3.18 Provisions

Provisions are recognised when the Company has a
present obligation (legal or constructive) as a result of
past events, and it is probable that an outflow of resources
embodying economic benefits will be required to settle
the obligation, and a reliable estimate can be made of
the amount of the obligation. When the effect of the time
value of money is material, the Company determines
the level of provision by discounting the expected cash
flows at a pre-tax rate reflecting the current rates specific
to the liability. The expense relating to any provision is
presented in the statement of profit and loss net of
any reimbursement.

3.19 Operating Cycle

An asset or a liability is classified as current when it
satisfies any of the following criteria:

1. It is expected to be realized / settled, or is intended
for sale or consumption, in the Company's normal
operating cycle; or

2. It is held primarily for the purpose of being traded; or

3. It is expected to be realized / due to be settled within
twelve months after the reporting date; or

4. I t is cash or cash equivalent unless it is restricted
from being exchanged or used to settle a liability for
at least twelve months after the reporting date; or

5. The Company does not have an unconditional right
to defer settlement of the liability for at least twelve
months after the reporting date.

All other assets and liabilities are classified as non¬
current.

3.20 Dividends on ordinary shares

The Company recognises a liability to make cash or
non-cash distributions to equity holders of the parent
when the distribution is authorised and the distribution
is no longer at the discretion of the Company. As per
the corporate laws in India, a distribution is authorised
when it is approved by the shareholders. A corresponding
amount is recognised directly in equity.

Non-cash distributions are measured at the fair value
of the assets to be distributed with fair value re¬
measurement recognised directly in equity.

Upon distribution of non-cash assets, any difference
between the carrying amount of the liability and the
carrying amount of the assets distributed is recognised
in the statement of profit and loss.

4 Taxes

4.1 Current tax

Current tax assets and liabilities for the current and
prior years are measured at the amount expected to
be recovered from, or paid to, the taxation authorities.
The tax rates and tax laws used to compute amount are
those that are enacted, or substantively enacted, by
the reporting date in the countries where the Company
operates and generates taxable income.

Current income tax relating to items recognised outside
profit or loss is recognised outside profit or loss (either
in other comprehensive income or in equity). Current
tax items are recognised in correlation to the underlying
transaction either in OCI or directly in equity. Management
periodically evaluates positions taken in the tax returns
with respect to situations in which applicable tax
regulations are subject to interpretation and establishes
provisions where appropriate.

4.2 Deferred tax

Deferred tax is provided on temporary differences at
the reporting date between the tax bases of assets
and liabilities and their carrying amounts for financial
reporting purposes.

Deferred tax liabilities are recognised for all taxable
temporary differences, except:

• Where the deferred tax liability arises from the initial
recognition of goodwill or of an asset or liability in a
transaction that is not a business combination and,
at the time of the transaction, affects neither the
accounting profit nor taxable profit or loss

• In respect of taxable temporary differences associated
with investments in subsidiaries, where the timing
of the reversal of the temporary differences can
be controlled and it is probable that the temporary
differences will not reverse in the foreseeable future

Deferred tax assets are recognised for all deductible
temporary differences, the carry forward of unused tax
credits and any unused tax losses. Deferred tax assets are
recognised to the extent that it is probable that taxable
profit will be available against which the deductible
temporary differences, and the carry forward of unused
tax credits and unused tax losses can be utilised, except:

• When the deferred tax asset relating to the deductible
temporary difference arises from the initial recognition
of an asset or liability in a transaction that is not
a business combination and, at the time of the
transaction, affects neither the accounting profit nor
taxable profit or loss.

• In respect of deductible temporary differences
associated with investments in subsidiaries, associates
and interests in joint ventures, deferred tax assets are
recognised only to the extent that it is probable that the
temporary differences will reverse in the foreseeable

future and taxable profit will be available against which
the temporary differences can be utilised

The carrying amount of deferred tax assets is reviewed
at each reporting date and reduced to the extent that
it is no longer probable that sufficient taxable profit will
be available to allow all or part of the deferred tax asset
to be utilised. Unrecognised deferred tax assets are re¬
assessed at each reporting date and are recognised to the
extent that it has become probable that future taxable
profits will allow the deferred tax asset to be recovered.

Deferred tax assets and liabilities are measured at the
tax rates that are expected to apply in the year when
the asset is realised or the liability is settled, based
on tax rates (and tax laws) that have been enacted or
substantively enacted at the reporting date.

Deferred tax relating to items recognised outside profit
or loss is recognised outside profit or loss (either in
other comprehensive income or in equity). Deferred tax
items are recognised in correlation to the underlying
transaction either in OCI or directly in equity.

Deferred tax assets and deferred tax liabilities are offset
if a legally enforceable right exists to set off current tax
assets against current tax liabilities and the deferred
taxes relate to the same taxable entity and the same
taxation authority.

Tax benefits acquired as part of a business combination,
but not satisfying the criteria for separate recognition at
that date, are recognised subsequently if new information
about facts and circumstances change. Acquired
deferred tax benefits recognised within the measurement
period reduce goodwill related to that acquisition if
they result from new information obtained about facts
and circumstances existing at the acquisition date. If
the carrying amount of goodwill is zero, any remaining
deferred tax benefits are recognised in OCI/ capital
reserve depending on the principle explained for bargain
purchase gains. All other acquired tax benefits realised
are recognised in profit or loss.

5 Significant accounting judgments, estimates and
assumptions

The preparation of the Company's Standalone financial
statements requires management to make judgments,
estimates and assumptions that affect the reported
amount of revenues, expenses, assets and liabilities, and
the accompanying disclosures, as well as the disclosure
of contingent liabilities. Uncertainty about these
assumptions and estimates could result in outcomes that
require a material adjustment to the carrying amount of
assets or liabilities affected in future periods.

Judgments

I n the process of applying the Company's accounting
policies, management has made the following judgments,
which have a significant risk of causing a material
adjustment to the carrying amounts of assets and
liabilities within the next financial year.

5.1 Business model assessment

Classification and measurement of financial assets
depends on the results of the SPPI and the business
model test. The Company determines the business model
at a level that reflects how Company of financial assets
are managed together to achieve a particular business
objective. This assessment includes judgment reflecting
all relevant evidence including how the performance of
the assets is evaluated and their performance measured,
the risks that affect the performance of the assets and
how these are managed and how the managers of the
assets are compensated. The Company monitors financial
assets measured at amortised cost or fair value through
other comprehensive income that are derecognised
prior to their maturity to understand the reason for their
disposal and whether the reasons are consistent with
the objective of the business for which the asset was
held. Monitoring is part of the Company's continuous
assessment of whether the business model for which
the remaining financial assets are held continues to be
appropriate and if it is not appropriate whether there has
been a change in business model and so a prospective
change to the classification of those assets.

