premium to the extent premium on issuance of such
shares.
(3) Share in dividend in current profit similar to equity shares as per terms of issue, as applicable.
(4) Coupon rate, as applicable.
(b2)
Compulsory Convertible Preference Share Capital “(CCPSC)” $

(1)
Capital Contribution.
(2) Share in dividend in current profit similar to equity shares as per terms of issue, as applicable.
(3) Coupon rate, as applicable.
$
CCPSC are not considered for share in reserves till the conversion in to equity shares.
D. Premium paid on redemption of Non-Convertible Preference Shares by a subsidiary in excess of premium received on
issuance of same shares has been adjusted with the ‘Consolidated Surplus’ of the Company.

E. The Subsidiaries, Joint Venture and Associate considered in the Consolidated Financial Statements are as under:
Proportion of Proportion of Country of Status

Ownership Ownership Incorporation
Name of the Entity Interest Interest
March 31, 2015 March 31, 2014
(a) Subsidiaries / Sub-Subsidiaries

Religare Finvest Limited 99.999% 99.999% India Consolidating
Religare Securities Limited 100.00% 100.00% India Consolidating
Religare Commodities Limited (subsidiary of
100.00% 100.00% India Consolidating
Religare Securities Limited)
Religare Housing Development Finance
Corporation Limited (subsidiary of Religare 87.50% 87.50% India Consolidating
Finvest Limited)
Religare Health Insurance Company Limited 90.00% 90.00% India Consolidating
Religare Venture Capital Limited (subsidiary of
RGAM Investment Advisers Private Limited)
REL Infrafacilities Limited 100.00% 100.00% India Consolidating
Religare Portfolio Managers and Advisors
Private Limited (subsidiary of RGAM 100.00% 100.00% India Consolidating
Investment Advisers Private Limited)
Religare Arts Initiative Limited 75.00% 75.00% India Consolidating
Religare Finance Limited 100.00% 100.00% India Consolidating
Religare Comtrade Limited (formerly known
as Religare Bullion Limited) (subsidiary of 100.00% 100.00% India Consolidating
Religare Commodities Limited)
Religare Arts Investment Management Limited
(subsidiary of RGAM Investment Advisers 100.00% 100.00% India Consolidating
Private Limited)
Religare Invesco Asset Management Company
Private Limited (subsidiary of the Company
through Religare Securities Limited to extant 51.00% 51.00% India Consolidating
of 45.31% and RGAM Investment Advisers
Private Limited to extant of 5.69%.)^
Religare Invesco Trustee Company Private
Limited (subsidiary of Religare Securities 51.00% 51.00% India Consolidating
Limited)
Religare Advisory Services Limited (subsidiary
of Religare Venture Capital Limited up to - 100.00% India Consolidating
March 27, 2015)
Religare Share Brokers Limited (subsidiary of
Religare Securities Limited)
RGAM Investment Advisers Private Limited 100.00% 100.00% India Consolidating
Religare Global Asset Management Inc., USA
(subsidiary of RGAM Investment Advisers 100.00% 100.00% USA Consolidating
Private Limited)
Northgate Capital L.L.C. (subsidiary of Religare
81.95% 70.00% USA Consolidating
Global Asset Management Inc.)
Northgate Capital LP (subsidiary of Religare

Proportion of Proportion of
Country of
Ownership Ownership Status
Name of the Entity Incorporation
Interest Interest
March 31, 2015 March 31, 2014
Northgate Capital Asia Limited (subsidiary of
81.95% 70.00% HK Consolidating
Northgate Capital, L.L.C.)
Northgate Mexico Capital S de RL de CV
(formerly known as NGEM Mexico S. De R.L.
81.95% 70.00% Mexico Consolidating
de C.V. ) (subsidiary of Northgate Capital,
L.L.C.)
Landmark Partners LLC (subsidiary of Religare
Landmark Realty Advisors LLC (subsidiary of
Landmark Partners LLC)
Landmark Equity Advisors LLC (subsidiary of
LMK services Inc. (subsidiary of Landmark
Partners LLC)
Millpond Associates LLC (subsidiary of
Religare Commodity Broking Private Limited 100.00% 100.00% India Consolidating
Religare Capital Markets (India) Limited 100.00% 100.00% India Consolidating
Northgate Capital Asia (India) Limited
(subsidiary of Religare Securities Limited)
Religare Investment Advisors Limited
Religare Health Trust Trustee Manager Pte.
Limited (subsidiary of RGAM Investment 100.00% 100.00% Singapore Consolidating
Advisers Private Limited)
Religare Wealth Management Limited
(subsidiary of Religare Securities Limited w.e.f. 100.00% 100.00% India Consolidating
November 27, 2013)
Religare Credit Advisors LLP (have two
partners viz., RGAM Investment Advisers
Private Limited (96%) and Religare Venture
Capital Limited (1%))
Argil Advisors LLP (formerly known as Cerestra
Capital Advisors LLP) (have two partners
viz., RGAM Investment Advisers Private 100.00% 100.00% India Consolidating
Limited(99%) and Religare Venture Capital
Limited (1%))
Religare Heal Fund Advisers LLP (have two
Private Limited(99%) and Religare Venture
Capital Limited (1%))
(b) Joint Ventures
AEGON Religare Life Insurance Company
Limited
IBOF Investment Management Private Limited
(formarly known as Quadria Investment
Management Private Limited) (Joint Venture of
Religare Venture Capital Limited)

Proportion of Proportion of
Country of
Ownership Ownership Status
Name of the Entity Incorporation
Interest Interest
March 31, 2015 March 31, 2014
(c) Associates
Investment Professionals Limited (associate of
40.00% 40.00% Mauritius Consolidating
Religare Global Asset Management Inc.)
Valuequest Capital LLP (associate of RGAM
YourNest Capital Advisors Private Limited
(associate of RGAM Investment Advisers 26.00% - India Consolidating
Private Limited w.e.f. January 2, 2015)
^
During the year ended March 31, 2015 Religare Securities Limited (“RSL”) has renounced its right to subscribe equity shares
of Religare Invesco Asset Management Company Private Limited (“RIAMC”), offered on rights basis by RIAMC, in favor of
RGAM Investment Advisers Private Limited (“RGAM India”). RGAM India accepted the renounciation and has invested in
these shares. As a result of this, RSL’s stake in RIAMC has been reduced to 45.31% from 51% and RIAMC has ceased to be
subsidiary of RSL w.e.f. May 26, 2014.
As both, RSL and RGAM India, are the wholly owned subsidiaries of the Company, RIAMC continues to be a controlled entity
and considered as a subsidiary of the Company.
All the companies annotated as “Consolidating” in the above list are included in the consolidated financial statements.
Due to severe long term restrictions imposed on Religare Capital Markets Limited (“RCML”), pursuant to the terms of the
tripartite agreement between the Company, RCML and RHC Holding Private Limited the financial statements of RCML and its
subsidiaries, listed below, have been excluded from the consolidated financial statements of the 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 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’.
Proportion of Proportion of Ownership Country of

Name of the Entity Ownership Interest Interest Incorporation
March 31, 2015 March 31, 2014
Religare Capital Markets Limited 100.00% 100.00% India
Religare Capital Markets International 100.00% 100.00% Mauritius
(Mauritius) Limited
Religare Capital Markets International(UK) 100.00% 100.00% United Kingdom
Limited **
Religare Capital Markets Corporate Finance 100.00% 100.00% Singapore
Pte. Limited **
Religare Capital Markets (Europe) Limited ** 100.00% 100.00% United Kingdom
Religare Capital Markets (UK) Limited* 100.00% 100.00% United Kingdom
Charterpace Limited*@ 39.00% 39.00% United Kingdom
Religare Capital Markets Inc.** 100.00% 100.00% USA
Tobler (Mauritius) Limited* 100.00% 100.00% Mauritius
Tobler UK Limited* 100.00% 100.00% United Kingdom
Religare Investment Holdings (UK) Limited** 100.00% 100.00% United Kingdom
Kyte Management Limited(KML) ** 100.00% 100.00% BVI
Religare Capital Markets (Hong Kong) 100.00% 100.00% Hong Kong
Limited** (subsidiary of Kyte Management
Limited)
Religare Capital Markets (Beijing) Limited** - 100.00% China
(subsidiary of Religare Capital Markets (Hong
Kong) Limited)

Proportion of Proportion of Ownership Country of

Name of the Entity Ownership Interest Interest Incorporation
March 31, 2015 March 31, 2014
Religare Capital Markets (Singapore) Pte. 100.00% 100.00% Singapore
Limited** (subsidiary of Religare Capital
Markets (Hong Kong) Limited)
Bartleet Religare Securities (Private) Limited@ 50.00% 50.00% Sri Lanka
**( formerly known as Bartleet Mallory Stock
Brokers (Pvt) Limited)
Bartleet Asset Management (Private ) 50.00% 50.00% Sri Lanka
Limited@ **(subsidiary of Bartleet Religare
Securities (Private) Limited)
Strategic Research Limited@ ** (subsidiary of 50.00% 50.00% Sri Lanka
Bartleet Religare Securities (Private) Limited)
Religare Bartleet Capital Markets (Private) 50.00% 50.00% Sri Lanka
Limited ** (subsidiary of Bartleet Religare
Securities (Private) Limited)
Joint Ventures and Subsidiaries of Joint
Ventures
Milestone Religare Capital Management 50.00% 50.00% Mauritius
Limited*
India Buildout Fund II Limited (subsidiary 50.00% 50.00% Mauritius
of Milestone Religare Capital Management
Limited)
Associates
NCM Limited (under Religare Capital Markets - 30.00% Jersy
International (Mauritius) Limited w.e.f 30
August 2013)
Noah Capital Markets (Pty) Limited@@ 24.95% 30.00% South Africa
(formerly known as Religare Noah Capital
Markets (Pty) Limited)
Noah Nominees (Pty) Limited@@@ 24.95% 30.00% South Africa
Noah Capital Markets (EMEA) Limited - 30.00% United Kingdom
(formerly known as Religare Capital Markets
(EMEA) Limited)
Religare Capital Markets (Pty) Limited - 30.00% South Africa
*Subsidiary / Sub-subsidiary of Religare Capital Markets (Europe) Limited.

**Subsidiary / Sub-subsidiary of Religare Capital Markets International (Mauritius) Limited.
@
Board controlled subsidiary.
@@
Religare Capital Markets International (Mauritius) Limited (“RCMIML”) holds 24.95% w.e.f. March 01, 2015
@@@
Noah Capital Markets (Pty) Limited is holding 100% stake in this Company.
During the year ended March 31, 2014 Religare Finvest Limited (“RFL”), a subsidiary of the Company acquired 70% shares of
the following domestic companies in satisfaction of debts:
• Cheryl Advisory Private Limited
• Empower Expertise Private Limited
• Big Vision Consultants Private Limited
During the year ended March 31, 2014 RFL has sold entire stake in ‘Cheryl Advisory Private Limited.
RFL is a Non-Banking Financial Company dealing in small and medium enterprises financing and retail capital market
financing. Settlement of loans with delinquent customers is a normal feature of the company’s business operations.
During the previous year RFL has entered into a settlement agreement with one of its customers on the overdue loan and
interest. As per the settlement agreement, RFL got 70% equity share capital of the aforesaid companies towards full and final
settlement of the outstanding loan and interest amount. RFL simultaneously entered into an agreement to sell these share in
the near future.

Though these companies have become subsidiaries of RFL, are not considered for consolidated financial statements of the
Company as the shares so acquired are intended to be disposed of in the near future and control is temporary in nature, which
is in accordance with the Accounting Standard (“AS”) 21 “Consolidated Financial Statements” as referred to in the Accounting
Standard Rules.
2 SIGNIFICANT ACCOUNTING POLICIES
A. BASIS OF ACCOUNTING
The financial statements are prepared with generally accepted accounting principles in India under the historical cost
convention on an accrual basis. Pursuant to section 133 of the Companies Act, 2013 read with Rule 7 of the Companies
(Accounts) Rules, 2014, till the standards of accounting or any addendum thereto are prescribed by Central Government
in consultation and recommendation of the National Financial Reporting Authority, the existing Accounting Standards
notified under the Companies Act, 1956 shall continue to apply. Consequently, these financial statements have been
prepared to comply all material aspects with the accounting standards notified under Section 211 (3C) [Companies
(Accounting Standards) Rules, 2006, as amended] and other relevant provisions of the Companies Act, 2013 and
NBFC Directions 2015 as amended.
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 III to the Act read with RBI Directions as aforesaid. 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 group has ascertained its operating cycle as 12 months for the purpose of current – non current
classification of assets and liabilities.
B. USE OF ESTIMATES
The presentation of Financial Statements require estimates and assumptions to be made that affect the reported
amount of assets and liabilities on the date of Financial Statements and the reported amount of revenue and expenses
during the reporting year. Difference between the actual results and estimates are recognized in the year in which
results are known / materialized.
C. REVENUE RECOGNITION
(i) Revenue from broking activities is accounted for on the trade date of transaction.
(ii) Interest income from financing activities, deposits, commission and brokerage are recognized on an accrual
basis except for interest on Non Performing Assets (NPAs) that are recognized on realization, as per the NBFC
Directions 2015.
(iii) Income from Financial and Investment Advisory and Consultancy Fees are recognised based on the stage of
completion of assignments as per terms/agreement with the clients.
(iv) Issue management and placement fees, underwriting commission, portfolio management fees and financial/
investment advisory fees are accrued based on terms of the relevant agreements.
(v) Dividend from investments is accounted for as income when the right to receive dividend is established.
(vi) Depository Income is accounted for on accrual basis.
(vii) In case of mutual fund business , Investment management fees are recognised net of service tax on an accrual
basis as a percentage of the daily net assets of the mutual fund schemes (excluding investments made by the
Company in the mutual fund schemes), such that it does not exceed the rates prescribed by the Securities and
Exchange Board of India (“SEBI”) (Mutual Fund) Regulations, 1996 and any further amendments (the ‘Regulations’)
or offer document of the respective scheme.
(viii) Rental cost and sublease income in respect of assets under lease management are recognized on an accrual
basis as per terms of agreements.
(ix) Income from Trading of Bullion/Agri Commodities is recognized on the trade date.
(x) Income from Arbitrage and trading in securities and derivatives comprises of profit / loss on sale of securities /
commodities held as stock -in -trade and profit / loss on equity / commodity derivative instruments. Profit / loss
on sale of securities / commodities are determined on FIFO basis. Profit/ loss on equity / commodity derivative
transactions is accounted for on the following basis:-

Equity Index / Stock and Commodity – derivatives

(a) “Initial margin” representing initial margin paid, and “Margin Deposits”, represents additional margin over and
above initial margin, for entering into contracts for equity index / stock futures, which are released on final
settlement / squaring-up of underlying contracts, are disclosed as short term loans and advances.
(b) Equity index / stock futures are Mark – to – Market on a daily basis. Debit or credit balance disclosed under
short term loans and advances or current liabilities, respectively. The “Mark – to – Market Margin – Equity
Index / Stock Futures Account” , represents the net amount paid or received on the basis of movement in the
prices of index / stock futures till the balance sheet date.
(c) As on the balance sheet date, profit / loss on open positions in index / stock and Commodity futures are
accounted for as follows:
i. Credit balance in the “Mark-to-Market Margin – Equity Index / Stock and Commodity Futures Account”,
being anticipated profit, is ignored and no credit for the same is taken in the Statement of Consolidated
Profit and Loss.
ii. Debit balance in the “Mark-to-Market Margin – Equity Index / Stock and Commodity Futures Account”,
being anticipated loss is adjusted in the Statement of Consolidated Profit and Loss.
(d) On final settlement or squaring-up of contracts for equity index / stock and commodity futures, the profit or
loss is calculated as the difference between settlement / squaring-up price and contract price. Accordingly,
debit or credit balance pertaining to the settled / squared-up contract in “Mark-to-Market Margin – Equity
Index / Stock and Commodity Futures Account” is recognized in the Statement of Consolidated Profit and
Loss. When more than one contract in respect of the relevant series of equity index futures contract to which
the squared-up contract pertains is outstanding at the time of the squaring-up of the contract, the contract
price of the contract so squared-up is determined using weighted average method for calculating profit / loss
on squaring-up.
(xi) In respect of Life Insurance JV
a. Premium receipts in case of Life Insurance business (net of service tax) is recognized as income when due
from policyholders. Premium on lapsed contracts are recognized on receipt basis.
For linked business, premium income is recognised when the associated units are allotted and Income from
Linked fund which includes Fund management charges, annual administration charges, mortality charge, etc.
is recovered from the linked funds in accordance with terms and conditions of the policy and is accounted on
the accrual basis.
Premium ceded on reinsurance is accounted in accordance with the terms of the treaty.
b. Net income from material risk less principal dealing is recognised on the trade date.
c. Accretion of discount and amortisation of premium in respect of debt securities is effected over the period of
maturity/holding on constant yield–to-maturity for other than linked business and on straight line for linked
business.
d. Realised gains and losses in respect of equity securities and units of mutual funds are calculated as the
difference between the net sales proceeds and their cost, which is computed on a weighted average basis.
Realised gain/loss on debt securities for linked business is the difference between the net sale proceeds
and the book value, which is computed on weighted average basis, as on the date of sale. Realised gains
and losses in respect of debt securities for other than linked business is the difference between net sales
proceeds or redemption proceeds and amortised cost, which is computed on a weighted average basis, as
on the date of sale.
(xii) Processing fees and other charges are recognized upon receipt of the fees.
(xiii) Interest on bonds are accounted for on accrual basis.
(xiv) Income from client referral services are recognised on accrual basis as per the terms of agreement/ confirmations
by clients.
(xv) Interest income on fixed deposits are recognized on a time proportion basis taking into account the amount
outstanding and the applicable interest rate.

(xvi) Income from Trading in Derivative Transactions is recognized on accrual basis.
(xvii) Profit/Loss earned on sale of Investments is recognised on trade date basis, net of expenses. The cost of
investments is computed based on weighted average basis.
(xviii) Interest on delayed Payment is recognised on a time proportion basis taking into account the amount outstanding
and the rate applicable, where there is no uncertainty regarding the realisation.
(xxi) Revenue from E-Governance Services is recognised on accrual basis.
(xx) Revenue excludes service tax , Value Added Tax (VAT) and Securities Transaction Tax (STT), as applicable.
(xxi) In respect of Health Insurance Subsidiary
a. Premium earned including reinstatement premium is recognized as income over the contract period or period
of risk based on 1/365 method whichever is appropriate, on a gross basis net of service tax. Any subsequent
revision to premium as and when they occur are recognized over the remaining period of risk or contract
period, as applicable.
Adjustments to premium income arising on cancellation of policies are recognized in the period in which it is
cancelled.
b. Commission on reinsurance ceded is adjusted/net off from commission expense in the period of ceding the
risk.
Profit Commission under reinsurance treaties, wherever applicable, is recognized as income in the year of
final determination of profits and combined with commission on reinsurance ceded.
c. Interest income on investments is recognized on accrual basis. Accretion of discount and amortization of
premium relating to debt securities is recognized over the holding/maturity period on a straight-line basis.
Realized gain/loss on securities, which is the difference between the sale consideration and the carrying
value in the books of the Company, is recognized on the trade date. In determining the realized gain/loss,
cost of securities is arrived at on ‘Weighted average cost’ basis. Further, in case of mutual funds, the profit or
loss on sale also includes the accumulated changes in the fair value previously recognized in the fair value
change account. Sale consideration for the purpose of realized gain/loss is net of brokerage and taxes, if any,
and excludes interest received on sale.
(xxii) Insurance agency income on first year premium of insurance policies is recognised, when an insurance policy
sold is accepted by the principal insurance company. Renewal commission on policy is accounted for on receipt
on renewal premium by the principal insurance company.
(xxiii) Fees on real estate client referral is recognised based on the milestone as agreed with the principal brokers.
(xxiv) Brokerage from Mutual fund distribution activity is recognized on accrual basis.
(xxv) Income from securitisation / assignment transactions is recognized on accrual basis.
(xxvi) For ‘Bill and Hold’ transactions, the buyer takes the title, risk and rewards of commodities on the date of billing,
however, the delivery of the commodities is made at the request of the buyer on later date. Revenue in respect
of Bill & Hold transaction is recognized by the Company when the buyer takes the title, risk and rewards of the
commodities.
D. COMMERCIAL PAPER
In respect of commercial paper issued by Subsidiaries, the difference between the redemption value and acquisition
cost of Commercial Paper is amortized over the tenure of the instrument. The liability as at the Balance Sheet date in
respect of such instruments is recognized at face value net of unamortized discount.

E. TANGIBLE ASSETS
Tangible Assets are stated at acquisition cost, net of accumulated depreciation and accumulated impairment losses.
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. Subsequent expenditures related to an item of tangible
assets are added to its book value only if they increase the future benefits from the existing asset beyond its previously
assessed standard of performance. Losses arising from the retirement of, and gains or losses arising from disposal of
tangible assets which are carried at cost are recognised in the Statement of Profit and Loss.
F. INTANGIBLE ASSETS
Intangible Assets are recognized only if it is probable that the future economic benefits that are attributable to assets
will flow to the enterprise and the cost of the assets can be measured reliably. Intangible assets are recorded at cost
and carried at cost less accumulated depreciation and accumulated impairment losses, if any.
Intangible assets are amortised on a straight line basis over their estimated useful lives. The amortisation period and
the amortization method are reviewed at least at each financial year end. If the expected useful life of the asset is
significantly different from previous estimates, the amortization period is changed accordingly.
Gains or losses arising from the retirement or disposal of an intangible asset are determined as the difference
between the net disposal proceeds and the carrying amount of the asset and recognized as income or expense in the
Statement of Profit and Loss.
Computer software which is not an integral part of the related hardware is classified as an intangible asset and is being
amortized over the estimated useful life.
Goodwill on consolidation and acquired on amalgamation / acquisition of business is tested for impairment on the
balance sheet date and impairment loss if any, is recognised in the statement of profit and loss.
G. LEASES
(i) Assets acquired under Leases where a significant portion of the risks and rewards of the ownership are retained
by the lessor are classified as Operating Leases. The rentals and all the other expenses of assets under operating
lease for the period are treated as revenue expenditure.
(ii) Assets subject to on operating leases are included in fixed assets. Lease income is recognized in the Statement of
consolidated 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 Consolidated Profit and Loss. Initial direct cost
such as legal costs, brokerages etc. are charged to Statement of Consolidated Profit and Loss as incurred.
(iii) Assets acquired on Finance Lease are recognised in fixed assets, at the inception of the lease at the
lower of the fair value of the leased assets and the present value of the minimum lease payments.
Each lease payment is apportioned between the finance charge and the reduction of the outstanding liability.
The outstanding liability is included in Other Long Term Liabilities/Other Current Liabilities. The finance charge is
charged to the statement of profit and loss over the lease period.
H. DEPRECIATION / AMORTISATION
Immovable assets at the leased premises including civil works, electrical items are capitalized as leasehold improvements
and are amortized over the primary period of lease subject to maximum of six years.
Depreciable amount for assets is the cost of an asset, or other amount substituted for cost, less its estimated residual value.
Depreciation on tangible fixed assets has been provided on the straight-line method as per the useful life prescribed
in Schedule II to the Companies Act, 2013 or the rates based on the useful life of the asset as estimated by the
Management taking into account the nature of the asset, the estimated usage of the asset, the operating conditions of
the asset, past history of replacement, anticipated technological changes, manufacturers warranties and maintenance
support, etc.
Depreciation is provided for on a pro-rata basis on the assets acquired, sold or disposed off during the year.

Asset Description Useful life and rates specified in Useful life and rates considered by
Schedule II of Companies Act-2013 the Company on or after April 1,
application on or after April 1, 2014 2014
Useful Life of Depreciation Useful Life Depreciation Rate
Asset ( In year) Rate (%) of Asset ( In (%)
year)
Office Equipment's^ 5 20% 2 to 5 20% to 50%
Server and Networks 6 16.67% 5 to 6 16.67% to 20%
Laptop, Desktop etc. 3 33.33% 3 33.33%
Electrical Installation & Equipment's 10 10% 5 to 10 10% to 20%
Furniture and Fixtures 10 10% 5 to 10 10% to 20%

Car 8 12.50% 3 to 8 12.5% to 33.33%
Bike 10 10% 10 10%
^ Black Berry and Mobile Phones are depreciated @ 50% p.a.
Assets acquired under finance lease are depreciated over the lease term.
Individual assets costing up to `5,000 are fully depreciated in the year of acquisition.
Depreciation rate considered till Financial Year 2013-14
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 of product quality, previous year, the Company has decided to apply the
revised life and rate of depreciation to all assets purchased and put to use on or after October 01, 2011. Rates of depreciation
are as below:
Assets Description Depreciation Rate (%) (Put Depreciation Rate (%) (Put Depreciation Rate (%) (As
to use upto to use on or after per Schedule XIV of the
September 30, 2011) October 01, 2011 Companies Act, 1956)
Computers 16.21% Between 16.21% to 50% 16.21%
Office Equipment's* Between 10% to 20% Between 10% to 33.33% 4.75%
Furniture's and Fixtures 6.33% 20% 6.33%
Vehicles 9.50% 16% 9.50%
Buildings 1.63% 1.63% 1.63%
Intangible Assets -
16.21% 16.21% 16.21%
Software's**
* Blackberry and Mobile Phones are depreciated at 50% p.a.
** Intangible assets - Software are amortized as per license term subject to maximum of 6.17 years.
Assets acquired under finance lease are depreciated over the lease term.
Individual assets costing up to `5,000 are fully depreciated in the year of acquisition.
I. INVESTMENTS
Investments are classified into long term investments and current investments. Investments which are by nature readily
realisable and intended to be held for not more than one year from the date of investments are current investments and
Investments other than current investments are long term 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/ market value.
In case of mutual funds, the net asset value of the units declared by the Mutual Funds is considered as the fair
value.

In respect of Life Insurance JV

Investments are made in accordance with the Insurance Act, 1938, the Insurance Regulatory and Development Authority
(Investment) Regulations, 2000, (‘IRDA Investment Regulations’) as amended and circulars/notifications issued by IRDA from
time to time.
Investments are recorded on the trade date at cost, which includes brokerage and taxes, if any and excludes interest paid, if
any, on purchase.
(i)
Classification
Investments maturing within twelve months or intended to be held for a period of less than twelve months from
the Balance Sheet date are classified as Current Investments. Investments other than Current Investments are
classified as Long Term Investments.
(ii) Valuation – Shareholders’ investments and Non-Linked Policyholders’ investments
All debt securities are considered as “held to maturity” and are stated at historical cost subject to amortization
of premium or accretion of discount over the period of maturity / holding on a constant yield to maturity basis.
Investments in mutual funds are stated at the net asset value (NAV) declared by the respective funds as at the
Balance Sheet date. Listed equity securities are measured at fair value on the Balance Sheet date. For the
purpose of determining fair value, the last quoted closing prices on the NSE, and in case the same is not available,
then on BSE is considered. Unlisted equity securities, if any, are measured at historical cost.
In respect of investments in equity shares and mutual funds, the corresponding unrealized investment gains
or losses are reported in the Balance Sheet under “Fair Value Change Account”. In case of diminution, other
than temporary, in the market value of investments as on the Balance Sheet date, the amount of diminution is
recognized as an expense in the Revenue/ Statement of Consolidated Profit and Loss as the case may be.
(iii) Valuation – Linked Business (Assets held to cover linked liabilities)
Government securities are valued at prices obtained from Credit Rating Information Services of India Ltd. (CRISIL).
Debt securities, other than Government securities, are valued on the basis of CRISIL Bond Valuer. Money market
instruments are valued at Net amortized Cost. Fixed deposit, money at call and short notice are valued at cost.
Listed equity securities are measured at fair value on the Balance Sheet date. For the purpose of determining
fair value, the last quoted closing prices on the NSE, and in case the same is not available, then on BSE is
considered.
Unrealized gains and losses arising due to changes in fair value are attributed to unit holders and are recognized
in the Revenue Account of the fund. Investments in mutual funds are stated at previous day’s net asset value
(NAV) declared by the respective funds
(iv) Transfer of Investments
Any transfer of investments from Shareholder’s Account to Policyholder’s Account / Linked Funds is carried out
at lower of book value (amortized cost) and market value. In case of debt securities, all transfers are carried out
at the net amortized cost. Inter fund transfer of investments between Linked funds is done at market value on the
date of transfer.
In respect of Health Insurance Subsidiary
Investments are made in accordance with the Insurance Act, 1938 and Insurance Regulatory and Development Authority
(Investment) Regulations, 2000, as amended from time to time.
Investments are recorded at cost on trade date and include brokerage, transfer charges, stamps etc., if any, and exclude
interest accrued up to the date of purchase.
(i) Classification
Investments maturing within twelve months from Balance Sheet date and Investments made with the specific
intention to dispose off within twelve months are classified as ‘short term investments’. Investments other than
‘short term investments’ are classified as ‘long term investments’.

(ii) Valuation
All non – convertible preference shares and debt securities including government securities are considered as
‘held to maturity’ and accordingly stated at amortised cost determined after amortisation of premium or accretion
of discount on a straight line basis over the holding/maturity period.
Mutual fund investments are stated at fair value, being the closing net asset value at Balance Sheet date.
In accordance with the Regulations, unrealized gain/loss arising due to changes in fair value of listed equity shares
and mutual fund investments are taken to the ‘fair value change account’. This balance in the fair value change
account is not available for distribution, pending realization. Investments other than mentioned above are valued
at cost.
(iii) Impairment of Investments
The Company assesses at each Balance Sheet date whether there is any indication of assets being impaired.
If any such indication exists, the carrying value of such investment is reduced to its recoverable amount and the
impairment loss is recognized in t he profit and loss account. If at the Balance Sheet date there is any indication
that a previously assessed impairment loss no longer exists, then such loss is reversed and the investment is
restated to that extent.
J. FOREIGN CURRENCY TRANSACTIONS
(i) Transactions in foreign currencies are recorded at the rate of exchange in force at the time of occurrence of
the transactions.
(ii) Exchange differences arising on settlement of revenue transactions are recognized in the Statement of
Consolidated Profit and Loss.
(iii) Monetary items denominated in a foreign currency are restated using the exchange rates prevailing at the
date of the Balance Sheet and the resulting net exchange difference is recognized in the Statement of
Consolidated Profit and Loss.
(iv) Exchange differences relating to monetary items that are in substance forming part of the Company’s net
investment in no integral foreign operations are accumulated in Foreign Exchange Fluctuation Reserve
Account.
(v) Premium or discount on forward contracts entered for the purpose of hedging is amortised over the life of
such contracts and is recognised as income or expense. Exchange difference on such forward exchange rate
contracts outstanding as at year end is recognised in the Statement of Consolidated Profit and Loss.
(vi) Cross Currency Swap Contact entered into for the purpose of hedging and booked with the objective of
managing the currency and interest rate risk on foreign currency liabilities are recorded at the spot rate at
which the contract was entered and is accounted for as a forward contract. The foreign currency balances
on account of principal value of cross currency swap outstanding as at Balance Sheet are revalued using the
closing rate and resulting net loss or gain is charged to Statement of Profit and Loss.
K. EMPLOYEE BENEFITS
(i) Contribution towards provident fund for all employees is made to regulatory authorities, where the Company
has no further obligations. Such benefits are classified as Defined Contribution Scheme as the Company
does not carry any further obligations, apart from the contributions made on monthly basis which are charged
to the Consolidated Statement of Profit and Loss as incurred.
(ii) Gratuity liability is a defined obligation. The Company pays gratuity to employees who retire or resign after a
minimum period of five years of continuous service. The certain group companies make annual contributions
to gratuity funds being administered by the Trusts. Under this scheme, the settlement obligations remain
with the companies. The plan provides for settlement for gratuity to eligible employee as per the terms of
the scheme. Liability in respect of gratuity fund is accrued based on actuarial valuation conducted by an
independent actuary using the Projected Unit Credit Method as at the Balance Sheet date.

(iii) The employees of the Company are entitled to compensate/ to be compensated absences and leave
encashment as per the policy of the Company, the liability in respect of which is provided, based on an
actuarial valuation as at the Balance Sheet date.
(iv) Certain group companies sponsor defined contribution plan covering all employees of which they may elect
to contribute a portion of their compensation to. In addition to maintain “safe harbor” status, the company
may make a special safe harbor contribution. If the safe harbor contribution is made, it will be at least 3%
of employee compensation. Contributions made by the Company are determined annually by the managing
members.
(v) Actuarial gains and losses comprise experience adjustments and the effects of changes in actuarial
assumptions and are recognized immediately in the consolidated statement of profit and loss as income or
expense.
(vi) 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.
(vii) Stock options granted to eligible employees under the relevant Stock Option Schemes are accounted
for at intrinsic value as per the accounting treatment prescribed by the Employee Stock Option Scheme
and Employee Stock Purchase Scheme Guidelines 1999 “ESOP Guideline” issued by the (Securities and
Exchange Board of India). Accordingly, the excess of average market price, determined as per ESOP
Guidelines of the underlying equity shares (market value) over the exercise price of the options is recognized
as deferred stock option expense and is charged to statement of profit and loss on a straight line basis over
the vesting period of the options. The amortised portion of the cost is shown under reserves and surplus.
L. TAXES ON INCOME
(i) Current tax is determined based on the amount of tax payable in respect of taxable income for the period /
year.
(ii) Provision for taxation for the period / year is ascertained on the basis of assessable profits computed in
accordance with the provisions of the Income Tax Act, 1961.
(iii) Current tax assets and liabilities are offset when there is a legally enforceable right to set off the recognised
amount and there is intention to settle the assets and the liabilities on a net basis.
(iv) Deferred tax is recognized, subject to the consideration of prudence in respect of deferred tax asset, on
timing differences, being the difference between taxable incomes and accounting income that originate in one
period and are capable of reversal in one or more subsequent periods.
(v) Deferred tax assets and liabilities are measured using the tax rates and tax laws that have been enacted or
substantively enacted by the Balance Sheet date. At each Balance Sheet date, the Company re-assesses
unrecognised deferred tax assets, if any.
(vi) Deferred tax assets and liabilities are offset when there is a legally enforceable rights to set off assets against
liabilities representing the current tax and where the deferred tax and liabilities relate to taxes on income
levied by the same governing taxation laws. Deferred Tax Assets are recognised and carried forward only to
the extent that there is a reasonable certainty that sufficient future taxable income will be available against
which such deferred tax assets can be realised.
(vii) 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.

M. PROVISIONS AND CONTINGENT LIABILITIES

(i) 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 disclosed when there is a possible obligation arising from past events, the existence of which
will be confirmed only by the occurrence or non occurrence of one or more uncertain future events not wholly
within the control of the company or a present obligation that arises from past events where it is either not
probable that an outflow of resources will be required to settle or a reliable estimate of the amount cannot be
made. Contingent assets are neither recognized nor disclosed in the financial statements.
(ii) In respect of Non - Banking finance Companies and Housing Finance Companies in the group provision for
Non-Performing Assets except SME and Commercial lending and Contingent Provision against Standard
Assets is in line with the Prudential Norms prescribed by Reserve Bank of India and National Housing Bank.
The management has framed a more prudent policy by proactively adopting the recognition of NPAs for SME
lending at 90+ Days Past Due (‘DPD’).
(iii) General Provisions on Standard Assets are maintained at a percentage approved in the Loan Loss
Provisioning Policy issued as an addendum to the NPA Provisioning Policy.
(iv) Non - Banking finance Companies (“NBFCs”) in the group maintain Contingent Provisions on Standard
Assets pursuant to the RBI Circular No. RBI/2010-11/370/DNBS.PD.CC No. 207 / 03.02.002/2010-11 dated
January 17, 2011.
(v) Provision on loans and advances restructured is made in accordance with RBI guidelines on restructuring of
loans and advances issued vide Circular No. DNBS.CO. PD. No. 367 / 03.10.01/2013-14 dated January 23,
2014.
(vi) Provision for Long Term Investment is made on assessment of management of business projections and
considering net worth of the investee companies. This provision is in compliance with Accounting Standard
(AS) -13 and NBFC Directions.
N. 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 Consolidated Profit and
Loss in the period in which an asset is defined 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.
O. INVENTORIES
(i) Securities/commodities/Digital Signature Certificate (“DSC”) with and without USB token acquired with the
intention of short-term holding and trading positions are considered as stock – in – trade and disclosed as
current assets.
(ii) Securities / commodities held as stock – in – trade are valued at lower of cost and market value.
(iii) The artwork / art store Items held as stock – in – trade are valued at lower of cost or market value. The Cost
of arts store items is determined on first in first out basis.
P. BORROWING COSTS
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 year they occur.

Q. MUTUAL FUND SCHEME EXPENSES

Recurring expenses relating to schemes of Religare Mutual Fund in excess of expense limits are borne by the Company.
The expenses limits are within the overall limits prescribed by SEBI (Mutual Fund) Regulations, 1996 or offer document
of the respective schemes.
R. CLAIMS/ BENEFITS
(i) In respect of Life Insurance JV
Claims by death are accounted when intimated. Claims by maturity/survival benefit are accounted on the policy
maturity date. Annuity benefits are accounted when due. Surrenders are accounted on receipt of intimation and
also include amounts payable towards the lapse policies which is accounted on the due date as per the Policy
contract. Surrender is accounted net of surrender charge. Claims cost consist of the policy benefit amounts
and claims settlement costs, where applicable. Withdrawals under linked policies are accounted on the date of
intimation in the respective schemes along with cancellation of associated units, and are accounted net of charge.
Amounts recoverable from Re-insurer are accounted for in the same period as the related claim.
(ii) In respect of Health Insurance Subsidiary
Claims are recognized as and when reported. Claims are recorded in the revenue account, net of claims recoverable
from reinsurers / co-insurers to the extent there is a reasonable certainty of realization. These estimates are
progressively revalued on the availability of further information.
Estimated liability in respect of claims is provided for the intimations received up to the year end, information/ estimates
provided by the insured/ surveyors and judgment based on the past experience and other applicable laws and practices.
Further claims incurred also includes specific claims settlement costs such as survey / legal fees / TPA fees and
other directly attributable costs.
S. POLICY LIABILITIES
Actuarial Liabilities on policies inforce and policies in respect of which premium has been discontinued but a liability
exists are determined by the Appointed Actuary using generally accepted actuarial practice in accordance with the
standards and guidance notes issued by the Institute of Actuaries of India, the requirement of the Insurance Act, 938,
the regulations and the relevant circulars issued by the IRDA.
The liabilities are calculated in a manner that together with estimated future premium income and Investment income,
the Company can meet estimated future claims and expenses related to maintenance of policies and settlement of
claims.
The liabilities under unit linked policies comprise of unit reserve and non-unit reserve, the latter being estimated using
gross premium method. Liabilities under non linked policies including health product are estimated using gross premium
method. For the group insurance business, the liability is based on higher of the liability estimated using gross premium
method or the unearned premium method.
T. CASH AND CASH EQUIVALENTS
Cash and cash equivalents include cash in hand, demand deposits with banks and other short-term liquid investments
with original maturities of three months or less.
U. SEGMENT REPORTING
The accounting policies adopted for segment reporting are in conformity with the accounting policies adopted by the
Company. Further, inter-segment revenue have been accounted for based on the transaction price agreed to between
segments which is primarily market based. Revenue and expenses have been identified to segments on the basis of
their relationship to the operating activities of the segment. Revenue and expenses, which relate to the Company as
a whole and are not allocable to segments on a reasonable basis, have been included under “Unallocated expenses/
income”.

