We have audited the accompanying standalone financial
statements of Religare Enterprises Limited (the "Company"),
which comprise the Standalone Balance Sheet as at March 31,
2025, the Standalone Statement of Profit and Loss (including
Other Comprehensive Loss), the Standalone Statement of
Changes in Equity, the Standalone Statement of Cash Flows
for the year then ended, and notes to the standalone financial
statements including a summary of the material accounting
policies and other explanatory information (hereinafter
referred to as the "standalone financial statements").

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
Companies Act, 2013 (the "Act") in the manner so required
and give a true and fair view in conformity with the Indian
Accounting Standards prescribed under section 133 of the
Act, ("Ind AS") and other accounting principles generally
accepted in India, of the state of affairs of the Company as at
March 31, 2025 and its loss, total comprehensive loss, changes
in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit of the standalone financial statements
in accordance with the Standards on Auditing ("SA" s)
specified under section 143(10) of the Act. Our responsibilities
under those Standards are further described in the Auditor's
Responsibilities for the Audit of the Standalone Financial
Statements section of our report. We are independent of the
Company in accordance with the Code of Ethics issued by the
Institute of Chartered Accountants of India ("ICAI") together
with the ethical requirements that are relevant to our audit of
the Standalone Financial Statements under the provisions of
the Act and the Rules made thereunder, and we have fulfilled
our other ethical responsibilities in accordance with these
requirements and the ICAI's Code of Ethics. We believe that the
audit evidence obtained by us is sufficient and appropriate
to provide a basis for our audit opinion on the Standalone
Financial Statements.

Emphasis of Matter

We draw attention to Note 35.2 and 35.3 to the Standalone
Financial Statements, which describes ongoing income tax
litigations and related tax demands.

Our opinion on the Standalone Financial Statements is not
modified in respect of the above matter.

Key Audit Matter

Key audit matters are those matters that, in our professional
judgment, were of most significance in our audit of the
standalone financial statements of the current period.

We have determined that there are no key audit matters to
communicate in our report.

Information other than the Standalone Financial Statements
and Auditor's Report Thereon

The Company's Board of Directors is responsible for the
preparation of the other information. The other information
comprises the information included in the Company's Annual
Report particularly with respect to Management Discussions
and Analysis, Board's Report including Annexures to Board's
Report, Business responsibility report and Corporate
Governance report but does not include the standalone
financial statements and our auditor's report thereon. The
other information is expected to be made available to us after
the date of this auditor's report.

Our opinion on the standalone financial statements does not
cover the other information and we do not express any form
of assurance conclusion thereon.

In connection with our audit of the standalone financial
statements, our responsibility is to read the other information
identified above when it becomes available and, in doing
so, consider whether the other information is materially
inconsistent with the standalone financial statements or our
knowledge obtained during our audit or otherwise appears to
be materially misstated.

When we read the Annual Report, if we conclude that there is a
material misstatement therein, we are required to report that
fact to those charged with governance.

Responsibilities of Management and those charged
with Governance for the Standalone Financial
Statements

The Company's Board of Directors is responsible for the
matters stated in Section 134(5) of the Act with respect to
the preparation of these standalone financial statements
that give a true and fair view of the financial position, financial
performance including other comprehensive income, changes
in equity and cash flows of the Company in accordance

with the accounting principles generally accepted in India,
including the Indian Accounting Standards ("Ind AS") notified
under Section 133 of the Act read with the Companies (Indian
Accounting Standards) Rules, 2015, and RBI Regulations, as
amended from time to time.

This responsibility also includes 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 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 standalone financial statements that give
a true and fair view and are free from material misstatement,
whether due to fraud or error.

In preparing the standalone financial statements, the Board of
Directors is responsible for assessing the Company's ability to
continue as a going concern, disclosing, as applicable, matters
related to going concern and using the going concern basis
of accounting unless the Board of Directors either intends
to liquidate the Company or to cease operations, or has no
realistic alternative but to do so.

Those Board of Directors are also responsible for overseeing
the Company's financial reporting process.

Auditor's Responsibilities for the audit of the
Standalone Financial Statements

Our objectives are to obtain reasonable assurance about
whether the standalone financial statements are free from
material misstatement, whether due to fraud or error, and to
issue an auditor's report that includes our opinion. Reasonable
assurance is a high level of assurance but is not guarantee
that an audit conducted in accordance with SAs will always
detect a material misstatement when it exists. Misstatements
can arise from fraud or error and are considered material if,
individually or in the aggregate, they could reasonably be
expected to influence the economic decisions of users taken
on the basis of these standalone financial statements.

As part of an audit in accordance with SAs, we exercise
professional judgment and maintain professional skepticism
throughout the audit. We also:

• Identify and assess the risks of material misstatement of
the standalone financial statements, whether due to fraud
or error, design and perform audit procedures responsive to
those risks, and obtain audit evidence that is sufficient and
appropriate to provide a basis for our opinion. The risk of not
detecting a material misstatement resulting from fraud is

higher than for one resulting from error, as fraud may involve
collusion, forgery, intentional omissions, misrepresentations,
or the override of internal control.

• Obtain an understanding of internal control relevant to
the audit in order to design audit procedures that are
appropriate in the circumstances. Under section 143(3)
(i) of the Companies Act, 2013, we are also responsible
for expressing our opinion on whether the Company has
adequate internal financial controls system in place and
the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used
and the reasonableness of accounting estimates and
related disclosures made by management.