Estimates and assumptions

The key assumptions concerning the future and other key
sources of estimation uncertainty at the reporting date,
that have a significant risk of causing a material adjustment
to the carrying amounts of assets and liabilities within the
next financial year, are described below. The Company
based its assumptions and estimates on parameters
available when the consolidated financial statements
were prepared. Existing circumstances and assumptions
about future developments, however, may change due to
market changes or circumstances arising that are beyond
the control of the Company. Such changes are reflected
in the assumptions when they occur.

5.2 Fair value of financial instruments

The fair value of financial instruments is the price that
would be received to sell an asset or paid to transfer
a liability in an orderly transaction in the principal (or
most advantageous) market at the measurement date
under current market conditions (i.e., an exit price)
regardless of whether that price is directly observable
or estimated using another valuation technique. When
the fair values of financial assets and financial liabilities
recorded in the balance sheet cannot be derived from
active markets, they are determined using a variety of
valuation techniques that include the use of valuation
models. The inputs to these models are taken from
observable markets where possible, but where this is
not feasible, estimation is required in establishing fair
values. Judgments and estimates include considerations
of liquidity and model inputs related to items such as
credit risk (both own and counterparty), funding value
adjustments, correlation and volatility. For further details
about determination of fair value please see note no. 40.

5.3 Effective Interest Rate (EIR) method

The Company's EIR methodology, recognises interest
income / expense using a rate of return that represents
the best estimate of a constant rate of return over the
expected behavioural life of loans given / taken and
recognises the effect of potentially different interest
rates at various stages and other characteristics of the
product life cycle (including prepayments and penalty
interest and charges).

This estimation, by nature, requires an element of
judgement regarding the expected behaviour and life¬
cycle of the instruments, as well expected changes to
India's base rate and other fee income/expense that are
integral parts of the instrument.

5.4 Impairment of financial asset

The measurement of impairment losses across all
categories of financial assets requires judgment, in
particular, the estimation of the amount and timing of
future cash flows and collateral values when determining
impairment losses and the assessment of a significant
increase in credit risk. These estimates are driven by a
number of factors, changes in which can result in different
levels of allowances.

The Company's ECL calculations are outputs of complex
models with a number of underlying assumptions
regarding the choice of variable inputs and their
interdependencies. Elements of the ECL models that are
considered accounting judgments and estimates include:

• The Company's internal credit grading model, which
assigns PDs to the individual grades

• The Company's criteria for assessing if there has been
a significant increase in credit risk and so allowances
for financial assets should be measured on a LTECL
basis and the qualitative assessment

• The segmentation of financial assets when their ECL is
assessed on a collective basis

• Development of ECL models, including the various
formulas and the choice of inputs

• Determination of associations between
macroeconomic scenarios and, economic inputs, such
as unemployment levels and collateral values, and the
effect on PDs, EADs and LGDs

• Selection of forward-looking macroeconomic
scenarios and their probability weightings, to derive
the economic inputs into the ECL models

I t has been the Company's policy to regularly review
its models in the context of actual loss experience and
adjust when necessary.

5.5 Provisions and other contingent liabilities

The Company operates in a regulatory and legal
environment that, by nature, has a heightened element
of litigation risk inherent to its operations. As a result, it
is involved in various litigation, arbitration and regulatory
investigations and proceedings in the ordinary course of
the Company's business.

When the Company can reliably measure the outflow
of economic benefits in relation to a specific case
and considers such outflows to be probable, the
Company records a provision against the case. Where
the probability of outflow is considered to be remote,
or probable, but a reliable estimate cannot be made, a
contingent liability is disclosed.

Given the subjectivity and uncertainty of determining the
probability and amount of losses, the Company takes into
account a number of factors including legal advice, the
stage of the matter and historical evidence from similar
incidents. Significant judgment is required to conclude
on these estimates.

5A Recent pronouncements Ministry of Corporate Affairs
("MCA") notifies new standards or amendments to the
existing standards under Companies (Indian Accounting
Standards) Rules as issued from time to time. For the
year ended March 31, 2025, MCA has notified Ind AS -
117 Insurance Contracts and amendments to Ind AS 116
- Leases, relating to sale and leaseback transactions,
applicable to the Company w.e.f. April 1, 2024. The
Company has reviewed the new pronouncements and
based on its evaluation has determined that it does not
have any significant impact in its financial statements.

8.1 Contingency Reserves provision represents ECL provision or 0.40% on standard loans whichever is higher for the current
year (Previous Year: 0.40%) of the Outstanding Standard Loans and Advances, which is in compliance with provisioning
requirements for NBFCs prescribed under RBI Master Direction DNBR.PD.008/03.10.119/2016-17- Non-Banking Financial
Company - Systemically Important Non-Deposit taking Company and Deposit taking Company (Reserve Bank) Directions,
2016 as amended from time to time.

8.2 i) The Company had acquired 100% equity stake MIC Insurance Web Aggregator Private Limited (MIC) and during the

current financial year an amount of I 91 Lakhs (I 50 Lakhs in previous year) has been borrowed by MIC from REL. MIC
is not able to scale up its operations and achieve optimum level of revenue and profitability due to lack of additional
capital support. With limited scope of growth in a competitive landscape, MIC's financial position continued to be
untenable. In the light of these considerations, the Board of Directors of REL have approved to suspend the operations
of MIC till the re-evaluation of feasibility of the business model of MIC and accordingly REL write off the outstanding
amount of I 141 Lakhs lend to MIC.

9.3 The Company grants ESOP's to group companies employees in accordance with approved Employee Stock Option Scheme.
(Refer note 46)

9.4 Religare Global Asset Management, Inc. (RGAM Inc.), a wholly owned subsidiary of the Company in Delaware, USA stands
dissolved w.e.f October 09, 2023 as per the report of the search conducted and received by the Company on December
27, 2023. Accordingly, RGAM Inc. ceases to be a subsidiary of the Company.

9.5 The Company had acquired 100% equity stake in MIC Insurance Web Aggregator Private Limited (MIC) for a consideration
of 1 300 Lakhs on November 09, 2023. Post acquisition, the Company has made investment of 130 Lakhs in rights issue of
MIC. 30,00,000 shares were purchased at 1 1 per equity share pursuant to the rights issue. Since, MIC is not able to scale
up its operations and achieve optimum level of revenue and profitability due to lack of additional capital support. With
limited scope of growth in a competitive landscape, MIC's financial position continued to be untenable. In the light of these
considerations, the Board of Directors of the Company have approved to suspend the operations of MIC till the re-evaluation
of feasibility of the business model of MIC and accordingly the Company has impaired the investment in MIC.