V. ASSETS ACQUIRED IN SETTLEMENT OF DEBTS

Assets acquired against the settlement of loans and receivables are disclosed in the balance sheet at
outstanding loan amount or market value of asset acquired whichever is lower. In case, Market value of the
asset acquired is lower than the outstanding loan amount, difference is charged to Statement of Profit and Loss.
These assets are classified as ‘Current Assets’, till the asset acquired is finally disposed. The outstanding overdue
interest, other charges and interest from the date of settlement till the disposal of such assets will be accounted on
realization basis.
W. EARNINGS PER SHARE
The basic earnings per share is computed by dividing the net profit / loss attributable to the equity shareholders for
the year by the weighted average number of equity shares outstanding during the reporting year. Diluted earnings
per share reflect the potential dilution that could occur if securities or other contracts to issue equity shares were
exercised or converted during the year. Diluted earnings per share is computed by dividing the net profit after tax
by the weighted average number of equity shares and dilutive potential equity shares outstanding during the year.
In computing dilutive earnings per share, only potential equity shares that are dilutive are considered.
X. MARKET LINKED DEBENTURES
A subsidiary of the Company has issued certain Non-Convertible Debentures (NCDs), the rate of interest
on which is linked to performance of S&P CNX NIFTY index with a floor and a cap on the amount of interest
payable. The interest expense for such debentures is accrued at the cap rate over the tenure of the instrument.
The subsidiary has hedged the interest rate risk related to the movement of index by purchasing offsetting options.
These options are valued at mark to market and loss on such valuation is charged to the Statement of Profit and Loss
and profit on the mark to market is ignored.
Y. INCOME FROM ASSIGNMENT / SECURITISATION
(i) In case of assignment of loans, the loans assigned are de-recognised when all the rights, title, future
receivables and interest thereof along with all the risks and rewards of ownership are transferred to the
purchasers of assigned loans. On de-recognition, loss arising is recognized upfront, however premium is
amortised based on receivables over the remaining tenure of loans.
(ii) In case of securitisation of loans, the transferred loans are de-recognised and gains/losses are accounted
for only if the Company surrenders the right to benefits specified in the underlined securitised loan contract.
In accordance with the Reserve Bank of India guidelines for securitisation of Standard assets, the Company
recognises only loss arising from securitisation immediately at the time of sale and premium arising from
securitisation is amortised over the life of the securities issued or to be issued by the special purpose
vehicle to which the assets are sold. Income on retained interest in securitised assets is booked on accrual
basis.
(iii) Religare Finvest Limited, one of the subsidiary of the company has an option (“Clean up call option”) to
repurchase the receivables pertaining to the performing contracts, any time after the outstanding balance of the
receivables declines to or below 10% of the initial receivables, at a purchase consideration equal to the principal
value of the outstanding amount. The exercise of this option would have the same effect as prepayments.
This option may be exercised only if the Credit Enhancement available at such time is more than the amount
of non-performing facilities so that the said part of the Credit Enhancement shall be used to make payment
with respect to the non-performing facilities to the full extent.
Z. ACTUARIAL METHOD AND ASSUMPTIONS
The actuarial liabilities for individual life, pensions and health businesses have been estimated using gross premium
method, using assumptions for investment return, mortality, morbidity, expenses, inflation and lapses. These
assumptions are based on best estimates with appropriate margins for adverse deviations. All policy contracts have
been valued ‘in seriatim’ i.e. separately for each policy contract as per the requirements of relevant IRDA Regulations.
Provisions have also been made for ‘incurred but not reported’ (IBNR) claims and free look policy cancellations.

Mortality rates used are based on the published Indian Assured Lives (IAL) (2006-08) Ultimate mortality table for
assurance adjusted to reflect expected experience whilst morbidity rates used are based on Critical Illness British Table
93 and other relevant tables, also adjusted for expected experience.
The expected investment returns on assets backing the policy liabilities (excluding reserves in respect of unit linked
liabilities) have been assumed to be in the range of 5.42% to 8.21% per annum depending on nature of liabilities, term
of liabilities and assets backing the group of liabilities.
Policy maintenance expenses have been assumed based on the long term expected renewal expense levels. Per
policy renewal expenses have been assumed to inflate at a rate consistent with the valuation rate of interest.
The unit liabilities have been estimated as the value of the units standing to the credit of policyholders, using the
published unit price prevailing at the valuation date. This methodology is as per the guidance provided by the IRDA.
3 Share Capital
As at As at
Particulars March 31, 2015 March 31, 2014
Authorised Capital:
250,000,000 (March 31, 2014: 250,000,000) Equity
Shares of `10/- each 2,500,000,000 2,500,000,000
100,000,000 (March 31, 2014: 100,000,000) Redeemable
Preference shares of `10/- each 1,000,000,000 1,000,000,000
Total 3,500,000,000 3,500,000,000
Issued, Subscribed & Fully paid up shares:
178,329,808 (March 31, 2014: 149,608,259) Equity
Shares of `10/- each 1,783,298,080 1,496,082,590
25,000,000 (March 31, 2014: 50,000,000) 13.66% Cumulative
Redeemable Preference shares of `10/- each 250,000,000 500,000,000
Nil (March 31, 2014: 3,500,000) 11.00% Cumulative
Non-Convertible Redeemable Preference Shares of `10/- each - 35,000,000
Nil (March 31, 2014: 2,600,000) 0.01% Cumulative
Non-Convertible Redeemable Preference Shares of `10/- each - 26,000,000
Total Issued, Subscribed and Fully Paid Up Shares 2,033,298,080 2,057,082,590

3.1 Reconciliation of the shares outstanding at the beginning and at the end of reporting period
As at As at
Number Amount (`) Number Amount (`)
Issued, subscribed and fully paid up
Equity Shares of `10/- each
Balance as at the beginning of the year 149,608,259 1,496,082,590 149,401,323 1,494,013,230
Add: Shares issued during the year through 28,721,549 287,215,490 195,936 1,959,360
Preferential allotment (Refer Note 3.2 and 5.1 (II) (ii))
Add: Shares issued during the year through - - 11,000 110,000
ESOP
Balance as at the end of the year 178,329,808 1,783,298,080 149,608,259 1,496,082,590

13.66% Cumulative Redeemable Preference
Shares of `10/- each Fully Paid Up
Balance as at the beginning of the year 50,000,000 500,000,000 50,000,000 500,000,000
Add: Shares issued during the year - - - -
Less: Redeemed during the year 25,000,000 250,000,000 - -
Balance as at the end of the year 25,000,000 250,000,000 50,000,000 500,000,000
11.00% Cumulative Non-Convertible
Redeemable Preference Shares of `10/- each
Fully Paid up
Balance as at the end of the year - - 3,500,000 3,500,000
0.01% Cumulative Non-Convertible Redeemable
Preference Shares of `10/- each Fully Paid up

Balance as at the end of the year - - 2,600,000 26,000,000
Total 203,329,808 2,033,298,080 205,708,259 2,057,082,590
3.2 The Board of Directors of the Company on March 31, 2014, subject to necessary approval(s), has approved the proposal
of raising funds upto `55,000 lacs, by way of preferential allotment of equity shares to Bestest Developers Private Limited
(“BDPL”) and Standard Chartered Bank (Mauritius) Limited (“SCB”), non promoter companies.
During the year ended March 31, 2015, as per the shareholders approval dated May 8, 2014 the company has allotted on
preferential basis 8,554,833 equity shares of `10 each fully paid and 7,349,385 equity shares of `10 each fully paid up to
BDPL and SCB respectively at a price of `316.78 per share for repayment of its debt obligations, to redeem preference shares
of the Company, to meet capital expenditure and for the general corporate purposes.
3.3 The rights, preferences and restrictions attaching to equity shares including restrictions on the distribution of
dividends and the repayment of capital is as under:
The Company has only one class of equity shares having a face value of `10 per share. Each shareholder is entitled to
one vote per share. The company declares and pays dividend in Indian Rupee. The dividend proposed by the Board of the
Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting except in case of Interim
Dividend.

In the event of the liquidation of the company, the holder of the equity shares will be entitled to receive any of the remaining
assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion of the number of the
equity shares held by the equity share holders.
The Board of Directors of the Company on September 28, 2013 proposed the following changes in all outstanding preference
shares of `5,610 lacs:
(a) All the preference shares are to be mandatorily redeemable on on before October 31, 2018 being the final
redemption date and
(b) to re-price the redemption premium.
The said proposal has been approved by all classes of preference shareholders on October 15, 2013.
The Company has three classes of Preference Shares:
13.66% Cumulative Redeemable Preference Shares
The face value of each share is `10. The shares shall have same voting rights applicable to the preference shares under
the Companies Act, 2013. Each preference share entitles the holder a right to receive, in priority to Equity shareholder,
preference dividend on cumulative basis at a rate not exceeding 13.66% per financial year. In the event of liquidation of
the Company, the holder is entitled to receive in priority to all equity shares, amount equal to the total of paid up capital
plus the redemption premium, any unpaid dividend as per the terms of issue. The shares are allotted in three tranches
on October 31, 2008, December 3, 2010 and April 27, 2011 having face value of `250,000,000, `120,000,000 and
`130,000,000 respectively at `100 each (including premium of `90 per share). The Board of Directors of the Company in
its meeting held on May 30, 2014 approved the proposal to redeem the abovementioned class of preference shares out
of funds raised through preference allotment of Equity shares of the Company. On June 2, 2014, the Company redeemed
12,000,000 shares at a premium of `144.26 per share and 13,000,000 shares at a premium of `138.28 per share.
The repayment terms of preference shares issued are as below:
The above shares are redeemable at a premium not exceeding `269.36 (Previous Year Ended March 31, 2014 `269.36 per
share(Tranche I), `218.42 per share(Tranche II), `209.14 per share (Tranche III) on October 31, 2018 or at an earlier date
as may be decided by the Board of Directors of the Company.
The face value of each share is `10. The shares shall have same voting rights applicable to the preference shares under the
Companies Act, 2013. Each preference share entitles the holder a right to receive, in priority to Equity shareholder , preference
dividend on cumulative basis at a rate not exceeding 11.00% per financial year. In the event of liquidation of the Company,
the holder is entitled to receive in priority to all equity shares, amount equal to the total of paid up capital plus the redemption
premium, any unpaid dividend as per the terms of issue. The shares were allotted in one tranche on November 12, 2011 having
face value of `35,000,000 at `100 each (including a premium of `90 per share). The Board of Directors of the Company in its
meeting held on May 30, 2014 approved the proposal to redeem the abovementioned class of preference shares out of funds
raised through preference allotment of Equity shares of the Company. On June 2, 2014, the Company redeemed 3,500,000
shares at a premium of `130.75 per share.
premium, any unpaid dividend as per the terms of issue. The shares were allotted in one tranche on January 24, 2012 having
meeting held on May 30, 2014 approved the proposal to redeem the abovementioned class of preference shares out of funds


The redemption of above shares had been made out of proceeds of preferential allotment of shares as stated in Note 3.2 in
accordance with provisions of Section 55 of the Companies Act, 2013 (erstwhile Section 80 of the Companies Act, 1956) and
no amount required to be transferred to Capital Redemption Reserve, since the redemption of the aforesaid preference shares
has been made out of proceeds of the preferential allotment.
Preference Shareholders of the Company relinquished their voting rights in respect of their preference shares arising by virtue
of Section 47(2) of the Companies Act, 2013 (erstwhile Section 87(2)(b) of the Companies Act, 1956).
3.4 Details of the shareholders holding more than 5% of the aggregate shares in the Company:
As at As at
Name of the Shareholder March 31, 2015 March 31, 2014
No. of Shares held % of Holding No. of Shares held % of Holding
a. Equity Shares
RHC Finance Private Limited 29,112,634 16.33 34,162,634 22.83
Shivi Holdings Private Limited 10,000,000 5.61 14,082,306 9.41
Malav Holdings Private Limited 7,770,000 4.36 14,082,306 9.41
Malvinder Mohan Singh 11,123,525 6.24 8,523,525 5.70
Shivinder Mohan Singh 10,876,602 6.10 10,876,602 7.27
RHC Holding Private Limited 21,939,358 12.30 - -
Shabnam Dhillon 15,188,441 8.52 15,188,441 10.15
India Horizon Fund Limited 14,364,680 8.06 14,364,680 9.60
International Finance Corporation 12,818,331 7.19 - -
SSGD Projects Development Private Limited 7,864,505 4.41 8,201,586 5.48
b. Preference Shares
RHC Finance Private Limited - - 12,000,000 21.39
RHC Holding Private Limited - - 19,100,000 34.05
Oscar Investment Limited 25,000,000 100 25,000,000 44.56
3.5 There are no shares bought back by the company during the period of five years immediately preceding the Balance Sheet
Date. There are no securities that are convertible into equity/ preference shares other than employee stock options issued by
the Company.
4 Reserves and Surplus
Particulars As at As at
March 31, 2015 March 31, 2014
a. Capital Reserve (as per last Balance Sheet) 122,626,182 122,626,182

b. Securities Premium Account
Balance as at the beginning of the year 38,664,427,502 38,469,244,254
Add : Securities premium credited on issue of
Equity Shares during the year 8,799,276,684 60,827,998
Add : Securities premium credited on issue of Non-convertible
Preference Shares by a subsidiary during the year - 7,876,709
Add : Proportionate share in security premium of
a joint venture company* 574,173,600 134,640,000
Less : Premium utilised for redemption of Preference Share (4,031,678,942) -

March 31, 2015 March 31, 2014
Less: Expenses relating to issue of securities incurred
during the year (75,000) (8,161,459)
Balance as at the end of the year 44,006,123,844 38,664,427,502
c. Capital Redemption Reserve (as per last Balance Sheet) 750,000 750,000
d. Share Options Outstanding Account 902,700 902,700
e. Foreign Currency Translation Reserve
Balance as at the beginning of the year 1,197,508,749 490,703,153
Add: Addition during the year 525,966,245 706,805,596
Balance as at the end of the year 1,723,474,994 1,197,508,749
f. General Reserve (as per last Balance Sheet) 72,894,308 72,894,308
g. Statutory Reserve Fund (as per last Balance Sheet) 10,192,948 10,192,949
h. Surplus in Statement of Profit and Loss**
Balance of Profit / (Loss) as at the beginning of the year (10,249,143,877) (9,468,654,727)
Add: Profit / (Loss) for the year 1,537,937,659 (692,943,422)
Less: Premium on Redemption on preference share capital
by a subsidiary company (Refer Note 1(II)(D)) 92,243,514 95,273,727
Less: Adjustment due to stake sale in subsidiaries - 95,000,000
Add: Share of Minority Shareholders in profit / (loss) of
subsidiary, on acquiring shares therein - 101,925,000
Less: Adjustment for purchase of shares in subsidiaries 10,988,243 -
Add: Share of Profit / (Loss) from Associates - 802,999
Less: Depreciation Adjustments due to change in
Companies Act (Net of minority interest adjustment) 67,693,457 -

Amount available for appropriation (8,882,131,432) (10,249,143,877)
Balance of Profit / (Loss) as at the end of the year (8,882,131,432) (10,249,143,877)
Total 37,054,833,544 29,820,158,513
* `574,173,600 (March 31, 2014: `134,640,000) is the Company’s share in the security premium on equity shares issued
to other joint venture partners of AEGON Religare Life Insurance Company Limited during the year ended March 31, 2015.
However, equity shares were issued to the Company at par.
** Surplus includes dividend proposed by a Subsidiary on its equity shares and corporate dividend tax aggregating to
`820,488,213 (March 31, 2014: `740,504,307), Statutory Reserves held by certain NBFC’s/Housing Finance Subsidiaries
as per respective statutory requirement of `2,409,577,598 (Previous year `1,866,121,192), Debenture Redemption Reserve
held by a Subsidiary under section 71 of the Companies Act, 2013 of `1,416,307,001 (Previous year `1,483,155,976) and
other appropriation items held by the Subsidiaries of `1,287,956,180 (Previous Year `963,137,279).

5 Long Term Borrowings
March 31, 2015 March 31, 2014
Secured Loans
Debentures (Refer Note 5.1 (I)) 11,778,899,000 17,596,078,000
Term Loans From Banks (Refer Note 5.2 (I) (i)) 66,802,345,846 39,503,769,679
Term Loans From Others (Refer Note 5.2 (I) (ii)) 3,640,000,000 3,214,000,000
Sub Total 82,221,244,846 60,313,847,679
Unsecured Loans
Debentures (Refer Note 5.1 (II)) 4,662,000,000 4,660,523,600
Term Loans From Banks (Refer Note 5.2 (II)) - 1,250,000,000
Sub Total 4,662,000,000 5,910,523,600
Grand Total 86,883,244,846 66,224,371,279
5.1 Schedule of Debentures
Particulars As at March 31, 2015 Amount (`) As at March 31, 2014 Amount (`)
Current Current
I. Secured Total Non Current Total Non Current
Maturity Maturity
Redeemable Non - Convertible Debentures
(i) Privately 12,575,100,000 4,077,100,000 8,498,000,000 15,087,900,000 3,164,050,000 11,923,850,000
Placed
(ii) Publicly 5,512,228,000 2,231,329,000 3,280,899,000 9,641,044,000 3,968,816,000 5,672,228,000
Placed
Total (I) 18,087,328,000 6,308,429,000 11,778,899,000 24,728,944,000 7,132,866,000 17,596,078,000
II. Unsecured
(i) Privately 4,662,000,000 - 4,662,000,000 4,660,523,600 - 4,660,523,600
Placed Non
- Convertible
Debentures
(ii) Private- - - - 4,048,354,000 4,048,354,000 -
ly Placed
Compulsorily
Convertible
Debentures
Total (II) 4,662,000,000 - 4,662,000,000 8,708,877,600 4,048,354,000 4,660,523,600
GrandTotal 22,749,328,000 6,308,429,000 16,440,899,000 33,437,821,600 11,181,220,000 22,256,601,600
(I+II)

Additional particulars of debentures in descending order of maturity as per sub-clause (iv) of clause C of Part I of Schedule
III to the Companies Act, 2013
I. Secured Debentures
(i) Details of Privately Placed Secured Debentures
(a) Details of Privately Placed Secured Redeemable Non Convertible Debentures (“NCDs”) outstanding as on
March 31, 2015 which are secured by Pari Passu mortgage over the RFL’s immovable property situated at
Kadi Taluka, Distt. Mehsana (Gujarat) and first and exclusive charge/ first Pari Passu charge over standard
business receivables / unencumbered receivables with Asset Cover ranging from 1 X to 1.25 X over
companies account receivables:
S. Coupon Rate (% p.a.) As at As at Date of Redemption Put and

No. March 31, 2015 March 31, Allotment Due On Call
Amount (`) 2014 Option
Amount (`)
1 12.50% 2,000,000 2,000,000 8-Feb-12 8-Feb-17 NA
2 11.40% 250,000,000 250,000,000 14-May-13 14-May-16 NA
3 INDEX LINKED 20,000,000 20,000,000 17-Sep-12 4-Nov-15 NA
4 INDEX LINKED (Note 1) 62,200,000 71,200,000 11-Sep-12 29-Oct-15 NA
5 10.5%(Note 2) 400,000,000 400,000,000 30-Sep-10 30-Sep-15 NA
6 INDEX LINKED (Note 3) 231,900,000 239,400,000 8-Aug-12 25-Sep-15 NA
7 12.75% 500,000,000 500,000,000 8-Aug-12 8-Aug-15 NA
8 10.5%(Note 4) - 300,000,000 30-Sep-10 30-Mar-15 NA
9 12.25% - 7,000,000 8-Feb-12 8-Feb-15 NA
10 INDEX LINKED (Note 5) - 19,600,000 11-Sep-12 10-Oct-14 NA
11 10.50% - 390,900,000 30-Sep-10 30-Sep-14 NA
12 INDEX LINKED (Note 6) - 72,800,000 8-Aug-12 8-Sep-14 NA
13 INDEX LINKED - 60,000,000 8-Aug-12 8-Sep-14 NA
14 12.50% - 950,000,000 29-Jun-12 28-Jun-14 NA
15 11.30% 300,000,000 - 23-Jun-14 26-Apr-16 NA
16 11.35% 150,000,000 - 23-Jun-14 26-Apr-17 NA
17 11.30% 1,500,000,000 - 23-Jun-14 18-Dec-15 15-Jun-15
18 11.30% (On XIRR Basis) 250,000,000 - 4-Aug-14 3-Jul-17 NA
19 10.50% (On XIRR Basis) 750,000,000 - 14-Nov-14 14-Nov-17 16-May-16
20 10.50% 750,000,000 - 14-Nov-14 14-Nov-17 16-May-16
21 10.50% (On XIRR Basis) 200,000,000 - 11-Dec-14 5-Oct-17 NA
22 10.50% 250,000,000 - 11-Dec-14 11-Dec-17 NA
23 10.40% (On XIRR Basis) 1,000,000,000 - 11-Dec-14 11-Dec-17 10-Jun-16
24 10.40% (On XIRR Basis) 1,000,000,000 - 22-Jan-15 22-Jan-18 22-Jul-16
25 10.40% (On XIRR Basis) 70,000,000 - 16-Feb-15 6-Feb-18 NA
26 10.40% 500,000,000 - 16-Feb-15 16-Feb-18 NA
Total (a) 8,186,100,000 3,282,900,000
Note: The above debentures are privately placed with Mutual Funds (AMCs), Pension funds, Provident
Funds, Banks, Individuals and Corporates.

Note-1: Religare Finvest Limited (“RFL”), a subsidiary of the Company, bought back Non- convertible
Debentures of face value `9,000,000 in the month of January and March 2015.
Note-2: RFL bought back Non- convertible Debentures of face value `121,200,000 in the month of March
2014.
Note-3: RFL bought back Non- convertible Debentures of face value `7,500,000 in the month of June 2014,
January and March 2015.
Note-4: RFL bought back Non- convertible Debentures of face value `90,900,000 in the month of March
2014.
Note-5: RFL bought back Non- convertible Debentures of face value `11,000,000 in the month of September
2014.
Note-6: RFL bought back Non- convertible Debentures of face value `72,800,000 in the month of June and
August 2014.
(b) Details of Privately Placed Secured Redeemable NCD’s outstanding as on March 31, 2015 which are secured
by specific charge on immovable property of insignificant value:
S. No. Coupon Rate (% p.a.) As at March As at March Date of Redemption Put and
31, 2015 31, 2014 Allotment Due On Call
Amount (`) Amount (`) Option
1 ZERO (#) - 4,750,000,000 30-Sep-13 9-Aug-19 NA

2 10.5% (#) - 1,500,000,000 30-Sep-13 9-Aug-19 NA
3 14.00% (**)
- 1,363,750,000 28-Mar-13 30-Sep-14 NA
4 14.00% (**) 1,363,000,000 1,363,750,000 28-Mar-13 30-Jun-15 NA
5 14.00% (**) 1,363,000,000 1,363,750,000 28-Mar-13 30-Jun-16 NA
6 14.00% (**) 1,363,000,000 1,363,750,000 28-Mar-13 30-Jun-17 NA
7 ZERO (***)
100,000,000 100,000,000 28-Mar-13 28-Mar-18 NA
8 10.40 % on XIRR basis 45,000,000 - 30-Mar-15 6-Feb-18 No
9 10.40 % on XIRR basis 155,000,000 - 30-Mar-15 15-Mar-18 No
Total (b) 4,389,000,000 11,805,000,000
Note: The above debentures are privately placed with FIIs/ Corporates/ Banks and Trusts. As per Trust deed,
Non-Convertible Debentures are also secured by specific charge on immovable property of insignificant value.
(#)
The Company issued privately placed Zero Coupon Non Convertible Debentures (NCDs) and 10.5% Non
Convertible Debentures (NCDs) of face value of `1,000,000 each which are secured by first pari passu charge
on freehold land of the Company, assignment of the relevant provisions of the Joint Venture Agreement and the
bank guarantee. On September 26, 2014 the Company made an early redemption of above NCDs alongwith
interest to the beneficiary holders.
(**)
The Company issued 14% REL 2017 Secured Rated Listed Non Convertible Debentures of face value
of `1,000,000 each which are secured by Pari Passu mortgage over the Company’s immovable property,
pari passu / exclusive pledge over issued and paid up equity shares of Religare Finvest Limited (“RFL”),
held by the Company, exclusive charge on the amount in escrow accounts and first ranking charge
and hypothecation under the agreement between the company and RFL (“RFL Loan agreement”) and
Unconditional and irrevocable personal guarantees of the Promoters in favor of the Debenture Trustees.
RFL Loan Agreement refers to loan agreements executed or to be executed between the company and RFL
whereby the Company has extended or will extend loans or similar facilities to RFL which qualify as Tier I or Tier
II capital for RFL.

(***)
The Company issued Zero Coupon Rated Listed Secured Non Convertible Debentures of face
value of `1,000,000 each which are secured by first pari passu charge over immovable property of the
Company in Gujarat and pledge over 33,242,071 (Previous Year 33,242,071) equity shares of RGAM
Investment Advisers Private Limited (formerly RGAM Corporation Private Limited) held by the Company.
For the previous year ended March 31, 2014, the Company has bought back and cancelled 1,240 Zero Coupon
Secured Rated Listed Non Convertible Debentures face value of `1,000,000 each.
Total Privately Placed

Secured Debentures 12,575,100,000 15,087,900,000
(a+b)

(ii) Details of Publicly Placed Secured Debentures
Details of Publicly Placed Secured Redeemable NCDs outstanding as on March 31, 2015 which are secured by
pari passu mortgage over the RFL’s immovable property situated at Kadi Taluka, Distt. Mehsana (Gujarat) and first
pari passu floating charge on the standard business receivables of a subsidiary company:
S. Coupon Rate As at As at Date of Allotment Redemption

No. (% p.a.) March 31, 2015 March 31, 2014 Due On
1 12.25% * 56,134,000 56,134,000 9-Oct-12 9-Oct-18
2 12.62% * 313,210,000 313,210,000 9-Oct-12 9-Aug-18
3 12.25% 137,515,000 137,515,000 9-Oct-12 9-Oct-17
4 12.50% 440,918,000 440,918,000 9-Oct-12 9-Oct-17
5 12.25% * 45,205,000 45,205,000 9-Oct-12 9-Oct-17
6 12.50% * 96,178,000 96,178,000 9-Oct-12 9-Oct-17
7 12.10% 192,800,000 192,800,000 23-Sep-11 23-Sep-16
8 12.25%^ 909,217,000 1,069,217,000 23-Sep-11 23-Sep-16
9 12.50% 1,089,722,000 1,089,722,000 23-Sep-11 23-Sep-16
10 12.25% 1,906,582,000 1,906,582,000 9-Oct-12 10-Oct-15
11 12.25% * 324,747,000 324,747,000 9-Oct-12 10-Oct-15
12 12%^^ - 1,652,300,000 23-Sep-11 23-Sep-14
13 12.15% - 1,596,193,000 23-Sep-11 23-Sep-14
14 12.25% - 720,323,000 23-Sep-11 23-Sep-14
Total 5,512,228,000 9,641,044,000
(*) Denotes Effective Yield (% per annum).
(^) RFL bought back debentures of face value `100,494,000 in the month of May 2013, `85,000,000 in the
month of September 2013, `10,000,000 in the month of January 2015 and `30,000,000 in the month of February
2015.
(^^) The Company bought back debentures of face value `999,000,000 in the month of April 2013.
Maturity Pattern of abovementioned Publicly Placed Secured Redeemable Non-Convertible Debentures:-
Amount (`)
Particulars Maturity Due During One year Maturity Due After One year from
from Reporting Date Reporting Date
Series-1 - 2,384,739,000
Series-2 2,231,329,000 896,160,000
Total 2,231,329,000 3,280,899,000

For the Publicly Placed Secured Redeemable Non-Convertible Debentures, an amount of `2,231,329,000
is due for maturity during the period of one year from the reporting date . The Company has not deposited /
invested any amount in pursuance to the requirement of clause 2(iv) of circular no. 4/2013 dated February
11, 2013 issued by the Ministry of Corporate Affairs.
II. Unsecured Debentures
(i) Details of Privately Placed Unsecured Redeemable Non-Convertible Debentures outstanding as on March
31, 2015:
S. No. Coupon Rate As at As at Date of Redemption

March 31, 2015 March 31, 2014 Allotment Due On
1 12.05% 200,000,000 200,000,000 28-Mar-13 28-Mar-23
2 12.00% 80,000,000 80,000,000 25-Feb-13 25-Feb-23
3 12.20% 420,000,000 420,000,000 21-Jan-13 21-Jan-23
4 12.20% 500,000,000 500,000,000 12-Oct-12 12-Oct-22
5 12.75% 50,000,000 50,000,000 25-Oct-11 25-Jul-17
6 13.05% 339,000,000 339,000,000 22-Dec-11 22-Jun-17
7 12.75% 550,000,000 550,000,000 30-Jun-11 30-May-17
8 13.00% 236,000,000 236,000,000 30-Nov-11 30-May-17
9 13.05% 336,000,000 336,000,000 3-Feb-12 3-May-17
10 12.75% 7,000,000 7,000,000 2-Aug-11 2-May-17
11 12.75% 35,000,000 35,000,000 26-Jul-11 26-Apr-17
12 12.75% 1,175,000,000 1,175,000,000 30-Aug-11 30-Mar-17
13* 12.50% 734,000,000 732,523,600 31-Mar-11 31-Aug-16
Total 4,662,000,000 4,660,523,600
(*) Amount is net of inter company transaction.
(ii) Details of Privately Placed Unsecured Compulsory Convertible Debentures outstanding as on March
31, 2015:
During the year ended March 31, 2013, Board of Directors at its meeting held on September 29, 2012 and
Extra - Ordinary General Meeting of Shareholders held on October 26, 2012 have approved to offer and
allot 1,000 equity shares of the face value of `10 each on a preferential allotment basis to International
Finance Corporation (“IFC”), a member of the World Bank Group, at an issue price of `315.85 per equity
share determined in accordance with the SEBI (ICDR) Regulations, 2009 and upto 45,00,000 (“CCDs”) of
the face value of `1,000 each, to be allotted at par, on a preferential allotment basis to IFC not exceeding
USD 75 Million. Accordingly, Share Allotment Committee of the Company in its meeting held on May 6, 2014
has allotted 12,817,331 Equity Shares of face value of `10 each to International Finance Corporation (“IFC”)
pursuant to conversion of all (“CCD”) of face value of `1000 each.
S. No. Coupon Rate As at As at Date of Redemption

March 31, 2015 March 31, 2014 Allotment Due On
1 15% - 4,048,354,000 7-Nov-12 6-May-14
Total - 4,048,354,000
Refer Note 3.1

(iii) In respect of privately placed NCDs by Religare Finvest Limited (“RFL”), one of the NBFC subsidiaries
of the Company, In terms of the provisions of Section 71 of the Companies Act, 2013 read with
Companies (Share Capital and Debentures) Rules, 2014 dated March 31, 2014 as amended by
Companies (Share Capital and Debentures) Amendment Rules, 2014 dated June 18, 2014 issued
by the Ministry of Corporate Affairs, a NBFC Company registered with RBI is not required to create
Debenture Redemption Reserve (DRR) in case of privately placed debentures. As the debentures
issued by RFL are through private placement, no DRR has been created on such debentures.
Further, in respect of privately placed NCDs by Religare Housing Development Finance Corporation Limited
(“RHDFC”), one of the sub-subsidiaries of the Company, no DRR is required in terms of the provisions
of Section 71 of the Companies Act, 2013 read with Companies (Share Capital and Debentures) Rules,
2014 dated March 31, 2014 as amended by Companies (Share Capital and Debentures) Amendment Rules,
2014 dated June 18, 2014 issued by the Ministry of Corporate Affairs as it is a Housing Finance Company
registered with National Housing Bank.
(iv) None of the above debentures have been guaranteed by directors.
5.2 Schedule of Term Loans from Banks

I. Secured Term Loans
(i) Secured Term Loans From Banks
As at March 31, 2015 As at March 31, 2014

Repayment Amount (`) Amount (`)
Tenure
Term
Current Non Current Current Non Current
Total Total
Maturity Maturity Maturity Maturity
Over 60 Months - - - - - -
37 to 60 Months - - - - - -
Bullet
13 to 36 Months 2,000,000,000 - 2,000,000,000 - - -
0 to 12 Months - - - 750,000,000 750,000,000 -
Over 60 Months - - - - - -
37 to 60 Months - - - - - -
Annually
13 to 36 Months - - - 331,845,455 - 331,845,455
0 to 12 Months 331,800,425 331,800,425 - 833,333,335 833,333,335 -
Over 60 Months - - - - - -
37 to 60 Months 486,111,112 - 486,111,112 538,767,000 - 538,767,000
Semi Annually
13 to 36 Months 4,940,386,509 - 4,940,386,509 8,089,259,144 - 8,089,259,144
0 to 12 Months 4,741,734,037 4,741,734,037 - 4,335,618,225 4,335,618,225 -
Over 60 Months - - - - - -
37 to 60 Months 18,673,202,632 - 18,673,202,632 6,388,777,370 - 6,388,777,370
Quarterly
13 to 36 Months 37,332,959,263 - 37,332,959,263 22,163,258,377 - 22,163,258,377
0 to 12 Months 20,113,582,267 20,113,582,267 - 14,361,796,199 14,361,796,199 -
Over 60 Months - - - - - -
37 to 60 Months 1,482,864,337 - 1,482,864,337 396,013,559 - 396,013,559
Monthly
13 to 36 Months 1,886,821,993 - 1,886,821,993 1,595,848,774 - 1,595,848,774
0 to 12 Months 1,507,868,897 1,507,868,897 - 3,616,997,051 3,616,997,051 -
Total 93,497,331,472 26,694,985,626 66,802,345,846 63,401,514,489 23,897,744,810 39,503,769,679
All Secured Term loans from Banks as on March 31, 2015 and March 31, 2014 are secured against “ Floating First charge on pari
passu basis on all the present and future Business receivables of the respective subsidiary companies”.
The pricing of the above loans availed from Banks are at the respective Bank’s Base Rate plus a margin ranging between 0.00% to
3.00% (Previous Year 0.00% to 3.00%).

(ii) Secured Term Loans From Others

Tenure
Term Current Non Current Current Non Current
Total Total
Over 60 Months - - - - - -
37 to 60 Months 750,000,000 - 750,000,000 - - -
Quarterly
13 to 36 Months 1,090,000,000 - 1,090,000,000 454,000,000 - 454,000,000
0 to 12 Months 614,000,000 614,000,000 - 364,000,000 364,000,000 -
Over 60 Months - - - - - -
37 to 60 Months - - - 840,000,000 - 840,000,000
Monthly
13 to 36 Months 1,800,000,000 - 1,800,000,000 1,920,000,000 - 1,920,000,000
0 to 12 Months 960,000,000 960,000,000 - 960,000,000 960,000,000 -
Total 5,214,000,000 1,574,000,000 3,640,000,000 4,538,000,000 1,324,000,000 3,214,000,000
All the above Secured Term loans from Others as on March 31, 2015 and March 31, 2014 are secured against
“Floating First charge on pari passu basis on all the present and future Business receivables of the respective
subsidiary companies”.
The pricing of the above loans availed from others are at the respective lender’s PLR less a margin ranging
between 0.60% to 0.75% (Previous Year 0.60 % to 0.75%).
II. Unsecured Term Loans From Banks

Tenure
Term Current Non Current Current Non Current
Total Total
Over 60 Months - - - - - -
Bullet
37 to 60 Months - - - 1,250,000,000 - 1,250,000,000
Total - - - 1,250,000,000 - 1,250,000,000
The pricing of the above loans availed are at the respective Bank’s Base Rate plus a margin ranging between 0.00% to 3.00%
(Previous Year 0.00% to 3.00%).
III. There is no default as on the balance sheet date in repayment of above term loans and interest thereon.
IV. None of the above term loans from have been guaranteed by directors.
6 Other Long Term Liabilities
As at As at
(a) Trade Payables

-Dues of other than from MSME parties 6,924,964 50,294,339
(b) Others Liabilities
-Income Received in advance 4,795,759 6,761,154
-Creditors for Expenses 25,000,000 10,000,000
-Interest Accrued but Not Due on Unsecured Borrowings 608,159 -
-Interest Accrued but Not Due on Secured Borrowings 29,660,314 288,048,372
-Security Deposits 271,068,060 272,976,502
-Others 133,978,798 123,031,925

Total 472,036,054 751,112,292

7 Long Term Provisions
As at As at
(a) Provision for employee benefits

-Gratuity 11,494,445 11,819,355
-Leave Encashment 52,235,692 30,879,996
(b) Provisions as per NBFC Guidelines (Refer Note 12.1) 922,969,639 914,756,227

(c) Provision as per NHB Guidelines Provisions
(Refer Note 12.2) 38,757,697 24,489,313
(d) Others
- Provision for diminution in value of long term
Investments (Refer Note 7.1) 15,707,790,400 15,564,790,400

Total 16,733,247,873 16,546,735,291
7.1 Breakup of the provision for diminution in value of long term investments is as under:
As at As at
Description March 31, 2015 March 31, 2014
Religare Capital Markets Limited 15,261,500,000 15,261,500,000
Netambit Infosource and E-Services Private Limited 246,290,400 103,290,400
Vistaar Religare Media Fund 200,000,000 200,000,000
Total 15,707,790,400 15,564,790,400
8 Insurance Business Funds
As at As at
Policy Holders Fund 6,227,095,838 5,005,512,428
Fair Value Change Reserve - (650,261)
Funds for Discontinued Policies 783,042,668 485,730,638
Total 7,010,138,506 5,490,592,805
9 Short Term Borrowings
As at As at
Secured Loans
Loan Repayable on Demand From Banks (Refer Note 9.1) 17,668,379,073 20,177,037,838
Loan Repayable on Demand From Others (Refer Note 9.2) 996,187,964 500,000,000
Repo Loans (Refer Note 9.3) - 323,596,660
Term Loans From Banks (Refer Note 9.4) 268,731,250 318,976,805
Term Loans From Others (Refer Note 9.5) 1,400,000,000 -
Sub Total 20,333,298,287 21,319,611,303

As at As at
Unsecured Loans
Loan Repayable on Demand From Other Parties (Refer Note 9.6) 500,000,000 408,505,548
Loans and Advances From Related Parties (Refer Note 9.7) 626,788,000 700,149,802
Commercial Papers (Refer Note 9.8) 21,743,246,008 15,115,334,873
Sub Total 22,870,034,008 16,223,990,223
Grand Total 43,203,332,295 37,543,601,526
9.1 Short Term Secured Loans Repayable on Demand From Banks
As at As at
Nature of Security Interest Rate March 31, 2015 March 31, 2014
(a) Collaterized by the assets of the Prime rate plus one half 733,949,318 397,191,005
subsidiary company percent
(b) Floating First charge on pari passu Respective Bank’s Base 16,609,007,012 19,483,178,859
basis on all present and future Business Rate plus a margin
Receivables of a subsidiary company ranging between -0.50%
to 2.50% (Previous Year
0% to 2.25%).
(c) Fixed Deposits with Banks FDR interest rate plus - 6,253,163
a margin NA (Previous
Year 0.75%).
(d) Fixed Deposits with Banks Respective fixed deposit 325,422,743 290,414,811
interest rate plus a
margin 1% (Previous
year 1%).
Total 17,668,379,073 20,177,037,838
9.2 Short Term Secured Loan Repayable on Demand From Others
As at As at
(a) Pledge of shares 11.50 to 11.75% (Previous Year 11.50% to 250,000,000 500,000,000
11.75%)
(b) Pledge of securities Ranging between 11.75% to 12.50% 250,000,000 -
(c) Pledge of commodities Ranging between 11.75% to 12.50% 496,187,964 -
Total 996,187,964 500,000,000
9.3 In accordance with the RBI guidelines under reference RBI/2009-2010/356 IDMD/4135/11.08.43/2009-10 dated March 23,
2010, effective April 1, 2010 Repo/Reverse Repo transactions in Government Securities and Corporate Debt Securities are
reflected as borrowing and lending transactions respectively.
Borrowing cost on repo transactions is accounted as interest expense and revenue on reverse repo transactions is accounted
as interest income.
The pricing of the repo loans availed by a subsidiary of the Company from Banks are at the rate of respective Bank’s Base
Rate plus a margin of 0.35%.