• Conclude on the appropriateness of management's use of
the going concern basis of accounting and, based on the
audit evidence obtained, whether a material uncertainty
exists related to events or conditions that may cast
significant doubt on the Company's ability to continue as
a going concern. If we conclude that material uncertainty
exists, we are required to draw attention in our auditor's
report to the related disclosures in the standalone financial
statements or, if such disclosures are inadequate, to
modify our opinion. Our conclusions are based on the
audit evidence obtained up to the date of our auditor's
report. However, future events or conditions may cause the
Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content
of the standalone financial statements, including the
disclosures, and whether the financial statements represent
the underlying transactions and events in a manner that
achieves fair presentation.

Materiality is the magnitude of misstatements in the financial
statements that, individually or in aggregate, makes it probable
that the economic decisions of a reasonably knowledgeable
user of the financial statements may be influenced. We
consider quantitative materiality and qualitative factors in
(i) planning the scope of our audit work and in evaluating
the results of our work; and (ii) to evaluate the effect of any
identified misstatements in the financial statements.

We communicate with those charged with governance
regarding, among other matters, the planned scope and
timing of the audit and significant audit findings, including
any significant deficiencies in internal control that we identify
during our audit.

We also provide those charged with governance with a
statement that we have complied with relevant ethical
requirements regarding independence, and to communicate
with them all relationships and other matters that may
reasonably be thought to bear on our independence, and
where applicable, related safeguards.

From the matters communicated with those charged with
governance, we determine those matters that were of most
significance in the audit of the standalone financial statements
of the current period and are therefore the key audit matters. We
describe these matters in our auditor's report unless law or regulation
precludes public disclosure about the matter or when, in extremely
rare circumstances, we determine that a matter should not be
communicated in our report because the adverse consequences
of doing so would reasonably be expected to outweigh the public
interest benefits of such communication. We have determined that
there are no key audit matters to be communicated in our report.

Other Matter

The audit of comparative financial statements of the Company
for the year ended March 31, 2024 was conducted by M/s S.P.
Chopra & Co., Chartered Accountants, the previous auditors of
the Company, whose reports dated May 21, 2024, expressed
an unmodified opinion on those audited standalone financial
statements. Accordingly, we JC Bhalla & Co., Chartered
Accountants, do not express any opinion on the figures
reported in the financial statements for the year ended March
31, 2024.

Report on Other Legal and Regulatory Requirements

1. As required by 'the Companies (Auditor's Report) Order,
2020' ("the Order"), issued by the Central Government
of India in terms of sub-section (11) of Section 143 of
the Act, we give in the Annexure- 'A', a statement on the
matters specified in paragraph 3 and 4 of the Order.

2. 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 account as required
by law have been kept by the Company so far as
appears from our examination of those books
except for the matters stated in paragraph (h) (vi)
below on reporting under Rule 11(g);

c. the Standalone Balance Sheet, the Standalone
Statement of Profit and Loss (including Other
Comprehensive Loss), Standalone Statement of
Changes in Equity and the Standalone Statement
of Cash Flows dealt with by this Report are in
agreement with the books of account;

d. i n our opinion, the aforesaid standalone financial
statements comply with the Indian Accounting
Standards ("Ind AS") notified under Section 133 of
the Act read with the Companies (Indian Accounting
Standards) Rules, 2015, as amended from time to time;

e. on the basis of the written representations received
from the directors and taken on record by the Board
of Directors, none of the directors is disqualified
as on March 31, 2025, from being appointed as a
director in terms of Section 164 (2) of the Act;

f. with respect to the adequacy of the internal financial
controls with reference to standalone financial
statements of the Company and the operating
effectiveness of such controls, refer to our separate
report in Annexure- B';

g. in our opinion, the remuneration paid by the
Company to its Director is in accordance with the
provisions of Section 197 read with Schedule V of
the Act; and

h. with respect to the other matters to be included in
the Auditor's Report in accordance with Rule 11 of
the Companies (Audit and Auditors) Rules, 2014,
as amended, in our opinion and to the best of our
information and according to the explanations given
to us:

i . The Company has disclosed the impact of
pending litigations on its financial position in
its standalone financial statements - Refer
note 35, 51 (c) and 51 (o) to the standalone
financial statements.

i i. The Company has not entered any long-term
contracts including derivative contracts.

iii. There has been no amount required to be
transferred to the Investor Education and
Protection Fund by the Company.

i v. (a) The Management has represented that,
to the best of its knowledge and belief,
no funds (which are material either
individually or in the aggregate) have
been advanced or loaned or invested
(either from borrowed funds or share
premium or any other sources or kind of
funds) by the Company to or in any other
person or entity, including foreign entity
("Intermediaries"), with the understanding,
whether recorded in writing or otherwise,
that the Intermediary shall, whether,
directly or indirectly lend or invest in
other persons or entities identified in any
manner whatsoever by or on behalf of
the Company ("Ultimate Beneficiaries")
or provide any guarantee, security or the
like on behalf of the Ultimate Beneficiaries;

v. No dividend was declared or paid during the
year; hence, the said clause is not applicable.

vi. Based on our examination, which included test
checks, the Company has used accounting
software for maintaining its books of account for
the financial year ended March 31, 2025 which
has a feature of recording audit trail (edit log)
facility and the same has operated throughout
the year for all relevant transactions recorded
in the software except in certain components
of audit trail were not operating due to system
limitations, as described in note 51 (q) to the
standalone financial statements. Further,
during our audit, we did not come across any
instance of the audit trail being tampered with
and the audit trail has been preserved by the
Company as per the statutory requirements for
record retention.

For J. C. Bhalla & Co.

Chartered Accountants
Firm Regn. No. 001111N

(Rajesh Sethi)

Partner

Place: New Delhi Membership No. 085669

Dated: May 20, 2025 UDIN: 25085669BMODOG9678