Redeemable preference shares accounted as a financial liability measured initially at the fair value and subsequently at
amortised cost with the interest accretion at Effective Interest Rate (EIR) based on the IRR calculated on the yield thereon:

(a) 13.66% Cumulative Redeemable Preference Share

The face value of each share is I 10. The share shall have voting rights applicable to the preference share under
the Companies Act, 2013. Each preference share holder has right to receive in priority to Equity shareholders,
preference dividend on cumulative basis at the rate not exceeding 13.66% per financial year. The aggregate shares
outstanding as at the year end are 1,500,000 ( Previous year: 1,500,000) at I 100 (including premium of I 90 per share).
The above shares were redeemable at an amount of I 4,190.28 Lakhs (including premium not exceeding I 269.36 per
share) on October 31, 2018.

(b) 0.01% Non Convertible Non Cumulative redeemable preference share

The face value of each share is I 10. The share shall have voting rights applicable to the preference share under the
Companies Act, 2013. Each preference share holder has right to receive in priority to Equity shareholder, preference
dividend on non cumulative basis at the rate not exceeding 0.01% per financial year. The shares allotted were 25,000,000
in one tranche on August 30, 2016. The above shares were redeemable at an amount (including premium) not exceeding
I 16.851 per share on August 30, 2021. The carrying value of preference share as on the date of redemption was
I 4,212.75 Lakhs.

During the current year, the Company has allotted 9,32,500 equity shares, pursuant to exercise of stock options granted
under "Religare Enterprises Limited Employees Stock Option Plan 2019" (REL ESOP Scheme, 2019). These equity shares of
face value of I 10/- each have been allotted at an exercise price ranging from I 29.43 per share to I 207.20 per share.
Pursuant to the said allotments, the issued, subscribed and paid-up equity capital of the Company stands increased to
I 33,065.37 lakhs divided into 33,06,53,663 equity shares of I 10/- each as at March 31, 2025.

22.1(b) Rights, preferences and restrictions attached to shares

Equity Shares: The Company has only one class of equity shares having par value of I 10 per share. Each shareholder is
entitled to one vote per share held. Dividend if any declared is payable in Indian Rupees. The dividend proposed by the
Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

The Burman Group of companies [i.e. M.B. Finmart Private Limited ("Acquirer 1"), Puran Associates Private Limited ("Acquirer
2"), VIC Enterprises Private Limited ("Acquirer 3"), and Milky Investment & Trading Company ("Acquirer 4") (hereinafter the
"Acquirers")] vide their intimation letter dated February 19, 2025 informed the Company that as a result of the completion
of purchase of shares in the Company by the Acquirers, pursuant to the Open Offer to the Public Shareholders of the
Company as per the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations,
2011, the shareholding of the Acquirers had reached to 8,32,01,819 equity shares of the Company representing 25.16% of
the outstanding paid-up share capital of the Company as on February 18, 2025 resulting into change of control on the even
date. Consequent to the change of control, the Acquirers have become the Promoters of the Company.

(i) The Company has given a corporate guarantee to banks on behalf of its wholly owned subsidiary Religare Broking
Limited (RBL) amounting to I 33,000 lakhs (Previous year I 34,500 Lakhs) against various credit facilities. As on March
31, 2025, a sum of I 20,600 Lakhs (Previous year I 24,700 Lakhs) was utilised towards the said credit facility.

(ii) I ncludes demands which are pending for adjudication with various income tax authorities i.e. ITAT, CIT (Appeal),
Commissioner of Income Tax, etc.

(iii) The Company received a VAT assessment order on 21.03.2020 pertaining to FY 2015-16 in Religare Comtrade Limited
(now merged with the Religare Enterprises Limited w.e.f appointed date 01.04.2019). The demand involved is I 319.77
lakhs which includes base tax of I 165.96 lakhs interest of I 114.51 lakhs and penalty of I 39.30 lakhs. The issue
involved is largely on account of ITC disallowance of opening VAT credit balance being carried forward from earlier
years FY 2013-14 and FY 2014-15. The appeal for FY 2013-14 and FY 2014-15 has already been decided in favour of
the Company. An appeal dated 23.07.2020 has been filed before Dy. Commissioner of Commercial Tax (Appeals-1)
against the aforesaid VAT assessment order of FY 2015-16 which is currently pending for adjudication.

35.1 Inclusive of Unpaid Capital call on equity shares of Religare Capital Markets Limited amounting to I 4,077.50 lakhs.

35.2 The Income Tax Return filed for the AY 2016-17 was picked up for assessment proceedings u/s 143(3) and the Income tax
Department vide its final assessment order on 31.03.2021 has made an aggregate disallowance amounting to I 1,24,942
lakhs (including the disallowance of capital loss of RCML pursuant to reduction of share capital aggregating to I 84,427 lakhs).
Further, the tax department has raised a demand aggregating to I 20,451 lakhs (including interest u/s. 234B and 234C of
I 7,642 lakhs) after setting- off advance tax and TDS for the subject year. Subsequently, the AO has passed a rectification
order dated 14.02.2023 & 15.05.2023 u/s. 154 r.w.s. 143(3) of the Act and reduced the disallowance to I 1,24,935 lakhs and
also reduced the tax demand to I 16,412 lakhs. Further, against the disallowances made by the AO in the final assessment
order, the Company has filed an appeal before the Income Tax Appellant Tribunal ('ITAT') on 19.04.2021. Consequent to the
appeal filed by the Company, the Hon'ble ITAT vide its order dated 21.09.2023 has adjudicated the matter. The order of ITAT
has following impacts:

(i) Out of the aggregate disallowances of I 1,24,935 lakhs made in the rectified assessment order, on additions aggregating
to I 40,508 lakhs, the ITAT has granted relief to the Company. Against this relief, the Income Tax Department has also
filed an appeal before Delhi High Court on one of the grounds related to disallowance of interest cost of I 520 lakhs
which was duly allowed by the ITAT in the favour of the Company and the said appeal has been admitted by the Hon'ble
Delhi High Court.

(ii) The ITAT has confirmed the disallowance of Short Term and Long Term losses aggregating I 84,427 lakhs, claimed in
the subject AY on write off of investment made in preference shares of a subsidiary. Against this issue upheld by the
ITAT, the Company has filed an appeal before Delhi High Court on 17.01.2024, which has been duly admitted by the
Delhi High Court on 29.04.2024. Now the matter is pending for adjudication before Delhi High Court.