9.4 Secured Short Term Loans From Banks
As at As at
(a) Book Debts of a subsidiary - ( Previous year 12.25%) - 150,000,000
(b) All bank accounts which a foreign 3.40% ( Previous year 3.41%) 268,731,250 168,976,805
subsidiary has with Standard
Chartered Bank.
Total 268,731,250 318,976,805
9.5 During the year ended March 31, 2015, the Company entered into Rupee Facility Agreement (“Facility Agreement”) with
the financial institutions, repayable at a bullet payment, for tenure of twelve months. The pricing of the loans availed by the
Company ranges between 14% to 16%.
The loans are secured by RFL Share Pledge by the Company pursuant to the RFL Share Pledge Agreement, on pari passu
basis; first ranking and exclusive charge by way of hypothecation on the Transaction Account and all the amounts lying
therein, including the Receivables, and all permitted investments made therefrom as per Facility Agreement; first ranking
charge and hypothecation, on pari passu basis with the Debenture Trustee, of all the rights, title and interest of the Company
under the RFL Loan Agreements; first ranking and exclusive charge on the Company Contribution Instruments pursuant to
the RGAM Pledge Agreement; and the Demand Promissory Note.
9.6 The pricing of the unsecured loans repayable on demand availed from others are at the rate of interest ranging between 10%
to 13.50% (Previous year 10% to 13.5%).
9.7 Unsecured Loans and Advances From Related Parties
As at As at
S. No. Name of Parties Interest Rate March 31, 2015 March 31, 2014
1 RHC Financial Services (Mauritivs) 8.00% 626,788,000 598,630,000
Limited
2 RHC Holding Private Limited 14.00% - 89,850,000
3 Oscar Investments Limited 14.00% - 11,669,802
Total 626,788,000 700,149,802
9.8 Commercial Papers (Unsecured)
As at As at
Discount Rate 9.20% to 12.75% 8.90% to 14.00%
Total Outstanding Balance 22,152,500,000 15,325,000,000
Less: Unamortised Discount 409,253,992 209,665,127
Net Outstanding Balance 21,743,246,008 15,115,334,873


10 Trade Payables
As at As at
Dues of other than from MSME parties 1,860,158,058 1,871,260,814
Total 1,860,158,058 1,871,260,814
11 Other Current Liabilities
As at As at
Current Maturities of Long-Term Debts 34,577,414,626 36,402,964,810
Interest Accrued and Due on Unsecured Loans 594,500 5,162,147
Interest Accrued and Due on Secured Loans 325,569 44,026,583
Interest Accrued but not Due on Loans 1,903,281,709 2,993,078,819
Expense Payable 1,607,769,807 1,313,627,397
Income Received in Advance 1,526,663 3,763,993
Other Statutory Payables 178,894,153 194,204,784
Advance Received From Clients 47,728,875 64,749,876
Book Overdraft 227,278,440 1,041,881,285
Payable on Acquisition of Capital Goods 6,626,472 6,645,958
Unpaid Dividend (Refer Note 24) 325,132 329,448
Security Deposits 5,335,060 14,346,215
Reserve for Unexpired Risk 1,384,510,239 631,259,301
Unallocated Premium 193,472,287 75,360,649
Balance Due to Other Insurance Companies 31,839,730 28,374,174
Margin From Clients 2,716,540,260 2,487,438,261
Premium Received in Advance 159,940,770 91,142,972
Claim Outstanding 306,920,348 170,450,096
Others 12,361,583,311 2,134,785,963
Total 55,711,907,951 47,703,592,731
Note: During the year ended March 31, 2015, unclaimed amount of application money held in escrow account with banks
in respect of Initial Public Offer by the Company in 2007 for `2,959,273 has been deposited by the respective banks under
instructions of the Company with Investor Education and Protection Fund account of the Central Government under Section
205 C of the Companies Act, 2013.
12 Short Term Provisions
As at As at
(a) Provision for Employee Benefits
-Gratuity 23,011,574 46,094,330
-Leave Encashment 73,677,413 67,125,349

As at As at
(b) Provisions as per NBFC Guidelines (Refer Note 12.1) 971,563,855 700,347,591
(c) Provision as per NHB Guidelines (Refer Note 12.2) 34,353,087 22,592,108
(d) Others
-Provision for Diminution in the Value of Assets Held for 129,852,723 151,979,610
Sale and Financial Assets
Total 1,232,458,652 988,138,988
12.1 Provision as per NBFC Guidelines

Particulars
Long term Short term Long term Short term
Provisions Against Total Total
Provision Provision Provision Provision
Standard Assets
- General Provision on
Standard Assets 736,135,133 638,701,531 97,433,602 743,196,645 663,418,021 79,778,624
(Refer Note 2(M)(iii))
- Provision on
Restructured Assets 525,709 122,975 402,734 - - -
(Refer Note 2(M)(v))
- Contingent Provision
on Standard Assets 363,317,161 284,145,133 79,172,028 296,546,468 251,338,206 45,208,262
(Refer Note 2(M)(iv))
Sub Standard, Doubtful and Loss Assets
- Provision on Non
Performing Assets 790,437,830 - 790,437,830 574,972,496 - 574,972,496
(Refer Note 2(M)(ii))
- Provision on
Restructured Assets 4,117,661 - 4,117,661 388,209 - 388,209
(Refer Note 2(M)(v))
Total 1,894,533,494 922,969,639 971,563,855 1,615,103,818 914,756,227 700,347,591
12.2 Provision as per NHB Guidelines (in case of Religare Housing Development Finance Corporation Limited)

Particulars
Long term Short Term Long term Short Term
Provisions Against Total Loans and Loans and Total Loans and Loans and
Advances Advances Advances Advances
Standard Assets*
General provision for
25,265,911 21,067,324 4,198,587 19,788,435 16,127,530 3,660,905
standard assets
Contingent provision
21,215,955 17,690,373 3,525,582 10,259,885 8,361,783 1,898,102
for standard assets


Particulars
Long term Short Term Long term Short Term
Provisions Against Total Loans and Loans and Total Loans and Loans and
Advances Advances Advances Advances
Sub Standard Assets*
-Housing Loans 12,378,674 - 12,378,674 3,038,065 - 3,038,065
-Non-Housing Loans 560,420 - 560,420 193,169 - 193,169
Doubtful Assets *
-Housing Loans 2,989,418 - 2,989,418 3,728,537 - 3,728,537
-Non-Housing Loans 193,169 - 193,169 1,945,590 - 1,945,590
Loss Assets*
-Housing Loans 10,507,237 - 10,507,237 8,127,740 - 8,127,740
-Non-Housing Loans - - - - - -
Total 73,110,785 38,757,697 34,353,087 47,081,421 24,489,313 22,592,108
* The classification of housing and other loans into standard, sub-standard, doubtful and loss assets have been disclosed at
gross value and the corresponding provision against non-performing assets has been included under provisions in accordance
with the Housing Finance Companies (NHB) Directions 2010 issued by National Housing Bank. Religare Housing Development
Finance Corporation Limited (“RHDFC”) voluntary maintains the general provision on standard assets to meet any foreseeable
potential losses.

13 Tangible Assets
166
Gross Block Depreciation Net Block
Particulars Balance as at Additions Acquired Deletions / Balance as Balance as at Depreciation Preacquistion Deletions / Balance as Balance as Balance as
April 1, 2014 during the during the Adjustments at March 31, April 1, 2014 for the year Adjustments at March 31, at March 31, at March 31,
year year for the year 2015 for the year 2015 2015 2014
Amount (`) Amount (`) Amount (`) Amount (`) Amount (`) Amount (`) Amount (`) Amount (`) Amount (`) Amount (`) Amount (`) Amount (`)
(a) Owned Assets
Land 57,121,109 - - - 57,121,109 - - - - - 57,121,109 57,121,109
Buildings 374,153,081 - - (9,292,140) 383,445,221 48,130,315 8,148,831 - (1,553,566) 57,832,712 325,612,509 326,022,766
Lease Hold
Improvements 508,316,118 11,104,915 - 30,328,868 489,092,165 366,387,151 28,277,049 - 30,667,644 363,996,556 125,095,609 141,928,967
Office
Equipments 518,767,774 49,674,003 - 60,941,011 507,500,766 393,881,895 54,702,327 - 26,653,129 421,931,093 85,569,673 124,885,879
Data
Processing
Machines 795,185,423 76,081,882 - 23,387,898 847,879,407 653,391,206 69,732,615 - (3,069,421) 726,193,244 121,686,163 141,794,217
Furnitures &
Fixtures 200,788,792 5,649,401 - 7,919,019 198,519,174 135,675,302 17,084,064 - 7,634,324 145,125,042 53,394,132 65,113,490
Vehicles 214,373,671 12,943,709 - 53,613,089 173,704,291 83,818,808 45,807,793 - 21,531,776 108,094,825 65,609,466 130,554,863
Sub Total (a) 2,668,705,968 155,453,910 - 166,897,745 2,657,262,133 1,681,284,677 223,752,679 - 81,863,886 1,823,173,472 834,088,661 987,421,291
(b) Leased Assets
Vehicles 19,170,124 32,560,277 - 3,368,520 48,361,881 1,915,449 8,803,819 - 797,488 9,921,780 38,440,101 17,254,675
Sub Total (b) 19,170,124 32,560,277 - 3,368,520 48,361,881 1,915,449 8,803,819 - 797,488 9,921,780 38,440,101 17,254,675
Total (a+b) 2,687,876,092 188,014,187 - 170,266,265 2,705,624,014 1,683,200,126 232,556,498 - 82,661,374 1,833,095,252 872,528,762 1,004,675,966
Previous Year 2,754,886,326 188,627,787 36,188,775 291,826,796 26,878,876,092 1,658,960,021 225,207,315 24,288,917 225,256,127 1,683,200,126 1,004,675,966
13.1 There are no adjustments to tangible assets on account of borrowing costs during the year.
13.2 There is no revaluation of tangible assets during the year.

13.3 Part of land is mortgaged as security for debenture holders.
14 Intangible Assets
Gross Block Amortisation Net Block

Particulars Balance as at Additions Acquired Deletions / Balance as Balance as at Amortisation Preacquistion Deletions / Balance as Balance as Balance as
April 1, 2014 during the during the Adjustments at March 31, April 1, 2014 for the year Adjustments at March 31, at March 31, at March 31,
year year for the year 2015 for the year 2015 2015 2014
Amount (`) Amount (`) Amount (`) Amount (`) Amount (`) Amount (`) Amount (`) Amount (`) Amount (`) Amount (`) Amount (`) Amount (`)
Owned Assets
Goodwill (on
Consolidation) 18,544,334,295 729,428,610 - (828,131,557) 20,101,894,462 166,586,853 - - 1,817,588 164,769,265 19,937,125,197 18,377,747,442
Computer
Softwares 987,977,060 191,472,134 - 85,747 1,179,363,447 631,368,670 136,494,048 - (8,593,356) 776,456,074 402,907,373 356,608,390
Goodwill (on
Amalgamation) 68,780,800 - - - 68,780,800 55,924,576 - - - 55,924,576 12,856,224 12,856,224
Goodwill (on
Business
Acquisition) 57,134,007 - - - 57,134,007 - - - - - 57,134,007 57,134,007
Total 19,658,226,162 920,900,744 - (828,045,810) 21,407,172,716 853,880,099 136,494,048 - (6,775,768) 997,149,915 20,410,022,801 18,804,346,063
Previous Year 17,824,990,012 240,267,790 85,026,351 (1,507,942,009) 19,658,226,162 698,488,480 115,362,795 67,193,759 27,164,935 853,880,099 18,804,346,063
14.1 There are no adjustments to intangible assets on account of borrowing costs during the year.
14.2 There is no revaluation of intangible assets during the year.
14.3 Pursuant to the provisions of the Companies Act 2013 (the Act), the Company has computed depreciation on fixed assets with reference to the estimated useful life of assets prescribed in
Schedule II to the Act or actual useful life of assets whichever is lower. In respect of the assets, where the useful life is completed as per the Act, the Written Down Value (WDV) as at April 1,
2014 has been adjusted in Surplus in Statement of Profit and Loss and in other cases the WDV as at April 1, 2014 is depreciated over the remaining life of the assets and recognised in the

Statement of Profit and Loss for the year ended March 31, 2015 due to change in estimates.
15 Capital Work - in - Progress
As at As at
Capital Work -in- Progress (Excluding Capital Advances) 21,963,667 8,032,522
Total 21,963,667 8,032,522
16 Intangible Assets under Development
As at As at
Softwares 17,077,664 109,692,082
Total 17,077,664 109,692,082
17 Non Current Investments
As at As at
Face March 31, 2015 March 31, 2014
Particulars Currency
Value
Numbers Amount (`) Numbers Amount (`)
Other than Trade Investments
(at cost)
(a) Investment in Subsidiary (partly
paid equity shares) (Unquoted)
Religare Capital Markets Limited* INR 15 81,550,000 3,855,500,000 81,550,000 3,855,500,000
(Refer Note 1(II)(E))
(b) Investment in Subsidiary (fully paid
preference shares) (Unquoted)
(Refer Note 1(II)(E) and Note 41(n))
(c) Investment in Subsidiary (partly
paid preference shares) (Unquoted)
(Refer Note 1(II)(E))
(d) Investment in Equity Instruments
(Quoted)
Karnataka Bank Limited INR 10 1,314,832 172,005,541 1,314,832 172,005,541
(e) Investment in Equity Instruments
(Unquoted)
Saraswat Co-operative Bank Limited INR 10 2,500 25,000 2,500 25,000
Equifax Credit Information Services INR 10 10,500,000 135,000,000 10,500,000 135,000,000
Private Limited
Netambit Infosource and E-Services INR 1 67,536 282,332,771 67,536 282,332,771
Private Limited*
Associate - Investment Professional USD - 420,000 112,975,062 420,000 108,562,142
Limited

As at As at
Face
Particulars Currency March 31, 2015 March 31, 2014
Value
Associate - ValueQuest Capital LLP INR 36,876,895 16,840,135
(Refer Note 17.1)
Associate - YourNest Capital Advisors INR 63,240 5,882,554 - -
Private Limited (Refer Note 17.1)
LAF (I,II& III) Fund (Refer Note 17.2) USD - 131,625 125,712
Others (Refer Note 17.3) - 1,422,031,658 652,569,080
MF Utilities India Private Limited INR 1 500,000 500,000 500,000 500,000
(Application Money)
(f) Investment in Preference Shares
(Unquoted)
Netambit Infosource and E-Services INR 100 40,952 4,095,200 20,476 2,047,600
Private Limited
(g) Investments in Government or Trust
Securities
Government Securities (Quoted)
8.27% GOI 2020 INR 100 500,000 51,124,247 - -
7.17% GOI 2015 INR 100 - - 500,000 49,566,856
8.19% GOI 2020 INR 100 1,500,000 150,193,579 1,500,000 150,233,608
8.07% GOI 2017 INR 100 500,000 50,197,898 500,000 50,285,559
8.13% GOI 2022 INR 100 500,000 49,601,515 500,000 49,548,237
8.15% GOI 2022 INR 100 500,000 50,029,729 500,000 50,033,857
7.83% GOI 2018 INR 100 500,000 50,119,953 500,000 50,159,540
8.79% GOI 2021 INR 100 500,000 52,280,791 500,000 52,625,793
8.20% GOI 2025 INR 100 500,000 52,693,193 500,000 52,949,922
8.19% GOI 2022 INR 100 500,000 50,059,660 - -
9.23% GOI - 23-Dec-2043 INR 100 150,000 14,967,423 50,000 5,039,431
Sec - 7 8.28% GOI (15/2/2032) INR 100 50,000 4,895,525 50,000 4,889,338
Sec - 7 GOI GOI 8.83%(12/12/2041) INR 100 106,300 10,960,227 106,300 10,972,587
Sec - 7 GOI GOI 8.12% 2020 INR 100 449,000 10,045,527 - -
Sec - 7 GOI GOI 8.30%(12/12/2042) INR 100 449,000 43,607,494 449,000 43,560,950
Sec 7 7.83% GOI - 11-Apr-2018 INR 100 155,000 15,560,177 - -
8.90% State Development Loan-Tamil INR 100 1,000,000 100,085,361 1,000,000 100,096,778
Nadu
7.95% SG KAR 2019 INR 100 170,000 16,946,611 170,000 16,934,332
8.93% State Development Loan- INR 100 150,000 15,227,563 150,000 15,257,174
Uttrakhand
8.27% State Government-Haryana INR 100 500,000 50,374,205 - -
9.07% State Govt. Kerala INR 100 500,000 50,150,867 - -
National Saving Certificate VIII
Issue (Unquoted)
National Saving Certificate VIII Issue INR 1,000 6 6,000 6 6,000
(Refer Note 17.4)
National Saving Certificate VIII Issue INR 10,000 3 30,000 3 30,000
(Refer Note 17.4)

As at As at
Face
Value
(h) Investments in Debentures or
Bonds
Debentures (Quoted)
9.46% PFC INR 100 - - 1,000,000 99,963,913
9.25% REC INR 100 500,000 49,997,589 500,000 49,996,588
9.25% PGC INR 100 - - 500,000 49,938,141
9.00% IDFC INR 100 50,000 5,000,000 50,000 5,000,000
9.00% IDFC INR 100 50,000 5,000,000 50,000 5,000,000
9.00% IDFC INR 100 - - 50,000 5,000,000
9.20% HDFC INR 100 200,000 20,032,329 200,000 20,045,142
9.25% Tata Sons Ltd. INR 100 500,000 49,455,180 - -
9.68% Tata Sons INR 100 500,000 49,933,513 500,000 49,905,490
9.87% Tata Sons INR 100 500,000 50,118,153 500,000 50,175,962
10.60% Shriram Transport INR 100 500,000 50,000,000 500,000 50,000,000
10.40% RPTL INR 100 1,000,000 103,185,704 1,000,000 103,691,368
9.61% Rural Electrification Corpn. Ltd. INR 100 500,000 50,434,010 - -
9.81% PFC INR 100 500,000 50,646,659 - -
0% Indiabulls HFL INR 100 400,000 42,517,404 - -
10.00% Indiabulls HFL INR 100 600,000 60,000,000 - -
9.40% RCAP INR 100 500,000 50,000,000 - -
9.55% HDFC INR 100 - - 1,000,000 100,000,000
9.63% LIC HSG INR 100 500,000 50,000,000 500,000 50,000,000
Eon Hadapsar Infrastructure Private INR 270,000 1,200 324,000,000 1,200 660,000,000
Limited (15% Secured Redeemable
Non-Convertible Debentures)
Indrajit Power Private Limited (14% INR 1,000,000 - - 250 234,000,000
Secured Redeemable Non-Convertible
Debentures)
9.75% RCAP INR 100 500,000 50,447,328 - -
9.69% LIC HSG INR 100 500,000 49,996,530 - -
9.45% LIC HSG INR 100 500,000 49,863,602 - -
9.45% NS Indiabulls HFL INR 100 400,000 40,000,000 - -
9.55% KMPL INR 100 1,000,000 100,000,000 - -
(i) Contribution to Funds (Unquoted)
Venture Capital Fund
Vistaar Religare Media Fund* INR 100 2,000,000 200,000,000 2,000,000 200,000,000
Other Funds
India Build Out-Fund-I INR 1,000 - - 250 250,000
(j) Investment in Pass Through
Certificates
IDBI Trusteeship Services Limited INR Multiple 27 313,340,712 27 313,340,712

As at As at
Face
Value
(k) Investment in Mutual Funds
(Quoted)
Union KBC Capital Perfection Oriented INR 10 - - 1,999,990 19,999,900
Fund-Series A
(l) Investment in Alternative
Investment Fund (Unquoted)
Religare Credit Investments Trust INR 100,000 2,756 1,300,000,000 - -
Total 21,436,482,570 19,400,011,165
* The Company has made provision for dimunition in value of its long term investments (Refer Note 7.1).
As at As at
Aggregate amount of :
-Quoted Investments 2,361,755,996 2,406,876,107
-Unquoted Investments 19,074,726,575 16,993,135,058
Total 21,436,482,570 19,400,011,165
Market Value of Quoted Investments 2,435,104,239 2,776,526,152
17.1 The Company, through Religare Global Asset Management Inc., holds 40% stake in Investment Professionals Limited,
Mauritius (“IPRO”).
As at As at
Investment in associate as on beginning of the year 108,568,148 93,485,410
Add: Share in the profit / (loss) of the associate during the year 2,482,757 7,008,033
Add: Share in the profit / (loss) of the associate of last year - 802,999
Less: Dividend declared / paid by associate during the year 3,365,222 1,591,043
Add: Exchange Fluctuation 5,289,385 8,862,749
Total 112,975,068 108,568,148
The Company, through RGAM Investment Advisers Private Limited, holds 26% stake in Valuequest Capital LLP.
As at As at
Investment in associate as on beginning of the year 16,840,135 -
Investment made in associate during the year 20,000,000 20,000,000
Add: Share in the profit / (loss) of the associate during the year 36,760 (3,409,865)
Add: Direct Expenses Capitalised during the year - 250,000
Total 36,876,895 16,840,135

The Company, through RGAM Investment Advisers Private Limited, holds 26% stake in YourNest Capital Advisors Private
Limited.
As at As at
Investment in associate as on beginning of the year - -
Investment made in associate during the year 5,122,440 -
Add: Share in the profit / (loss) of the associate during the year 760,114 -
Total 5,882,554 -
17.2 Investment in LAF fund is contribution into three general partners entities of three separate acquisition vehicles that are wholly
owned by Landmark Equity Advisors (LEA).
17.3 Investment in Others’ includes contribution to funds, managed by affiliates, through respective general partner entities.
17.4 Investments are held in the name of a director of subsidiary company as nominee `33,000 (March 31, 2014: `33,000) and
pledged with Gujarat and Rajasthan VAT Authorities.
18 Deferred Tax Asset (Net)
As at As at
Deferred Tax Liability
Difference between Book and Tax Depreciation - 12,804,211
Prepaid Expenses 36,408,449 43,174,412
Debenture Issue Expenses 18,322,068 42,671,523
Deduction under Section 36(1)(viii) of Income Tax Act, 1961 52,635,306 42,474,730
Others - 703,595
Total Deferred Tax Liability 107,365,823 141,828,471
Deferred Tax Asset
Difference between Book and Tax Depreciation 121,882,868 -
Accrued compensation to employee 8,497,500 3,609,893
Provision for Doubtful Debtors 44,491,792 2,626,792
Leave Encashment 21,871,048 10,791,627
Gratuity 1,071,802 893,601
Provision for Non Performing Assets 279,120,581 201,354,655
General Provision on Standard Assets 259,277,155 259,807,025
Contingent Provisions against Standard Assets 130,702,806 104,266,204
Provision for Diminution in Value of Investments and Non Banking 44,136,941 23,025,533
Financial Assets
Others 102,348 279,287
Total Deferred Tax Asset 911,154,841 606,654,617
Deferred Tax Asset (Net) 803,789,018 464,826,146
18.1 Deferred Tax Asset and Deferred Tax Liabilities have been offset as they relate to the same governing taxation laws.


19 Long Term Loans and Advances
As at As at
Loans & Advances as per NBFC / NHB Guidelines (Refer Note 25.1)
- To Related Parties 27,000,000 -
- To Others 98,398,265,092 68,584,588,597
Unsecured, considered good
(a) Capital Advances 3,602,751 2,214,178
(b) Security Deposits
- With Exchanges 43,279,270 46,704,878
- With Others 344,233,009 377,620,523
(c) Prepaid Expenses 241,171,335 751,896,203
(d) Advance payment of Taxes and Tax Deducted at Source 808,886,669 967,945,486
(Net of provision for Taxes of `2,951,083,531 (March 31, 2014:
`. 7,424,623,761))
(e) Loans & Advances recoverable in cash or in kind or for value to be 315,102,357 219,246,813
received
(f) Balance with Service Tax Authorities 73,039,425 70,136,781
Total 100,254,579,908 71,020,353,459
20 Other Non Current Assets
As at As at
Long Term Trade Receivables
Secured, considered good 153,944,326 110,665,734
Unsecured, considered good 20,640,196 65,413,964
Doubtful 136,517,500 98,073,942
Less: Provision for Doubtful Trade Receivables (136,517,500) (98,073,942)
174,584,522 176,079,698
Other Receivables 10,873 6,019,895
Interest Accrued 49,221,939 206,264,028
Due from a Joint Venture Partner (Refer Note 41 (e)) 5,520,238,091 4,995,767,331
Other Bank balances
- Fixed Deposit Account (Refer Note 24.1) 1,800,677,123 3,338,942,024
Total 7,544,732,548 8,723,072,976

21 Current Investments
As at As at
Face
Value
OTHER THAN LIFE INSURANCE
BUSINESS
(a) Investments in Mutual
Funds (Unquoted)
Religare Invesco Short Term INR 1,000 27,700 18,219,293 - -
Plan - Direct Plan Growth
Option
Religare Invesco Short Term INR 1,000 64,158 121,973,580 - -
Plan - Direct Plan Growth
Option
Religare Invesco Corporate INR 1,000 5,000 5,000,000 - -
Bond Opportunities Fund -
Direct Plan Monthly Dividend
Religare Invesco Credit INR 1,000 - - 202,770 206,440,895
Opportunities Fund - Direct
Plan Monthly Dividend
Religare Invesco Short Term INR 1,000 - - 109,270 114,918,538
Plan - Direct Plan Monthly
Dividend
Religare Invesco Active INR 1,000 601,434 999,776,447 - -
Income Fund (Direct Plan -
Growth)
Religare Invesco Liquid Fund INR 1,000 150 665,531 - -
- Direct Plan Daily Dividend
Religare Invesco Liquid INR 1,000 192,594 370,000,000 - -
Fund - Growth
Religare Invesco Liquid INR 10 3,133 6,000,000 4,324 6,500,000
Fund- Direct Plan- Growth
Religare Invesco Liquid INR 1,000 347,023 729,000,000 28,109 56,356,595
Fund- Direct Plan- Growth
Religare Invesco Mutual INR 100 50,472 97,100,000 28,366 50,023,317
Fund
Reliance Mutual Fund INR 1,000 - - 15,847 49,529,645
IDFC - SSIF Inv Plan Reg INR - - - 986,148
(G)
Religare Invesco Gilt Fund INR 1,000 73,987 113,538,607 - -
Long Duration Fund - Direct
Plan Growth Option
Religare Invesco Credit INR 1,000 53,499 856,06,682 - -
Opportunities Fund - Direct
Plan Growth Option

As at As at
Face
Value
Religare Liquid Fund - Inst INR 1,000 3,136 3,139,616 - -
-DDR
Religare Invesco Medium INR 1,000 40,612 58,013,097 - -
Term Bond Fund - Direct
Plan Monthly Dividend
IDBI Liquid Fund Regular INR 1,000 18,722 28,000,000 - -
Plan - Growth
Religare Ultra Short Term INR 1,000 62,749 121,554,755 - -
Fund
(Direct Plan Growth)
U.T.I Master Shares-500 INR - - 500 4,338
Units
Birla Mutual Fund INR 100 311,875 70,000,000 - -
Dws Insta Cash Plus Fund INR 100 2,758,505 500,000,000 3,003,957 500,000,000
(Direct Plan -Growth Option)
Reliance Liquid Fund INR - - - 192,082 600,000,000
(Treasury Plan - Direct Plan
- Growth)
Axis Mutual Fund (Liquid INR 1,000 161,506 250,000,000 352,003 500,000,000
Fund Direct Plan - Growth)
ICICI Prudential-OI INR 100 386,469 80,000,000 - -
Kotak Liquid - Plan A (Liquid INR 1,000 88,204 250,000,000 - -
Fund Direct Plan-Growth)
Sundaram Money Fund INR 10 8,484,643 250,000,000 - -
(Growth)
JM High Liquidity Fund INR 10 52,545,364 2,000,000,000 - -
(Retail Plan - Growth-
Growth)
Union KBC Capital INR 10 1,999,990 19,999,900 - -
(Protection Oriented Fund-
Series A)
Indiabulls Liquid Fund - INR 1,000 220,858 300,000,000 - -
Growth
India Bulls Real Estate INR 1,358 73,619 100,000,000 - -
Limited - Plan Growth

As at As at
Face
Value
IDBI Liquid Fund - Growth INR 1,494 2,00,798 300,000,000 - -
Indiabulls Liquid Fund INR 1,000 1,840,484 2,500,000,000 - -
(Liquid Fund - Growth)
UTI Mutual Fund INR 1,000 30,539 69,999,999 9,520 20,022,441
(b) Investments in Bonds / CD
(Quoted)
9.00% IDFC INR 100 50,000 5,000,000 50,000 5,000,000
9.44% IDFC INR 100 - - 1,000,000 100,000,000
9.46 PFC INR 100 1,000,000 99,997,175 - -
9.55% HDFC INR 100 500,000 50,000,000 - -
9.25% PGC INR 100 500,000 49,973,754 - -
IFCI Limited** INR 1,000,000 - - 338 321,843,600
Yes Bank Limited INR 1,000,000 - - 1,189 1,189,000,000
Reliance Gas Transportation INR 1,000,000 - - 400 423,823,414
Infrastructure Limited
Neelachal Ispat Nigam INR 1,000,000 - - 665 665,000,000
Limited
Punjab National Bank INR 100,000 - - 10,000 915,657,000
8.23%-Rural Electrification INR 1,000,000 100 100,000,000 - -
Corporation Ltd.-2025
8.10%-Indian Railway INR 1,000 50,000 55,646,318 - -
Finance Corporation Ltd.-
2027
2028
2022
8.30%-Power Finance INR 1,000 200,000 225,838,989 - -
8.12%-Rural Electrification INR 1,000 200,000 228,061,737 - -
2023
7.77%-Indian Railway INR 1,000,000 2,500 271,531,134 - -
2026

As at As at
Face
Value
7.40% - India Infrastructure INR 1,000 330,000 342,357,695 - -
Finance Company
Limited-2033
7.93%-Rural Electrification INR 1,000 431,238 476,893,510 - -
8.15%-Power Grid INR 1,000,000 50 49,864,945 - -
Corporation of India Ltd.-
2020
8.15%-Power Grid INR 1,000,000 100 99,237,691 - -
2025
8.15%-Power Grid INR 1,000,000 100 98,918,191 - -
2030
Indrajit Power Private Limited INR 840,000 92 77,280,000 - -
(c) Investments in Bonds
(Unquoted)
Bagadia Properties Private INR 500,000 - - 192 96,000,000
Limited
Good Earth Eco INR 100,000 - - 1,000 100,000,000
Developments Private
Limited
J M Housing Limited INR 188,981 320 60,473,893 320 298,453,888
Coffee Day Consolidations INR 1,000,000 200 200,000,000 250 250,000,000
Private Limited
Raheja Developers Limited INR 1,000,000 - - 500 500,000,000
Ild Millenium Private Limited INR 1,000,000 - - 250 250,000,000
Jalgaon Investments Private INR 1,000,000 - - 500 500,000,000
Limited
Blue Blends (India) Limited INR 1,000,000 - - 430 430,000,000
(d) Investment in Trust
Securities (Unquoted)
Religare Health Trust 6,501,000 265,131,939 2,886,000 113,804,507
Milestone Army Trust-Class INR 11 11,752 - -
B units
(e) Government Securities
91 DTB 16/04/2015 INR 100 500,000 49,830,966 - -
7.17% GOI 2015 INR 100 500,000 49,927,001 - -

As at As at
Face
Value
(f) Contribution to Funds
(Unquoted)
India Build Out -Fund- I INR 441 490,546 - -
-Class B units
India Build Out- Fund- I INR 1,000 39,424 39,424,417 77,067 77,066,898
(g) Commercial Papers
CP-Indiabulls Real Estate INR 500,000 2,000 971,261,000 - -
Ltd.
(h) Investments In Security
Receipts
ACRE-2014–15-VI–Trust INR 2,550 100,000 255,000,000 - -
Total 15,031,572,490 8,340,431,224
LIFE INSURANCE
BUSINESS*
(i) Investments- Policy
Holders and Share Holders
(a) Investment in Equity INR 38,824,085 13,181,741
Shares
(b) Investments in INR 1,436,243,965 988,550,747
Government or Trust
Securities
(c) Investments in INR 718,035,473 416,356,054
Debentures or Bonds**
(d) Investments in Mutual INR 141,719,600 136,616,877
Funds
Total (i) 2,334,823,123 1,554,705,419
(ii) Assets to Cover Linked
Liabilities
(a) Investment in Equity INR 2,442,812,365 2,227,544,827
Shares
(b) Investments in INR 1,175,523,224 532,357,713
Government or Trust
Securities
(c) Investments in INR 910,236,967 1,156,607,904
Debentures or Bonds
(d) Investments in Mutual INR 294,784,160 233,187,764
Funds
Total (ii) 4,823,356,716 4,149,698,208
Total ((i) + (ii)) 7,158,179,839 5,704,403,627
Grand Total 22,189,752,329 14,044,834,851
* The investment represents 44% share of the total investment of Joint Venture. For the purpose of including in consolidated
investment schedule, the information is limited to the value of share of the Company without considering the unit/script wise
details.
** Amount is net of Inter Company transaction.

As at As at
-Quoted Investments 10,950,371,261 9,077,303,619
-Unquoted Investments 11,239,381,068 4,967,531,233
Total 22,189,752,329 14,044,834,851
Market Value of Quoted Investments 11,097,572,430 9,488,502,013
22 Inventories
As at As at
(a) Closing Stock of Commodities 625,516,261 548,142,344
(b) Closing Stock of Art Works 178,289 206,862
(c) Closing Stock of Digital Signature Certificate ("DSC") Tokens 1,034,441 632,244
(Refer Notes 2(O) and 41(l))
Total 626,728,991 548,981,450
23 Trade Receivables
As at As at
Trade receivables outstanding for a period less than six months
from the date they are due for payment
Secured, considered good 4,140,544,596 4,125,850,775
Unsecured, considered good 1,370,909,897 512,585,701
Unsecured, considered doubtful 20,000,000 -
Less: Provision for doubtful debts (20,000,000) -
5,511,454,493 4,638,436,476
Trade receivables outstanding for a period exceeding six months
from the date they are due for payment
Secured, considered good 83,422,325 49,264,579
Unsecured, considered good 291,811,548 60,496,811
Unsecured, considered doubtful - 623,070
Less: Provision for doubtful debts - (623,070)
375,233,873 109,761,390
Total 5,886,688,366 4,748,197,866

24 Cash and Bank Balances
As at As at
(a) Cash and Cash Equivalents
- Cash in hand 13,082,349 10,318,420
- Cheques and Stamp Papers on hand 161,408,707 62,039,059
- Balances with Banks in Current Account 9,997,027,381 12,201,487,163
- Balances with Banks in Fixed Deposits Account (Refer Note 24.1) 73,500,000 210,200,000
(Upto 3 months maturity from the date of acquisition)
10,245,018,437 12,484,044,642
(b) Other Bank Balances
- Fixed Deposits Account (Upto 12 months maturity from the date of 5,509,843,716 4,964,890,618
acquisition; maturity more than 12 months but within one year from
the balance sheet date and Upto 3 months maturity from the date of
acquisition which is under lien.)
(Refer Note 24.1)
- Other* 325,132 41,089,727
Total 15,755,187,285 17,490,024,987
*Other Bank Balances includes restricted bank balances amounting to `325,132 (March 31, 2014 `41,089,727) in restricted
Accounts which are not available for use by the company. The restrictions are primarily on account of balances in escrow
accounts for capital commitment, receivables against interest obligations and unclaimed dividend for past years.
24.1
Particulars As at March 31, 2015 As at March 31, 2014
Kept as Free from Kept as Free from
Fixed Deposits with Banks Total Total
Security (*) any Lien Security (*) any Lien
- Upto 3 months maturity from the date of 73,500,000 - 73,500,000 210,200,000 - 210,200,000
Acquisition
Sub Total (A) 73,500,000 - 73,500,000 210,200,000 - 210,200,000
- Upto 3 months maturity from the date of - - - 2,500,000 2,500,000 -
Acquisition
- Upto 12 months maturity from the date 879,116,401 835,329,147 43,787,254 1,957,571,808 1,871,499,471 86,072,337
of Acquisition
- Maturity more than 12 months but within 4,630,727,315 4,245,086,183 385,641,132 3,004,818,810 2,851,471,037 153,347,773
one year from the Reporting Date
Sub Total (B) 5,509,843,716 5,080,415,330 429,428,386 4,964,890,618 4,725,470,508 239,420,110
Shown as Current Assets (A+B) 5,583,343,716 5,080,415,330 502,928,386 5,175,090,618 4,725,470,508 449,620,110
- Maturity more than 12 months but after 1,800,677,123 1,223,074,143 577,602,980 3,338,942,024 3,319,042,024 19,900,000
one year from 12 months from Reporting
Year
Shown as Non- Current Assets (C) 1,800,677,123 1,223,074,143 577,602,980 3,338,942,024 3,319,042,024 19,900,000
Total (A+B+C) 7,384,020,839 6,303,489,473 1,080,531,366 8,514,032,642 8,044,512,532 469,520,110

* Details of Fixed Deposits kept as security
As at As at
(a) Margin money or security against Guarantee
- Pledged with Banks for Guarantees Taken 3,262,924,001 3,090,680,860
- Pledge with Banks for Overdraft Facility 527,921,072 1,573,379,189
(b) Margin money or security against other Commitment
- Security with Tax Authorities /for License 59,096,120 890,000
- Pledge with Securities Exchanges as Margin 1,469,651,995 1,214,114,757
- Pledge with Banks for LC facility availed by third parties 65,000,000 115,814,840
- Pledge with Banks for Assignment of Loans 870,414,878 2,039,478,898
- Other Legal Cases 1,826,903 1,389,240
- Submitted to Stock Exchange for arbitration cases 5,129,504 6,739,748
- Margin for Trading 39,500,000 -
- Others 2,025,000 2,025,000
Total 6,303,489,473 8,044,512,532
25 Short Term Loans and Advances
As at As at
(a) Loans and Advances as per NBFC / NHB Guidelines (Refer
Note 25.1)
- To Related Parties 2,223,660,126 2,038,805,712
- To Others 50,113,346,912 48,071,065,856
(b) Loans and Advances to Related Parties 232,453,768 51,180,467
(c) Security Deposits 62,945,373 19,274,436
(d) Prepaid Expenses 669,263,809 743,128,446
(e) Loans and Advances Recoverable in Cash or in Kind 2,876,066,922 1,431,695,570
(f) Advance Payment of Taxes and Tax Deducted at Source 120,228,360 57,585,134
(Net of Provision for Taxes of `6,589,752,757 (March 31, 2014:
`160,665,619))
(g) Margin with Exchanges 228,100,422 46,515,496
(h) Balances with Service Tax and VAT Authorities 166,267,719 255,969,106
(i) Advance to Religare Employee SAR Trust - 260,999
Total 56,692,333,411 52,715,481,222

25.1 Loans and Advances as per NBFC / NHB Guidelines

Long Term Loans and Short term Loans and

Advances Advances Long Term Loan and Short Term Loan and
Particulars Advances Advances
Total Total
Annual Report 2015

Loans and Loans and Loans and Loans and
Other Other Other
Advances Advances Advances Advances Other Loans
Loans and Loans and Loans and
to Related to Related to Related to Related and Advances
Advances Advances Advances
Parties Parties Parties Parties
a. Secured,
Considered Good
Standard Assets 125,325,011,942 27,000,000 93,724,639,626 8,080,208 31,565,292,108 97,356,949,777 - 65,168,687,065 200,306,849 31,987,955,863
Sub Standard 2,772,347,190 - - - 2,772,347,190 1,458,507,458 - - - 1,458,507,458
Assets
Doubtful Assets 409,866,013 - - - 409,866,013 188,666,185 - - - 188,666,185
Loss Assets 62,117,102 - - - 62,117,102 158,854,865 - - - 158,854,865
Total 128,569,342,247 27,000,000 93,724,639,626 8,080,208 34,809,622,413 99,162,978,285 - 65,168,687,065 200,306,849 33,793,984,371
b. Unsecured,
Considered Good
Standard Assets 22,121,647,217 - 4,673,625,466 2,215,579,918 15,232,441,833 19,430,881,465 - 3,415,901,532 1,838,498,863 14,176,481,070
Sub Standard 41,998,580 - - - 41,998,580 62,519,980 - - - 62,519,980
Assets
Doubtful Assets 28,803,611 - - - 28,803,611 36,474,746 - - - 36,474,746
Loss Assets 480,475 - - - 480,475 1,605,689 - - - 1,605,689
Total 22,192,929,883 - 4,673,625,466 2,215,579,918 15,303,724,499 19,531,481,880 - 3,415,901,532 1,838,498,863 14,277,081,485
c. Total Assets
Standard Assets 147,446,659,159 27,000,000 98,398,265,092 2,223,660,126 46,797,733,941 116,787,831,242 - 68,584,588,597 2,038,805,712 46,164,436,933
Sub Standard 2,814,345,770 - - - 2,814,345,770 1,521,027,438 - - - 1,521,027,438
Assets
Doubtful Assets 438,669,624 - - - 438,669,624 225,140,931 - - - 225,140,931
Loss Assets 62,597,577 - - - 62,597,577 160,460,554 - - - 160,460,554
Total 150,762,272,130 27,000,000 98,398,265,092 2,223,660,126 50,113,346,912 118,694,460,165 - 68,584,588,597 2,038,805,712 48,071,065,856
181
25.2 Loans and Advances given by Non-Banking Financial Companies (NBFC) of the group companies:
(i) (a) Secured Loans given are secured by either tangible fixed assets like Vehicles, Property, Plant and Equipments or
Tradable and Listed Securities held by NBFC group companies in its depository accounts or by way of pledge of
shares held in the depository account of the clients for which Power of Attorneys (“PoA”) are held by it.
(b) Secured and Unsecured loans are further classified into Standard, Sub-Standard, Doubtful and Loss assets in
accordance with the Non- Banking Financial Companies Prudential Norms (Reserve Bank) Directions, 2007
issued by Reserve Bank of India after considering subsequent recoveries. Non-Performing Assets are recognised
at gross level as short term, and the corresponding provision for Non-Performing Assets is grouped under short
term provisions.
(c) Receivables for finance leases have been classified as secured standard assets under Loans in the books of
account.
(ii) Gross value of Non Performing Assets is classified as ‘Current Assets’ under the head ‘Short Term Loans and Advances’
based on following assumptions:
(a) Since RFL is an NBFC, it is governed by the provisions of Reserve Bank of India Act 1934. Accordingly provisions
of section 129(1) read with section 1(4) of the Companies Act 2013 override the requirements of Revised Schedule
VI requirements.
(b) Even though a portion of interest/installment is overdue exceeding 90/180 days as per the prudential norms, the
entire balance outstanding after reversing unrealised interest is classified as Non -Performing Assets.
25.3 Loans and Advances given by Housing Finance Company of the group companies viz. Religare Housing Development
Finance Corporation Limited (RHDFCL):
(i) Housing and Non-Housing loans are secured, wholly by any or all of the following as applicable to the category under
which they fall:
(a) Equitable mortgage of Property and / or
(b) Assignment of life insurance policies and / or
(c) Bank guarantees, corporate guarantees or personal guarantee and / or
(d) Negative lien and / or
(e) Undertaking to create a security.
(ii) Secured and Unsecured loans are further classified into Standard, Sub Standard, Doubtful and Loss assets in
accordance with the Housing Finance Companies (“NHB”) Directions, 2010 issued by National Housing Bank after
considering subsequent recoveries. Non-Performing Assets are recognised at gross level as short term, and the
corresponding provision for Non-Performing Assets is classified under short term provisions.
(iii) Gross value of Non-Performing Assets is classified as ‘Current Assets’ under the head ‘Short Term Loans and Advances’
based on the following assumptions:
(a) Since RHDFCL is a Housing Finance Company, it is governed by the provision of the National Housing Bank Act,
1987. Accordingly, the provisions of section 129(1) read with section 1(4) of the Companies Act, 2013 override the
requirements of Revised Schedule III.
(b) Even though a portion of interest/installment is overdue exceeding 90 days as per the prudential norms, the entire
balance outstanding after reversing unrealised interest is classified as Non -Performing Assets.