Further, pursuant to the order of ITAT, the Company had filed an appeal effect application before the Assessing officer
on 13.10.2023 to give effect to the order passed by the ITAT. The appeal effect order has been passed by the Income tax
department on 28.05.2024, wherein the gross tax demand has been reduced to I 1,259 lakhs. Accordingly, the Company
has made a provision for tax of I 1,259 Lakhs during the financial year ended March 31, 2025.

35.3 The assessment proceeding was initiated u/s 143(3) for AY 2017-18 and the AO has passed a final assessment order on
24.01.2022 confirming all the disallowances/additions, aggregating to I 94,746 lakhs, proposed in the draft assessment order
dated 31.03.2021 and raised a demand of I 13,996 lakhs (including interest u/s. 234B of I 4,940 lakhs) after setting- off
advance tax and TDS for the subject year.Now rectification order has been passed for the subject AY on 20.06.2024 and
demand has been reduced to I 10,853 lakhs (including interest u/s. 234B of I 3,792 lakhs).

Against the said order passed by the Income Tax Department, the Company has taken following actions (i) The Company
has filed an appeal before the Income Tax Appellant Tribunal ('ITAT') against the disallowances made by the Income Tax
Department, which is currently pending for adjudication before ITAT and (ii) the Company had filed stay application before
ITAT for stay of demand and the Hon'ble ITAT considering the facts of the present matter has granted interim stay on the
operation of recovery of demand.

35.4 I n accordance with the approval for payment of Brand License Fees granted by the Audit Committee and the Board of
Directors in their respective meetings held on December 8, 2016 and December 10, 2016 respectively, the Company during
the year ended March 31, 2017, had entered into an agreement for payment of Brand License Fees to RHC Holding Private
Limited ("RHC") for a period of 6 years effective April 01, 2016 for usage of the "Religare" trademark/brand. During the year
ended March 31, 2018, RHC has assigned the trade mark "Religare" and its logo to Elive Infotech Pvt Limited (assignee/Elive).
Further, Elive has waived the right to receive the brand license fee from REL or its subsidiaries/affiliates till the time interest
on loans availed by the group companies of Elive and RHC from Religare Finvest Limited is serviced. In the suit titled SCCPL
& Another vs. LVB & Others having no. CS(COMM) 633/2018 pending before the Hon'ble Delhi High Court, SCCPL had claimed
ownership of "Religare Brand" by way of an Assignment Deed allegedly executed in its favour by RHC and Elive. The Hon'ble
Delhi High Court vide its order date 22.02.2018 passed an order to maintain status quo regarding the Religare Trademark.
RHC and Elive have filed an application under Section 340 Cr.P.C against SCCPL for wilfully knowing, deliberately making false
statements and submitting forged documents. Loancore Servicing Solutions Ltd. has filed substitution on behalf of SCCPL
by way of assignment deed. Further, Daiichi has also obtained a status quo order on the brand "Religare" by suppressing
the fact that the entire shareholding of RHC Holdings Pvt. Ltd. in M/s Elive Infotech Pvt. Ltd. had been pledged in favour of
RFL as a security for various loans to group companies of RHC Holdings Pvt. Ltd. RFL had filed objection application in the
said proceedings.

40 Fair value measurement

This note describes the fair value measurement of both financial and non-financial instruments and is structured as follows:

40.1 Valuation Principles

40.2 Assets and liabilities by fair value hierarchy

40.3 Fair Value of financial instruments not measured at fair value

40.4 Valuation Techniques

40.5 Movements in level 3 financial instruments measured at fair value

40.6 Disclosure of fair value of financial measurement hierarchy for financial instruments

40.7 Valuation methodologies of financial instruments not measured at fair value

40.1Valuation Principles

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction in the
principal (or most advantageous) market at the measurement date under current market conditions (i.e., an exit price),
regardless of whether that price is directly observable or estimated using a valuation technique.

I n order to show how fair values have been derived, financial instruments are classified based on a hierarchy of
valuation techniques.

40.2 Fair value hierarchy

Fair value of the financial instruments is classified in various fair value hierarchies based on the following three levels:
Level 1: Quoted prices (unadjusted) in active market for identical assets or liabilities.

Level 2: Inputs other than quoted price included within level 1 that are observable for the asset or liability, either directly
(i.e. as prices) or indirectly (i.e. derived from prices).

The fair value of financial instruments that are not traded in an active market is determined using market approach and
valuation techniques which maximize the use of observable market data and rely as little as possible on entity-specific
estimates. If significant inputs required to fair value an instrument are observable, the instrument is included in Level 2.

Level 3: Inputs for the assets or liabilities that are not based on observable market data (unobservable inputs).

If one or more of the significant inputs is not based on observable market data, the fair value is determined using generally
accepted pricing models based on a analysis, with the most significant inputs being the discount rate that reflects the credit
risk of counterparty.

The fair value of trade receivables, trade payables and other current financial assets and liabilities is considered to be equal
to the carrying amounts of these items due to their short-term nature. Where such items are Non-current in nature, the
same has been classified as Level 3 and fair value determined using basis. Similarly, unquoted equity instruments where
most recent information to measure fair value is insufficient, or if there is a wide range of possible fair value measurements,
cost has been considered as the best estimate of fair value.

There has been no change in the valuation methodology for Level 3 inputs during the year. The Company has not classified
any material financial instruments under Level 3 of the fair value hierarchy. There were no transfers between Level 1 and
Level 2 during the year.

40.4Valuation Techniques

a) Mutual Funds

- Open ended Mutual funds at NAV's declared or quoted

- Close ended Mutual funds at declared or published NAV's by Asset Management Financial Institution (AMFI)

b) Alternate Investment Funds

- Alternate Investment Funds value at NAV's as declared by Fund Management companies.

c) Equity instruments

The majority of equity instruments are of non-listed entities, and are initially recognised at transaction price and re¬
measured (to the extent information is available) and valued on a case-by-case and classified as Level 3.

40.5 Movements in Level 3 financial instruments measured at fair value

The following tables show a reconciliation of the opening and closing amounts of Level 3 financial assets and liabilities
which are recorded at fair value. Transfers from Level 3 to Level 2 occur when the market for some securities became more
liquid, which eliminates the need for the preciously required significant unobservable valuation inputs. Since the transfer,
these instruments have been valued using valuation models incorporating observable market inputs. Transfers into Level 3
reflect changes in market conditions as a result of which instruments become less liquid. Therefore, the Company requires
significant unobservable inputs to calculate their fair value.

40.7 Valuation methodologies of financial instruments

The fair value of financial assets and liabilities is included at the amount at which the instrument could be exchanged in a
current transaction between willing parties, other than in forced or liquidation sale. The following methods and assumptions
were used to estimate the fair values:

1. The Company has disclosed financial instruments such as cash & cash equivalents, other bank balances, trade payables,
other financial assets, and liabilities at carrying value because their carrying amounts are a reasonable approximation
of the far values due to their short term nature.

2. Financial instruments with fixed and variable interest rats are evaluated by the Company based on parameters such
as interest rates and individual credit worthiness of the counter party. Based on this evaluation, allowances are taken
to the account for the expected losses of these receivables.

41 Financial Risk Management, Objectives and Policies

41.1 Introduction and risk profile

Company has operations in India. Whilst risk is inherent in the Company's activities, it is managed through an integrated
risk management framework, including on-going identification, measurement and monitoring, subject to risk limits and
other controls. This process of risk management is critical to the Company's continuing profitability and each individual
within the Company is accountable for the risk exposures relating to his or her responsibilities. The Company is exposed
to credit risk, liquidity risk and market risk. It is also subject to various operating and business risks.

41.1.1 Risk Management Structure

The Board of Directors are responsible for the overall risk management approach and for approving the risk management
strategies and principles.

The Board has constituted the Risk Management Committee which is responsible for monitoring the overall risk process
within the Company. The Risk Management Committee (RMC) has the overall responsibility for the development of the
risk strategy and implementing principles, frameworks, policies and limits. The RMC is responsible for managing risk
decisions and monitoring risk levels.

The Head of respective department/function shall be responsible for implementation of the risk management system
as may be applicable to their respective areas of functioning who will maintain record of each risk identified along with
mitigation plan in Risk & Control Matrix (RCM) and will update it periodically.

The Company's policy is that risk management processes throughout the Company are audited at regular interval by
the Internal Audit function, which examines both the adequacy of the procedures and the Company's compliance with
the procedures. Internal Audit discusses the results of all assessments with management, and reports its findings and
recommendations to the Supervisory Board and Audit Committee.

41.2 Financial Risk Management:

The Company's principal financial liabilities, other than derivatives, comprise of borrowings, trade and other payables.
The main purpose of these financial liabilities is to finance the Company's operations. The Company's principal financial
assets, other than derivatives, include trade and other receivables, investments and cash and cash equivalents that
arise directly from its operations.

The Company is exposed to credit risk, liquidity risk and market risk. It is also subject to various operating and
business risks.

41.2.3 Reputational Risk

Reputational Risk As per the above standard, REL is also exposed to reputation risk arising from failures in
governance, business strategy and process, regulatory-compliance and legal risk. These risks are generally covered
under Operational risks. Reputational risk is the risk of potential damage to the Company due to deterioration of
its reputation. The reputation of the Company may suffer as a result of its failure to comply with laws, regulations,
rules, reporting requirements, standards and codes of conduct applicable to its activities, rather than compliance
with the internal limits or procedures. Proactive measures to minimize the risk of losing reputation could be a
sound risk management framework, good corporate governance high level ethics and integrity, rigorous anti money
laundering procedures, good business practices and reporting of all breaches which lead to reputational risk to
the attention of senior management and the board.

Management of subsidiaries and support functions of REL should take into consideration above basic risk
categorization and devise their own risk cum control matrix for each of the product line, segment, business
and operations.

41.2.4 Liquidity risk

Liquidity risk is the potential of loss arising from their inability either to meet obligations or to fund increases in
assets as they fall due without incurring unacceptable costs or losses.

41.2.1 Credit Risk

The Company continuously monitors all assets subject to ECLs. In order to determine whether an instrument
or a portfolio of instruments is subject to 12m ECL or LTECL, the Company assesses whether there has been a
significant increase in credit risk since initial recognition. The Company considers an exposure to have significantly
increased in credit risk underlying assets and accordingly changes the ECL.

When estimating ECLs on a collective basis for a Company of similar assets, the Company applies the same
principles for assessing whether there has been a significant increase in credit risk since initial recognition.

For other Financial asset an Investments the Company ha an investment policy which allow the Company to
investment with counter parties having credit rating and with limits as predefined in Investment policy.

41.2.2 Interest Rate Risk

Interest rate risk is the fair value of future cash flows of a financial instrument which fluctuates because of changes
in the market Interest rates. The Company's position with regards to interest income treasury team manages the
interest rate by diversifying its portfolio across tenures.

42.1Capital Management

The primary objectives of the Company's capital management policy are to ensure that the Company complies with
externally imposed capital requirements and maintains strong credit ratings and healthy capital ratios in order to support
its business and to maximize shareholder value.

The Company manages its capital structure and makes adjustments to it according to changes in economic conditions and
the risk characteristics of its activities. In order to maintain or adjust the capital structure, the Company may adjust the
amount of dividend payment to shareholders, return capital to shareholders or issue capital securities. No changes have
been made to the objectives, policies and processes from the previous years. However, they are under constant review by
the Board.

43 Retirement benefit Plan
43.1Defined Contribution Plan

Contribution toward provident fund plan 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 legal
or constructive obligations to pay further contributions apart from the contributions made on monthly basis which are
charged to the Statement of Profit and Loss account as incurred.

The amount charged to the Statement of Profit and Loss is I 79.51 Lakhs during the year (2023-24: I 74.31 Lakhs).

43.2 Defined Benefits plan

The Company has a defined benefit gratuity plan in India (funded). The Company's defined benefit gratuity plan is a final
salary plan for its employees, which requires contributions to be made to a separately administered fund. The gratuity plan is
governed by the Payment of Gratuity Act, 1972. Under the act, employee who has completed five years of service is entitled
to specific benefit. The level of benefits provided depends on the member's length of service and salary at retirement age.
The fund has the form of a trust and it is governed by the Board of Trustees, which consists of an equal number of employer
and employee representatives. The Board of Trustees is responsible for the administration of the plan assets and for the
definition of the investment strategy.

Each year, the Board of Trustees reviews the level of funding in the India gratuity plan. Such a review includes the asset-
liability matching strategy and investment risk management policy. This includes employing the use of annuities and
longevity swaps to manage the risks. The Board of Trustees decides its contribution based on the results of this annual
review. The Board of Trustees aim to keep annual contributions relatively stable at a level such that no plan deficits (based
on valuation performed) will arise.

43.3Others benefits

The employees of the Company are entitled to leave benefits as per the policy of the Company. The liability for compensated
absences is accrued based on the actuarial valuation as at the balance sheet date conducted by an independent actuary.
The net present value of the Group companies' obligations are determined based on the Projected Unit Credit Method at
the end of each year.