26 Other Current Assets
As at As at
Interest Accrued 641,909,132 599,041,007
Assets Acquired in Satisfaction of Debts and Receivables 784,299,895 670,042,138
Outstanding Premiums 106,727,875 56,907,027
Other Receivables 203,422,280 230,588,140
Assets Held for Sale 142,906,882 614,548,411
Less: Provision for Doubtful Receivables (877,473) (1,645,350)
Total 1,878,388,591 2,169,481,373
27 Revenue From Operations
Year Ended Year Ended

Income From Broking Operations 2,999,443,950 2,363,117,931
Income From Lending Activities 20,609,701,671 18,679,728,632
Income From Investment Management and Advisory Fees 8,980,144,415 6,569,731,639
Income From Advisory Services 118,210,771 89,595,472
Income From Insurance Premium (Net of Premium on re-insurance ceded) 3,839,825,191 2,656,890,683
Income From Other Operating Activities
Interest Income From Fixed Deposits with Banks 660,188,340 752,887,143
Interest Income From Delayed Payments 495,960,725 296,807,266
Income From Arbitrage and Trading of Securities and Derivatives (Net) 1,000,205,299 677,441,881
Profit on Assignment of Loans 12,000,366 30,359,235
Income From Non-Current Investments
Profit on Sale/Redemption of Investments (Net) 22,465,426 241,588,121
Dividend Income 14,689,746 3,723,974
Interest Income 416,469,383 297,103,168
Others 4,383,562 -
Income From Current Investments
Profit on Sale/Redemption of Investments (Net) 1,208,486,150 589,701,620
Dividend Income 45,169,040 40,302,874
Interest Income 618,474,315 149,028,856
Total 41,045,818,350 33,438,008,495

28 Other Income

Balances Written Back (Net) / Bad Debts and Loans written off Recovered 302,330,520 435,076,985
Reversal of Earlier years Provision for Doubtful Debts/ Expenses / NPAs 11,711,514 91,699,836
Transfer / Gain on revaluation / change in fair value 140,375,275 248,007,545
Rental Income 45,233,306 75,374,969
Interest Income on
Inter Corporate Loans 31,229,989 21,406,918
Fixed Deposits with Banks 105,490,889 88,842,308
Others 95,348,759 60,615,445
Profit on Sale of Capital Work In Progress 7,483,000 39,252,500
Profit On Sale Of Assets Acquired In Satisfaction Of Debt (Net) 9,315,390 24,213,242
Miscellaneous Income 79,622,574 194,506,564
Total 828,141,216 1,278,996,312
29 Employee Benefits Expense

Salaries, Allowances and Bonus 7,450,040,795 5,821,830,037
Contribution to Provident and Other Funds 188,833,932 158,088,252
Gratuity 29,170,570 50,325,886
Staff Welfare Expenses 307,375,198 340,370,952
Training and Recruitment Expenses 69,188,471 77,113,273
Total 8,044,608,966 6,447,728,400

30 Finance Costs

Interest on:
- Fixed Term Loans
Debentures 3,151,878,377 4,282,063,575
Term Loans form Banks 9,979,552,221 9,095,613,870
Inter Corporate Loans 130,576,036 85,543,231
- Others
Bank Overdrafts 5,214,037 24,779,220
Client Margins 71,751,581 65,557,391
Others 79,824,510 12,520,475
Discount on Commercial Papers and Commercial Papers Issue Expenses 2,110,532,612 1,511,487,462
Debenture Issue Expenses 475,344,295 226,618,002
Loan Processing Charges 330,669,381 321,287,305
Bank Guarantee Commission atnd Other Charges 185,187,868 156,459,510
Total 16,520,530,918 15,781,930,041
30.1 There are no finance costs arising on account of exchange gain differences on account of foreign borrowings.
31 Depreciation and Amortization

Depreciation - Tangible Assets 232,556,498 225,207,315
Amortization - Intangible Assets 136,494,048 115,362,795
Total 369,050,546 340,570,110
32 Other Expenses

Commission and Brokerage 1,554,044,142 1,187,015,870
Transaction Charges 190,971,686 153,006,301
Custodial and Stamp Charges 147,030,011 93,103,023
Bad Debts and Loans Written Off 1,171,198,449 1,398,861,344
Provision for Non Performing Assets 228,790,612 -
General Provision on Standard assets 16,959,254 8,859,699
Contingent Provision on Standard Assets 71,420,685 15,161,537
Provision for Diminution in Value of Investments / Bullions (Net) 143,000,000 67,498,183
Provision for Diminution In Value of Stock - 4,500,000
Provision for Diminution in the Value of Assets Acquired in Settlement of 62,110,642 9,056,240
Debts
Provision for Doubtful Debts 60,728,008 64,542,420


Software Expences 100,715,611 96,767,712
Membership and Subscription Fees 112,791,549 105,020,903
Change in Valuation of Liability in Respect of Life Policies 1,515,752,169 1,052,543,396
Claims and Other Benefits Paid 1,898,034,891 1,418,299,260
Rent 609,926,813 583,748,431
Insurance 21,619,410 23,095,502
Rates and Taxes, excluding taxes on income 61,662,660 82,826,503
Communication Expenses 232,505,021 213,180,146
Printing and Stationary 100,089,308 68,485,908
Postage and Courier 68,488,775 47,591,886
Electricity Expenses 133,014,466 119,723,602
Legal and Professional (Including Audit Fees) 822,501,329 677,034,784
Support Services Expenses 705,262,681 696,635,211
Office Expenses 86,407,138 88,178,299
Advertisement, Business Promotion and Entertainment 1,394,484,959 848,799,832
Travelling and Conveyance Expenses 345,748,932 236,625,684
Bank Charges 56,974,564 57,895,595
Repairs and Maintenance
- Buildings / Lease Hold Improvements 50,488,887 43,569,426
- Others 114,922,326 93,386,561
Loss on account of Error Trades (Net) 314,602 263,164
Payment to Auditors (Refer Note 32.1) 19,832,560 19,426,953
Filing Fees 17,651,668 10,558,560
Information Technology and Related Expenses 2,784,878 1,628,315
Loss on Sale of Fixed Assets (Net) 18,158,635 48,535,608
Loss on Sale of Bullion and Art Works (Refer Note 32.3) 30,597,166 17,545,068
Loss on Sale of Assets Acquired in Settlement of Debts 258,300 2,399,578
Storage and Warehouse Charges 112,357,816 66,108,149
Service Tax Expense 110,800,880 112,581,326
Corporate Social Responsibility Expenses (Refer Note 32.2) 1,918,200 -
Miscellaneous Expenses 219,856,505 165,466,751
12,612,176,188 9,999,526,730
Less: Net Expenditure of Joint Venture Recoverable (Refer Note 41(e)) 524,470,760 483,787,255
Total 12,087,705,428 9,515,739,475

32.1 Payment to Auditors

As Auditor:
Audit Fees 13,173,000 12,087,000
Tax Audit Fees 2,068,000 2,093,000
In other Capacity:
Fees For Other Services 2,361,399 2,243,500
For Reimbursement of Expenses 2,230,161 3,003,453
Total 19,832,560 19,426,953
32.2 The CSR Committee of the Board of respective company where CSR is applicable has approved two projects equivalent to
the CSR expenses required to be incurred under section 135 of Companies Act, 2013 amounting to `60,138,772. Couple of
subsidiaries of the Company, has spent an amount of `19,18,200 till March 31, 2015. The group companies intends to spend
the balance amount alongwith CSR expense as applicable for financial year 2015-16 in the next year.
32.3 Year Ended Year Ended
Sale of Bullion and Art Works 13,724,748,261 10,977,385,890
Less: Purchase of Bullion and Art Works 13,832,719,343 11,393,778,406
Less: Changes in Inventories of Bullion and Art works (77,373,916) (398,847,448)
Profit / (Loss) for the year (30,597,166) (17,545,068)
33 Earnings Per Equity Share
(ia) Profit / (Loss) for the year 1,537,937,659 (692,943,422)
Less: Dividend on Cumulative Preference Shares (34,150,000) (72,152,600)
Less: Provision for Dividend Distribution Tax on Cumulative (6,992,213) (12,262,334)
Preference Shares Dividend
Profit / (Loss) available for Equity Shareholders 1,496,795,447 (777,358,356)
(ib) Adjustment for Diluted Profit / (Loss)
Add: Interest Cost on Compulsory Convertible Debentures - 648,489,017
Less: Tax Saving on Interest Cost on Compulsory Convertible Debentures - (8,784,007)
Diluted Profit / (Loss) available for Equity Shareholders 1,496,795,447 (137,653,346)
(iia) Weighted average number of equity Shares for Basic EPS (Nos) 174,878,516 149,528,735
Add: Adjustments on Weighted Average Number of Potential Equity Shares
# On account of Employees Stock Option 90,613 83,390
# On account of Compulsory Convertible Debentures - 12,817,331
(iib) Weighted average number of equity Shares for Diluted EPS (Nos) 174,969,129 162,429,456
(iii) Nominal value of each fully paid up equity share 10 10
(iv) Earnings Per Shares
Basic (`) 8.56 (5.20)
Diluted (`) 8.55 (5.20)

(34) Additional Information, as required under Schedule III to the Companies Act, 2013, of enterprises consolidated as Subsidiary /
188
Associates / Joint Ventures.
Net Assets (Total Assets minus Total Liabilities) Share in Profit or (Loss)
As a % of As a % of As a % of As a % of
Consolidated Net Amount (`) Consolidated Net Amount (`) Consolidated Amount (`) Consolidated Amount (`)
Name of the Entity
Assets Assets Profit or (Loss) Profit or (Loss)
As at As at As at As at As at As at As at As at
March 31, 2015 March 31, 2015 March 31, 2014 March 31, 2014 March 31, 2015 March 31, 2015 March 31, 2014 March 31, 2014
(1) (2) (3) (2) (3) (4) (5) (4) (5)
Parent*
Religare Enterprises Limited 62.83% 24,560,846,042 65.41% 20,852,184,101 -67.30% (1,035,067,880) 186.88% (1,294,979,861)
Subsidiaries - Indian*
Religare Finvest Limited 60.81% 23,770,562,613 71.29% 22,725,174,543 166.97% 2,567,817,846 -312.69% 2,166,745,551
Religare Securities limited 11.52% 4,503,409,072 13.48% 4,298,133,935 14.84% 228,302,389 -26.58% 184,158,105
Religare Commodities Limited (subsidiary 1.43% 557,645,497 1.91% 607,743,345 -3.18% (48,856,453) -3.61% 25,031,286
of Religare Securities Limited)
Religare Housing Development Finance 3.95% 1,545,720,769 4.38% 1,396,323,216 9.72% 149,464,174 -12.75% 88,363,438
Corporation Limited (subsidiary of
Religare Finvest Limited)
Religare Advisory Services Limited 0.00% - 0.00% 674,359 0.00% (72,002) 0.02% (128,566)
(subsidiary of Religare Venture Capital
Limited)
Religare Finance Limited 0.06% 24,640,993 0.07% 23,303,422 0.09% 1,339,897 -0.23% 1,559,733
Religare Arts Initiative Limited -0.01% (4,076,668) 0.00% (496,505) -0.23% (3,496,865) 1.58% (10,924,938)
Vistaar Religare Capital Advisors Limited 0.00% - 0.00% - 0.00% - 0.13% (911,117)
Religare Arts Investment Management 0.10% 40,979,832 0.12% 37,781,682 0.21% 3,198,150 -0.33% 2,281,420
Limited
(subsidiary of RGAM Investment Advisers
Private Limited)
Religare Invesco Trustee Company 0.00% 1,468,645 0.00% 415,805 0.07% 1,052,841 0.01% (82,444)
Private Limited (subsidiary of Religare
Securities Limited)
Religare Share Brokers Limited 0.06% 22,413,112 0.07% 21,062,691 0.09% 1,350,415 -0.15% 1,062,285
REL Infrafacilities Limited -0.68% (265,039,699) -0.45% (142,864,200) -6.64% (102,070,046) 13.53% (93,782,351)
Religare Health Insurance Company 3.19% 1,248,094,374 3.90% 1,242,028,682 -64.54% (992,585,505) 114.91% (796,259,788)
Limited
Religare Invesco Asset Management 1.80% 704,926,905 1.17% 372,347,797 0.82% 12,579,106 12.44% (86,208,550)
Company Private Limited (subsidiary of
the Company through Religare Securities
Limited to extand of 46.49% and RGAM
Investment Advisers Private Limited to
extand of 4.51%.)
Religare Portfolio Managers and Advisors 0.15% 58,784,074 0.22% 71,384,397 -2.03% (31,254,150) 2.38% (16,464,307)
Private Limited (subsidiary of RGAM
Religare Venture Capital Limited 0.49% 190,606,941 0.36% 114,471,583 5.54% 85,216,552 -6.70% 46,428,343
(subsidiary of RGAM Investment Advisers
Private Limited)
Religare Comtrade Limited (subsidiary of 0.63% 247,231,313 0.56% 177,397,644 4.54% 69,833,669 -7.74% 53,625,801
Religare Commodities Limited)
Northgate Capital Asia (India) Limited 0.05% 21,410,118 0.07% 20,734,335 0.04% 675,783 -0.11% 734,318

Consolidated Net Amount (`) Consolidated Net Amount (`) Consolidated Amount (`) Consolidated Amount (`)
Name of the Entity
Assets Assets Profit or (Loss) Profit or (Loss)
(1) (2) (3) (2) (3) (4) (5) (4) (5)
Religare Investment Advisors Limited 0.03% 11,527,564 0.05% 16,792,159 -0.34% (5,264,595) -0.29% 1,997,866
Annual Report 2015

Religare Capital Markets (India) Limited 0.00% 212,648 0.00% 242,960 0.00% (30,313) 0.00% (33,698)
RGAM Investment Advisers Private 25.28% 9,881,623,446 26.47% 8,439,484,563 0.35% 5,346,223 -0.15% 1,016,684
Limited*
Religare Commodity Broking Private 0.03% 12,094,479 0.04% 11,621,902 0.03% 472,577 -0.08% 535,013
Limited
Religare Wealth Management Limited 0.17% 67,138,730 0.22% 70,366,377 -2.39% (36,729,207) 15.92% (110,342,245)
Religare Credit Advisors LLP (have two -0.10% (38,887,867) 0.01% 2,902,545 -6.75% (103,791,412) -0.42% 2,902,545
Private Limited (96%) and Religare
Venture Capital Limited (1%))
Argil Advisors LLP (formerly known as 0.01% 2,393,269 0.00% - -0.17% (2,607,731) 0.00% -
Cerestra Capital Advisors LLP) (have two
Private Limited(99%) and Religare
Venture Capital Limited (1%))
Religare Heal Fund Advisors LLP 0.00% 2,000 0.00% - 0.00% - 0.00% -
Subsidiaries - Foreign
Religare Global Asset Management Inc.* 29.39% 11,488,610,097 28.16% 8,977,501,599 57.96% 891,439,155 -33.83% 234,450,349
Northgate Capital, LLP -0.52% (205,103,838) -0.81% (259,277,043) 24.40% 375,245,282 -88.57% 613,753,739
Northgate Capital, LLC 0.60% 236,180,237 0.71% 227,643,604 12.31% 189,362,169 -1.32% 9,116,864
Northgate Capital Asia Limited, Hongkong 0.04% 13,718,572 0.04% 11,609,232 0.10% 1,519,854 -0.52% 3,588,851
Northgale Mexico Capital S. de R. L. de 0.07% 27,763,768 0.07% 23,658,615 0.19% 2,936,088 -0.33% 2,266,155
C V, Maxico formerly known as (NGEM
Mexico S. de R. L. de C V)
Landmark Partners, LLC (Consolidated) 5.21% 2,037,047,522 4.05% 1,291,722,886 206.23% 3,171,613,098 -241.96% 1,676,623,409
Religare Health Trust Trustee Manager 0.16% 62,271,990 -0.08% (25,499,312) 5.99% 92,048,483 -7.30% 50,564,284
Pte. Limited (subsidiary of RGAM
Minority Interest in all subsidiaries -5.62% (2,195,600,052) -7.08% (2,255,365,299) -108.92% (1,675,197,664) 138.96% (962,928,954)
Associates (Investment as per equity

method) - Indian
Valuequest Capital LLP (associate of 0.09% 36,876,896 0.05% 16,840,135 0.00% 36,760 0.49% (3,409,865)
RGAM Investment Advisers Private
Limited)
YourNest Capital Advisors Private Limited 0.02% 5,882,554 0.00% - 0.05% 760,114 0.00% -
(associate of RGAM Investment Advisers
Private Limited)
Associates (Investment as per equity

method) - Foreign
Investment Professionals Limited 0.29% 112,975,068 0.34% 108,568,148 0.16% 2,482,757 -1.01% 7,008,033
(associate of Religare Global Asset
Management Inc.)
189
190
Consolidated Net Amount (`) Consolidated Net Amount (`) Consolidated Profit Amount (`) Consolidated Amount (`)
Name of the Entity
Assets Assets or (Loss) Profit or (Loss)
(1) (2) (3) (2) (3) (4) (5) (4) (5)
Joint Ventures (As per proportionate

consolidation) - Indian
IBOF Investment Management Private 0.15% 59,162,566 0.17% 53,827,559 0.35% 5,341,816 -1.40% 9,673,398
Limited (joint venture of Religare Venture
Capital Limited)
AEGON Religare Life Insurance Company 2.02% 788,270,411 2.26% 721,084,110 -34.10% (524,470,760) 69.82% (483,787,255)
Limited
Net Goodwill (All on standalone 51.01% 19,937,125,198 57.65% 18,377,747,442 0.00% - 0.00% -
companies reported above)
Intercompany elimination and other -154.73% (60,482,777,567) -174.90% (55,752,031,911) -114.44% (1,760,002,956) 290.96% (2,016,186,953)
consolidated adjustments
Total 100.00% 39,088,131,624 100.00% 31,877,241,103 100.00% 1,537,937,659 100.00% (692,943,422)
*Net Assets are reported at gross value less value of investment in associates.
Note: For list of the Companies that have not been consolidated in the consolidated financial statements please refer to second table and para under that table of Note
No 1(ii) (E).

35 Contingent Liabilities
As at As at
(a) Claims against the Group not acknowledged as debts 523,597,229 551,316,018
(b) Guarantees*
- Guarantees given to the bankers by the Company / subsidiaries / 181,000,000 43,426,081
joint ventures
- Bank Guarantees given by the bankers on behalf of the Company 5,405,523,590 5,086,076,120
/ subsidiaries / joint ventures
- Other Bank Guarantees 11,754,000 12,274,000
(c) Other money for which the company is contingently liable
- Disputed Income Tax demands not provided for 1,122,110,767 628,029,197
- Disputed Service Tax demand not provided for 122,948,186 169,795,944
- Disputed Value Added Tax ("VAT") demand not provided for 733,387,977 308,183,398
- Disputed Provident Fund ("PF") demand not provided for 12,280,866 12,275,058
- Collateral for assignment of receivables 1,183,754,320 2,323,385,981
- Underwriting commitments / obligations for shares/ debentures / 5,277,273,827 6,154,130,963
Letter of Comfort
- Contingent liability for commitments made for acquisition of 595,448,600 588,698,500
companies
Total 15,169,079,362 15,877,591,260
* Certain guarantees have been disclosed at net outstanding value instead of face value.
Note: Contingent liabilities denominated in foreign currency have translated in rupees using closing exchange rate.
36 Commitments
As at As at
Estimated amount of contracts remaining to be executed and not 20,487,947 381,325,031
(a)
provided for
(b) Other commitments
- Undisbursed Sanctioned Loans 5,212,792,463 6,428,953,293
- Contribution in Funds 543,098,000 550,000,000
Total 5,776,378,410 7,360,278,324
Note: Commitments denominated in foreign currency have translated in rupees using closing exchange rate.

37 Information about business and geographical segments:

Primary Segment
(a) The business segment has been considered as the primary segment for disclosure. The Company’s primary business
comprises of ‘Broking in securities and commodities’, ‘Interest on Loans’, Financial Advisory Services’, ‘Custodial and
Depository Operations’, ‘Portfolio Management Services’, AMC JV and Life Insurance JV. The business segments have
been identified considering the nature of services, the differing risks and returns, the organization structure and the
internal financial reporting system.
(b) Segment revenue, results, assets and liabilities have been accounted for on the basis of their relationship to the
operating activities of the segment and amounts allocated on a reasonable basis.
(c) Revenue and expenses directly attributable to segments are reported under each reportable segment. Expenses
incurred on behalf of other segments and not directly identifiable to each reportable segment have been allocated to
each segment on the basis of associated revenues of each segment. All other expenses which are not attributable or
allocable to segments have been disclosed as unallocable expenses.
(d) Assets (including fixed assets) and liabilities that are directly attributable to segments are disclosed under each
reportable segment. Common assets have been allocated to each segment on the basis of associated revenues of
each segment. Common liabilities have been allocated to each segment on the basis of total segment expense. All
other assets and liabilities are disclosed as unallocable.
If the segment result of a segment includes interest or dividend income, its segment assets include the related
receivables, loans, investments, or other interest or dividend generating assets.
If the segment result of a segment includes interest expense, its segment liabilities include the related interest-bearing
liabilities.

Information about Primary Business Segment (Amount `)
PARTICULARS Investment Financial Broking Related Custodial / Insurance AMC Unallocated TOTAL
and Financing Advisory Activities Depository
Activities Services Operations
(i) Segment Revenue
External Revenue 23,309,735,515 88,961,738 3,684,175,807 282,485,297 5,235,925,621 9,110,411,368 106,223,795 41,817,919,141
(21,087,963,866) (14,541,139) (3,055,117,171) (236,016,371) (3,448,541,519) (6,712,424,545) (109,223,729) (34,663,828,340)
Inter -Segmental Revenue - - (6,148,110) 6,148,110 - - - -
Annual Report 2015

- - -(4,658,402) (4,658,402) - - - -
Add: Interest/Dividend Income 56,040,425
(53,176,467)
Total Revenue 23,309,735,515 88,961,738 3,678,027,698 288,633,406 5,235,925,621 9,110,411,368 106,223,795 41,873,959,566
(21,087,963,866) (14,541,139) (3,050,458,769) (240,674,773) (3,448,541,519) (6,712,424,545) (109,223,729) (34,717,004,807)
(ii) Segment Results 3,331,115,507 (139,733,437) (117,929,488) 96,757,101 (1,075,632,780) 2,999,340,190 (279,450,782) 4,814,466,311
(2,035,442,616) (71,108,772) (137,057,523) (113,756,871) (978,628,954) (1,017,174,987) (105,978,402) (1,873,600,823)
Less: Interest expense 18,443,028
(48,564,042)
Income Taxes (Current, Deferred and Fringe Benefit Tax) 1,642,208,016
(1,558,649,417)
Profit / -Loss after tax 3,209,855,692
(266,387,364)
(iii) Segment Assets 194,526,063,304 174,676,318 13,005,758,717 224,494,830 17,913,905,692 26,120,743,629 - 251,965,642,490
(163,088,678,683) (118,328,345) (9,066,224,537) (204,398,972) (14,453,324,742) (22,105,583,779) (209,036,539,058)
Unallocated Corporate Assets 2,424,613,421 2,424,613,421
(2,215,473,070) (2,215,473,070)
Total Assets 194,526,063,304 174,676,318 13,005,758,717 224,494,830 17,913,905,692 26,120,743,629 2,424,613,421 254,390,255,911
(163,088,678,683) (118,328,345) (9,066,224,537) (204,398,972) (14,453,324,742) (22,105,583,779) (2,215,473,070) (211,252,012,128)
(iv) Segment liabilities 176,699,618,469 127,639,511 10,401,564,173 149,394,013 11,828,520,283 14,662,964,286 - 213,869,700,735
(146,642,008,640) (53,643,399) (6,596,232,509) (122,572,536) (8,818,526,229) (15,351,947,825) (177,584,931,138)
Unallocated Corporate Liabilities 1,432,423,552 1,432,423,552
(1,789,839,887) (1,789,839,887)
Total liabilities 176,699,618,469 127,639,511 10,401,564,173 149,394,013 11,828,520,283 14,662,964,286 1,432,423,552 215,302,124,287
(146,642,008,640) (53,643,399) (6,596,232,509) (122,572,536) (8,818,526,229) (15,351,947,825) (1,789,839,887) (179,374,771,025)
(v) Capital Expenditure 53,380,506 9,893,045 61,058,540 5,260,388 161,087,883 - 69,000 290,749,362
(46,216,552) (2,425,144) (62,390,939) (222,410) (84,481,857) (67,340,992) (25,236,973) (288,314,867)

(vi) Depreciation/Amortization 85,458,590 2,859,114 49,392,606 1,346,362 101,456,132 50,608,727 77,929,015 369,050,546
(68,504,868) (1,272,911) (58,562,774) (437,312) (77,642,975) (44,961,659) (89,187,611) (340,570,110)
(vii) Non Cash Expenditure other than Depreciation 1,562,199,244 808,529 112,707,868 23,888,368 - 1,378,583 12,189,426 1,713,172,018
(2,174,040,376) (8,392,659) (42,508,427) (16,982,773) (11,858,093) (16,116,473) (19,845,427) (2,289,744,228)
193
Figures in brackets and in italics represent Previous Year.
Geographical Segment
The Company reports its operations under the following geographical segments:
Domestic Operations comprise of activities having operations in India.
Foreign Operations comprise of activities outside India.
Geographical Segment results are given below:
March 31, 2015 March 31, 2014

Description
Revenue
Domestic operations 33,586,623,287 28,908,703,335
Foreign Operations 8,287,336,279 5,808,301,472
Total 41,873,959,566 34,717,004,807
Carrying Amount of Segment Assets
Domestic operations 229,315,362,065 189,962,888,400
Foreign Operations 25,074,893,846 21,289,123,728
Total 254,390,255,911 211,252,012,128
38 Disclosure as per Accounting Standard 19 - Lease Accounting :
(A) Assets taken on Operating Lease
(i) The group companies have taken office premises on operating lease at various locations. The Agreements
are executed for a period ranging between 1 to 9 years.
(ii) The future minimum lease rentals for non-cancellable leases outstanding are as under:
As at As at
Minimum Lease Rentals March 31, 2015 March 31, 2014
Within 1 year 260,336,052 507,185,454
Later than 1 period and not later than 5 years 520,007,116 759,918,916
Later than 5 years 342,320 18,515,455
(iii) Rent payments are recognised in the Statement of Consolidated Profit & Loss under ‘Rent’ in Note No. 32 Of
“Other Expenses”.
(B) Assets taken on Financial Lease
(i) Details of assets taken under finance lease are as under:
As at As at
Total of future minimum lease payments 50,484,547 24,136,553
Present value of lease receipts 39,110,531 18,459,004
Un-matured finance charges 11,374,015 5,677,549


(ii) Maturity Profile of future minimum lease payments:
March 31, 2015 March 31, 2014
Within 1 year 15,071,991 6,078,343
Later than 1 year and not later than 5 years 35,412,556 18,058,210
Later than 5 years - -
Total 50,484,547 24,136,553
(iii) Maturity Profile of present value of lease payments:
March 31, 2015 March 31, 2014
Not later than 1 year 10,251,838 3,875,683
Later than 1 year and not later than 5 years 28,858,693 14,583,321
Total 39,110,531 18,459,004
39 Related Party Disclosures:
Nature of Relationship Name of Party

a) Individual Owning Direct or Indirect Interest and
Voting Power that Given Them Control
Mr. Anhad Parvinder Singh
Mr. Kabir Parvinder Singh
Mr. Malvinder Mohan Singh
Mr. Shivinder Mohan Singh
Mr. Surath Singh
Mr. Udayveer Parvinder Singh
Mr. Vivan Parvinder Singh
Ms. Aditi Shivinder Singh
Ms. Japna Malvinder singh
Ms. Nimmi Singh
Ms. Nimrita Parvinder Singh
Ms. Nanaki Parvinder Singh
Ms. Nandini Parvinder Singh
b) Joint Ventures of the Company/Subsidiaries
Aegon Religare Life Insurance Company Limited
IBOF Investment Management Private Limited
(formerly known as Quadria Investment Management
Private Limited)
c) Key Management Personnel and Relatives
Mr. Sunil Godhwani


Mr. Shachindra Nath
Mr. Anil Saxena
Mr. Basab Mitra
Mr. Kavi Arora
Mr. Anuj Gulati
Mr. Deepak Joshi
Mr. Gautam Kainth
Ms. Aditi Basu
Mr. Nalin Nayyar
Mr. Jayant Manglik
Mr. Nitin Jain
Mr. T.S. Anantkrishnan
Ms. Kanchan Jain
Mr. Neeraj Sharma
Mr. P.N.Vijay
Mr. Sachin Batra
Mr. Saurabh Nanavati
Mr. Suhrid Roy
Ms. Harjit Grewal
Ms. Sanjana Manglik
Ms. Veena Sushil Manglik
d) Enterprises over which Key Management and
Relatives are able to exercise Significant Influence
with whom transactions have taken place
A-1 Book Company Private Limited
ANR Securities Private Limited (formerly known as
ANR Securities Limited)
Bindas Realtors Private Limited
Dion Global Solutions Limited
Escorts Heart Institute & Research Centre Limited
Escorts Hospitals and Research Centre Limited
Finserve Shared Services Limited
Fortis C-Doc Healthcare Limited
Fortis Clinical Research Limited
Fortis Health Management Limited
Fortis Health Management North Limited
Fortis Healthcare Holdings Private Limited
Fortis Healthcare Limited
Fortis Healthstaff Limited
Fortis Hospital Limited
Fortis Hospital Management Limited
Fortis Hospotel Limited


Fortis Malar Hospitals Limited
Green Biofuels Farms Private Limited
HealthFore Technologies Limited
Hiranandai Healthcare Privare Limited
Hospitalia Eastern Private Limited
International Hospital Limited
Invesco Asset Management (Japan) Limited
Invesco Hong kong Limited
Ligare Aviation Limited
Ligare Training Academy Limited (formerly known as
Religare Aviation Training Academy Limited)
Ligare Travels Limited
Ligare Voyages Limited
Lowe Infra and Wellness Private Limited
Luxury Farms Private Limited
Malav Holdings Private Limited
Oscar Investments Limited
R C Nursery Private Limited
Religare Art Fund (Pratham) - Trust
RHC Finance Private Limited
RHC Financial Services (Mauritius) Limited
RHC Holding Private Limited
RHC IT Solutions Private Limited
RWL Healthworld Limited (formerly known as Religare
Wellness Limited)
Shimal Research Laboratories Limited
Shivi Holding Private Limited
SRL Diagnostics Private Limited
SRL Limited
Todays Holdings Private Limited
Ranchem Private Limited (formerly known as
Ranchem Limited)
(e) Subsidiaries/ Fellow Subsidiaries / Subsidiaries of
fellow Subsidiaries Companies
Religare Capital Markets (Hong Kong) Limited
Religare Capital Markets Corporate Finance Pte.
Limited
Religare Capital Markets Inc.
Religare Capital Markets Limited
(f) Associates
Value Quest Capital LLP
Investment Professional Limited
YourNest Capital Advisors Private Limited

Following transactions were carried out with related parties in the ordinary course of business
Amount (`)
RP Year Ended Year Ended
Nature of Transactions Name of the Related Party
Type March 31, 2015 March 31, 2014
FINANCING TRANSACTIONS
Inter Corporate Loans Taken Finserve Shared Services Limited d - 135,000,000
Oscar Investments Limited d 2,875,000 -
RHC Financial Services (Mauritius) - 598,630,000
d
Limited
RHC Holding Private Limited d 577,500,000 1,244,850,000
Inter Corporate Loans Taken Total 580,375,000 1,978,480,000
Inter Corporate Loans Repaid Finserve Shared Services Limited d - 135,000,000
Oscar Investments Limited d 14,544,801 193,330,199
R C Nursery Private Limited d - 8,808,061
RHC Holding Private Limited d 667,350,000 1,236,000,000
Inter Corporate Loans Repaid Total 681,894,801 1,573,138,260
Inter Corporate Loans Given ANR Securities Private Limited d 3,411,500,000 1,533,500,000
Dion Global Solutions Limited d - 190,000,000
HealthFore Technologies Limited d - 397,000,000
Ligare Aviation Limited d - 813,800,000
Ligare Voyages Limited d - 1,773,300,000
Oscar Investments Limited d 10,517,500,000 5,314,300,000
Ranchem Private Limited d 4,225,000,000 -
Religare Capital Markets Limited e 10,380,500,000 1,165,000,000
RHC Holding Private Limited d 2,000,000,000 7,086,000,000
RWL Healthworld Limited d - 101,000,000
Inter Corporate Loans Given Total 30,534,500,000 18,373,900,000
Inter Corporate Loans Received Back ANR Securities Private Limited d 2,692,389,123 2,149,513,290
HealthFore Technologies Limited d 103,711,926 1,391,000,000
Ligare Aviation Limited d 786,800,000 766,327,997
Ligare Training Academy Limited d - 10,100,000
Ligare Voyages Limited d 1,063,300,000 1,737,099,999
Lowe Infra and Wellness Private - 470,800,000
d
Limited
Oscar Investments Limited d 10,471,030,959 5,314,300,000
Religare Capital Markets Limited e 10,375,500,000 1,167,617,538
RHC Holding Private Limited d 2,000,000,000 7,086,000,000
RWL Healthworld Limited d 81,000,000 81,000,000
Inter Corporate Loans Received Back 30,348,732,008 20,565,383,821
Total
Redemption of Debentures Mr. Kavi Arora c 400,000 -
Redemption of Debentures Total 400,000 -

Amount (`)
Redemption of Preference Share RHC Finance Private Limited 1,731,148,840 -
d
Capital
RHC Holding Private Limited d 2,611,530,102 -
Redemption of Preference Share Capital 4,342,678,942 -
Total
Working Capital Loan Given Dion Global Solutions Limited d 50,750,000 -
IBOF Investment Management 70,000,000 -
b
Private Limited
Working Capital Loan Given Total 120,750,000 -
Working Capital Loan Received Back Dion Global Solutions Limited d 50,750,000 -
Working Capital Loan Received Back 50,750,000 -
Total
INVESTMENTS TRANSACTIONS
Purchase of Bonds / Commercial Papers RHC Holding Private Limited d 3,887,424,450 1,984,812,000
Purchase of Bonds / Commercial 3,887,424,450 1,984,812,000
Papers Total
Sale of Bonds / Commercial Papers Oscar Investments Limited d - 996,097,000
RHC Holding Private Limited d - 1,000,000,000
Sale of Bonds / Commercial Papers - 1,996,097,000
Total
Subscription/Investment to Equity Aegon Religare Life Insurance 15,400,000 470,800,000
Shares/ Preference Shares/ Share Company Limited b
Application Money by the Company
Religare Capital Markets Limited e - 806,000,000
Subscription/Investment to Equity 15,400,000 1,276,800,000
Shares/ Preference Shares/ Share
Application Money by the Company
Total
Subscription/Investment to Equity Value Quest Capital LLP 20,000,000 20,000,000
f
Application Money by subsidiary of the
Company
YourNest Capital Advisors Private 5,122,440 -
f
Limited
Subscription/Investment to Equity 25,122,440 20,000,000
Application Money by subsidiary of the
Company Total
OTHER RECEIPTS AND PAYMENTS
Security Deposits Received Mr. Sunil Godhwani c 600,000 -
Security Deposits Received Total 600,000 -
Security Deposits Repaid Mr. Sunil Godhwani c 600,000 -
Security Deposits Repaid Total 600,000 -
Purchase of Fixed Asset Dion Global Solutions Limited d - 71,917,701