The following tables summaries the components of net benefit expense recognised in the statement of profit or loss and
the funded status and amounts recognised in the balance sheet for the respective plans:

Risk Analysis

The Company is exposed to a number of risks in the defined benefit plans. Most significance risk pertaining to defined
benefits plans and management estimation of the impact of these risks are as follows

Salary Growth Rate

The present value of defined benefit plans liability is calculated by reference to the future salaries of plan participates.
Salary increase considered @ 9%. As such, an increase in the salary of the plan participants will increase the
plan's liability.

Demographic Risk

This is the risk of variability of results due to systematic nature of decrements that include mortality, withdrawal,
disability and retirement. The effect of these decrements on the defined obligation is not straight forward and depends
upon the combination of salary increase, discount rate and vesting criteria. it is important not to overstate withdrawals
because in the financial analysis the retirement benefit of short career employee typically costs less per year as
compared to long service employee.

Interest rate risks

The defined benefit obligation uses a discount rate based on government bonds. If bonds yields fall, the defined benefit
obligation will tend to increase.

46 Disclosure on Employees Stock Options Scheme
46.1 ESOP Policy

Equity-settled share-based payments to employees and others providing similar services are measured at the fair value of
the equity instruments at the grant date. Details regarding the determination of the fair value of equity-settled share-based
payments transactions are set out in notes to accounts.

The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line
basis over the vesting period, based on the Company's estimate of equity instruments that will eventually vest, with a
corresponding increase in equity. At the end of each reporting period, the Company revises its estimate of the number of
equity instruments expected to vest. The impact of the revision of the original estimates, if any, is recognised in Statement
of Profit and Loss such that the cumulative expenses reflects the revised estimate, with a corresponding adjustment to the
Share Option Outstanding Account.

ESOPs (equity - settled share - based payments) have also been granted to the employees of:

Subsidiary (including step down subsidiary) whereby:

i) The Company has debited these shares as 'Investment in Subsidiary' and credited its equity;

ii) The subsidiary has debited its expenses (employee related cost) and credited the capital contribution from the parent;

The employees of the Company are recipient of equity - settled share based payments either from the Company and / or
its subsidiary (including step down subsidiary.

i) Where the transaction is with the subsidiary, credit to 'Dividend Income' and debit to expenses (employee related
cost)

ii) The Subsidiary has debited Investment and credited to capital contribution."

The dilutive effect of outstanding options is reflected as additional share dilution in the computation of diluted earnings
per share.

46.2ESOP DISCLOSURES
Details of the Scheme:

The Board of Directors at its meeting held on February 12, 2019, approved the Religare Enterprises Limited Employee Stock
Option Plan 2019 ("REL ESOP 2019 / Scheme") to issue and allot stock options up to a maximum of 10% of expanded share
capital of the Company (after taking into account any other equity Shares including through convertible instruments) for
the permanent employees and directors whether a whole-time director or not (other than Promoters of the Company,
Independent Directors and Directors holding directly or indirectly more than 10% of the outstanding Equity Shares of the
Company) of the Company and its present and future holding company and subsidiary company(ies) in terms of Securities
and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014. The shareholders of the Company approved
the Scheme vide their special resolution passed through postal ballot on March 29, 2019.

The Nomination and Remuneration Committee of the Company has approved the following grants to select senior level
executives of the Company in accordance with the Stock Option Scheme.

46.3 The details of grants approved for employees of the Company and employees of its subsidiaries (including step down
subsidiaries) in accordance with the Employees Stock Option Scheme:

46.4 Method used for accounting for share based payment plan

The Company has used the fair value method to account for the compensation cost of stock options to employees. The
fair value of options used are estimated on the date of grant using the Black - Scholes Model.

The key assumptions used in Black - Scholes Model for calculating fair value as on the date of respective grants are:

• Grant date

• Risk free interest rate

• Expected life

• Expected volatility

• Dividend yield

• Price of the underlying share in the market at the time of the option grant

Note: For the year ended March 31, 2025, the Company has accounted expense of I 6.41 Lakhs as Employee Benefit Expenses
on the aforesaid employee stock option plan, including subsidiaries and step down subsidiaries scheme (Previous year:
expense of I 18.83 Lakhs). The balance in share option outstanding account is I 18.37 Lakhs as of March 31, 2025 (I 129.85
as of March 31, 2024).

46.5 TRANSACTIONS DURING THE YEAR
During the year, the Company has:

(a) Credited ESOP reserve on:

i) Debiting to employee related cost by I 6.41 Lakhs (previous year: I 18.55 Lakhs) being ESOP expenses on its
own employees;

ii) Debiting investment in subsidiaries by I Nil (previous year: I 0.11 Lakhs) being ESOP expenses on its
subsidiaries employees;

(b) Credited to ESOP Reserve' & debited employee related cost by I Nil (previous year: I 0.28 Lakhs) being ESOPs granted
to the employees of the Company by its subsidiary;

(c) The part of ESOP granted to employees of the its subsidiaries stand cancelled during the year. On Cancellation of ESOP's
the amount of I 117.88 Lakhs (previous year: I 0.08 Lakhs) was transferred from ESOP reserve A/c to Retained earning.

47 Earnings per share

Basic earnings per share (EPS) is calculated by dividing the net profit for the year attributable to equity holders of Company
by the weighted average number of equity shares outstanding during the year.

Diluted EPS is calculated by dividing the net profit attributable to equity holders of Company (after adjusting for interest on
the convertible preference shares and interest on the convertible bond, in each case, net of tax) by the weighted average
number of equity shares outstanding during the year plus the weighted average number of equity shares that would be
issued on the exercise of all the outstanding share options as per ESOP scheme.

Note

1) Transaction of Equity and Preference Capital contributions with Related party shown. Outstanding balance of Investment
in equity and preference share capital is not showing.

2) 33,15,000 shares outstanding as on March 31, 2025 being ESOPs granted to the Key Management Personnel of the
Company by the Company.

3) 1,26,500 shares outstanding as on March 31, 2025 being ESOPs granted to the employees of subsidiary company
"Religare Finvest Limited" by the Company.

4) 10,000 shares outstanding as on March 31, 2025 being ESOPs granted to the employees of subsidiary company
"Religare Housing Development Finance Corporation Limited" by the Company.

5) 3,000 shares outstanding as on March 31, 2025 being ESOPs granted to the employees of subsidiary company "Religare
Broking Limited" by the Company.

6) 13,45,000 shares outstanding as on March 31, 2025 being ESOPs granted to the employees of the Company by
subsidiary company "Religare Broking Limited".

50 Other Notes as per RBI Guidelines:

A. (i) During the Financial Year ended March 31, 2015, the Company had received the Certificate of Registration as a Non¬
Deposit Taking Systemically Important Core Investment Company vide Certificate No. N-14.03222 dated June 03,
2014 from the RBI. The Company is governed by the Master Direction - Core Investment Companies (Reserve Bank)
Directions, 2016, as amended from time to time ("CIC Directions"), Master Direction -Reserve Bank of India (Non¬
Banking Financial Company Scale based Regulation) Direction, 2023 and classified as NBFC - Middle Layer (NBFC-
ML) under RBI Scale Based Framework. By virtue of the CIC registration as aforesaid, the provisions of net owned
fund requirements under section 45-IA (1)(b) of the RBI Act, 1934 and provisions related to "Asset Income Pattern",
"Requirement to Capital Adequacy (CRAR)" and "Concentration of Credit/Investment" as applicable for NBFCs under
applicable Master Directions shall not apply to the Company, subject to the compliance of 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 DOR (NBFC)
PD.003/03.10.19/2016-17 dated November 09, 2017, compliance requirement of Corporate Governance are exempted
for a CIC Company. Accordingly, the Company has not disclosed matters specified in the said guidelines.

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 of India neither accepts any
responsibility nor guarantee for the payment of the public funds to any person/body corporate.

(vi) Institutional set-up for liquidity risk management

The Company has borrowing from group companies but does not have bank borrowings or deposits. The Company
manages its liquidity risk based on the asset liability management policy which includes liquidity risk management
and incorporates the principles laid down by RBI in the liquidity risk management framework of NBFC.

51 Other Notes

a) Classification of Loans and Advances and provision for Non-Performing Assets and provision towards diminution in the
value of Investments other than long term have been made in accordance with the NBFC Directions after considering
subsequent recoveries and realizable value of investments respectively. Provision for Investment is made in accordance
with Indian Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015, as
amended from time to time. 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) As during the current year there is no taxable income no provision for income tax has been considered necessary.
Further, as the Company had opted for new tax regime under section 115BAA of the Income Tax Act, 1961, the provisions
of MAT under Section 115JB are not applicable to the Company.

c) (i) REL has not redeemed 15 Lakhs preference shares issued to Oscar Investments Limited, which had become due

for redemption on October 31, 2018 having the redemption value of I 4,190.28 Lakhs, as it has disputed the said
transaction to be an illegal one and has filed a police complaint with Economic Offence Wing (EOW). In the matter
of Daiichi Sankyo Company Limited (the 'Daiichi') vs. Malvinder Mohan Singh and Others, REL has been made a
garnishee with regards to these preference shares. REL has filed an interim application disputing its liability as a
garnishee. The preference shares stand transferred in the account of the Court receiver. The Decree Holder i.e.
Daiichi has filed an application by suppressing the fact that the entire shareholding of RHC Holdings Pvt Ltd in
Elive InfoTech Pvt Ltd. has been pledged in favour of RFL, as a security for various loans to group companies of RHC
Holdings Pvt Ltd and obtained a status quo order on the brand "Religare". RFL has filed an objection application
in the said proceedings. RFL has also filed an objection application against the release of properties to Daiichi.
Elive Infotech Pvt. Ltd. has further filed an application seeking sale of the Religare Trademark along with payment
of approx. I 323 Crores from REL for unauthorized usage of the Religare and allied Trademarks in light of the
Brand License Agreement executed with RHC Holding Pvt. Ltd. The matter is sub-judice before the Hon'ble Delhi
high court.

(ii) REL has not redeemed 250 Lakhs preference shares issued to RHC Finance Pvt. Limited, which had become due
for redemption on August 30, 2021 having the redemption value of I 4,212.75 Lakhs. REL has also filed a petition
with Hon'ble NCLT, Delhi under Section 55 and 59 of the Companies Act, 2013 seeking rectification of Register
of Members of the Company, alleging the transaction to be a fraudulent one and has sought cancellation of
preference shares along with stay on voting rights in the interim. On September 29, 2021, the Hon'ble NCLT directed
ordering the status quo on the respondents to restrain them from exercising their voting power, until further orders.
Further, vide order dated December 16, 2021, it was affirmed by Hon'ble NCLT that interim orders will continue.
The matter is sub-judice.

d) The Company has neither traded nor invested in Crypto Currency or Virtual Currency during the year ended March 31,
2025 / March 31, 2024.

e) The Company has not advanced or loaned or invested funds to any other person(s) or entity, including foreign entities
(Intermediaries) with the understanding that the Intermediary shall:

- 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 to or on behalf of the Ultimate Beneficiaries."

f) The Company is not declared wilful defaulter by any bank or financial institution or any other lenders.

g) Serious Fraud Investigation Office ("SFIO")

The Company has received a letter dated February 28, 2018 from Serious Fraud Investigation Office ("SFIO"), Ministry
of Corporate Affairs ("MCA"), Government of India, intimating the Company that the MCA has ordered an investigation
into the affairs of the Company by the SFIO. The investigation is going on as on date and information sought by SFIO
for Company and its subsidiaries through various communications is being provided."

h) The Company does not have any Benami property, where any proceeding has been initiated or pending against the
Company for holding any Benami property.

i) The Board of Directors had appointed Mr. Subramanian Lakshminarayanan and Mr. Francis Daniel Lee as Executive
Chairman and Executive Director on November 14, 2017 and November 17, 2017 respectively subject to approval of
shareholders. They ceased to be Executive Chairman and Executive Director of the Company w.e.f. January 22, 2018
and January 24, 2018 respectively. The shareholders of the Company at the Annual General Meeting held on September
20, 2018 did not accord approval for payment of remuneration to them for their tenure as Executive Chairman /
Executive Directors. Accordingly, U/s 197(9) of the Companies Act, 2013, the Company has sent notices for refund of the
remuneration of I 82.61 Lakhs and I 4.36 Lakhs respectively paid to them. They have not refunded the amount till date.
The Company has submitted an Complaint/Application with the ROC, Delhi for Adjudication of Penalty under Section
454 of the Companies Act, 2013 in September, 2019 to recover the amount. However, no reply has been received from
the ROC in the matter till date. The letters seeking status of said applications were submitted to the ROC in December,
2022. The recovery will be accounted on realisation.

j) The Enforcement Directorate (ED) during the financial year has conducted searches at the premises of then Executive
Chairperson and three officials (two of them has resigned) of the Company / Group in connection with complaint of
an investor file at Mumbai. Also, Mumbai police on the Complaint of ED has registered a First Information Report (FIR)
against then Executive Chairperson and two officials (since resigned) of the Company alleging their involvement in a
motivated / unsupported complaint filed by a shareholder of the Company in Mumbai. There has been no impact of
these matters on the Company / Group and its financial position / performance and results.

k) The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the
statutory period.

l) (i). The Company continues to be barred from declaring dividends as per RBI letter issued in December, 2019.