Amount (`)
Finserve Shared Services Limited d 24,000 17,804,007
Religare Capital Markets Limited e 5,533,861 756,837
Purchase of Fixed Asset Total 5,557,861 118,911,383
Sale of Bullion Finserve Shared Services Limited d - 48,486
Sale of Bullion Total - 48,486
Insurance Claims Payment Aegon Religare Life Insurance - 174,585
b
Company Limited
Escorts Heart Institute & Research 2,398,278 1,018,618
d
Centre Limited
Escorts Hospitals and Research - 2,633,686
d
Centre Limited
Fortis C-Doc Healthcare Limited d 177,431 74,642
Fortis Clinical Research Limited d - 138,609
Fortis Health Management Limited d 7,270 -
Fortis Health Management North - 7,761,907
d
Limited
Fortis Healthcare Limited d 3,986,212 995,773
Fortis Hospital Limited d 24,291,970 13,329,693
Fortis Malar Hospitals Limited d 1,178,679 1,453,427
Hiranandai Healthcare Privare 1,166,536 1,512,157
d
Limited
International Hospital Limited d 409,257 -
RHC Holding Private Limited d 618,168 727,907
SRL Limited d 5,117,834 2,785,381
Insurance Claims Payment Total 39,351,635 32,606,385
Premium Received in Advance / Cash Aegon Religare Life Insurance 445,108 865,382
b
Deposit Company Limited
Dion Global Solutions Limited d 367,813 317,963
Finserve Shared Services Limited d 405,639 2,045,169
Fortis Clinical Research Limited d 39,061 33,443
HealthFore Technologies Limited d 32,311 384,384
Ligare Voyages Limited d 130,849 114,479
Religare Capital Markets Limited e 483,968 603,879
RHC IT Solutions Private Limited d 102,632 19,046
RWL Healthworld Limited d 51,697 95,634
SRL Limited d - 70,383
Premium Received in Advance / Cash 2,059,078 4,549,762
Deposit Total
Receipt of Premium Aegon Religare Life Insurance 16,731,851 -
b
Company Limited
Dion Global Solutions Limited d 4,733,579 2,797,981
Finserve Shared Services Limited d 2,461,796 5,311,724

Amount (`)
Ligare Voyages Limited d 2,055,605 1,828,547
Mr. Anuj Gulati c 9,978 -
Religare Capital Markets Limited e 2,171,961 3,041,033
SRL Limited d - 13,048,777
Receipt of Premium Total 29,138,117 31,123,034
Medical Charges SRL Limited d 151,379 222,273
Medical Charges Total 151,379 222,273
Refund of Premium HealthFore Technologies Limited d 363,965 -
Mr. Anuj Gulati c 1,105 -
RHC Holding Private Limited d 86,290 -
Refund of Premium Total 451,360 -
Sale of Fixed Assets Finserve Shared Services Limited d 51,144 1,224,081
Religare Capital Markets Limited e 33,000 1
Sale of Fixed Assets Total 84,144 1,224,082
Reimbursement to Other Companies Aegon Religare Life Insurance - 3,420,432
b
Against Staff Loans Company Limited
Finserve Shared Services Limited d - 4,558,053
Reimbursement to Other Companies - 7,978,485
Against Staff Loans Total
Reimbursement of Advances to Other Finserve Shared Services Limited (48,049) -
d
Company
Religare Capital Markets Limited e (28,807) (567,217)
Reimbursement of Advances to Other (76,856) (567,217)
Company Total
Sale of Portfolio Green Biofuels Farms Private - 568,661,767
d
Limited
Sale of Portfolio Total - 568,661,767
Advisory Fees Paid Invesco Asset Management (Japan) 1,079,494 1,532,224
d
Limited
Invesco Hong kong Limited d 15,666,877 9,050,984
Advisory Fees Paid Total 16,746,371 10,583,208
Advance Received against Income YourNest Capital Advisors Private 3,000,000 -
f
Limited
Advance Received against income 3,000,000 -
Total
INCOME
Brokerage Earned Dion Global Solutions Limited d - 60
Oscar Investments Limited d 26,265 40,549

Amount (`)
Brokerage Earned Total 285,606 555,580
Depository Charges A-1 Book Company Private Limited d 1,300 1,850
ANR Securities Private Limited d 1,500 1,898
Bindas Realtors Private Limited d 900 1,150
Dion Global Solutions Limited d 3,200 4,300
Fortis Health Management Limited d 900 1,150
Fortis Healthcare Holdings Private 16,306 17,944
d
Limited
Fortis Healthcare Limited d 2,530 3,380
Fortis Healthstaff Limited d 1,300 1,850
Fortis Hospital Limited d 2,950 3,550
Fortis Hospital Management Limited d 6,900 9,200
Fortis Malar Hospitals Limited d 900 1,150
Hospitalia Eastern Private Limited d 900 750
International Hospital Limited d 1,500 1,850
Luxury Farms Private Limited d 1,400 1,850
Malav Holdings Private Limited d 3,170 5,156
Mr. Anhad Parvinder Singh a 900 1,100
Mr. Basab Mitra c - 105
Mr. Kabir Parvinder Singh a 900 1,100
Mr. Malvinder Mohan Singh a 2,362 2,256
Mr. Nitin Jain c 400 -
Mr. Shivinder Mohan Singh a 2,260 2,058
Mr. Udayveer Parvinder Singh a 900 1,100
Mr. Vivan Parvinder Singh a 900 1,200
Ms. Aditi Shivinder Singh a 1,532 3,030
Ms. Japna Malvinder singh a 962 1,430
Ms. Nanaki Parvinder Singh a 300 300
Ms. Nandini Parvinder Singh a 400 -
Ms. Nimmi Singh a 900 1,100
Ms. Nimrita Parvinder Singh a 900 1,100
Ms. Sanjana Manglik c 400 400
Ms. Veena Sushil Manglik c 860 956
Oscar Investments Limited d 3,140 4,962
Religare Capital Markets Limited e 13,312 17,233
RHC Finance Private Limited d 4,370 4,520
Shimal Research Laboratories 934 750
d
Limited

Amount (`)
Shivi Holding Private Limited d 2,402 2,686
SRL Diagnostics Private Limited d 900 1,150
SRL Limited d 2,100 2,650
Todays Holdings Private Limited d 800 1,100
Depository Charges Total 99,160 122,240
Interest Income on Inter Corporate Loans ANR Securities Private Limited d 129,828,151 84,135,281
HealthFore Technologies Limited d 2,545,915 81,609,751
Ligare Training Academy Limited d - 464,877
Ligare Voyages Limited d 11,419,551 149,995,579
Lowe Infra and Wellness Private - 74,502,488
d
Limited
Oscar Investments Limited d 107,049,497 93,963,772
Ranchem Private Limited d 156,197,579 -
RHC Holding Private Limited d 2,493,151 15,412,617
RWL Healthworld Limited 5,663,671
SRL Limited d 869,918 5,653,315
Interest Income on Inter Corporate 468,634,675 653,837,717
Loans Total
Interest Earned on Working Capital Loan Dion Global Solutions Limited d 761,250 -
IBOF Investment Management 145,833 -
b
Private Limited
Interest Earned on Working Capital 907,083 -
Loan Total
Other Finaning Income IBOF Investment Management 705,000 -
b
Private Limited
Other Finaning Income Total 705,000 -
Commission Income Aegon Religare Life Insurance 4,170,411 8,768,731
b
Company Limited
Commission Income Total 4,170,411 8,768,731
Advisory Income YourNest Capital Advisors Private 711,997 -
f
Limited
Advisory Income Total 711,997 -
Income From Fund Management Fees Religare Art Fund (Pratham) - Trust d - 400,764
Income From Fund Management Fees - 400,764
Total
Income from Client referral Services Aegon Religare Life Insurance 274,089 197,103
b
Company Limited
Income from Client referral Services 274,089 197,103
Total
Lease Rental Income Ligare Aviation Limited d - 10,374,444

Amount (`)
Lease Rental Income Total - 10,374,444
Allocation of Expenses to other Dion Global Solutions Limited 179,591 346,727
d
Companies
Fortis Health Management Limited d 6,170,641 4,717,025
IBOF Investment Management 5,847 511,424
b
Private Limited
Ligare Aviation Limited d 27,589 -
Ligare Travels Limited d - 69,921
Mr. Surath Singh a - 819
Religare Capital Markets Limited e 2,827,396 -
RHC IT Solutions Private Limited d 2,649,814 2,734,068
RWL Healthworld Limited d - 13,580
Allocation of Expenses to other 161,911,361 558,597,594
Companies Total
Expenses Reimbursement by other Dion Global Solutions Limited 2,815,174 27,680,363
d
Companies
IBOF Investment Management - 500,000
b
Private Limited
Religare Art Fund (Pratham) - Trust d - 118,144
Religare Capital Markets (Hong - 111,414
e
Kong) Limited
Religare Capital Markets Corporate - 4,432
e
Finance Pte. Limited
SRL Limited d - 32,630
Expenses Reimbursement by other 342,845,254 614,694,171
Companies Total
(Refund) / Recovery of Excess Mr. Sunil Godhwani (12,730,000) 76,061,538
c
Remuneration Paid
(Refund) / Recovery of Excess (12,730,000) 76,061,538
Remuneration Paid Total
Dividend Income Investment Professional Limited f 3,309,772 -
Dividend Income Total 3,309,772 -
EXPENSES
Interest Incurred on Debentures Aegon Religare Life Insurance 9,075,000 9,075,000
b
Company Limited
Mr. Kavi Arora c 73,967 99,474
Mr. Shivinder Mohan Singh a 6,125,000 9,800,000

Amount (`)
Ms. Harjit Grewal c 220,500 220,500
Interest Incurred on Debentures Total 15,494,467 19,194,974
Interest Paid on Inter Corporate Loan Finserve Shared Services Limited d - 636,712
Oscar Investments Limited d 469,171 15,670,159
R C Nursery Private Limited d - 188,228
RHC Financial Services (Mauritius) 48,239,979 21,020,105
d
Limited
Interest Paid on Inter Corporate Loan 53,156,020 57,533,200
Total
Remuneration to Key Management Mr. Sunil Godhwani
c
Personnel
Mr. Shachindra Nath c
Mr. Anil Saxena c
Mr. Anuj Gulati c
Mr. Deepak Joshi c
Mr. Gautam Kainth c
Ms. Aditi Basu c
Mr. Jayant Manglik c
Mr. Basab Mitra c
240,309,613 203,835,187
Mr. Nitin Jain c
Mr. Kavi Arora c
Ms. Kanchan Jain c
Mr. Nalin Nayyar c
Mr. Neeraj Sharma c
Mr. P.N.Vijay c
Mr. Sachin Batra c
Mr. Saurabh Nanavati c
Mr. Suhrid Roy c
Mr. T.S. Anantkrishnan c
Remuneration to Key Management 240,309,613 203,835,187
Personnel Total
Commission Expense Religare Capital Markets Limited e - 9,134,000
Commission Expense Total - 9,134,000
Lease Rental Expenses RHC Holding Private Limited d 2,819,700 1,980,000
Lease Rental Expenses Total 2,819,700 1,980,000
Allocation of Expenses by other Finserve Shared Services Limited 658,155,438 668,703,153
d
Companies
Allocation of Expenses by other 658,155,438 668,703,153
Companies Total
Expenses Reimbursement to other Aegon Religare Life Insurance 9,696,000 3,070,000
b
Companies Company Limited
Dion Global Solutions Limited d 9,154,291 1,898,630

Amount (`)
Fortis Hospital Limited d - 7,492
HealthFore Technologies Limited d 34,094 1,260,796
Ligare Travels Limited d 26,025,452 20,050,788
Religare Capital Markets (Hong 19,447,396 -
e
Kong) Limited
e
Value Quest Capital LLP f - 298,091
Expenses Reimbursement to other 415,919,244 256,418,844
Companies Total
Travelling Expense Ligare Travels Limited d 68,072,569 70,527,188
Travelling Expense Total 68,072,569 70,527,188
Support Service Expense Finserve Shared Services Limited d 2,897,527 1,211,849
Religare Capital Markets Limited e 10,000 -
Support Service Expense Total 2,907,527 1,211,849
Technical and Professional Expenses Dion Global Solutions Limited d 1,579,932 12,400
HealthFore Technologies Limited d - 8,220
Technical and Professional Expenses 1,579,932 20,620
Total
Annual Maintenance Charges etc. Dion Global Solutions Limited d 8,738,384 10,090,167
Annual Maintenance Charges etc. 8,738,384 10,090,167
Total
Software Development charges and IT Dion Global Solutions Limited 1,530,024 3,505,868
d
Service Charges
Software Development charges and IT 1,530,024 3,505,868
Service Charges Total
Consultancy Fees Mr. Surath Singh a 5,617,848 60,407
Consultancy Fees Total 5,617,848 60,407
OUTSTANDING BALANCES
PAYABLES
Inter Corporate Loans Payable Oscar Investments Limited d - 11,669,801
d
Limited
RHC Holding Private Limited d - 89,850,000
Inter Corporate Loans Payable Total 626,788,000 700,149,801
Debentures Outstanding Aegon Religare Life Insurance 75,000,000 75,000,000
b
Company Limited
Mr. Kavi Arora c 400,000 800,000

Amount (`)
Mr. Shivinder Mohan Singh a 50,000,000 80,000,000
Ms. Harjit Grewal c 1,800,000 1,800,000
Debentures Outstanding Total 127,200,000 157,600,000
Interest Payable on Inter Corporate Oscar Investments Limited - 139,341
d
Loans
d
Limited
RHC Holding Private Limited d - 2,591,855
Interest Payable on Inter Corporate 70,818,393 23,084,616
Loans Total
Interest Payable on Debentures Aegon Religare Life Insurance - 9,075,000
b
Company Limited
Mr. Kavi Arora c 125,009 99,474
Mr. Shivinder Mohan Singh a - 9,800,000
Ms. Harjit Grewal c - 220,500
Interest Payable on Debentures Total 125,009 19,194,974
Other Payables Dion Global Solutions Limited d 433,302 1,904,666
Finserve Shared Services Limited d 5,296,425 141,187
HealthFore Technologies Limited d - 141,786
Invesco Asset Management (Japan) 179,499 1,379,001
d
Limited
Ligare Aviation Limited d - 1,003,417
Ligare Travels Limited d 71,979 3,055,246
Religare Capital Markets (Hong 4,339,412 -
e
Kong) Limited
e
Religare Capital Markets Limited e 934,210 1,830,980
RHC Holding Private Limited d 40,223,851 -
Value Quest Capital LLP f - 180,111
Other Payables Total 51,552,678 9,711,450
Security Deposits Payable Dion Global Solutions Limited d - 6,930,000
Security Deposits Payable Total 229,785 6,930,000
RECEIVABLES
Inter Corporate Loans Receivable ANR Securities Private Limited d 719,110,877 -
Ligare Voyages Limited d - 1,063,300,000

Amount (`)
Inter Corporate Loans Receivable 2,263,251,921 2,077,483,929
Total
Working capital Loan Receivable IBOF Investment Management b 70,000,000 -
Private Limited
Working capital Loan Receivable Total 70,000,000 -
Interest Receivable on Inter Corporate ANR Securities Private Limited d 25,241,415 -
Loans
Ligare Voyages Limited d - 36,705,699
Ranchem Private Limited d 45,049,315 -
Interest Receivable on Inter Corporate 85,453,692 74,830,934
Loans Total
Interest Receivable on Working Capital IBOF Investment Management b 145,833 -
Loan Private Limited
Interest Receivable on Working 145,833 -
Capital Loan Total
Security Deposits Receivable RHC Holding Private Limited d 5,760,000 5,760,000
Security Deposits Receivable Total 5,760,000 5,760,000
Debtors Dion Global Solutions Limited d - 293,884
Fortis Health Management Limited d - 577,603
IBOF Investment Management b - 8,748
Private Limited
Debtors Total 30,101,074 37,588,576
Other Receivables Aegon Religare Life Insurance b 250,733 110,302
Company Limited
Dion Global Solutions Limited d 10,874 7,754,452
Fortis Health Management Limited d 1,011 -
Fortis Healthcare Limited d 2,394 4,609
Fortis Healthstaff Limited d 1,460 4,560
Fortis Hospital Limited d 1,179 1,914
Fortis Hospotel Limited d 1,685 -
Fortis Malar Hospitals Limited d 1,012 2,650
Hospitalia Eastern Private Limited d 1,011 -
International Hospital Limited d 1,686 -

Amount (`)
Invesco Hong kong Limited d 3,723,536 -
Ligare Aviation Limited d - 971,393
Ligare Travels Limited d 3,556,204 1,131,480
Mr. Saurabh Nanavati c 86,483,971 -
Mr. Sunil Godhwani c - 76,061,538
Ms. Aditi Shivinder Singh a 9,988 9,314
Ms. Sanjana Manglik c - 399
Ms. Veena Sushil Manglik c - 540
Oscar Investments Limited d - 52,713,503
Religare Capital Markets Inc. e 241,585 230,732
RHC IT Solutions Private Limited d 2,457,279 2,080,232
SRL Diagnostics Private Limited d 1,573 562
SRL Limited d 2,246 674
Other Receivables Total 137,730,695 157,464,635
40 Details of Employee Stock Option Plans issued by the Company
ESOP Scheme 2006 ESOP Scheme 2006 ESOP Scheme 2010

Type of Scheme
(Tranche -I) (Tranche -II) (Tranche –I)
Date of grant 15-Nov-06 17-Nov-07 29-Dec-10
Number Granted 2,000,000 125,000 6,573,000
Contractual Life (w.e.f. vesting date) 9 yrs 9 yrs 9 yrs
Vesting Conditions 33% on expiry of 12 months from Grant Date
33% on expiry of 24 months from Grant Date
Method of Option Valuation Black Scholes Option Pricing Method
Exercise Price 140 140 481
Estimated fair value of share granted 111.47 185 481
Type of Scheme ESOP Scheme ESOP Scheme ESOP Scheme ESOP Scheme ESOP Scheme 2012 (Tranche –II)
(Tranche -II) 2006 (Tranche-III) 2010 (Tranche –IV) 2012 (Tranche –I)
2010 2010
Date of grant 18-Mar-11 28-Jul-11 12-Nov-11 13-Mar-12 30-Oct-12
Number Granted 6,037,000 592,500 610,000 12,003,200 120,000
Contractual Life 9 yrs 9 yrs 9 yrs 9 yrs 9 yrs
(w.e.f. vesting date)
Vesting Conditions 66% on expiry of 33% on expiry of 12 months from
33% on expiry of 12 months from Grant Date 12 months from Grant Date
33% on expiry of 24 months from Grant Date Grant Date 33% on expiry of 24 months from
34% on expiry of 36 months from Grant Date 34% on expiry of Grant Date
24 months from 34% on expiry of 36 months from
Grant Date Grant Date
Method of Option Black Scholes Option Pricing Method
Valuation
Exercise Price 480 461 432 387 303
Estimated fair 480 461 432 387 303
value of share
granted

Scheme No. of Options Issued During Cancellation of Options Number of Options

outstanding as the year Options Exercised outstanding as on
on April 1, 2014 March 31, 2015
Scheme 2006 145,440 - - - 145,440
Scheme 2010 50,100 - 50,100 - -
Scheme 2012 9,225,900 - 644,700 - 8,581,200
TOTAL 9,421,440 - 694,800 - 8,726,640
Scheme Exercisable as at March 31, 2015

Scheme 2006 145,440
Scheme 2010 -
Scheme 2012 8,560,800
Range of Exercise Price
ESOP Scheme 2006 140
ESOP Scheme 2010 (Tranche –I) 481
ESOP Scheme 2010 (Tranche –II) 480
ESOP Scheme 2010 (Tranche –III) 461
ESOP Scheme 2010 (Tranche –IV) 432
41 Other Notes
a. Exceptional item
Due to severe long term restrictions imposed on Religare Capital Markets Limited (“RCML”), pursuant to the terms
of the tripartite agreement between the Company, RCML and RHC Holding Private Limited, the Company has made
provision against long term investment in equity shares of book value of `NIL (March 31, 2014 ` Nil) and preference
shares of book value of ` NIL (March 31, 2014 `806,000,000). This has been disclosed as an exceptional item in the
consolidated financial statement of the Company.
b. Pursuant to service agreement entered into by the Company with Finserve Shared Services Limited (formerly Religare
Corporate Services Limited) to provide support services in the areas of administration, branding, finance and accounting,
HR, information technology, legal compliance and corporate and secretarial affairs, customer support services, etc. the
charges allocated to group during the period is `652,692,611 (March 31, 2014: `670,000,231).
c. The Board of Directors of Religare Finvest Limited, a subsidiary of the Company, declared a dividend of `3.30 per
share (33%) (March 31, 2014: `3.00 per share (30%)) on equity shares for the year ended March 31, 2015. In lieu
of above, preference shareholders of different classes are also entitled to dividend as per respective issued term
sheet. The aggregate amount of dividend and the dividend distribution tax on equity and preference shares there to is
`820,488,213 (March 31, 2014: `740,504,307).
As the Annual General Meeting of RFL for the year ended March 31, 2014 was held and concluded during the current
year, the Company has accounted for dividend income in the Statement of Profit and Loss during the current year.
Dividend distribution tax of `107,567,596 has also been accounted for in the Statement of Consolidated Profit and
Loss during the current year.
As the Annual General Meeting of RFL for the year ended March 31, 2015 was held subsequent to March 31, 2015, the
Company has not accounted for dividend income in the Statement of Profit and Loss during the current year. Dividend
distribution tax of `124,262,498 has also not been accounted for in the Statement of Consolidated Profit and Loss
during the current year.

d. Classification of Investments / loans and provision thereof has been made in accordance with the Non- Banking
Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007 issued
by Reserve Bank of India after considering realizable value of investments.
e. Pursuant to clause 18.2 of the original JV agreement with Aegon India Holding N.V. (“Aegon”), the company has
complied with the initial Capital Contribution requirement and during the year has expressed its desire to exit the JV.
As per the restated JV agreement entered between Aegon and the Company in August 2014 and Share Purchase
Agreement entered into between Bennett, Coleman & Co. Limited (BCCL) subsequent to the Balance Sheet Date i.e. on
May 08, 2015, the Company has agreed to transfer its entire holding in the JV to BCCL in compliance with the aforesaid
agreements and subject to various regulatory approvals. The necessary applications for approvals from IRDAI, FIPB,
and CCI have been made by the JV Company and awaiting relevant approvals. Pursuant to the aforesaid agreement,
the Company has received a part advance from Aegon towards their capital protection with minimum compounded
return against the proposed future transfer of shares in the JV Company. The value of the Bank Guarantee has been
reduced to the extent of such advance received. In terms of restated JV agreement pending transfer of shares, the
parties have given commitment to contribute incremental capital in JV company, if called for. The Company has made
an additional investment of `13,200,000 during the year and the committed liability have been reduced by said amount.
Since a part advance is received and for the balance amount the guarantee is in force, no provision for diminution in
the value of the said long term investment has been made. Guarantee has been reassigned in favour of the Company
for a reduced value as aforesaid.
The Company has appointed a financial advisor in connection with the proposed sale as aforesaid. Cost paid till date
to the financial advisor for the aforesaid transaction has been accounted for as an ‘Advance’ pending transfer of shares
to the prospective purchaser as per the terms of the Share Purchase Agreement.
The funds received have been partly utilized for earlier redemption of NCDs issued by the company and release of
securities i.e. receivables from Aegon, including aforesaid bank guarantee. The Bank Guarantee has been reassigned
in favour of the Company for a reduced value as aforesaid.
The proportionate share of excess of expenditure over the income of the JV company for the year ended March 31,
2015 of `524,470,760 (year ended March 31, 2014 `483,787,255) has been accounted for as recoverable from the JV
partner under “Other Non-Current Assets”, since the Company continues to enjoy the capital protection through receipt
of a part advance and a BG. Necessary accounting adjustments for gain will be made on completion of the transaction.
Accordingly, the capital gains will be recognized in the Statement of Profit and Loss on completion of transfer of shares
to the third party after obtaining necessary regulatory approvals.
f. Funds received by subsidiaries of the Company, Religare Invesco Assets Management Company Private Limited and
RGAM Investment Advisers Private Limited, from portfolio customers for its portfolio management operations and
corresponding investments made on their behalf and escrow in respect of customer borrowing of a NBFC do not form
part of these accounts.
g. During the year, one of the NBFC subsidiaries assigned certain loan portfolios (excluding intercompany transfer) and
de-recognizing the assets in the books. The detail of the loans assigned are as under:
For the year ended For the year ended

Total number of contracts assigned/sold - 2
Book value of contract assigned/sold - 1,379,158,855
Sale consideration - 1,379,158,855
Gain on assignment (amortized over the tenure of - -
corresponding loan)
Bank Deposits provided as collateral - 109,417,107

h. Repo Transactions (in face value terms)
Particulars Outstanding During the period Outstanding as at

Securities Sold under Repo Min Max Daily Average March 31, 2015
Corporate Debt Securities - - - -
(323,596,660) (323,596,660) (323,596,660) (323,596,660)
Previous year figures are given in italic and in bracket.
i. Securities received from clients by the subsidiaries of the Company, as collateral for margins, are held by the subsidiary
companies in its own name in a fiduciary capacity.
j. New Registrations / licenses obtained and surrendered by subsidiaries of the Company and its down the line
entities:
(i) RGAM Investment Advisers Private Limited, a subsidiary of the Company, has been registered with the Security
and Exchange Board of India (“SEBI”) as an Investment Advisor w.e.f. June 13, 2014.
(ii) RGAM Investment Advisers Private Limited, a subsidiary of the Company, has obtained initial registration of a
Depository Participant of National Securities Depository Limited (“NSDL”) with SEBI.
(iii) RGAM Investment Advisers Private Limited, a subsidiary of the Company, has surrendered Portfolio Manager
registration with SEBI w.e.f. October 20, 2014.
(vi) Religare Portfolio Managers and Advisors Private Limited, a sub subsidiary of the Company, has been registered
as a Portfolio Manager with SEBI.
(v) ValueQuest Capital LLP, an associate entity of the Company, has been registered as Investment Advisor and
Portfolio Manager with SEBI.
k. Joint Venture Information:
Joint Venture as required by AS-27 – “Financial Reporting of Interest in Joint Venture” are given below:
(i)
Details of Joint Ventures
% of Interest as on
Name Description of Interest
March 31, 2015 March 31, 2014
Aegon Religare Life Insurance Equity Shareholding 44.00% 44.00%
Company Limited
IBOF Investment Management Equity Shareholding 50.00% 50.00%
Private Limited (formerly
known Quadria Investment
Management Private Limited)
Milestone Religare Capital Equity Shareholding 50.00% 50.00%
Management Limited*
*Company and its subsidiary was excluded from consolidation (Refer Note 1(II)(E)).

(ii) Company’s interest in Joint Ventures
As at As at
Assets 8,398,346,031 6,814,887,983
Liabilities 7,550,913,055 6,039,976,315
Revenue 3,570,935,137 2,575,103,236
Depreciation 27,676,767 95,224,101
Other Expenses 4,059,224,160 2,870,594,259
Capital Commitments - 880,000
Contingent Liabilities 100,410,200 70,804,360
l. Details of Closing Stock
(i) Closing Stock of Commodities
(A) Closing Stock of As at As at

Bullions March 31, 2015 March 31, 2014
Items Quantity Amount (`) Quantity Amount (`)
Silver (Kgs) 4,078 149,910,147 1,999 84,759,665
Easy Gold 10 Gram (Pcs) 221 7,005,086 728 22,432,064
Total (A) 167,004,121 135,785,788
(B) Closing Stock of Agri As at As at

Products March 31, 2015 March 31, 2014
Items Quantity (MT) Amount (`) Quantity (MT) Amount (`)
Castor Seed 12,204 449,826,200 7,175 295,837,663
Cocud - - 1,333 19,461,226
Jeera 60 8,685,940 234 23,325,757
Gurgum - - 336 42,247,292
Guar seed - - 668 31,484,618
Total (B) 12,264 458,512,140 9,746 412,356,556
Total Closing Stock of 625,516,261 548,142,344

Commodities (A+B) (i)
(ii) Closing Stock of Art Works
As at As at
Closing Stock of Art Works
March 31, 2015 March 31, 2014
Items Numbers Amount (`) Numbers Amount (`)
Paintings - 178,289 - 206,862
Total (ii) - 178,289 - 206,862

(iii) Closing Stock of DSC Tokens and USB Tokens
Closing Stock of DSC Tokens As at As at

and USB Tokens March 31, 2015 March 31, 2014
Items Quantity (Nos) Amount (`) Quantity (Nos) Amount (`)
DGFT Classs-3 Platinum Ind-2 Year 15 18,690 - -
DSC Class 2- Ind - 1 Year 650 63,635 981 96,040
DSC Class 2- Ind - 2 Year - - 545 72,758
DSC Class 2- Org - 2 Year - - 243 32,440
DSC Class 3- Ind - 1 Year 8 5,696 100 71,200
DSC Class 3- Ind - 2 Year - - 76 60,876
DSC Class 3- Org - 1 Year 6 4,272 150 106,800
DSC Class 3- Org - 2 Year - - 136 108,936
DSC - Class 3 - 2 Year Combo 138 165,807 - -
DSC - Class 2 - 2 Year General 2,274 252,493 - -
DSC - Class 3 - 2 Year General 196 156,996 - -
USB - Token (Alladin- Pro) 124 52,080 - -
USB - Token (Alladin) 30 17,724 85 50,219
USB - Token (e-Pass-2003) 2 680 54 18,360
USB Token - (E-Pass 2003 Auto) 248 78,616 37 14,615
USB Token - (E-Pass 2003 Auto) 86 217,752 - -
Total (iii) 3,777 1,034,441 2,407 632,244
Total Closing Stocks 626,728,991 548,981,450

[(i)+(ii)+(iii)]
m. (i) During the financial year ended March 31, 2012, the Company had paid remuneration to Chairman and Managing
Director (“CMD”) in excess of the limits prescribed under section 198 read with Schedule XIII by `76,061,538.
The Company had applied to Central Government for waiver of excess remuneration paid. During the year ended
March 31, 2015, the Company has received an approval from Ministry of Corporate Affairs (“MCA”) for payment of
excess remuneration of `12,730,000 which has been paid and charged to the statement of Profit and Loss for the
year.
(ii) Mr. Nitin Jain has been appointed as MD & CEO of the Religare Securities Limited (“RSL”), a wholly owned
subsidiary of the Company w.e.f. January 1, 2015 under section 196, 197 & 203 of the Companies Act, 2013. As
remuneration approved by the Board and Shareholders, of the RSL, to be paid to Mr. Nitin Jain was not within the
limits prescribed under the Act, therefore, RSL made an application to the Central Government (“CG”) for approval
of his remuneration on March 20, 2015.
(iii) The members of the Religare Invesco Asset Management Company Private Limited (“RIAMC”), a subsidiary of
the Company, vide resolution dated 11 July 2013, appointed Mr. Nanavati as Managing Director for a period of
three years from 11 July 2013 to 10 July 2016 and approved the annual remuneration with a maximum limit of
`60,000,000. RIAMC subsequently made an application on 30 September 2013 seeking approval of the Central
Government under sections 269, 198, 309 and 310 of the then applicable Companies Act, 1956 regarding
appointment and payment of remuneration to Mr. Saurabh Nanavati as Managing Director of the Company.The
Central Government approval was not received at the time of finalisation of the statements for the year ended
31 March 2014, on 22 May 2014, the excess of the remuneration paid over the limits prescribed under sections
269, 198, 309 and 310 of the then applicable Companies Act, 1956 was shown as short term loans and advances
recoverable from the Managing director.

On 9 July 2014 the Central Government approved the appointment under section 269 of the Companies Act,
1956. However, the total remuneration approved was `8,400,000 per annum for the financial year 2013-14 against
`60,000,000 for which approval was sought. Based on the above approval, the remuneration for the financial year
2013-2014 computed on a prorated basis was `6,075,616. Accordingly the shortfall relating to the financial year
2013-14, based on events post completion of the audit was `3,905,753 is not in the nature of prior period item.
RIAMC simultaneously made a fresh application on 14 July 2014 seeking the exemption from limits of remuneration
under Section 198 of Companies Act 1956 on the grounds of Notification No GSR 534(E) dated 14 July 2011 read
with clarification dated 16 August 2011. RIAMC continued to pay the Managing director in the financial year 2014-
15, remuneration as per resolution dated 11 July 2013.
Pending response from the Central Government, RIAMC has computed the remuneration payable based on the
limits prescribed under Schedule V of the Companies Act 2013 and recognized an expense of `3,000,000 as
remuneration for the financial year 2014-15. An amount of `50,963,375 being in excess of the permissible limit as
computed above is disclosed under short term loans and advances as recoverable from the Managing director.
As at March 31, 2015 the total excess remuneration receivable is `86,483,971 shown under the head short term
loan and advances
n. During the year ended March 31, 2015 the Board of Directors of one of the subsidiaries, Religare Capital Markets
Limited (“RCML”), approved the proposal to set off the operating losses of the company and diminution in the value
of investments by reducing the issued, subscribed and paid up share capital of the company, by way of a selective
extinguishment and cancellation of (i) 25,000,000 0.001% non-convertible cumulative redeemable fully paid up
preference shares of `10 each held by the Company which were issued at a premium of `90 per share, and having
an aggregate paid up value of `250,000,000; and (ii) 500,000,000 0.001% non-convertible cumulative fully paid up
preference shares of `10 each held by the Company.
Pursuant to the High Court vide order dated March 23, 2015, RCML filed the certified copy of the order with ROC which
get registered on May 8, 2015 and accordingly the reduction of shares capital became effective from May 8, 2015.
Since the Company has already impaired the investment held in such preference share capital in previous years, there
will be no impact on the Statement of Profit and Loss.
o. SEBI granted preliminary approval to IBOF Investment Management Private Limited (“IBOF IMPL”) (formerly known
Quadria Investment Management Private Limited), a joint venture of the Company, for setting up wholly owned
subsidiary in Mauritius.
p. The Board of Directors of IBOF IMPL have approved the proposal for merger of Residual Demerged Undertaking
of Quadria Capital Investment Advisors Private Limited (“Transferor Company”) comprising of Onshore Investment
Advisory and Investments Business with IBOF IMPL pursuant to the provisions of Section 391 to 394 of the Companies
Act, 1956 and other applicable provisions and any corresponding provisions of the Companies Act, 2013 upon their
notification and other relevant clauses of the Memorandum of Association of IBOF IMPL and subject to such approvals
as may be required to be obtained. The Composite Scheme of merger was filed in the Hon’ble High Court of Mumbai
and Hon’ble High Court of Delhi.
The Scheme of Merger has been approved by the Hon’ble High Court of Mumbai. This scheme of Merger will be
effective when such scheme of arrangement is also approved by Hon’ble High Court of Delhi.
q. During the year ended March 31, 2015 RGAM Investment Advisers Private Limited, a wholly owned subsidiary of the
Company, has entered into a Share Subscription and Shareholders’ Agreements with YourNest Capital Advisors Private
Limited (“YourNest”) for acquiring 26% stake in YourNest. The YourNest, a company incorporated under the laws of
India, is an investment manager of YourNest Angel Fund, a SEBI registered early stage Venture Capital Fund.
r. Margin on Equity Derivative Instruments
(i) Unexpired position of Equity index / Stock futures and options contracts entered into by the Company and
outstanding as at March 31, 2015 is ` Nil (Previous year ` Nil).
(ii) Initial margin deposit of `Nil (Previous Year `Nil) on Equity / Commodity Derivative Instrument contracts has been
paid in cash to the exchanges as at March 31, 2015.
(iii) Derivative instruments outstanding as at March 31, 2015.


Currency
March 31, 2015 March 31, 2014
Currency Interest Amount Amount (`) Amount (Foreign Amount (`)
Rate Swaps (Foreign currency) currency)
USD/INR 24,213,076 1,513,317,250 46,341,741 2,776,565,441
s. Unexpired position of Commodity futures contracts entered into by RCTL and outstanding as at March 31, 2015 is
`899,763,738 (Previous year `673,247,116).
t. Standalone financial statements of the subsidaries / joint ventures and associates can be referred for specific
disclosures relating to the regulatory authorities governing those entities.
u. Pledge of Equity shares by the Group for Base Capital Requirement with Stock Exchanges / Funded and Non-
Funded Credit Facilities from banks by the Group:
As at As at
Name of Scripst March 31, 2015 March 31, 2014
Subsidiaries Subsidiaries
Nos. Amount (`) Nos. Amount (`)
Federal Bank - - 584,000 55,918,000
HDFC - - 60,000 53,034,000
HDFC Bank - - 539,000 403,603,200
IDFC - - 1,100,000 134,475,000
42 Previous Year Figures

Previous year figures have been regrouped, re-arranged and reclassified wherever necessary to conform to the current
year’s classification.
Signature to Note 1 to 42 Forming Part of the Financial Statements
For Price Waterhouse Sd/- Sd/-

Firm Registration Number: 301112E PADAM BAHL SUNIL GODHWANI
Chartered Accountants Director Chairman & Managing Director
(DIN-01314395) (DIN-00174831)
Sd/- Sd/- Sd/- Sd/-


Date: May 29, 2015 Date: May 29, 2015

FORM AOC - 1
(Persuant to first proviso to sub section (3) of section 129 read with rules 5 of the Company (Accounts) Rules, 2014)
Statement containing salient features of the financials statement of Subsidiaries / Associate Companies / Joint Ventures
Annual Report 2015

Part “A” : Subsidiaries
1 Sl. No. 1 2 3 4 5 6 7 8
2 Name of the Subsidiary Religare Religare Religare REL Religare Health Religare Religare Argil Advisors
Finvest Limited Securities Commodities Infrafacilities Insurance Capital Credit LLP (Formerly
Limited Limited Limited Company Markets (India) Advisors LLP known as
Limited Limited Cerestra Capital
Advisors LLP)
3 Reporting Period if N.A. N.A. N.A. N.A. N.A. N.A. N.A. N.A.
different from Holding
Company
4A Reporting Currency INR INR INR INR INR INR INR INR
4B Exchange Rate as on N.A. N.A. N.A. N.A. N.A. N.A. N.A. N.A.
last date of financial
year
5 Share Capital @ (`) 2,199,887,870 344,928,000 20,000,000 308,500,000 3,500,000,000 500,000 62,001,000 5,001,000
6 Reserves & Surplus (`) 21,570,674,743 4,158,481,072 537,645,497 (573,539,699) (2,251,905,626) (287,353) (100,888,867) (2,607,731)
7 Total Assets (`) 171,295,994,330 14,249,705,356 2,226,665,090 501,075,557 3,995,136,515 239,513 92,641,660 3,118,617
8 Total Liabilities (`) 171,295,994,330 14,249,705,356 2,226,665,090 501,075,557 3,995,136,515 239,513 92,641,660 3,118,617
(Including Share
Capital and Reserves &
Surplus)
9 Investments (`) 15,761,660,191 2,982,669,347 100,036,000 - 2,487,579,325 - - -
10 Turnover^ (`) 21,632,130,380 4,050,489,262 436,282,953 367,525,003 1,747,396,247 - 67,032,116 -
11 Profit / (Loss) Before 3,957,441,117 100,597,515 (49,167,748) (82,487,965) (992,585,505) (30,313) (103,791,412) (2,607,731)
Taxation (`)
12 Provision for Taxation 1,389,623,271 (127,704,874) (311,295) 19,582,081 - - - -
(`)
13 Profit / (Loss) After 2,567,817,846 228,302,389 (48,856,453) (102,070,046) (992,585,505) (30,313) (103,791,412) (2,607,731)
Taxation (`)
14 Proposed Dividend (`) 696,225,715 - - - - - - -
15 % of shareholding 99.999% 100% 100% 100% 90.00% 100.00% 97.00% 100.00%
(Equity) as on last date
FORM AOC - 1
of financial year
217
218
1 Sl. No. 9 10 11 12 13 14 15 16
2 Name of the Subsidiary Religare RGAM Religare Religare Religare Heal Religare Arts Religare Arts Religare Wealth
Portfolio Investment Invesco Asset Comtrade Fund Advisors Initiative Investment Management
Managers and Advisers Management Limited * LLP Limited * Management Limited
Advisor Private Private Limited Company Limited
Limited Private
Limited
3 Reporting Period if N.A. N.A. N.A. N.A. N.A. N.A. N.A. N.A.
different from Holding
Company
4A Reporting Currency INR INR INR INR INR INR INR INR
4B Exchange Rate as on N.A. N.A. N.A. N.A. N.A. N.A. N.A. N.A.
FORM AOC - 1
last date of financial

year
5 Share Capital @ (`) 73,808,760 1,621,544,950 785,061,734 100,000,000 2,000 407,700,000 28,659,000 1,280,000,000
6 Reserves & Surplus (`) (15,024,686) 8,305,450,936 (80,134,829) 147,231,313 - (411,776,668) 12,320,832 (1,212,861,266)
7 Total Assets (`) 91,881,102 11,180,427,257 911,973,332 2,815,534,743 2,000 3,807,244 41,065,306 164,472,858
8 Total Liabilities (`) 91,881,102 11,180,427,257 911,973,332 2,815,534,743 2,000 3,807,244 41,065,306 164,472,858
(Including Share
Capital and Reserves &
Surplus)
9 Investments (`) - 11,055,670,430 524,431,014 586,544,064 - - 6,000,000 -
10 Turnover^ (`) 42,520,802 113,607,471 788,504,814 19,628,657,032 - 13,499,385 4,745,789 307,613,022
11 Profit / (Loss) Before (31,254,150) 9,923,313 12,579,106 108,319,849 - (3,496,865) 4,664,597 (36,729,206)
Taxation (`)
12 Provision for Taxation - 4,577,090 - 38,486,180 - - 1,466,447 -
(`)
13 Profit / (Loss) After (31,254,150) 5,346,223 12,579,106 69,833,669 - (3,496,865) 3,198,150 (36,729,206)
Taxation (`)
14 Proposed Dividend (`) - - - - - - - -
15 % of shareholding 100.00% 100.00% 51.00% 100.00% 100.00% 75.00% 100.00% 100.00%
(Equity) as on last date
of financial year

1 Sl. No. 17 18 19 20 21 22 23 24 25
2 Name of the Religare Religare Religare Religare Northgate Northgate Northgate Northgate Landmark
Subsidiary Invesco Share Brokers Health Trust Global Asset Capital, LP Capital, LLC Capital Asia Mexico Capital Partners LLC **
Trustee Limited Trustee Management Limited S de RL de
Company Manager Pte Inc CV (formerly
Private Limited known as
Limited NGEM Mexico
Annual Report 2015

S. De R.L. de
C.V. )
3 Reporting N.A. N.A. N.A. N.A. N.A. N.A. N.A. N.A. N.A.
Period if
different
from Holding
Company
4A Reporting INR INR SGD USD USD USD HKD Mexican Peso USD
Currency
4B Exchange Rate N.A. N.A. 45.63 62.68 62.68 62.68 8.08 4.11 62.68
as on last date
of financial year
5 Share Capital 500,000 18,927,000 45,625,000 104,298 - - - - -
@
(`)
6 Reserves & 754,823 3,486,113 16,646,989 11,596,639,912 (205,103,838) 236,180,237 13,718,572 27,763,768 2,037,047,522
Surplus (`)
7 Total Assets (`) 1,393,258 22,442,813 421,714,570 21,598,024,872 77,526,280 1,111,825,136 13,474,062 40,655,669 2,774,084,587
8 Total Liabilities 1,393,258 22,442,813 421,714,570 21,598,024,872 77,526,280 1,111,825,136 13,474,062 40,655,669 2,774,084,587
(`)
(Including
Share Capital
and Reserves &
Surplus)
9 Investments (`) 665,531 - 265,131,939 1,530,165,771 - - - - 131,625
10 Turnover^ (`) 3,544,374 2,141,249 332,617,556 1,697,330,945 1,881,586,574 1,805,555,526 19,709,059 213,151,120 6,039,945,598
11 Profit / (Loss) 1,045,142 2,105,121 92,048,483 891,439,155 375,245,282 197,556,706 2,120,855 7,855,680 3,176,203,690
Before Taxation
(`)
12 Provision for 206,125 754,705 - - - 8,194,537 601,001 4,919,592 4,590,592
Taxation (`)
13 Profit / (Loss) 839,017 1,350,416 92,048,483 891,439,155 375,245,282 189,362,169 1,519,854 2,936,088 3,171,613,098
After Taxation
(`)
14 Proposed - - - - - - - - -
Dividend (`)
FORM AOC - 1
15 % of 51.00% 100.00% 100.00% 100.00% 81.95% 81.95% 81.95% 81.95% 53.75%

shareholding
(Equity) as on
last date of
financial year
219
220
1 Sl. No. 26 27 28 29 30 31
2 Name of the Subsidiary Northgate Religare Religare Housing Religare Finance Religare Religare
Capital Asia Venture Capital Development Limited Investment Commodity
(India) Limited Limited Finance Corporation Advisors Limited Broking Private
Limited Limited
3 Reporting Period if different from Holding Company N.A. N.A. N.A. N.A. N.A. N.A.
4A Reporting Currency INR INR INR INR INR INR
4B Exchange Rate as on last date of financial year N.A. N.A. N.A. N.A. N.A. N.A.
5 Share Capital @ (`) 16,850,300 300,500,000 399,980,000 15,987,000 20,000,000 3,000,000
6 Reserves & Surplus (`) 4,559,818 (109,893,059) 1,145,740,772 8,653,993 (8,472,436) 9,094,479
7 Total Assets (`) 22,148,201 203,736,788 5,140,356,847 25,614,942 13,774,944 12,155,289
8 Total Liabilities (`) 22,148,201 203,736,788 5,140,356,847 25,614,942 13,774,944 12,155,289
(Including Share Capital and Reserves & Surplus)
FORM AOC - 1
9 Investments (`) - 44,929,705 670,000,000 - 11,500,000 5,000,000

10 Turnover^ (`) 2,778,137 123,542,291 568,294,593 2,053,329 1,148,430 854,267
11 Profit / (Loss) Before Taxation (`) 783,761 85,216,552 227,584,940 1,936,521 (5,186,916) 698,548
12 Provision for Taxation (`) 107,978 - 78,120,764 596,624 77,679 225,971
13 Profit / (Loss) After Taxation (`) 675,783 85,216,552 149,464,176 1,339,897 (5,264,595) 472,577
14 Proposed Dividend (`) - - - - - -
15 % of shareholding (Equity) as on last date of financial 100.00% 100.00% 87.50% 100.00% 100.00% 100.00%
year
Note: The disclosure does not include the companies referred to in second table and para under that table of Note No. 1 (II) E of the Consolidated Financial Statements that
were excluded from the consolidation for the year ended March 31, 2015.
@
In case of Limited Liability Partnership (LLP) ‘Capital Contribution’ by partners has been reported as share capital.
^ In case of foreign subsidiaries turnover is converted at monthly average exchange rate.
* Turnover is netted of ‘purchase’ and ‘change in stock-in-trade’.
** Consolidated figures of the company and its subsidiaries Landmark Equity Advisors LLC, Landmark Realty Advisors LLC, Millpond Assoociates LLC and LMK Services Inc.
Names of subsidiaries which are yet to commence operations
Sl. No. Name of the Company
(1) Religare Capital Markets (India) Limited
(2) Religare Heal Fund Advisors LLP
(3) Religare Venture Capital Limited
Names of the subsidiaries which have been liquidated or sold during the year For and on behalf of the Board of Directors
Sl. No. Name of the Company Sd/- Sd/-

(1) Religare Advisory Services Limited PADAM BAHL SUNIL GODHWANI
(DIN-01314395) (DIN-00174831)
Sd/- Sd/- Sd/-

SHACHINDRA NATH ANIL SAXENA MOHIT MAHESHWARI
Place: New Delhi

Date: May 29, 2015

FORM AOC - 1
Part “B” : Associates and Joint Ventures

Statement pursuant to section 129(3) of the Companies Act, 2013 related to Associates Companies and Joint Ventures
SI. Name of Associates / Joint Ventures Joint Ventures

No AEGON Religare Life
Insurance Company
Limited
1 Latests audited balance sheet Date March 31, 2015
2 Shares of Associate / Joint Ventures held by the company on the year end
Nos. 576,620,000
Amount of Investment in Associates / Joint Venture (`) 5,766,200,000
Extend of Holding % 44%
3 Description of how there is significant influence Note A
4 Reason why the Associate / Joint Venture is not consolidated (Note B) N.A.
5 Net worth attributable to shareholding as per latest audited Balance Sheet (`) Note C
6 Profit / (Loss) for the year
i. Considered in Consolidation Note C
ii. Not Considered in Consolidation -
Note A: There is significant influence due to percentage(%) of Share Capital

Note B: For companies not considered for consolidation please referred to second table and para under that table of Note No. 1 (II)
E of the Consolidated Financial Statements.
Note C: Due to capital protection referred to in Note No. 41 (e) of the Consolidated Financial Statement the Company have no
effective share in loss of the AEGON Religare Life Insurance Company Limited.

Sd/- Sd/-
(DIN-01314395) (DIN-00174831)
Sd/- Sd/- Sd/-

Place: New Delhi

Date: May 29, 2015

Independent Auditor’s Report
TO THE MEMBERS OF Religare Enterprises Limited

Report on the Standalone Financial Statements
1. We have audited the accompanying standalone financial statements of Religare Enterprises Limited (“the Company”), which
comprise the Balance Sheet as at March 31, 2015, the Statement of Profit and Loss, the Cash Flow Statement for the year
then ended, and a summary of the significant accounting policies and other explanatory information.
Management’s Responsibility for the Standalone Financial Statements
2. The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”)
with respect to the preparation of these standalone financial statements to give a true and fair view of the financial position,
financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India,
including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts)
Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions
of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities;
selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and
prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively
for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the
financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
Auditors’ Responsibility
3. Our responsibility is to express an opinion on these standalone financial statements based on our audit.
4. We have taken into account the provisions of the Act and the Rules made thereunder including the accounting standards and
matters which are required to be included in the audit report.
5. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act and other
applicable authoritative pronouncements issued by the Institute of Chartered Accountants of India. Those Standards and
pronouncements 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.
6. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial
statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material
misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers
internal financial controls relevant to the Company’s preparation of the financial statements that give a true and fair view, in
order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion
on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating
effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the
reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation
of the financial statements.
7. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on
the standalone financial statements.
Opinion
8. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone
financial statements give the information required by the Act in the manner so required and give a true and fair view in
conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31,
2015, and its loss and its cash flows for the year ended on that date.
Report on Other Legal and Regulatory Requirements
9. As required by ‘the Companies (Auditor’s Report) Order, 2015’, issued by the Central Government of India in terms of sub-
section (11) of section 143 of the Act (hereinafter referred to as the “Order”), and on the basis of such checks of the books and
records of the Company as we considered appropriate and according to the information and explanations given to us, we give
in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order.

Independent Auditor’s Report
10. As required by Section 143 (3) of the Act, we report that:

(a) We have sought and obtained all the information and explanations which to the best of our Knowledge and belief were
necessary for the purposes of our audit.
(b) In our opinion, proper books of accounts required by law have been kept by the Company so far as it appears from our
examination of those books.
(c) The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in
agreement with the books of account.
(d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under
Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.
(e) On the basis of the written representations received from the directors as on March 31, 2015 taken on record by the
Board of Directors, none of the directors is disqualified as on March 31, 2015 from being appointed as a director in
terms of Section 164 (2) of the Act.
(f) With respect to the other matters to be included in the Auditors’ Report in accordance with Rule 11 of the Companies
(Audit and Auditors) Rules, 2014, in our opinion and to the best of our knowledge and belief and according to the
information and explanations given to us:
i. The Company has disclosed the impact of pending litigations as at March 31, 2015 on its financial position in its
standalone financial statements – Refer Note 29.
ii. The Company has made provision as at March 31, 2015, as required under the applicable laws or accounting
standards, for material foreseeable losses, if any, on long-term contracts – Refer Note 8
iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and
Protection Fund by the Company during the year ended March 31, 2015


Sd/-
Place: Mumbai Russell I Parera
Date: May 29, 2015 Partner
Membership Number 42190

Annexure to Independent Auditor’s Report
Referred to in paragraph 9 of the Independent Auditors’ Report of even date to the members of Religare Enterprises Limited on the
standalone financial statements as of and for the year ended March 31, 2015
i. (a) The Company is maintaining proper records showing full particulars, including quantitative details and situation, of fixed
assets.
(b) The fixed assets are physically verified by the Management according to a phased programme designed to cover all the
items over a period of three years which, in our opinion, is reasonable having regard to the size of the Company and
the nature of its assets. Pursuant to the programme, a portion of the fixed assets has been physically verified by the
Management during the year and no material discrepancies have been noticed on such verification.
ii. The Company is in the business of rendering services, and consequently, does not hold any inventory. Therefore, the provisions
of Clause 3(ii) of the said Order are not applicable to the Company.
iii. The Company has not granted any loans, secured or unsecured, to companies, firms or other parties which are required to be
covered in the register maintained under Section 189 of the Act. Therefore, the provisions of Clause 3(iii), (iii)(a) and (iii)(b) of
the said Order are not applicable to the Company.
iv. 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.
v. The Company has not accepted any deposits from the public within the meaning of Sections 73, 74, 75 and 76 of the Act and
the rules framed there under to the extent notified.
vi. The Central Government of India has not specified the maintenance of cost records under sub-section (1) of Section 148 of
the Act for any of the products of the Company.
vii. (a) According to the information and explanations given to us and the records of the Company examined by us, in our
opinion, the Company is generally regular in depositing undisputed statutory dues in respect of service tax, income tax,
though there has been a slight delay in a few cases, and is regular in depositing undisputed statutory dues, including
provident fund, wealth tax and other material statutory dues, as applicable, with the appropriate authorities.
(b) According to the information and explanations given to us and the records of the Company examined by us, the particulars
of dues of income tax and service tax as at March 31, 2015 which have not been deposited on account of a dispute, are
as follows:
Name of the Nature of dues Amount (`) Period to which the Forum where the dispute is
statute amount relates pending
Income Tax Act, Income tax 39,029,230 A.Y 2011-12 Commissioner of Income Tax
1961 (Appeals)
Income tax 1,744,784 A.Y 2009-10 Income Tax Appellate Tribunal
Tax Deducted at 157,310 A.Y 2008-09 Commissioner of Income Tax
source proceedings (Appeals)
under section
201(1) /201(1A) of
the Income Tax Act,
1961

Annexure to Independent Auditor’s Report
Name of the Nature of dues Amount (`) Period to which the Forum where the dispute is
statute amount relates pending
Service Tax Service tax liability 2,111,360 Financial Year Customs, Excise and Service
Regulations on reimbursement 2005-06 to 2009-10 Tax Appellate Tribunal
of expenses 5,051,628 Financial Year 2010-11
5,195,173 Financial Year 2011-12
Total 53,289,485
(c) The amount required to be transferred to Investor Education and Protection Fund has been transferred within the
stipulated time in accordance with the provisions of the Companies Act, 1956 and the rules made thereunder.
viii. The accumulated losses of the Company did not exceed fifty percent of its net worth as at the end of the financial year and it
has incurred cash losses in the financial year ended on that date and in the immediately preceding financial year.
ix. According to the records of the Company examined by us and the information and explanations given to us, the Company has
not defaulted in repayment of dues to any financial institution or bank or debenture holders as at the balance sheet date.
x. In our opinion, and according to the information and explanations given to us, the Company has not given any guarantee for
loans taken by others from banks or financial institutions during the year. Accordingly, the provisions of Clause 3(x) of the Order
are not applicable to the Company
xi. In our opinion, and according to the information and explanations given to us, the term loans have been applied for the
purposes for which they were obtained.
xii. During the course of our examination of the books and records of the Company, carried out in accordance with the generally
accepted auditing practices in India, and according to the information and explanations given to us, we have neither come
across any instance of material fraud on or by the Company, noticed or reported during the year, nor have we been informed
of any such case by the Management.

Sd/-
Place: Mumbai Russell I Parera
Date: May 29, 2015 Partner
Membership Number 42190

Balance Sheet as at March 31, 2015
As at As at
Particulars Note No. March 31, 2015 March 31, 2014
Equity and Liabilities
Shareholders' Funds
Share Capital 3 2,033,298,080 2,057,082,590
Reserves and Surplus 4 22,527,547,962 18,795,101,511
Non - Current Liabilities

Long - Term Borrowings 5 4,486,000,000 12,101,250,000
Deferred Tax Liability (net) 6 177,109 10,803,833
Other Long - Term Liabilities 7 530,197,326 522,743,622
Long - Term Provisions 8 16,013,478,670 16,013,371,670
Current Liabilities
Short - Term Borrowings 9 1,400,000,000 -
Trade Payables 10 27,501,221 50,172,899
Other Current Liabilities 11 10,560,809,750 6,252,792,043
Short - Term Provisions 12 10,031,000 5,740,000
Total 57,589,041,118 55,809,058,168
Assets
Non - Current Assets
Fixed Assets
Tangible Assets 13 5,128,853 6,526,443
Intangible Assets 14 18,913,161 47,328,973
Non - Current Investments 15 53,126,837,303 50,761,437,303

Long - Term Loans and Advances 16 296,205,033 585,969,215
Other Non - Current Assets 17 - 693,955,643
Current Assets
Current Investments 18 62,500,000 25,000,000
Cash and Bank Balances 19 21,496,628 1,157,108,812
Short - Term Loans and Advances 20 3,944,209,060 2,431,008,441
Other Current Assets 21 113,751,080 100,723,338
Total 57,589,041,118 55,809,058,168
Overview and Significant Accounting Policies 1&2
The notes are an integral part of these Financial Statements
This is the Balance Sheet referred to in our report of even date
For and on behalf of Board of Directors
Sd/- Sd/- Sd/-

RUSSELL I PARERA PADAM BAHL SUNIL GODHWANI
Partner Director Chairman & Managing Director
Membership Number: 42190 (DIN-01314395) (DIN-00174831)
Sd/- Sd/- Sd/-

(Membership No: A16914)
Date: May 29, 2015 Date: May 29, 2015

Statement of Profit and Loss for the year ended March 31, 2015
Particulars Note No. Year Ended Year Ended

March 31, 2015 March 31, 2014
Amount in (`) Amount in (`)
Revenue
Revenue from Operations 22 1,083,200,474 1,845,322,195
Other Income 23 61,953,136 925,903,622
Total Revenue 1,145,153,610 2,771,225,817
Expenses
Employee Benefits Expense 24 31,286,821 9,660,366
Finance Costs 25 1,937,184,790 2,231,500,585
Depreciation and Amortization Expense 26 29,800,026 31,073,327
Other Expenses 27 76,126,233 913,948,519
Total Expenses 2,074,397,870 3,186,182,797
Profit/ (Loss) Before Exceptional Item and Tax (929,244,260) (414,956,980)
Exceptional Item: Provision for dimunition in the value of - 806,000,000
Long Term Investment in a subsidiary (Refer Note 29.2 (a))
Profit/ (Loss) after Exceptional Item and before Tax (929,244,260) (1,220,956,980)
Tax Expense
Current Tax
- For the year 120,280,000 67,202,138
- For earlier years (3,829,656) 11,549,960
Deferred Tax (Net) (10,626,724) (4,729,217)
Profit / (Loss) for the Year (1,035,067,880) (1,294,979,861)
Earnings per equity share 28
Basic (Face value of `10 each) (6.15) (9.22)
Diluted (Face value of `10 each) (6.15) (9.22)
Overview and Significant Accounting Policies 1&2

The notes are an integral part of these Financial Statements
This is the Statement of Profit and Loss referred to in our report of even date
For Price Waterhouse For and on behalf of Board of Directors

Chartered Accountants Sd/- Sd/-
(DIN-01314395) (DIN-00174831)
Sd/- Sd/- Sd/- Sd/-

Membership Number: 42190 (Membership No: A16914)

Date: May 29, 2015 Date: May 29, 2015

Cash Flow Statement for the year ended March 31, 2015
Particulars Year Ended Year Ended

March 31, 2015 March 31, 2014
A Cash Flow From Operating Activities:
Profit / (Loss) after Exceptional Item but Before Tax (929,244,260) (1,220,956,980)
Adjustments for:
Loss on Sale of Fixed Assets (net) 7,966 5,343,629
Depreciation and Amortisation Expense 29,800,026 31,073,327
Interest Cost on Debentures/ Term Loan 1,464,084,986 2,056,814,804
Interest Income on Debentures and Inter Corporate Loans (555,286,257) (434,299,069)
Interest Income on Fixed Deposits (56,947,986) (57,932,076)
Dividend Income on Long Term Investments (519,966,411) (450,637,556)
Profit on Buy Back of Long Term Investments by subsidiaries - (956,033,718)
Write Back of Provision for Dimunition in the Value of Long Term - (788,003,494)
Investments in Subsidiaries
Loss on sale of Long Term Investments (net) - 750,881,115
Profit on redemption / sale of Short Term Investments (7,947,806) (4,351,852)
Provision for Gratuity and Leave Encashment 138,000 (20,210,083)
Sundry Balances written off (net) (355,150) (1,506,514)
Provision for Diminution in value of Long Term Investments - 833,700,000
Unrealised foreign exchange loss (net) - 1,247,470
Operating Loss before Working Capital changes (571,456,892) (251,959,312)
Adjustments for changes in Working Capital :
- (Increase)/ Decrease in Long Term Loans and Advances 248,518,322 (247,671,699)
- (Increase)/ Decrease in Other Current Assets 40,764,665 (40,760,283)
- (Increase)/ Decrease in Short Term Loans and Advances (24,827,475) (82,643,498)
- Increase/ (Decrease) in Trade Payables (22,316,528) 15,530,819
- Increase/ (Decrease) in Other Current Liabilities (122,858,307) (59,890,727)
Cash Generated From / (Used in) from Operations (452,176,215) (667,394,700)
- Taxes (Paid) / Refunds (Net) (31,500,000) -
Net Cash Generated (Used in) From Operating Activities (483,676,215) (667,394,700)
B Cash Flow From Investing Activities:
Adjustments for changes in :
Purchase of Fixed Assets (3,000) (1,265,090)
Proceeds from Sale of fixed assets 1,370,774
Proceeds from Sale of Non Current / Current Investments in:
- subsidiary companies (Equity/ Debentures) - 1,376,329,178
- joint venture (Equity/Preference) - 123,059,200
- others (including units of mutual funds) 8,253,037,806 7,441,351,842
Investments in Non Current/ Current Investments of:
- subsidiary Companies (Including Debentures/ Preference Shares) (2,350,000,000) (2,615,747,800)
- Joint Ventures (15,400,000) (470,800,000)
- Others (including units of mutual funds) (8,282,590,010) (7,462,000,000)
Advance received against Sales Consideration 8,754,798,240 -
Dividend Received 519,966,411 450,637,556
Net Cash Generated From/ (Used in) Investing Activities 6,879,809,447 (1,157,064,340)

Cash Flow Statement for the year ended March 31, 2015
Particulars Year Ended Year Ended

March 31, 2015 March 31, 2014
C Cash Flow From Financing Activities:
Proceeds from fresh issue of Equity Shares Capital 5,038,138,172 62,897,358
Redemption of Preference Share Capital (including premium) (4,342,678,932)
Expenses related to issue of securities (75,000) (8,161,459)
Proceeds/ (Repayment) from Long Term Borrowings
- Long Term Secured Non-Convertible Debentures issued - 6,250,000,000
- Long Term Secured Non-Convertible Debentures redeemed (7,616,000,000) (1,240,000,000)
Inter Corporate Loans Given (7,095,896,058) (5,100,300,000)
Proceeds/ (Creation) of Fixed Deposits related to Borrowings 1,057,925,643 (1,078,825,643)
Proceeds/ (Repayment) of Short Term Borrowings (net) 1,400,000,000 (8,808,061)
Interest Received on Debentures and Inter Corporate Loans 555,502,017 377,129,978
Interest and Finance charges Paid (1,731,449,507) (935,598,055)
Net Cash Generated From/ (Used In) Financing Activities (7,127,010,751) 2,292,751,472
Net (Decrease)/ Increase in Cash and Cash Equivalents (730,877,519) 468,292,432
Cash and Cash Equivalents at the Beginning of the Year 731,149,085 262,856,653
Cash and Cash Equivalents at the end of the Year 271,566 731,149,085
Cash and Cash Equivalents at the end of the Year comprises of
Cash in hand 37,544 47,034
Balances with Scheduled Banks in Current Accounts 234,022 731,102,051
TOTAL 271,566 731,149,085
Notes:
(1) The above cash flow statement has been prepared under the “Indirect Method” as set out in the Accounting Standard
- 3 on Cash Flow Statement.
(2) Figures in the bracket indicate cash outgo / income.
(3) Previous year’s figures have been regrouped and rearranged wherever necessary to conform to the 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

Sd/- Sd/-
(DIN-01314395) (DIN-00174831)
Sd/- Sd/- Sd/- Sd/-

Membership Number: 42190 (Membership No: A16914)

Date: May 29, 2015 Date: May 29, 2015

Notes Forming Part of the Financial Statements
1. OVERVIEW
Religare Enterprises Limited (“REL or the Company”) is a leading emerging markets financial services company in India. REL
was originally incorporated as a private limited company under the Companies Act, 1956 on January 30, 1984. The Company is
listed on National Stock Exchange of India Limited (NSE) and BSE Limited (BSE). The Company was registered with the Reserve
Bank of India as a Non- Banking Financial Company under section 45 IA of RBI Act, 1934 governed by Non-Banking Financial
(Non Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007 (“NBFC Directions”).
During the year ended March 31, 2015, the Company received the Certificate of Registration as a Non-Deposit Taking
Systemically Important Core Investment Company (“CIC-ND-SI”) vide Certificate No. N-14.03222 dated June 03, 2014
issued by the Reserve Bank of India (“RBI”). By virtue of above registration , the provisions of section 45-IA (1)(b) of the Act
and provisions of paragraphs 15, 16 and 24 of the Systemically Important Non-Banking financial (Non-Deposit Accepting or
Holding) Companies Prudential Norms (Reserve Bank) Directions, 2015 (“NBFC Directions 2015”) issued vide Notification
No. DNBR. 009/ CGM (CDS) -2015 dated March 27, 2015 not apply to the company, subject to the conditions specified in the
CIC Directions. More than 90% of its total assets are invested in long term investments in group companies.
REL is a diversified financial services company with presence in India and abroad operating through its Indian and overseas
subsidiaries. The Subsidiaries, Joint Ventures and Associates are primarily engaged in the business of broking in securities and
commodities, lending and investments, financial advisory services, custodial and depository operations, portfolio management
services, asset management and insurance, institutional equities and investment banking services to its clients.
2. SIGNIFICANT ACCOUNTING POLICIES
A) BASIS OF ACCOUNTING
These Financial Statements have been prepared in accordance with the generally accepted accounting principles
in India under the historical cost convention on accrual basis. Pursuant to section 133 of the Companies Act, 2013
read with Rule 7 of the Companies (Accounts) Rules, 2014, till the standards of accounting or any addendum thereto
are prescribed by Central Government in consultation with and after examination of recommendation of the National
Financial Reporting Authority, the existing Accounting Standards notified under the Companies Act, 1956 shall continue
to apply. Consequently, these financial statements have been prepared to comply in all material aspects with the
accounting standards notified under Section 211 (3C) [Companies (Accounting Standards) Rules, 2006, as amended]
and other relevant provisions of the Companies Act, 2013, NBFC Directions, 2015 and CIC Directions .
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 Revised Schedule III to the Companies Act, 2013 read with NBFC Directions 2015
as aforesaid. Based on the nature of products and the time between the acquisition of assets for processing and
their realisation in cash and cash equivalents, the Company has ascertained its operating cycle as 12 months for the
purpose of current – non current classification of assets and liabilities.
B) 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 year in which
results are known / materialized.
C) REVENUE RECOGNITION
(i) Interest income from financing activities is recognized on an accrual basis except in the case of non-performing
assets, where it is recognised on realisation, as per the NBFC Directions, 2015.
(ii) Dividend from investments is accounted for as income when the right to receive dividend is established by the
reporting date. Dividend income is included under the head “Income from Investments” in the Statement of Profit
and Loss.
(iii) Income from Interest on Fixed Deposits is recognized on an accrual basis.
(iv) Profit earned on sale of securities is recognised on trade date basis, net of expenses. The cost of securities is
computed based on weighted average basis.
(v) Income from Support Services Fees for rendering of professional services to group companies is recognized on
accrual basis.
(vi) Revenue excludes service tax.

D) DEBENTURE / LOAN EXPENSES
Loan processing charges and Debenture Issue Expenses are amortised over the tenor of the loan/debenture from the
month in which the Company has incurred the expenditure.
E) TANGIBLE ASSETS
Tangible Assets are stated at acquisition cost, net of accumulated depreciation and accumulated impairment losses.
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. Subsequent expenditures related to an item of tangible
assets are added to its book value only if they increase the future benefits from the existing asset beyond its previously
assessed standard of performance. Losses arising from the retirement of, and gains or losses arising from disposal of
tangible assets which are carried at cost are recognised in the Statement of Profit and Loss.
F) INTANGIBLE ASSETS
Intangible Assets are recognized only if it is probable that the future economic benefits that are attributable to assets
will flow to the enterprise and the cost of the assets can be measured reliably. Intangible assets are recorded at cost
and carried at cost less accumulated depreciation and accumulated impairment losses, if any. Intangible assets are
amortised on a straight line basis over their estimated useful lives.
Computer software which is not an integral part of the related hardware is classified as an intangible asset and is being
amortized over the estimated useful life.
G) DEPRECIATION
Immovable assets at the leased premises including civil works, electrical items are capitalized as leasehold improvements
and are amortized over the primary period of lease subject to maximum of 6 years.
Depreciable amount for assets is the cost of an asset, or other amount substituted for cost, less its estimated residual
value.
Depreciation on tangible fixed assets has been provided on the straight-line method as per the useful life prescribed in
Schedule II to the Companies Act, 2013 or the rates based on the useful life of the asset as estimated by the Management
taking into account the nature of the asset, the estimated usage of the asset, the operating conditions of the asset, past
history of replacement, anticipated technological changes, manufacturers warranties and maintenance support, etc
Depreciation is provided for on a pro-rata basis on the assets acquired, sold or disposed off during the year.

Useful life and rates specified in Schedule Useful life and rates considered by the
II of Companies Act-2013 application on Company on or after April 1, 2014
or after April 1, 2014
Asset Description
Useful Life of Depreciation Rate Useful Life of Asset Depreciation Rate
Asset (In year) (%) ( In year) (%)
Office Equipments 5 20% 2 to 5 20 % - 50%

Server and Networks 6 16.67% 5 to 6 16.67% - 20%
Laptop, Desktop etc. 3 33.33% 3 33.33%
Car 8 12.50% 8 12.50%

H) INVESTMENTS
Investments are classified into long term investments and current investments. Investments which are by nature readily
realisable and intended to be held for not more than one year from the date of investment are current investments and
Investments other than current investments are long term 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/ market value. In case of mutual funds, the net asset value of the units declared by the Mutual
Funds is considered as the fair value.
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) Exchange differences arising on settlement of revenue transactions are recognized in the Statement of Profit and
Loss.
(iii) Monetary items denominated in 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.
J) EMPLOYEE BENEFITS
(i) Contribution towards provident fund for all employees is made to regulatory authorities, where the Company
has no further obligations. Such benefits are classified as Defined Contribution Scheme as the Company does
not carry any further obligations, apart from the contributions made on monthly basis which 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 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
contribution to the gratuity fund (“Religare Enterprises 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.
(iii) 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 Balance Sheet
date.
(iv) 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.
(v) 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.
(vi) Stock Options granted to eligible employees under the relevant Stock Option Schemes are accounted for at
intrinsic value as per the accounting treatment prescribed by the Securities and Exchange Board of India (Share
Based Employee Benefits) Regulations 2014 (“SEBI Regulations”). Accordingly, the excess of average market
price, determined as per SEBI Guidelines of the underlying equity shares (market value) over the exercise price
of the options is recognized as deferred stock option expense and is charged to Statement of Profit and Loss on a
straight line basis over the vesting period of the options. The amortised portion of the cost is shown under reserves
and surplus.
K) LEASED ASSETS
i. Assets acquired under Leases where a significant portion of the risks and rewards of the ownership are retained
by the lessor are classified as Operating Leases. The rentals and all the other expenses of assets under operating
lease for the period are treated as revenue expenditure.
ii. 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.

L) TAXES ON INCOME

(i) Current tax is determined based on the amount of tax payable in respect of taxable income for the year.
(ii) Deferred tax is recognized, 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 years. Deferred Tax Asset are recognised and carried forward
only to the extent that there is a reasonable certainty that sufficient future taxable income will be available against
which such deferred tax asset can be realised.
(iii) Provision for taxation for the period(s) is ascertained on the basis of assessable profits computed in accordance
with the provisions of the Income Tax Act, 1961.
(iv) Deferred Tax asset and liabilities are measured using the tax rates and tax laws that have been enacted or
substantively enacted by the Balance Sheet date. At each Balance Sheet date, the Company re-assesses
unrecognised deferred tax assets, if any.
(v) Current tax assets and liabilities are offset when there is a legally enforceable right to set off the recognised
amount and there is intention to settle the assets and the liabilities on a net basis.
(vi) Deferred tax asset and liabilities are offset when there is a legally enforceable rights to set off assets against
liabilities representing the current tax and where the deferred tax and liabilities relate to taxes on income levied by
the same governing taxation laws.
M) PROVISIONS, CONTINGENT LIABILITIES
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 disclosed
where there is a possible obligation arising from past events, the existence of which will be conformed only by the
occurrence or non occurrence of one or more uncertain future events not wholly within the control of the Company or
at present obligation that arises from past events where it is either not probable that an outflow of resources will be
required to settled or a reliable estimate of the amount cannot be made. Contingent assets are neither recognized nor
disclosed in the financial statements. Provision for non-performing assets and contingent provision against standard
assets has been made as per NBFC Directions and CIC Directions.
N) 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
period in which an asset is defined as impaired. An impairment loss recognized in prior accounting periods is adjusted/
reversed if there has been a change in the estimate of the recoverable amount and such loss either no longer exists or
has decreased.
O) BORROWING COSTS
Borrowing costs include interest and amortisation 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 a qualifying 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 until such time as the assets are substantially ready for their intended use or sale. All other borrowing
costs are recognised in the Statement of Profit and Loss in which they occur.
P) CASH AND CASH EQUIVALENTS
Cash and cash equivalents include cash in hand, demand deposits with banks and other short-term highly liquid
investments with original maturities of three months or less.
Q) EARNINGS PER SHARE
The Basic earnings per share is computed by dividing the net profit / loss attributable to the equity shareholders for the
year by the weighted average number of equity shares outstanding during the reporting year.
For the purpose of calculating Diluted earnings per share the net profit / loss for the year attributable to equity
shareholders and weighted average number of shares outstanding during the reporting year is adjusted for the effects
of all dilutive potential equity shares. In considering whether potential equity shares are dilutive or antidilutive, each
issue or series of potential equity shares is considered separately rather than in aggregate.

3 Share Capital

Particulars
Authorized Capital
250,000,000 (March 31, 2014: 250,000,000) Equity Shares of 2,500,000,000 2,500,000,000
`10/- each
100,000,000 (March 31, 2014: 100,000,000) Redeemable 1,000,000,000 1,000,000,000
Preference shares of `10/- each
Total 3,500,000,000 3,500,000,000
Issued, subscribed and fully paid up shares
178,329,808 (March 31, 2014: 149,608,259) Equity Shares of 1,783,298,080 1,496,082,590
`10/- each
25,000,000 (March 31, 2014: 50,000,000) 13.66% Cumulative 250,000,000 500,000,000
Redeemable Preference shares of `10/- each
Nil (March 31, 2014: 3,500,000) 11.00% Cumulative Non- - 35,000,000
Convertible Redeemable Preference Shares of `10/- each
Nil (March 31, 2014: 2,600,000) 0.01% Cumulative Non- - 26,000,000
Convertible Redeemable Preference Shares of `10/- each
Total Issued, Subscribed and Fully Paid Up Shares 2,033,298,080 2,057,082,590
3.1 Reconciliation of the shares outstanding at the beginning and at the end of reporting period

Issued, subscribed and fully paid up
Equity Shares of 10/- each
Balance at the beginning of the year 149,608,259 1,496,082,590 149,401,323 1,494,013,230
Add: Shares issued during the year 28,721,549 287,215,490 195,936 1,959,360
through Preferential allotment (Refer Note
3.2)
Add: Shares issued during the year - - 11,000 110,000
through ESOP
Balance at the end of the year 178,329,808 1,783,298,080 149,608,259 1,496,082,590
13.66% Cumulative Redeemable
Preference shares of `10/- each Fully
Paid Up
Balance at the beginning of the year 50,000,000 500,000,000 50,000,000 500,000,000
Balance at the end of the year 25,000,000 250,000,000 50,000,000 500,000,000
Redeemable Preference Shares of
`10/- each Fully Paid up


Balance at the end of the year - - 3,500,000 35,000,000
Redeemable Preference Shares of `10/-
each Fully Paid up
Balance at the end of the year - - 2,600,000 26,000,000
Total 203,329,808 2,033,298,080 205,708,259 2,057,082,590
3.2 The Board of Directors of the Company on March 31, 2014, subject to necessary approval(s), has approved the
proposal of raising funds upto `55,000 lacs, by way of preferential allotment of equity shares to Bestest Developers
Private Limited (“BDPL”) and Standard Chartered Bank (Mauritius) Limited (“SCB”), non promoter companies.
During the year ended March 31, 2015 , as per the shareholders approval dated May 8, 2014 the company has allotted on
preferential basis 8,554,833 equity shares of `10 each fully paid and 7,349,385 equity shares of `10 each fully paid up to
BDPL and SCB respectively at a price of `316.78 per share including premium for repayment of its debt obligations, to redeem
preference shares of the Company, to meet capital expenditure and for the general corporate purposes.
3.3 The rights, preferences and restrictions attaching to equity shares including restrictions on the distribution of
The Company has only one class of equity shares having a face value of `10 per share. Each shareholder is entitled to one
vote per share. The company declares and pays dividend in Indian Rupee. The dividend proposed by the Board of the Directors
is subject to the approval of the shareholders in the ensuing Annual General Meeting except in case of Interim Dividend. In the
event of the liquidation of the company, the holder of the equity shares will be entitled to receive any of the remaining assets
of the Company, after distribution of all preferential amounts. The distribution will be in proportion of the number of the equity
shares held by the equity share holders.
The rights, preferences and restrictions attaching to Preference Shares including restrictions on the distribution of
Board of Directors of the Company on 28th September 2013 approved the proposal to seek the consent of preference
shareholders of the Company to vary the terms and conditions of 5.61 cr preference shares of face value of `10/- each
including but not limited to the change in date of redemption. All Preference shareholders have given their consent on October
15, 2013 under section 48 (1) of the Companies Act, 2013 (erstwhile Section 106 of the Companies Act, 1956) to vary the
terms and conditions.
The company has three classes of Preference Shares:
The face value of each share is `10.The shares shall have same voting rights applicable to the preference shares under
the Companies Act, 2013. Each preference share entitles the holder a right to receive, in priority to Equity shareholder ,
preference dividend on cumulative basis at a rate not exceeding 13.66% per financial year. In the event of liquidation of the
Company, the holder is entitled to receive in priority to all equity shares, amount equal to the total of paid up capital plus the
redemption premium, any unpaid dividend as per the terms of issue. The shares are allotted in three tranches on October 31,
2008, December 3, 2010 and April 27, 2011 having face value of `250,000,000, 120,000,000 and `130,000,000 respectively
at `100 each (including premium of `90 per share). The Board of Directors of the Company in its meeting held on May 30,
2014 approved the proposal to redeem the above mentioned class of preference shares out of funds raised through preference
allotment of Equity shares of the Company. On June 2, 2014, the Company redeemed 12,000,000 shares at a premium of
`144.26 per share and 13,000,000 shares at a premium of `138.28 per share.