(ii). The Company does not fall under the classification of Large Corporate Borrower as mentioned under the SEBI
Circular No. SEBI/HO/DDHS/CIR/P/2018/144 dated November 26, 2018.

m) The Company has not raised any funds through the public issue, rights issue or preferential issue during the year
ended March 31, 2025, therefore, the statement prescribed in terms of SEBI Circular CIR/CFD/CMD1/162/2019 dated
December 24, 2019 is not applicable for the year.

Further, the Company does not fall under the classification of Large Corporate Borrower as mentioned under the
relevant SEBI Circulars.

n) (i). The Company had filed a petition under Section 7 of Insolvency and Bankruptcy Code, 2016 against ""ANR

Securities Private Limited"" on October 09, 2018 for recovery of outstanding Gross loan amount (including Interest)
of I 8,139.66 Lakhs. The matter is subjudice.

As the Loan is unsecured and in view of the management there are very low probability of its recovery, the loan
has been written off during the previous years, however, the litigation process will be continued for recovery of
the claim filed.

ii) The Company had filed a petition under Section 7 of Insolvency and Bankruptcy Code, 2016 against ""Ligare
Aviation Limited"" on January 18, 2021 for recovery of outstanding loan amount I 587.27 Lakhs. The matter is
sub-judice.

As the Loan is unsecured and in view of the management there are very low probability of its recovery, the loan has been
written off during the previous years, however, the litigation process will be continued for recovery of the claim filed.

o) REL has terminated masters services agreement dated March 16, 2012 notice invoking arbitration as per article 19 of
MSA 2012 issued by Tech Mahindra dated January 30, 21. Subsequently, statement of claims filed by tech Mahindra
on February 20, 2023. The Company has filed statement of defence and counter claim. Pleadings and evidence on
behalf of both the parties stand concluded. Arguments are also concluded. Award has been reserved. In the matter of
Tech Mahindra Ltd vs REL, the Company has made adhoc provision of I 557.18 Lakhs during the financial year ended
March 31, 2025.

p) During the financial year ended March 31, 2025, Board of Religare Enterprises Limited has commissioned a governance
review of the Company and its subsidiaries, namely, Religare Finvest Limited (RFL) and Religare Housing Development
Finance Corporation Limited (RHDFCL), which is in progress. The objective of the Governance Review is to review the
past operating practices, suggest improvements around systems & controls for future implementation and to identify
any potential instances of misconduct by certain current and/or ex-employees of the aforementioned companies.
The Board has engaged an external law firm for conducting the governance review. The management is committed to
maintaining the highest standards of integrity and accountability. Upon the completion of the Governance Review, the
findings will be thoroughly evaluated and appropriate corrective actions shall be taken to address any identified gaps
or irregularities; this may include enhancing internal controls, enforcing compliance measures and holding responsible
parties accountable to protect the interests of the Company and its stakeholders. Any potential financial impact
identified as a part of this review shall be assessed and reflected in the financial statements as required, reflecting
the Company's commitment to robust corporate governance.

q) The Ministry of Corporate Affairs (MCA) has issued a notification Companies (Accounts) Amendment Rules, 2021,
which is effective from April 01, 2023, states that every Company which uses accounting software for maintaining its
books of account shall use only the accounting software where there is a feature of recording audit trail of each and
every transaction, and further creating an edit log of each change made to books of account along with the date when
such changes were made and ensuring that the audit trail cannot be disabled. The Company has used accounting
software for maintaining its books of account which has 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 certain components
of audit trail were not operating due to system limitations.

r) The Company has no such transaction which is not recorded in the books of accounts that has been surrendered or
disclosed as income during the year in the tax assessments under the Income-tax Act, 1961 (such as, search or survey
or any other relevant provisions of the Income-tax Act, 1961.

52 Business Combination / Merger

(a) To ensure the simplification of group structure, thereby resulting in reduction in multiplicity of legal and regulatory
compliances and reduction of costs and pooling of common resources, the Board of Directors of 'Religare Enterprises
Limited' ('REL /Transferee Company') at its meeting held on December 18, 2019 had considered and approved a
merger of four of its direct / indirect subsidiaries 'Religare Comtrade Limited' (RCTL), 'Religare Insurance Limited'
(RIL), 'Religare Advisors Limited' (RAL), and 'Religare Business Solutions Limited' (RBSL), (collectively referred to as the
'Transferor Companies') by way of a Scheme of Amalgamation (the 'Scheme'), at Nil Consideration. The Delhi Bench of
the Hon'ble National Company Law Tribunal (NCLT) through its order dated June 15, 2023 had approved the Scheme
with the appointed date of the merger being April 01, 2019, and thereafter the Scheme had been filed with the Registrar
of Companies on June 23, 2023.

(b) As all the Transferor companies are the direct / indirect subsidiaries of the Transferee company, and the entire
paid up capital of the Transferor companies is directly or indirectly beneficially held by the Transferee company, no
consideration is involved in the Scheme, and accordingly no new shares of the Transferee company are issued in respect

of shares held by the Transferee company or its other subsidiaries in the Transferor companies, and their entire share
capital (including the preference share capital) is cancelled and extinguished.

(c) The merger has been accounted for based on the audited financial statements of the Transferee and Transferor
companies, using the pooling of interest method, as per guidance on Business Combination of entities under common
control as contained in Ind AS 103 'Business Combination'. The difference between the amount of investment in the
shares of the Transferor companies as appearing in the books of accounts of the Transferee Company and the amount
of paid capital of the Transferor companies as at the appointed date has been transferred to the Capital Reserve as
detailed below:

54. Corporate Social Responsibility

Pursuant to the provisions of Section 135 of the Companies Act, 2013 and the Rules made thereunder and pursuant to the
recommendation of the Committee, the Board has approved a Corporate Social Responsibility ('CSR') policy and the same
has been uploaded on the website of the Company www.religare.com. CSR Policy contains the CSR activities which can be
carried out by the Company, governance structure, implementation process, etc. As the Company has not made average
net profits during the three immediately preceding financial years, no amount was required to be spent on CSR activities
during the current financial year.

56. Previous Year Figures

The previous year figures have been regrouped and reclassified wherever considered necessary. Further, as the financial
figures for the previous year include the impact of the merger as detailed in paras 52 above, accordingly the same may not
be comparable.

Signature to Note No 1 to 56 forming part of Financial Statements

These are the Notes referred to in our report of even date

For and on behalf of Board of Directors

Praveen Kumar Tripathi Malay Kumar Sinha

Non-Executive Chairperson & Non-Executive &

Independent Director Independent Director

DIN- 02167497 DIN-08140223

Anuj Jain

Place: New Delhi Company Secretary

Date: May 20, 2025 Membership No. A27661