The repayment terms of preference shares issued are as below:

The above shares are redeemable at a premium not exceeding `269.36 (Previous Year Ended March 31, 2014 `269.36 per
share(Tranche I), `218.42 per share(Tranche II), `209.14 per share (Tranche III)) on October 31, 2018 or at an earlier date
as may be decided by the Board of Directors of the Company.
11.00% Cumulative Non-Convertible Redeemable Preference Shares
premium, any unpaid dividend as per the terms of issue. The shares were allotted in one tranche on November 12, 2011 having
meeting held on May 30, 2014 approved the proposal to redeem the above mentioned class of preference shares out of funds
0.01% Cumulative Non-Convertible Redeemable Preference Shares
Companies Act, 2013. Each preference share entitles the holder a right to receive, in priority to Equity shareholder, preference
premium, any unpaid dividend as per the terms of issue. The shares were allotted in one tranche on January 24, 2012 having
meeting held on May 30, 2014 approved the proposal to redeem the above mentioned class of preference shares out of funds
The redemption of above shares had been made out of proceeds of preferential allotment of shares as stated in Note 3.2 in
accordance with provisions of Section 55 of the Companies Act, 2013 (erstwhile Section 80 of the Companies Act 1956) and
no amount required to be transferred to Capital Redemption Reserve, since the redemption of the aforesaid preference shares
has been made out of proceeds of the preferential allotment.
Preference Shareholders of the Company relinquished their voting rights in respect of their preference shares arising by virtue
of Section 47(2)of the Companies Act, 2013 (erstwhile Section 87 (2) (b) of the Companies Act, 1956).
3.4 Details of shares held by shareholders holding more than 5% of the aggregate shares in the company
Name of the Shareholder As at March 31, 2015 As at March 31, 2014

a. Equity Shares No. of Shares held % of Holding No. of Shares held % of Holding
RHC Finance Private Limited 29,112,634 16.33 34,162,634 22.83
Shivi Holdings Private Limited 10,000,000 5.61 14,082,306 9.41
Malav Holdings Private Limited 7,770,000 4.36 14,082,306 9.41
Malvinder Mohan Singh 11,123,525 6.24 8,523,525 5.70
Shivinder Mohan Singht 10,876,602 6.10 10,876,602 7.27
RHC Holding Private Limited 21,939,358 12.30
Shabnam Dhillon 15,188,441 8.52 15,188,441 10.15
India Horizon Fund Limited 14,364,680 8.06 14,364,680 9.60
International Finance Corporation 12,818,331 7.19 -
SSGD Projects Development 7,864,505 4.41 8,201,586 5.48
Private Limited

Name of the Shareholder As at March 31, 2015 As at March 31, 2014

b. Preference Shares
RHC Finance Private Limited - - 12,000,000 21.39
RHC Holding Private Limited - - 19,100,000 34.05
Oscar Investments Limited 25,000,000 100 25,000,000 44.56
3.5 There are no shares bought back by the company during the period of five years immediately preceding the Balance Sheet
Date. There are no securities that are convertible into equity/ preference shares other than employee stock options issued by
the Company.
4 Reserves and Surplus

Particulars
a. Capital Redemption Reserve (as per last balance sheet) 750,000 750,000
b. Securities Premium Account

Balance at the beginning of the year 35,593,695,726 35,541,029,187
Add : Premium on issue of Equity/ Preference Shares issue 8,799,276,684 60,827,998
during the year
Less : Premium utilised for redemption of Preference Shares (4,031,678,942) -
Less : Securities Issue Expenses (75,000) (8,161,459)
Balance at the end of the year 40,361,218,468 35,593,695,726
c. Share Options Outstanding Account (as per last balance 902,700 902,700
Sheet)
d. General Reserve (as per last balance Sheet) 72,894,307 72,894,307
e. Statutory Reserve U/s 45 IC of RBI Act, 1934 10,192,948 10,192,948
f. Surplus in Statement of Profit and Loss

Balance Profit/ (Loss) as at the beginning of the year (16,883,334,170) (15,588,354,309)
Add: Profit/(Loss) for the current year (1,035,067,880) (1,294,979,861)
Less: Transition impact of Depreciation due to Companies (8,411) -
Act 2013
Balance of Profit/ (Loss) at the end of the year (17,918,410,461) (16,883,334,170)
Total 22,527,547,962 18,795,101,511
5 Long Term Borrowings

Particulars
Secured Loans
Non Convertible Debentures # (Refer Sch 5.1) 4,486,000,000 12,101,250,000
Sub Total 4,486,000,000 12,101,250,000

5.1 Details of Privately Placed Secured Non Convertible Debentures (NCD’s) outstanding as on March 31, 2015 are as
below:
Coupon Rate As at As at
March 31, 2015 March 31, 2014 Date of Allotment Redeemable on
Zero (Refer Note 1 below) - 4,750,000,000 September 30, 2013 August 9, 2019
10.50% (Refer Note 1 below) - 1,500,000,000 September 30, 2013 August 9, 2019
14% (Refer Note 2 below) - 1,363,750,000 March 28, 2013 June 30, 2014
14% (Refer Note 2 below) 1,363,000,000 1,363,750,000 March 28, 2013 June 30, 2015
Zero (Refer Note 3 below) 1,760,000,000 1,760,000,000 March 28, 2013 March 28, 2018
5,849,000,000 13,465,000,000
As at March 31, 2015

Current 1,363,000,000 1,363,750,000
Non-Current 4,486,000,000 12,101,250,000
Total 5,849,000,000 13,465,000,000
The above debentures are privately placed with FIIs/ Corporates/ Banks and Trusts. As per Trust deed, Non-Convertible
Debentures are also secured by specific charge on immovable property of insignificant value.
Note 1: The Company issued privately placed Zero Coupon Non Convertible Debentures (NCDs) and 10.5% Non Convertible
Debentures (NCDs) of face value of `1,000,000 each which are secured by first pari passu charge on freehold land of the
Company, assignment of the relevant provisions of the Joint Venture Agreement and the bank guarantee. On September 26,
2014 the Company made an early redemption of above NCDs alongwith interest to the beneficiary holders.
Note 2: The Company issued 14% REL 2017 Secured Rated Listed Non Convertible Debentures of the face value of
`1,000,000 each which are secured by Pari Passu mortgage over the Company’s immovable property, pari passu / exclusive
pledge over issued and paid up equity shares of Religare Finvest Limited, held by the company, exclusive charge on the amount
in escrow accounts and first ranking charge and hypothecation under the agreement between the company and RFL (RFL Loan
Agreement)* and Unconditional and irrevocable personal guarantees of the Promoters in favor of the Debenture Trustees.
*RFL Loan Agreement refers to loan agreements executed or to be executed between the company and RFL whereby the
company has extended or will extend loans or similar facilities to RFL which qualify as Tier I or Tier II capital for RFL. Further,
as at balance sheet date, apart from investment of Rs.150 crore in Compulsory Convertible Debentures of RFL, the company
has not made any other loan to RFL.
Note 3 : The Company issued Zero Coupon Rated Listed Secured Non Convertible Debentures of face value of `1,000,000
each which are secured by first pari passu charge over immovable property of the Company in Gujarat and pledge over
33,242,071 (Previous Year 33,242,071) equity shares of RGAM Investment Advisers Private Limited (formerly RGAM
Corporation Private Limited) held by the Company.
For the previous year ended March 31, 2014, the Company has bought back and cancelled 1,240 Zero Coupon Secured Rated
Listed Non Convertible Debentures face value of `1,000,000 each.

6 Deferred Tax Liability
As on March 31, 2015 As on March 31, 2014

Particulars
Deferred Tax Assets
Leave Encashment 46,906 -
Provision on Contingent Standard Asset 3,399,000 1,951,025
Total Deferred tax Assets 3,445,906 1,951,025
Deferred Tax Liability
Difference between Book and tax depreciation 3,623,015 12,754,858
Total Deferred Tax Liability (Net) 177,109 10,803,833
6.1 Deferred Tax Assets and Deferred Tax Liabilities have been offset as they relate to the same governing taxation laws.
7 Other Long Term Liabilities
As on March 31, 2015 As on March 31, 2014

Particulars
Interest Accrued but not due on Secured Loans 530,197,326 522,743,622
Total 530,197,326 522,743,622
8 Long Term Provisions

Particulars
a) Provision for employee benefits
Leave Encashment 107,000 -
b) Others
- Provision for diminution in the value of Non-Current 16,013,371,670 16,013,371,670
investments
Total 16,013,478,670 16,013,371,670
9 Short Term Borrowings

Particulars
Secured
Term Loan 1,400,000,000 -
Total 1,400,000,000 -
9.1 During the period ended March 31, 2015, the company entered into Rupee Facility Agreement (“Facility Agreement”) with the
financial institutions, repayable at a bullet payment, for tenure of twelve months. The pricing of above the above loans availed
by the company ranges between 14% to 16%
The above facilities are secured by pledge of RFL Shares held by the company pursuant to the RFL Share Pledge Agreement,
on pari passu basis; first ranking and exclusive charge by way of hypothecation on the Transaction Account and all the
amounts lying therein, including the Receivables, and all Permitted Investments made therefrom as per Facility Agreement;
first ranking charge and hypothecation, on pari passu basis with the Debenture Trustee, of all the rights, title and interest of
the company under the RFL Loan Agreements; first ranking and exclusive charge on the Company Contribution Instruments
pursuant to the RFL Pledge Agreement; and the Demand Promissory Note.

10 Trade Payables

Particulars
Dues of other than Micro Small and Medium Enterprises 27,501,221 50,172,899
(MSME) parties
Total 27,501,221 50,172,899
11 Other Current Liabilities

Particulars
(a) Current maturities of long-term debt (Refer Note No. 5.1, 1,363,000,000 5,412,104,000
11.1)
(b) Interest accrued but not due on Secured Loans 419,834,321 694,652,545
(c) Book Overdraft 2,165,018 -
(d) Security Deposits - 6,979,500
(e) Unpaid dividends (Refer Note 19) 325,062 329,448
(f) Advance received against Sale Consideration (Refer Note 8,754,798,240 -
15.1)
(g) Other payables
- Taxes & Other Statutory Payables 18,259,887 52,965,863
-Others 2,427,222 85,760,687
Total 10,560,809,750 6,252,792,043
11.1 For the previous year ended March 31, 2014, It includes Privately Placed Un Secured Compulsory Convertible Debentures
(CCD’s) `4,048,354,000. On May 6, 2014 the CCD’s were converted into 12,817,331 Equity Shares of face value of `10 each
at an issue price of `315.85/- per equity share including premium determined in accordance with the SEBI (ICDR) Regulations,
2009 to International Finance Corporation (“IFC”)
11.2 During the year ended March 31, 2015, unclaimed amount of application money held in escrow account with banks in respect
of Initial Public Offer by the company in 2007 for `2,959,273 has been depsoited by the respective banks under instructions
of the company with Investor Education and Protection Fund account of the Central Government under Section 205 C of the
Companies Act, 1956.
12 Short Term Provisions

(a) Provision for employee benefits
Leave Encashment (Refer Note 32) 31,000 -
(b) Others
Contingent Provision on Standard Assets (Refer Note 10,000,000 5,740,000
no. 12.1)
Total 10,031,000 5,740,000
12.1 Contingency provision represents 0.25% of the Outstanding Standard Loans, which is in compliance with RBI notification
number RBI/2010-11/370 DNB.PD.CC No.207/03.02.2002/2010-11 dated January 17, 2011.

Fixed Assets
13 Tangible Assets
Balance Additions Disposals / Balance as Balance as Depreciation Disposals / Balance Balance as Balance
as at during the Adjustment at March 31, at April for the Year Adjustment as at March at March 31, as at March 31,
Particulars April 1, 2014 Year during the 2015 1, 2014 during the 31, 2015 2015 2014
Year Year
Annual Report 2015

Amount (`) Amount (`) Amount (`) Amount (`) Amount (`) Amount (`) Amount (`) Amount (`) Amount (`) Amount (`)
Land (Refer Note 5.1) 2,471,290 - - 2,471,290 - - - - 2,471,290 2,471,290
Computer System 1,118,856 3,000 - 1,121,856 604,389 260,091 (8,411) 872,891 248,965 514,467
and Peripherals
Vehicles 3,366,560 - - 3,366,560 1,426,499 548,507 - 1,975,006 1,391,554 1,940,061
Office equipment 3,595,947 - - 3,595,947 1,995,322 583,581 - 2,578,903 1,017,044 1,600,625
Total 10,552,653 3,000 - 10,555,653 4,026,210 1,392,179 (8,411) 5,426,800 5,128,853 6,526,443
Previous Year 19,902,813 1,265,090 10,615,250 10,552,653 5,387,302 2,656,585 4,017,677 4,026,210 6,526,443
13.1 There are no adjustments to Tangible Assets on account of borrowing costs and exchange differences. There is no revaluation of assets during the
year.
13.2 Pursuant to the provisions of The Companies Act, 2013 (the Act), the Company has computed depreciation on fixed assets other than intangible
assets with reference to the estimated useful life of assets prescribed in Schedule II to the Act or actual useful life of assets whichever is lower. In
respect of the assets, where the useful life is completed as per the Act, the Written Down Value (WDV) as at April 1, 2014 has been adjusted in Surplus
in Statement of Profit and Loss for `8,411 and in other cases the WDV as at April 1, 2014 is depreciated over the remaining life of the assets and
recognised in the Statement of Profit and Loss that has resulted in charge of depreciation higher by `645,163 for the year ended March 31, 2015 due
to change in estimates.
14 Intangible Assets
Balance as Additions Disposals / Balance Balance Depreciation Disposals / Balance Balance Balance
at April 1, during the Adjustment as at March as at April for the Year Adjustment as at March as at March as at March 31,
Particulars 2014 Year during the 31, 2015 1, 2014 during the 31, 2015 31, 2015 2014
Year Year
Amount (`) Amount (`) Amount (`) Amount (`) Amount (`) Amount (`) Amount (`) Amount (`) Amount (`) Amount (`)
Computer Softwares 179,827,810 25,452 179,802,358 132,498,837 28,407,847 17,487 160,889,197 18,913,161 47,328,973
Total 179,827,810 - 25,452 179,802,358 132,498,837 28,407,847 17,487 160,889,197 18,913,161 47,328,973
Previous Year 180,056,885 - 229,075 179,827,810 104,194,340 28,416,742 112,245 132,498,837 47,328,973
14.1 There are no adjustments to Intangible Assets on account of borrowing costs and exchange differences. There is no revaluation of assets during the
year.
243
15 Non Current Investments
Face As at March 31, 2015 As at March 31, 2014

Particulars
Value Numbers Amount (`) Numbers Amount (`)
Unquoted - Other than trade
Investments (at cost)
(a) Investment in Equity Shares
(Fully paid up)
Of Subsidiaries
- Religare Securities Limited `10 34,492,800 2,868,224,518 34,492,800 2,868,224,518
- Religare Finvest Limited (Refer `10 173,322,137 13,803,356,850 173,322,137 13,803,356,850
Note 5.1, 9.1)
- REL Infrafacilities Limited # `10 30,850,000 417,000,000 30,850,000 417,000,000
- Religare Finance Limited `10 1,598,700 15,987,000 1,598,700 15,987,000
- Religare Health Insurance `10 315,000,000 3,150,000,000 225,000,000 2,250,000,000
Company Limited
- RGAM Investment Advisers `10 151,504,495 8,933,437,265 63,500,000 3,792,637,265
Private Limited (Refer Note 15.3)
-Religare Commodity Broking `10 300,000 39,856,670 300,000 39,856,670
Private Limited #
- Religare Arts Initiative Limited # `10 30,577,500 305,775,000 30,577,500 305,775,000
-Religare Capital Markets (India) `10 50,000 500,000 50,000 500,000
Limited #
Of Joint Ventures
-Aegon Religare Life Insurance `10 576,620,000 5,766,200,000 575,080,000 5,750,800,000
Company Limited (Refer Note 15.1)
(b) Investment in Equity instruments
(Partly paid up)
Of Subsidiaries
-Religare Capital Markets Limited # `15 81,550,000 3,855,500,000 81,550,000 3,855,500,000
(c) Investments in Preference Shares
Of Subsidiaries (Fully Paid Up)
-Religare Capital Market Limited # `10 525,000,000 7,500,000,000 525,000,000 7,500,000,000
-RGAM Investment Advisers Private `10
Limited (Refer Note 15.3)
0.10% Cumulative Non -Convertible `10 - - 13,425,000 1,342,500,000
0.01% Non Cumulative Optionally `10 - - 34,133,000 3,413,300,000
Convertible
0.01% Non cumulative Non `10 10,650,000 1,065,000,000 - -
Convertible
Of Subsidiaries (Partly Paid Up)
-Religare Capital Market Limited # `10 620,000,000 3,906,000,000 620,000,000 3,906,000,000
(Paid Up `6.30)
(d) Investments in Debentures of a
Subsidiary
(Compulsory Convertible
Debentures)
-Religare Finvest Limited (Refer `10,00,000 1,500 1,500,000,000 1,500 1,500,000,000
Note 5.1)
Total 53,126,837,303 50,761,437,303
# Provision for dimunition in value of its long term investments has been made in accounts.

15.1 Pursuant to clause 18.2 of the original JV agreement with Aegon India Holding N.V. (“Aegon”), the company has complied with
the initial Capital Contribution requirement and during the year has expressed its desire to exit the JV. As per the restated JV
agreement entered between Aegon and the Company in August 2014 and Share Purchase Agreement entered into between
Bennett, Coleman & Co. Limited (BCCL) subsequent to the Balance Sheet Date i.e. on May 08, 2015, the Company has agreed
to transfer its entire holding in the JV to BCCL in compliance with the aforesaid agreements and subject to various regulatory
approvals. The necessary applications for approvals from IRDAI, FIPB, and CCI have been made by the JV Company and
awaiting relevant approvals. Pursuant to the aforesaid agreement, the Company has received a part advance from Aegon
towards their capital protection with minimum compounded return against the proposed future transfer of shares in the JV
Company. The value of the Bank Guarantee has been reduced to the extent of such advance received. The funds received
have been partly utilized for early redemption of NCDs issued by the company and release of securities i.e. receivables from
Aegon, including aforesaid bank guarantee. The Bank Guarantee has been reassigned in favour of the Company for a reduced
value as aforesaid.
The Company has appointed a financial advisor in connection with the proposed sale as aforesaid. Upfront fee paid till date
has been accounted for as an ‘Advance’ pending transfer of shares to the prospective purchaser as per the terms of the Share
Purchase Agreement.
In terms of restated JV agreement pending transfer of shares, the parties have given commitment to contribute incremental
capital in JV company, if called for, subject to the conditions stated therein. The company has made an additional investment
of `132 lacs (out of `17,292 lacs) during the year and committed liabilitiy have been reducted by said amount. Since a part
advance is received and for the balance amount the guarantee is in force, no provision for diminution in the value of the said
long term investment has been made. Accordingly, the capital gains will be recognized in the Statement of Profit and Loss on
completion of transfer of shares to the third party after obtaining necessary regulatory approvals.
15.2 Pursuant to the High Court vide order dated March 23, 2015, RCML filed the certified copy of the order with ROC which got
registered on 08 May 2015 and accordingly the reduction of shares capital became effective from May 08, 2015. Since the
company has already impaired the investment held in such preference share capital in previous years, there will be no impact
on the Statement of Profit and Loss.
15.3 During the year ended March 31, 2015, the Investment & Borrowing Committee (“Committee”) of the company has sanctioned
for conversion of Non Convertible Preference Shares of RGAM Investment Advisers Private Limited (excluding 10,650,000
0.01% Non-Convertible Preference Shares) to optionally convertible preference shares and thereby equity shares.
15.4 As at March 31, 2015 As at March 31, 2014

Particulars
- Quoted Investments - -
- Unquoted Investments 53,126,837,303 50,761,437,303
Book Value of Investments 53,126,837,303 50,761,437,303

15.5 (i) The company had acquired / transferred/ disposed its investments in subsidiaries and others as below :
March 31, 2015 March 31, 2014

Name of the Company
Nos Amount (`) Nos Amount (`)
Investments Made During the Year
In Equity Shares
Religare Health Insurance Company Limited 90,000,000 900,000,000 67,500,000 675,000,000
Religare Arts Initiative Limited - - 2,770,000 27,700,000
RGAM Investment Advisers Private Limited 685,571 40,000,000 - -
(0.01 % Cumulative Non-Convertible)

March 31, 2015 March 31, 2014

Name of the Company
Nos Amount (`) Nos Amount (`)
Vistaar Capital Advisors Limited 11,447,800
Aegon Religare Life Insurance Company 1,540,000 15,400,000 47,080,000 470,800,000
Limited
In Preference Shares (Fully Paid Up)
RGAM Investment Advisers Private Limited 14,100,000 1,410,000,000 10,761,000 1,076,100,000
Religare Wealth Management Limited - - 1,300,000 19,500,000
(8% Non-Cumulative Compulsory Convertible)
In Preference Shares (Partly Paid Up)
Religare Capital Markets Limited - - - 806,000,000
TOTAL 106,325,571 2,365,400,000 129,411,000 3,086,547,800
Investments Sold/ Buy Back During the
Year
Equity Shares
Religare Securities Limited - - 5,000,000 1,370,000,000
Religare Finance Limited - - 451,300 6,318,200
Religare Wealth Management Limited - - 65,000,000 1
Religare Arts Initiative Limited - - 10,192,500 10,978
Vistaar Capital Advisors Limited - - 176,009 1
Religare Wealth Management Limited - - 7,500,000 123,559,199
- - 88,319,809 1,499,888,379
15.5 (ii) Details of Profit / Loss on Sale of Investments on Buyback/ Sale of Investment of subsidiaries during the previous year
ended March 31, 2014:
Amount (`)
Provision Written
Name of subsidary Investments (at Cost) Sale Proceeds Profit/ (Loss)
Back
For Buy Back
Religare Securities Limited 415,771,482 1,370,000,000 - 954,228,518
Religare Finance Limited 4,513,000 6,318,200 - 1,805,200
For Sale of Investments
Religare Wealth Management 725,000,000 123,559,200 650,000,000 48,559,200
Limited
Religare Arts Initiative Limited 101,925,000 10,978 101,925,000 10,978
Vistaar Capital Advisors Limited 47,526,293 1 36,078,494 (11,447,798)

16 Long Term Loans and Advances

Particulars
a. Security Deposits 70,127,217 70,127,217
b. Prepaid expenses (including unamortised NCD Issue related 16,141,427 315,897,372
expenses)
c. Advance payment of Taxes and tax deducted at source (net 209,936,389 199,944,626
of Provision for Tax `426,744,712, Previous Year
`309,772,428)
TOTAL 296,205,033 585,969,215
17 Other Non Current Assets

Particulars
Interest Accrued on Fixed Deposits - 19,355,643
Other Bank balances
- Fixed Deposit Accounts (See note 19.1) - 674,600,000
Total - 693,955,643
18 Current Investments

Particulars Face Value
(a) Investments in Mutual
Funds (at Cost) -
Unquoted
Religare Liquid Fund - `1,000 32,486.99 62,500,000 14,183.16 25,000,000
Growth Plan
Total 32,486.99 62,500,000 14,183.16 25,000,000
19 Cash and Bank Balances

Particulars
Cash and Cash Equivalents:
Cash in hand 37,544 47,034
a. Balances with banks in Current Accounts 234,022 731,102,051
271,566 731,149,085
b. Other Bank Balances
- Fixed Deposits Accounts (See note 19.1) 20,900,000 384,870,000
- Others* 325,062 41,089,727
Total 21,496,628 1,157,108,812
*Other Bank Balances includes restricted bank balances amounting to `325,062 (March 31, 2014 `41,089,727) in restricted
Accounts which are not available for use by the company. The restrictions are primarily on account of balances in escrow
accounts for capital commitment, receivables against interest obligations and unclaimed dividend for past years.

19.1 Particulars As at March 31, 2015 As at March 31, 2014

Kept as Free from Kept as Free from
Fixed Deposits with Banks Total Total
Security (*) any Lien Security (*) any Lien
- Upto 12 months maturity 20,900,000 20,900,000 298,270,000 298,270,000
from the date of Acquisition
- Maturity more than 12 - - - 86,600,000 86,600,000 -
months but within one year
from the Reporting Date
Total (A) 20,900,000 - 20,900,000 384,870,000 384,870,000 -
Shown as Current Assets 20,900,000 - 20,900,000 384,870,000 384,870,000 -
(A)
- Maturity more than 12 - - - 674,600,000 674,600,000
months from the reporting
date
Shown as Non- Current - - - 674,600,000 674,600,000 -
Assets (B)
Total (A+B) 20,900,000 - 20,900,000 1,059,470,000 1,059,470,000 -
*All FDs are kept as margin money or security or commitment towards borrowings
20 Short Term Loans and Advances

Particulars
a. As per NBFC Guidelines (Refer note 20.1) - Standard
- To related parties 3,569,843,107 2,081,469,962
Unsecured, considered good - Standard
b. Loans and advances to related parties 38,444,109 107,129,770
c. Security deposits 500,000 500,000
d. Prepaid expenses (including unamortised NCD Issue related 29,791,171 178,240,529
expenses)
e. Deferred Consideration against Sale of Investment of a subsidiary 24,900,000 24,900,000
company (Refer Note 20.2)
f. Loans and Advances recoverable in cash or in kind 215,276,124 603,622
g. Balances with Service Tax Authorities 65,454,549 38,164,558
Total 3,944,209,060 2,431,008,441
20.1 As per NBFC Guidelines

Particulars Loans & Advances Other Loans & Loans & Advances to Other Loans &
to Related Parties Advances Related Parties Advances
Unsecured, Considered Good
Standard Assets 3,569,843,109 - 2,081,469,962 -
Total 3,569,843,109 - 2,081,469,962 -

Name of Related Party As at March 31, 2015 As at March 31, 2014

ANR Securities Private Limited 719,110,877 -
Ranchem Private Limited 1,450,000,000 -
Oscar Investments Limited 46,469,041 -
RGAM Investment Advisers Private Limited 1,193,000,000 -
Ligare Voyages Limited - 1,063,300,000
Ligare Aviation Limited - 786,800,000
REL Infrafacilities Limited 156,688,189 150,369,962
RWL Healthworld Limited - 81,000,000
Religare Arts Initiative Limited 4,575,000 -
Total 3,569,843,107 2,081,469,962
20.2 The Company has sold 100% equity shares of the SMPL Financial Consultancy Services Limited (formerly Religare
Financial Consultancy Services Limited) at an aggregate price of `50,000,000 and received `25,100,000 against such
consideration.
21 Other Current Assets

Particulars
Other Current Assets
- Interest Accrued on Inter Corporate Loans (from related parties) 113,198,506 73,326,151
- Interest Accrued on Fixed Deposits 552,574 27,397,187
Total 113,751,080 100,723,338
Name of Related Party As at March 31, 2015 As at March 31, 2014

ANR Securities Private Limited 25,241,415 -
Ranchem Private Limited 45,049,315 -
Oscar Investments Limited 6,864,313 -
RGAM Investment Advisers Private Limited 31,707,616 -
Ligare Voyages Limited - 36,705,700
Ligare Aviation Limited - 27,160,766
REL Infrafacilities Limited 4,183,006 6,663,521
RWL Healthworld Limited - 2,796,164
Religare Arts Initiative Limited 152,841 -
Total 113,198,506 73,326,151
22 Revenue from Operations

Interest Income on Long term Debentures 163,500,000 163,500,000
Interest Income on Inter Corporate Loans 391,786,257 270,799,069
Dividend from subsidiary company * 519,966,411 450,637,556
Profit on sale of Long Term Investments (Refer Note 15.5 (ii)) - 956,033,718
Profit on sale/ redemption of Short Term Investments 7,947,806 4,351,852
Total 1,083,200,474 1,845,322,195

*The company has received and accounted for dividend income from Religare Finvest Limited (RFL), a subsidiary of
the Company @ `3.00 per equity share for the year ended March 31, 2014 (Previous Year `2.60 per equity share)
23 Other Income

Interest on Fixed Deposits with Banks 56,947,986 57,932,076
Write Back of Provision for Dimunition in Value of Long Term - 788,003,494
Investment (Refer Note 27.2)
Write Back of Contingent Provision on Standard Assets (Refer 4,650,000 2,400,000
Note 27.2)
Recovery of Excess Remuneration (Refer Note 36 C) - 76,061,538
Other Non Operating Income (net of expenses)
Miscellaneous Income 355,150 1,506,514
Total 61,953,136 925,903,622
24 Employee Benefits Expense

Salaries, Allowances and Bonus 30,414,347 18,674,580
Contribution to Provident and Other Funds 647,161 764,202
Leave Encashment (Refer Note 32) 138,000 (15,882,014)
Gratuity (Refer Note 32) - (119,710)
Staff Welfare Expenses 313,014 1,748,416
Training and Recruitment Expenses 54,658 6,106,445
Less: Expenses shared by Subsidiaries/ Sub-Subsidiaries/Joint (280,359) (1,631,553)
Venture/ Others (Refer Note 27.3)
Total 31,286,821 9,660,366
25 Finance Costs

Interest Expense
- Inter Corporate Loans - 5,451,926
- Term Loan 153,600,000
- Interest on Compulsory Convertible Debentures 54,187,668 648,489,017
- Interest on Non- Convertible Debentures 1,256,297,318 1,402,873,862
- Interest (on Tax) 1,018,533 -
- Amortisation of Expenses related Issue of Non-Convertible 382,850,040 95,593,220
Debentures


- Amortisation of Expenses related to Term Loan 9,755,137 -
- Breakup Cost (net) (Refer Note 15.1) -
Gross Expense Paid by the Company 317,900,250
Less: Expense Recovered from JV Partner 305,279,000 12,621,250 -
Other Borrowing Costs
- Bank Guarantee Commission (Refer Note 30) 66,854,844 79,092,560
Total 1,937,184,790 2,231,500,585
25.1 There are no finance costs arising on account of exchange gain difference on account of foreign borrowings.
26 Depreciation & Amortization Expense

Depreciation - Tangible Assets 1,392,179 2,656,584
Amortization - Intangible Assets 28,407,847 28,416,743
Total 29,800,026 31,073,327
27 Other Expenses

Rent 302,669,945 444,430,773
Insurance 2,359,268 3,203,583
Rates and Taxes, excluding taxes on income 2,451,286 5,575,446
Foreign Exchange Loss (net) - 1,247,470
Communication Expenses 965,190 1,105,270
Printing and Stationery 1,252,138 1,412,636
Directors Sitting Fees 7,066,522 600,486
Filing Fees 1,261,772 1,261,426
Advertisement and Business Promotion 8,596,058 21,711,515
Postage and Courier 597,031 441,016
Electricity and water expenses 72,489,664 69,037,047
Repair and Maintenance - Others 244,541 77,669
Legal and Professional Charges 31,972,446 54,118,592
Membership and Subscription 2,100,791 2,738,003
Office Expenses 88,388 204,060
Traveling and Conveyance Expenses 4,493,122 4,881,794
Loss on sale of Fixed assets (Net) 7,966 5,343,629
Miscellaneous Expenses * 3,765,401 4,632,329
Custodial and Stamp Charges 3,930,000 -


Donation and charity 300,000 -
Fines & Penalties # 855,063 30,275,279
Payment to Auditors (Refer Note 27.1) 5,653,650 4,734,597
Provision For Dimunition In Value Of Investment (Refer Note 27.2) - 27,700,000
Loss on sale of Long Term Investments (net) (Refer Note 15.5 (ii)) - 750,881,115
Contingent Provision against Standard Assets (Refer Note 27.2) 8,910,000 5,311,685
Less: Expenses shared by Subsidiaries/ Sub-Subsidiaries/Joint (385,904,009) (526,976,901)
Venture/ Others (Refer Note 27.3)
Total 76,126,233 913,948,519
*Inclusive of `1,500,000 for Corporate Social Responsibility Expenses. The CSR Committee of the Board has approved to the
CSR expenses required to be incurred under section 135 of Companies Act, 2013. The company intends to spend the amount
as applicable for financial year 2015-16 in the next year.
# During the previous year ended March 31, 2014 the Company had paid Rs. 27,626,500 to Reserve Bank of India towards
the compounded fees in relation to its Compounding Application for contravention of Regulation 9 of Notification No. FEMA
120/2000/RB-2004 dated July 7, 2004”.
27.1 Payment to Auditors (Exclusive of Service Tax)
As Auditor:
Audit fees 4,171,000 3,570,000
Tax Audit Fees 150,000 150,000
In other Capacity
For Other Services 880,000 523,500
For Reimbursement of Expenses 452,650 491,097
Total 5,653,650 4,734,597

27.2 Year Ended Year Ended
Transfer to Provisions March 31, 2015 March 31, 2014
Provision for dimunition in value of Long Term Investments - 27,700,000
Provision for Dimunition in Value of Long Term Investment (Exceptional Item) - 806,000,000
Write Back of Provision for Dimunition in Value of Long Term Investment - (788,003,494)
Net Impact - 45,696,506
Write Back of Contingent Provision on Standard Assets (4,650,000) (2,400,000)
Net Impact 4,260,000 2,911,685
Total 4,260,000 48,608,191
27.3 Recovery of Expenses in Note No. 24 “Employee Benefit Expenses” represents the amount of `280,359 (March 31, 2014
`1,631,553) reimbursed by the Group Entities towards the Insurance personnel cost and in Note 27 “Other Expenses”
represents the amounts of `385,904,009 (March 31, 2014: `526,976,901) reimbursed by the Group Entities towards the cost
of shared common facilities as per mutually agreed terms with such entities.

28. Year Ended Year Ended

(ia) Net Loss after tax (1,035,067,880) (1,294,979,861)
Less: Dividend on Cumulative Preference shares (34,150,000) (72,152,600)
Less: Provision for dividend distribution tax on Cumulative (6,992,213) (12,262,334)
Preference shares dividend
Net Profit available for Equity Shareholders (1,076,210,093) (1,379,394,795)
(ib) Adjustments for Diluted Profit/ (Loss)
Add: Interest Cost on Compulsory Convertible Debentures - 648,489,017
Less Tax Saving on Interest on Compulsory Convertible Debentures - (8,784,007)
Net Profit (adjusted) available for Equity Shareholders (1,076,210,093) (739,689,785)
(ii) Weighted Average number of Equity Shares for Basic EPS (No) 174,878,516 149,528,735
Add: Adjustments on Weighted Average Number of Potential Equity
Shares
On account of Employees Stock Options 90,613 83,390
On account of Compulsory Convertible Debentures - 12,817,331
Weighted Average number of Equity Shares for Diluted EPS (No) 174,969,129 162,429,456
(iii) Nominal value of Equity shares 10 10
(iv) Earnings Per Equity Share
Basic (in `) (6.15) (9.22)
Diluted (in `) (6.15) (9.22)
29 Contingent Liabilities
As at March As at March
Particulars 31, 2015 31, 2014
(a) Other money for which the company is contingently liable
- Disputed Tax Demands not provided for (Refer Note 29.1) 53,289,485 48,154,512
- Claim against the company not acknowledged as debts 1,694,078 2,096,938
- Underwriting commitments / obligations for shares/ debentures 4,417,750,000 5,451,750,000
(Refer Note 29.2)
Total 4,472,733,563 5,502,001,450
29.1 It includes demand of Service Tax against which company has filed an appeal to Appellate Tribunal under Section 86 of the
Finance Act, 1994 (32 of 1994) . The company has deposited `500,000 as a condition precedent of hearing the appeal before
the Ld. Commissioner appeals.
29.2 (a) During the earlier years, the company entered into tripartie agreement between the company, RCML and RHC Holding (P)
Limited and consented to infuse additional capital (maximum of `11,198,324,647) in Religare Capital Limited in the eventuality
of a liquidity requirement by RCML and its subsidiaries to discharge its outstanding borrowings including subsequent financing
by any other lender. The said capital commitment has been disclosed as a contingent liability in the financial statements of the
company.
Pursuant to above agreements, the company invested in preference share capital of RCML of `806,000,000 in the previous
year. The company has made provision against the said investments and disclosed as an Exceptional Item in Statement of
Profit and Loss of previous year.
Accordingly, aforesaid commitment/ contingent liabilty of the company is reduced.
(b) For capital commitment in Joint Venture (JV) Refer Note 15.1.

30 Commitments

Particulars
- Estimated amount of contracts (net of advances) exclusives of taxes - 350,100,000
remaining to be executed
Total - 350,100,000
31 Expenditure in Foreign Currency on account of:

Legal and Professional Charges 14,049,699 231,300
- Travelling and communication 93,896 -
- Bank Guarantee Commission 66,854,844 79,092,560
- Director Sitting Fees 371,522 80,486
Advertisement Expenses 9,072 500,250
Total 81,379,033 79,904,596
32 Employees Benefits
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 for the year
ended March 31, 2015.
For the year ended March 31, 2015, the accrued leave balance of the transferred employees is Nil, the Company has reversed
the excess provision created in earlier years. Accordingly no actuarial valuation has been made for leave encashment.
Further there are no employee eligible for gratuity and no provision is provided for as at March 31, 2015.
Method: Projected Unit Credit Method
Leave Leave
Gratuity Gratuity
S.No. Particulars Encashment Encashment
Year Ended March 31, 2015 Year Ended March 31, 2014
I Assumptions
Mortality Indian Assued Indian Assued NA NA
Lives Mortality Lives Mortality
(2006-08) (2006-08)
modified Ult modified Ult
Discount Rate 8% 8% NA NA
Rate of Increase in Compensation 6% 6% NA NA
Rate of return(expected) on plan assets NA 8% NA NA
Withdrawal Rates 18-35: 20% p.a., 18-35: 20% NA NA

36-45: 15% p.a., p.a., 36-45:
46 and above: 5% 15% p.a., 46
p.a and above:
5% p.a
Expected average remaining service NA NA NA NA

Leave Leave
Gratuity Gratuity
II Changes in present value of
obligations
PBO at beginning of year - - - -
Interest Cost - - - -
Short Term Service Cost - - - -
Current Service Cost - - - -
Benefits Paid - - - -
Transfer in/(out) - - - -
Actuarial (Gain)/Loss on Obligation 138,000 117,000 - -
PBO at end of period 138,000 117,000 - -
III Changes in Fair Value of Plan Assets
Fair Value of Plan Assets at beginning of - 220,000 - -
year
Expected Return of Plan Assets - 18,000 - -
Contributions made - - - -
Benefits paid - - - -
Actuarial (Gain) / Loss on Plan Assets - 62,000 - -
Fair Value of Plan Assets at end of year - 300,000 - -
IV Fair Value of Plan Assets - - - -
Fair Value of Plan Assets at beginning of - 220,000 - -
year
Actual Return of plan assets - - - -
Contributions - - - -
Benefit paid - - - -
Funded Status –deficit/ (surplus) - 183,000 - -
Excess of actual over estimated return - - - -
on Plan Assets
V Actuarial Gain/(Loss) Recognized - - - -
Actuarial (Gain)/Loss for the year - - - -
(Obligation)
Actuarial Gain/(Loss) for the year (Plan - - - -
Assets)
Total (Gain)/Loss for the year 138,000 - - -
Actuarial (Gain)/loss Recognized for the - - - -
year
Unrecognized Actuarial Gain /(Loss) at - - - -
the end of year

Leave Leave
Gratuity Gratuity
VI Amounts to be Recognized in the - - - -
Balance Sheet
PBO at the end of year 138,000 117,000 - -
Funded Status –deficit/ (surplus) 138,000 183,000 - -
Unrecognized Actuarial Gain /(Loss) - - - -
Net (Asset)/Liability recognized in the 138,000 - - -
Balance Sheet *
VII Expense Recognized - - - -
Current Service Cost - - - -
Interest Cost - - - -
Expected Return on Plan Assets - (18,000) - -
Net Actuarial (Gain) /Loss recognized for 138,000 55,000 - -
the year
Expense recognized in the Statement of 138,000 - - -
Profit & Loss*
VIII Movements in the liability Recognized - - - -
in Balance Sheet
Opening Net Liability - - - -
Expenses as above 138,000 - - -
Short Term Service Cost - - - -
Net Transfer in/(out) - - - -
Contributions made & Benefit paid - - - -
Closing Net Liability 138,000 - - -
Current Liability 31,000 - - -
Non-Current- Liability/(Assets) 107,000 - - -
IX Experience Adjustment - - - -
Benefit Obligation 138,000 117,000 - -
Fair Value of plan assets - 300,000 - -
Funded status- deficit/(surplus) 138,000 (183,000) - -
Experience adjustments on plan liabilities 138,000 117,000 - -
(loss/(gain)
Experience adjustments on plan assets - (62,000) - -
(loss/(gain)
Actuarial Gain/ (loss) due to change in - - - -
assumptions
* Since the funded liability of gratuity is more than benefit obligation no expense is recognised in Statement of Profit and Loss
Account and Excess funded surplus is not recognised for Balance Sheet as at March 31, 2015.
As per acturial valuation report expreince adjustment is not applicable for prior years

33 Related Party Disclosures

(a) (i) Subsidiaries Religare Securities Limited
Religare Finvest Limited
Religare Finance Limited
Religare Capital Markets Limited
REL Infrafacilities Limited
Religare Arts Initiative Limited
Religare Health Insurance Company Limited
Religare Capital Markets (India) Limited
RGAM Investment Advisers Private Limited
Religare Commodity Broking Private Limited
Vistaar Capital Advisors Limited (till March 28, 2014)
(formerly Vistaar Religare Capital Advisors Limited)
a (ii) Subsidiaries of Subsidiary Religare Arts Investment Management Limited
Religare Invesco Asset Management Company Private Limited
Religare Global Asset Management Inc. (wholly owned
subsidiary of RGAM Investment Advisers Private Limited)
Religare Invesco Trustee Company Private Limited
Religare Venture Capital Limited
Religare Advisory Services Limited (till March 27, 2015)
Religare Commodities Limited
Religare Wealth Management Limited (formerly known as
Religare Macquarie Wealth Management Limited) (w.e.f.
November 27, 2013)
Religare Investment Advisors Limited
Northgate Capital Asia (India) Limited
Religare Comtrade Limited
Religare Housing Development Finance Corporation Limited
Religare Share Brokers Limited
Religare Portfolio Managers and Advisors Private Limited
(became subsidiary w.e.f. April 15, 2013)
Religare Capital Markets International (Mauritius) Limited (till
January 22, 2015)
Religare Capital Markets International (UK) Limited
Religare Capital Markets (Europe) Limited (formerly Religare
Capital Markets Plc)
Religare Health Trust Trustee Manager Pte Limited
Hichens, Harrison (Ventures) Limited (dissolved w.e.f. October
15, 2013)
Religare Capital Markets (UK) Limited
Religare Capital Markets Corporate Finance Pte Limited
(formerly known as Religare Capital Markets Advisers Pte. Ltd.)
London Wall Nominees Limited (upto July 23, 2013)
Charterpace Limited
Tobler (Mauritius) Limited
Tobler UK Limited


Religare Global Asset Management Japan Co. Limited
(dissolved on September 24, 2013)
Religare Investment Holdings (UK) Limited
Religare Securities Australia Pty Limited (dissolved w.e.f.
October 30, 2013)
(Formerly known as Relsec Australia Pty. Ltd)
Bartleet Religare Securities (Private) Limited (formerly known
as Bartleet Mallory Stock Brokers Private Ltd)
Bartleet Asset Management Private Limited
Religare Bartleet Capital Markets (Private) Limited
Northgate Capital LLC
Northgate Capital Asia Limited, Honk Kong
Northgate Mexico S. de R.L de C.V., Mexico
Northgate Capital LP
Kyte Management Limited (KML)
Religare Capital Markets (Hong Kong) Limited (formerly known
as Central Joint Enterprises Limited)
Religare Capital Markets (Singapore) Pte Limited (formerly
known as Central Joint Enterprises Pte Limited, Singapore)
Strategic Research Limited
BJM (UK) Nominee Ltd (dissolved w.e.f. June 7, 2013
Religare Capital Markets (Beijing) Limited
(dissolved w.e.f. January 26, 2015)
Landmark Partners LLC
Landmark Realty Advisors LLC
Landmark Equity Advisors LLC
Religare Capital Markets Inc.
Mill Pond Associates LLC
LMK Services Inc (from June 2, 2013)
Big Vision Consultants Private Limited
Cheryl Advisory Private Limited (subsidiary till November 26,
2013)
Empower Expertise Private Limited
a (iii) Joint Ventures of Subsidiaries IBOF Investment Management Private Limited (formerly
Quadria Investment Management Private Limited)
Milestone Religare Capital Management Limited
India Built Out Fund II Limited
a (iv) Associate of Susbidiaries Religare Credit Advisors LLP (incorporated on December 20,
2013)
Noah Capital Markets (Pty) Ltd
YourNest Capital Advisors Private Limited ( w.e.f. January 2,
2015)
Argil Advisors LLP (formerly Cerestra Capital Advisors LLP
(incorporated on February 7, 2014)
Valuequest Capital LLP
Noah Nominees (Pty) Limited


Investment Professionals Ltd
Galileo Portfolio Securities Ltd
IPRO Stockbroking Ltd
IPRO Fund Management Ltd
IPRO Botswana (Pty) Ltd
(b) Joint Ventures Religare Wealth Management Limited (formerly known as

Religare Macquarie Wealth Management Limited) (ceased to
be joint venture w.e.f. November 27, 2013)
Aegon Religare Life Insurance Company Limited
(c) Individuals owning directly or indirectly Mr. Malvinder Mohan Singh

interest in voting power that gives them control Mr. Shivinder Mohan Singh
(d) Key Managerial personnel Mr. Sunil Godhwani - Chairman & Managing Director
Mr. Shachindra Nath - Group CEO
Mr. Anil Saxena - Group CFO
(e) Enterprises over which key (c) and (d) RHC Holding Private Limited
are able to exercise significant influence RC Nursery Private Limited
Oscar Investments Limited
ANR Securities Private Limited
Ranchem Private Limited
RWL Healthword Limited
Finserve Shared Services Limited
Dion Global Solutions Limited
Healthfore Technologies Limited
Ligare Travels Limited
Ligare Aviation Limited
Ligare Voyages Limited

Following transactions were carried out with related parties in the ordinary course of business at arm’s length basis:
Amount (`)
Year Ended Year Ended March
Nature of Transactions Name of the Related Party RP Type
March 31, 2015 31, 2014
Inter Corporate Loans taken
RHC Holding Private Limited ( e) - 700,000,000
Inter Corporate Loans taken Total - 700,000,000
Inter Corporate Loans repaid
R C Nursery Private Limited ( e) - 8,808,061
Inter Corporate Loans repaid Total - 708,808,061
Buyback Debentures (NCD's) by the
company
Religare Securities Limited a (i) - 970,000,000
Religare Finvest Limited a (i) - 270,000,000
Buyback Debentures (NCD's) by the - 1,240,000,000
company Total
Repayment of Debentures (NCD's)
by the company
Religare Finvest Limited a (i) 1,000,000,000 -
Repayment of Debentures (NCD's) 1,000,000,000 -
by the company Total
Inter Corporate Loans Given
ANR Securities Private Limited ( e) 2,411,500,000 -
REL Infrafacilities Limited a (i) 663,321,058 1,491,300,000
RGAM Investment Advisers a (i) 1,193,000,000 -
Private Limited
Religare Investment Advisors a (ii) - 21,500,000
Limited
Religare Arts Initiative Limited a (i) 5,575,000 73,600,000
Religare Comtrade Limited a (ii) 265,000,000 -
Religare Venture Capital Limited a (ii) - 23,500,000
Ligare Aviation Limited ( e) - 786,800,000
Ligare Voyages Limited ( e) - 1,063,300,000
Oscar Investments Limited ( e) 1,107,500,000 1,439,300,000
Ranchem Private Limited ( e) 1,450,000,000 -
Dion Global Solutions Limited ( e) - 120,000,000
RWL Healthworld Limited ( e) - 81,000,000
Inter Corporate Loans Given Total 7,095,896,058 5,100,300,000
Inter Corporate Loans Received Back
ANR Securities Private Limited ( e) 1,692,389,123 -
RWL Healthworld Limited ( e) 81,000,000 -
Ligare Aviation Limited ( e) 786,800,000 -
Ligare Voyages Limited ( e) 1,063,300,000 -
REL Infrafacilities Limited a (i) 657,002,832 2,050,117,354

Amount (`)
March 31, 2015 31, 2014
Religare Investment Advisors a (i) - 47,200,000
Limited
Religare Arts Initiative Limited a (i) 1,000,000 84,300,000
Religare Comtrade Limited a (ii) 265,000,000 -
Religare Venture Capital Limited a (ii) - 233,500,000
Oscar Investments Limited ( e) 1,061,030,959 1,439,300,000
Total
Subscription/Investment to Equity /
Preference Shares/ Share Application
Money by the Company
Religare Arts Initiative Limited a (i) - 27,700,000
(Equity)
Vistaar Capital Advisors Limited a (i) - 11,447,800
Aegon Religare Life Insurance a (ii) 15,400,000 470,800,000
Company Limited (Equity)
Religare Health Insurance a (i) 900,000,000 675,000,000
Company Limited (Equity)
RGAM Investment Advisers a (i) 1,450,000,000 1,076,100,000
Private Limited (Equity/
Preference)
Religare Wealth Management a (i) - 19,500,000
Limited (Preference)
Religare Capital Markets Limited a (i) - 806,000,000
(Preference)
Subscription/Investment to Equity / 2,365,400,000 3,086,547,800
Preference Shares/ Share Application
Money by the Company Total
Buy Back / Sale of Investment in Equity
Shares/ Debentures
Religare Securities Limited a (i) - 123,559,200
(Equity and Preference Shares
of Religare Wealth Management
Limited)
Religare Securities Limited a (i) - 1,370,000,000
(Buyback of Eq Shares of Religare
Securities Limited)
Religare Finance Limited a (i) - 6,318,200
(Buyback of Eq Shares of Religare
Finance Limited)
Buy Back / Sale of Investment in - 1,499,877,400
Equity Shares/ Debentures Total
Redemption of Preference Share
Capital

Amount (`)
March 31, 2015 31, 2014
RHC Finance Private Limited ( e) 1,731,148,840 -
RHC Holding Private Limited ( e) 2,611,530,102 -
Redemption of Preference Share 4,342,678,942 -
Capital Total
Sale/ Transfer of Assets
Finserve Shared Services Limited ( e) - 116,748
Religare Health Insurance a (i) - 17,579
Company Limited
Sale of Assets Total - 134,327
Purchase of Assets
Religare Arts Initiative Limited a (i) - 100
Purchase of Assets Total - 100
Advance Paid/ Refund Received on
behalf of subsidiaries (Including
Insurance Premium/ Others)
Religare Health Insurance a (i) - (8,034,234)
Company Limited
Advance Paid/ Refund Received on - (8,034,234)
behalf of subsidiaries (Including
Insurance Premium/ Others) Total
Security Deposits Received (for
appointment of independent
directors)
Mr. Sunil Godhwani ( e) 600,000 -
Security Deposits Received (for 600,000 -
directors) Total
Repayment of Security Deposits
Received (for appointment of
independent directors)
Mr. Sunil Godhwani ( e) 600,000 -
Repayment of Security Deposits 600,000 -
Received (for appointment of
independent directors) Total
Security Deposits Given (for
directors)
RGAM Investment Advisers a (i) 200,000
Private Limited
Religare Health Insurance a (i) 100,000 -
Company Limited
Security Deposits Given (for 300,000
directors) Total

Amount (`)
March 31, 2015 31, 2014
Refund of Security Deposits Given
(for appointment of independent
directors)
Religare Health Insurance a (i) 100,000 -
Company Limited
Refund of Security Deposits Given 100,000
(for appointment of independent
directors) Total
Recovery of Advance Paid on behalf
of subsidiaries
(Including Insurance Premium/
Others)
Religare Securities Limited a (i) (509,968) (4,470,248)
Religare Finvest Limited a (i) (211,112) (1,633,260)
Religare Commodities Limited a (i) (20,678) (1,057,305)
Religare Invesco Asset a (i) - (159,078)
Management Company Private
Limited
Religare Capital Markets Limited a (i) (28,807) (567,217)
Religare Housing Development a (i) - (2,410)
Finance Corporation Limited
Religare Comtrade Limited a (i) (217) (30,530)
Religare Investment Advisors a (i) (202) -
Limited
RGAM Investment Advisers a (i) (321) -
Private Limited
Religare Wealth Management a (i) (31,112)
Limited
Religare Health Insurance a (i) (60,370)
Company Limited
REL Infrafacilities Limited a (i) (190,700)
Finserve Shared Services Limited a (i) (48,049)
Religare Arts Investment a (i) - (13,658)
Management Limited
Religare Arts Initiative Limited a (i) (468) (61,864)
Recovery of Advances Paid on behalf (1,102,004) (7,995,570)
of subsidiaries
(Including Insurance Premium/
Others) Total
Interest Income on Inter Corporate
Loans
REL Infrafacilities Limited a (i) 22,961,659 52,108,866
RGAM Investment Advisers 53,322,739 -
Private Limited

Amount (`)
March 31, 2015 31, 2014
Religare Investment Advisors a (ii) - 410,526
Limited
Religare Arts Initiative Limited a (i) 523,563 4,552,876
Religare Comtrade Limited a (ii) 717,260 -
Religare Venture Capital Limited a (i) - 6,120,926
Ligare Aviation Limited ( e) 24,321,721 54,925,107
Ligare Voyages Limited ( e) 11,419,551 74,227,079
Oscar Investments Limited ( e) 44,039,678 68,279,334
ANR Securities Limited ( e) 129,051,263 -
Ranchem Limited ( e) 104,558,905 -
RWL Healthworld Limited ( e) 869,918 5,663,671
Interest Income on Inter Corporate 391,786,257 270,799,070
Loans Total
Interest Income on Debenture Religare Finvest Limited a (i) 163,500,000 163,500,000
Interest Income on Debenture Total 163,500,000 163,500,000
Dividend Income
Religare Finvest Limited a (i) 519,966,411 450,637,556
Dividend Income Total 519,966,411 450,637,556
Recovery/ (Refund) of Excess
Remuneration Recovered / (Paid)
Mr. Sunil Godhwani d (12,730,000) 76,061,538
Recovery / (Refund) of Excess (12,730,000) 76,061,538
Remuneration Recovered / (Paid)
Total
Interest Expense on Inter Corporate
Loans
R C Nursery Private Limited ( e) - 188,228
Interest Expense on Inter Corporate - 5,451,926
Loans Total
Interest Expense on NCD's issued
Religare Securities Limited a (i) 265,342,477 250,056,552
Interest Expense on NCD's issued 289,506,861 255,855,882
Total
Break Cost on Prepayment of NCD's
Religare Finvest Limited a (i) 8,675,250 -
Break Cost on Prepayment of NCD's 8,675,250 -
Total
Legal & Advisory Services
Religare Global Asset a (i) 9,917,526 9,485,387
Management Inc., USA
Legal & Advisory Services Total 9,917,526 9,485,387
Business Promotion

Amount (`)
March 31, 2015 31, 2014
Religare Comtrade Limited - 51,001
Business Promotion Total - 51,001
Support Service Expense
Finserve Shared Services Limited ( e) 1,091,605 1,211,849
Support Service Expense Total 1,091,605 1,211,849
Travelling Expense Paid Ligare Travels Limited ( e) 1,592,222 3,996,134
Travelling Expense Paid Total 1,592,222 3,996,134
Allocation of Expenses by other REL Infrafacilities Limited a (i) 686,655 1,253,401
Companies for rendering of services
Allocation of Expenses by other 686,655 1,253,401
Companies for rendering of services
Total
Expenses Reimbursement by Other Religare Securities Limited a (i) 57,930,721 56,514,884
Companies / (Recovery of Expenses)
Religare Commodities Limited a (i) 11,242,681 10,563,203
Religare Capital Markets Limited a (i) 1,687,131 1,775,454
REL Infrafacilities Limited a (i) - 862,655
Religare Arts Initiative Limited a (i) - 155,954
Religare Housing Development a (i) 2,483,695 1,621,016
Finance Corporation Limited
Religare Health Insurance a (i) 31,756,564 8,875,620
Company Limited
Religare Investment Advisors a (i) 2,281 68,448
Limited
Religare Invesco Asset a (i) 448,296 389,820
Management Company Private
Limited
Religare Comtrade Limited a (i) 149,699 535,839
Religare Wealth Management (b) - 705,252
Limited
RGAM Investment Advisers a (i) 7,013 290,626
Private Limited
Religare Venture Capital Limited a (i) 43,542 308,477
Religare Portfolio Managers and a (i) 107,576 84,772
Advisors Private Limited
Religare Credit Advisors LLP a (iv) 27,757 -
Dion Global Solutions Limited ( e) 2,565,174 27,264,132
Healthcore Technologies Limited ( e) 7,469,385 12,711,623
Expenses Reimbursement by Other 385,164,368 528,217,778
Companies Total
Expenses Reimbursement to Other -
Companies

Amount (`)
March 31, 2015 31, 2014
Religare Finvest Limited a (i) - 102,420
Religare Commodities Limited a (i) 1,579 -
Aegon Religare Life Insurance a (i) 3,930,000 3,070,000
Company Limited
RHC Holding Private Limited ( e) 2,400,000 2,400,000
Dion Global Solutions Limited ( e) 141,370 41,370
Healthcore Technologies Limited ( e) - 84,612
Religare Securities Limited a (i) 40,167 -
Finserve Shared Services Limited ( e) - 15,945
Religare Capital Markets Limited a (i) 1,877 -
Religare Health Insurance a (i) 83,246 35,100
Company Limited
Expenses Reimbursement to Other 6,598,239 5,912,915
Companies Total
Depository Expenses
Religare Securities Limited a (i) - 503,572
Depository Expenses Total - 503,572
Remuneration to Key Managerial Mr. Sunil Godhwani
(d)
Personnel
27,590,800 17,995,997
Mr. Shachindra Nath (d)
Mr. Anil Saxena (d)
Remuneration to Key Managerial 27,590,800 17,995,997
Personnel Total
Outstanding Balances
Payable/ Liabilities
Non Convertible Debentures
Religare Securities Limited a (i) 1,660,000,000 1,660,000,000
Non Convertible Debentures Total 1,660,000,000 1,660,000,000
Interest on Non Convertible
Debentures
Religare Securities Limited a (i) 500,037,726 234,695,249
500,037,726 234,695,249
Security Deposits (received)
Security Deposits (received) Total - 6,930,000
Other Payables REL Infrafacilities Limited a (i) 719,337 1,484,546
Religare Global Asset a (i) 9,949,006 26,130,619
Management Inc., USA
Ligare Aviation Limited ( e) 1,003,417
Religare Capital Markets Limited a (i) - 60,906
Other Payables Total 10,668,343 28,679,488
Receivable

Amount (`)
March 31, 2015 31, 2014
Investments (Debentures)
Religare Finvest Limited a (i) 1,500,000,000 1,500,000,000
Investments (Debentures) Total 1,500,000,000 1,500,000,000
Inter Corporate Deposits (ICD)
REL Infrafacilities Limited a (i) 156,688,189 150,369,962
Religare Arts Initiative Limited a (i) 4,575,000 -
ANR Securities Private Limited ( e) 719,110,877 -
Ranchem Private Limited ( e) 1,450,000,000 -
RGAM Investment Advisers a (i) 1,193,000,000 -
Private Limited
Oscar Investments Limited ( e) 46,469,041 -
Ligare Voyages Limited ( e) - 1,063,300,000
3,569,843,107 2,081,469,962
Interest Receivable REL Infrafacilities Limited a (i) 4,183,006 6,663,521
Religare Arts Initiative Limited a (i) 152,841 -
ANR Securities Private Limited ( e) 25,241,415 -
Ranchem Private Limited ( e) 45,049,315 -
RGAM Investment Advisers a (i) 31,707,616 -
Private Limited
Oscar Investments Limited ( e) 6,864,313 -
Ligare Voyages Limited ( e) - 36,705,700
113,198,506 73,326,151
Other Receivables Religare Securities Limited a (i) 5,713,473 3,010,358
Mr. Sunil Godhwani (d) - 76,061,538
Religare Commodities Limited a (i) 615,447 500,145
Religare Health Insurance a (i) 3,083,366 471,086
Company Limited
RGAM Investment Advisers a (i) 200,000 -
Private Limited
Healthfore Technologies Limited ( e) 3,814,093 3,422,985
Religare Invesco Asset a (i) - 81,165
Management Company (P)
Limited
Receivables Total 38,444,109 107,129,770
Note: All outstanding Equity and Preference Capital contributions are not shown. Movements during the year are disclosed
above as transactions during the year

34. Other Notes

a. (i) Pursuant to the application made to the Reserve Bank of India (“RBI”) in prior years, the Company received the
Certificate of Registration as a Non-Deposit Taking Systemically Important Core Investment Company (“CIC-ND-SI”)
vide Certificate No. N-14.03222 dated June 03, 2014 issued by the RBI under the CIC Directions.
By virtue of the CIC registration as aforesaid, the provisions of section 45-IA (1)(b) of the RBI Act, 1934 and provisions
of Paragraph 15 – “Asset Income Pattern”, Paragraph 16 – “Requirement to Capital Adequacy” and Paragraph
24 – “Concentration of Credit/Investment” of the NBFC Directions 2015 shall not apply to the company, subject to the
conditions specified in the CIC Directions.
Further, pursuant to the Revised Regulatory framework issued vide notification no DNBR (PD) CC
No.002/03.10.1001/2014-15 dated November 10, 2014 and Guidelines on Corporate Governance - Review issued
vide notification no DNBR (PD) CC No.029/03.10.001/2014-15 dated April 10, 2015, compliance requirement of
the Corporate Governance are exempted for a CIC Company. Accordingly, the Company has not disclosed matters
specified in the said guidelines.

a (ii) Core Investment Company (CIC) Compliance Ratios: March 31, 2015
(a) Investment and Loans to group companies as a proportion to Net Assets (%) 99.22%
(b) Investment in Equity Shares and Compulsory Convertible Instruments of group 70.96%
companies as a proportion of Net Assets (%)
(c) Capital Adequacy Ratio (%) [Adjusted Networth / Risk Weightage Assets] (%) 54.12
(d) Leverage Ratios (Times) [Outside liabilities / Adjusted Networth] (Times) 0.34
Disclaimer:
(a) Reserve Bank of India does not accept any responsibility or guarantee about the present position as to the
financial soundness of the company or for the correctness of any of the statements or representations made or
opinions expressed by the company and for discharge of liability by the company.
(b) Neither is there any provision in law to keep, nor does the company keep any part of the deposits with the
Reserve Bank and by issuing the Certificate of Registration to the Company, the Reserve Bank neither accepts
any responsibility nor guarantee for the payment of the public funds to any person/body corporate.
b The paid up capital of the Company comprises of domestic and foreign direct investment funds as per FEMA regulations.
During the year under audit, the company has invested, as a part of its treasury management activities, surplus funds
in short term debt/liquid mutual funds.
c. Disclosure of details as required by Para 11 of NBFC Directions 2015:
I. Capital to Risk Weighted Assets Ratio (CRAR)
Items Year Ended March 31, 2015 Year Ended March 31, 2014
(i) CRAR (%) Refer Note 34 (a) -237.86%
(ii) CRAR - (Tier I Capital (%) Refer Note 34 (a) -237.86%
(iii) CRAR - (Tier II Capital (%) Refer Note 34 (a) 0.00%
II Exposure to Real Estate Sector

Category
(a) Direct Exposure
(i) Residential Mortgages:-
(a) Individuals housing loans upto `15 lacs - -
(b) Individuals housing loans more than - -
`15 lacs
(ii) Commercial Real Estate - -
(iii) Investments in Mortgage Backed - -
Securities (MBS) and other Securitised
exposures:-
(a) Residential, - -
Total - -
(b) Indirect Exposures

Fund based and non fund based exposures - -
on National Housing Bank(NHB) and
Housing Finance Companies(HFCs)
III
Maturity pattern of certain items of assets and liabilities (At Book Value)
Amount (`)
Over 1 month Over 2 month Over 3 Months Total
Particulars 1 to 30 days
to 2 month to 3 months upto 6 months
Liabilities
Borrowing from Banks - - - - -
Market Borrowings - - 1,363,000,000 - 1,363,000,000
Assets -
Advances 34,593,287 16,677,529 2,091,011,563 1,744,451,406 3,886,733,785
Investments (net of 17,500,000 - 45,000,000 5,766,200,000 5,828,700,000
provisions)
Particulars Over 6 months 1 Year to 3 years Over 3 years to 5 Over 5 years Total
to 1 year years
Liabilities
Borrowing from Banks - - - - -
Market Borrowings 1,400,000,000 2,726,000,000 1,760,000,000 - 5,886,000,000
Assets -
Advances 10,582,530 109,909,962 157,098 346,781,800 467,431,390
Investments (net of - - 1,065,000,000 30,282,265,633 31,347,265,633
provisions)

d. Disclosures of details as required in terms of Paragraph 13 of NBFC Direction 2015
Liabilities: Amount Outstanding Amount Overdue

1) Loans ant Advances availed by the NBFCs inclusive of interest accrued thereon but not paid:
a) Debentures: Secured 5,849,000,000 -
: Unsecured - -
(other than falling within the meaning of Public deposits) -
b) Deferred Credits - -
c) Term Loans 1,400,000,000 -
d) Inter-Corporate loans and borrowings - -
e) Commercial Paper - -
f) Other Loans (unsecured finance lease) - -
a) Working Capital Loan from Banks - -
b) Interest accrued and due on Unsecured Loans - -
Assets: Amount Outstanding

Amount (`)
2) Break-up of Loans and Advances including bills receivables (other than those included in (4) below):
a) Secured -
b) Unsecured 3,569,843,107
3) Break-up of Leased Assets and stock on hire and hypothecation loans counting towards AFC activities
i) Lease assets including lease rentals under sundry debtors:
a) Financial Lease -
b) Operating Lease -
ii) Stock on hire including hire charges under Sundry Debtors:
a) Assets on hire -
b) Repossessed Assets -
iii) Hypothecation loans counting towards AFC activities
a) Loans where assets have been repossessed -
b) Loans other than (a) above -
4) Break-up of Investments:
Current Investments:
1 Quoted:
i) Shares: a) Equity -
b) Preference -
ii) Debentures and Bonds
iii) Units of mutual funds 62,500,000
iv) Government Securities -
v) Others -


2 Unquoted:
b) Preference -
ii) Debentures and Bonds -
iii) Units of mutual funds -
v) Others -
Long Term Investments (at gross value):
1 Quoted:
b) Preference -
ii) Debentures and Bonds -
v) Others -
2 Unquoted:
i) Shares: a) Equity * 39,155,837,303
b) Preference** 12,471,000,000
ii) Debentures and Bonds 1,500,000,000
v) Others( share application money) -
* Including Partly paid up Equity shares of for `3,855,500,000 (Face Value of `15 each out of which `10 is paid up)
** Including Partly Paid up Preference shares of Religare Capital Markets Limited for `3,906,000,000 (Face Value of
`10 each out of which `5 is paid up)
5. Borrower group - wise classification of all leased assets, stock-on-hire and loans and advances:
Amount net of Provisions
Category Secured Unsecured Total
Amount (`) Amount (`) Amount (`)
1 Related Parties
a) Subsidiaries - 1,408,452,778 1,408,452,778
b) Companies in the same group - 2,313,032,943 2,313,032,943
c) Other related parties - -
2 Other than related parties - 240,176,125 240,176,125
Total - 3,961,661,846 3,961,661,846
6. Investor group-wise classification of all investments (current and long term) in shares and securities (both
quoted and unquoted):
Market Values/Break-up or Fair Book Value (Net of Provisions)

Category value or NAV
1 Related Parties
(a) Subsidiaries 44,616,595,435 31,347,265,634
(b) Companies in the same group 1,661,433,669 5,766,200,000
(c) Other related parties
2 Other than related parties
Total 46,278,029,104 37,113,465,634

7. Other information
Particulars Amount (`)

(i) Gross Non-Performing Assets
(a) Related parties -
(b) Other than related parties -
(ii) Net Non-Performing Assets
(a) Related parties -
(b) Other than related parties -
(iii) Assets acquired in satisfaction of debt -
e. Details of Employee Stock Option Plans issued by the company
ESOP Scheme 2006 ESOP Scheme 2006 ESOP Scheme 2010

Type of Scheme
(Tranche -I) (Tranche -II) (Tranche –I)
Date of grant 15-Nov-06 17-Nov-07 29-Dec-10
Number Granted 2,000,000 125,000 6,573,000
Contractual Life (w.e.f. vesting date) 9 yrs 9 yrs 9 yrs
Vesting Conditions 33% on expiry of 12 months from Grant Date
Method of Option Valuation Black Scholes Option Pricing Method
Exercise Price 140 140 481
Estimated fair value of share granted 111.47 185 481

ESOP Scheme ESOP Scheme ESOP Scheme ESOP Scheme ESOP Scheme 2012
Type of Scheme
2010 (Tranche II) 2010 (Tranche -III) 2010 (Tranche-IV) 2012 (Tranche –I) (Tranche –II)
Date of grant 18-Mar-11 28-Jul-11 12-Nov-11 13-Mar-12 30-Oct-12
Number Granted 6,037,000 592,500 610,000 12,003,200 120,000
Contractual Life 9 yrs 9 yrs t 9 yrs 9 yrs 9 yrs
(w.e.f. vesting date)
Vesting Conditions 66% on expiry of 33% on expiry of 12
12 months from months from Grant
33% on expiry of 12 months from Grant Date Grant Date Date
33% on expiry of 24 months from Grant Date 34% on expiry of 33% on expiry of 24
34% on expiry of 36 months from Grant Date 24 months from months from Grant
Grant Date Date
34% on expiry of 36
months from Grant
Date
Method of Option Black Scholes Option Pricing Method
Valuation
Exercise Price 480 461 432 387 303
Estimated fair value 480 461 432 387 303
of share granted

Scheme No. of Options Issued During the Cancellation of Options Number of Options
outstanding as on year Options Exercised outstanding as on
April 1, 2014 March 31, 2015
Scheme 2006 145,440 - - - 145,440
Scheme 2010 50,100 - 50,100 - -
Scheme 2012 9,225,900 - 644,700 - 8,581,200
TOTAL 9,421,440 - 694,800 - 8,726,640
Scheme Exercisable as at March 31, 2015

Scheme 2006 145,440
Scheme 2010 -
Scheme 2012 8,560,800
Range of Exercise Price
ESOP Scheme 2006 140
ESOP Scheme 2010 (Tranche –III) 461
ESOP Scheme 2010 (Tranche –IV) 432
f. Disclosures of Transactions as required by Accounting Standard 19 on ‘Leases’.
The Company has taken office premises at various locations and vehicles on operating lease and the lease rent in
respect of the same have been charged under “Rent and Vehicle Maintenance and running expenses grouped under
Miscellaneous expenses respectively” in Note 27 to the Statement of Profit and Loss . The Agreements are executed
for a period ranging between 1 to 5 years. There are no transactions in the nature of sub–lease but the office premises
are occupied by the subsidiaries of the Company as permitted under the lease agreements entered by the Company
with various landlords.
The minimum lease rentals for non-cancellable leases outstanding as at March 31, 2015, are as under:
Minimum Lease Rental As at March 31, 2015 As at March 31, 2014

Within 1 year - 300,749,995
Later than 1 year but not more than - 170,397,632
5 years
As there are no non-cancelleable leases disclosure for year ended March 31, 2015 are not applicable.
35. Joint Venture as required by AS-27 – “Financial Reporting of Interest in Joint Venture” are given below:
% of Interest
Name Description of Interest
March 31, 2015 March 31, 2014
Aegon Religare Life Insurance Company Limited Equity Shareholding 44.00% 44.00%
IBOF Investment Management Private Limited Equity Shareholding 50.00% 50.00%
(formerly known as Quadria Investment
Management Private Limited)
Milestone Religare Capital Management Limited * Equity Shareholding 50.00% 50.00%

*Due to long term restrictions, company excluded from consolidation

Company’s Interest in Joint Ventures

Particulars Amount (`)
Amount (`)
Assets 8,398,346,031 6,814,887,983
Liabilities 7,550,913,055 6,039,976,315
Revenue 3,570,935,137 2,575,103,236
Depreciation 27,676,767 95,224,101
Other Expenses 4,059,224,160 2,870,594,259
Capital Commitments - 880,000
Contingent Liabilities 100,410,200 70,804,360
36. Other Notes
a. Classification of Loans and Advances and provision for Non-Performing Assets/ Provision for dimunition of Investments
Other than Long Term has been made in accordance with the NBFC Directions after considering subsequent recoveries
and realizable value of investments respectively. Provision for Long Term Investment is made as per Accounting
Standard (AS) -13, “Accounting for Investments” of Institute of Chartered Accountant of India (ICAI).
The classification of loans into standard, sub-standard and loss assets and investments have been disclosed at gross
value and the corresponding provision against non-performing assets/ investments has been included under provisions
in accordance with NBFC Directions.
b. There are no transactions during the year with Micro, Small and Medium enterprises and as such there is no balance
outstanding as at March 31, 2015
c. During the financial year ended March 31, 2012, the Company had paid remuneration to Chairman and Managing
Director (“CMD”) in excess of the limits prescribed under section 198 read with Schedule XIII by `76,061,538 as per the
terms of agreement pending approval of Ministry of Corporate Affairs (MCA). The Company has reversed the excess
remuneration in the previous year and subsequently recovered the said amount. During the year ended March 31,
2015, the company has received an approval from MCA amounting to `12,730,000 which has been paid and charged
to the Statement of Profit and Loss.
d. The provision for Income Tax for year ended March 31, 2015 has been made on an estimated basis in accordance
with the provision of Income Tax Act, 1961 of India. No provision has been made for Corporate Dividend Tax in view of
Exemption u/s 115-O of Income Tax Act, 1961.
e. Operating Cycle
An asset or a liability is classified as current when it satisfies any of the following criteria:
a. it is expected to be realized / settled, or is intended for sale or consumption, in the Company’s normal operating
cycle; or
b. it is held primarily for the purpose of being traded; or
c. it is expected to be realized / due to be settled within twelve months after the reporting date; or
d. 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
e. 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.

f. During the year ended March 31, 2012 Religare Finvest Limited (RFL), one of the subsidiaries of the company,
has raised `150 Cr and `200 Cr from Avigo Investments Limited, Mauritius and Nylim Jacobs Ballas India Fund
III, LLC respectively through compulsory convertible preference shares, the conversion of which is linked to the
performance of the said subsidiary for the financial year 2013. Pursuant to the tripartite agreement, REL has given
assurance to compensate shortfall in Internal Rate of Return (IRR) of 14% p.a. subject to the terms of agreement.
In the opinion of the management of the company, the probability of any liability towards the said assurance is remote
considering the track record of financial results, distribution of profits, networth of RFL and the value of shares based
on the similar issues in the prior years which justifies higher IRR than 14% on exit of the said investors. Accordingly,
management of the company is not anticipating any future liability on this assurance.
g. The Company operates in only one business segment and one geographical segment and hence segment information
is not required as per Accounting Standard -17.
37. Previous Year Figures

Previous year figures have been regrouped, re-arranged and reclassified wherever necessary to conform to the current
period’s classification.
The notes are an integral part of the Financial Statements
Signature to Note No 1 to 37 forming part of Financial Statements

Sd/- Sd/-
Sd/-
RUSSELL I PARERA
Partner
(DIN-01314395) (DIN-00174831)
Membership Number: 42190
Sd/- Sd/- Sd/-

(Membership No: A16914)

Date: May 29, 2015 Date: May 29, 2015

Notes

Design and Print Production: AP INDIA # 9810477226
CIN No.: L74899DL1984PLC146935

Phone No.: +91-11-39125000, Fax No.: +91-11-39126117
E-mail: [email protected], Website: www.religare.com

PDF

Uploaded by

Copyright:

Available Formats

PDF

Uploaded by

Document Information

Original Title

Copyright

Available Formats

Share this document

Share or Embed Document

Sharing Options

Did you find this document useful?

Is this content inappropriate?

Copyright:

Available Formats

PDF

Uploaded by

Copyright:

Available Formats

2014-2015

• Company Information 2-5

Message from Chairman and Managing Director 8

Message from Group Chief Executive Officer 9

Capital Markets and Wealth Management 15

• Governance and Leadership 18-27

• Awards and Recognitions 28-31

Directors’ Report 34-64

Management Discussion and Analysis 65-81

Report on Corporate Governance 82-107

Auditor’s Report 110-126

Balance Sheet 127

Profit and Loss Account 128

Cash Flow Statement 129-130

FORM AOC - 1 217-221

Auditor’s Report 224-227

Balance Sheet 128

Profit and Loss Account 129

Cash Flow Statement 230-231

Annual Report 2015 1

Noida Corporate Office Facility

A View of the Reception -

Religare House - Saket, New Delhi

4 Religare Enterprises Limited

BOARD OF DIRECTORS : Mr. Sunil Godhwani (Chairman & Managing Director)

COMPANY SECRETARY : Mr. Mohit Maheshwari

BANKERS TO THE COMPANY : HDFC Bank Limited

AUDITORS : Price Waterhouse, Chartered Accountants

REGISTRAR & SHARE : Karvy Computershare Private Limited

Annual Report 2015 5

8 Religare Enterprises Limited

Annual Report 2015 9

Our Structure and Portfolio of Business

12 Religare Enterprises Limited

Annual Report 2015 13

SME lending, RFL also provides financing against shares and

The SME sector is extremely vibrant – many innovations,

RFL’s subsidiary, Religare Housing Development Finance

Religare Finvest Limited (RFL) is a Non-Banking Financial Quick Facts

RFL supports SMEs by providing debt financing for capacity

14 Religare Enterprises Limited

which offers best-of-breed investment solutions and services,

Religare Capital Markets Limited (RCML) operates our

Annual Report 2015 15

hinting at the immense growth potential that the mutual fund

Religare Global Asset Management (RGAM) is a multi-

16 Religare Enterprises Limited

of health issues and easier accessibility of treatment options.

RHICL has rapidly made a mark based on its ability to

For Religare, Health Insurance is a business that offers the

Religare Health Insurance Company Limited (RHICL)

Annual Report 2015 17

Mr. Sunil Godhwani

Mr. Ravi Mehrotra

Mr. Monish Dutt

20 Religare Enterprises Limited

Mr. Virendra Kumar Madan

Mr. Harpal Singh

Annual Report 2015 21