8.1 Contingency Reserves provision represents 0.40% during 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 NonDeposit taking Company and Deposit taking Company (Reserve Bank) Directions, 2016 as amended from time to time.

8.2 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 Rs. 8,139.66 Lakhs. The arguments were heard, however, the Order reserved by Hon'ble NCLT on the admission of petition has been stayed by the Hon'ble Supreme Court vide order dated April 05, 2019 to which, the Company filed an application for intervention which was allowed by the Hon'ble Supreme Court. Arguments on application for vacation of stay order dated April 05, 2019 has been heard by the Hon'ble Supreme Court. The directions have been passed by the Hon'ble Supreme Court that all pending proceedings before the concerned courts, including the First Information Reports and proceedings before NCLT shall be taken to logical conclusion in accordance

with law. In view thereof, the Company had filed application to bring the said proceedings back before the Hon'ble NCLT. The said applications were allowed and the Insolvency Petitions are now listed before the Hon'ble NCLT. 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 year, 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 Rs. 587.27 Lakhs.The Learned NCLT Bench issued notice to the corporate debtor. Corporate Debtor has filed reply to the said Petition and the Company has filed rejoinder to the same. 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 year, however, the litigation process will be continued for recovery of the claim filed.

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

9.4 During the FY 2021-22, the Company had incorporated a Subsidiary namely 'Religare Care Foundation' (RCF) under Section 8 of the Companies Act, 2013 for the purpose of charitable objects of the Company and its Group, in which Company holds 51% shareholding and other two Subsidiaries i.e. 'Religare Housing Development Finance Corporation Limited and Religare Broking Limited' holds 24.50% each of its share capital.

9.5 During the year, the Company has made investment of Rs 19,241.33 Lakhs in right issue of Care Health Insurance Limited. The right share of 1,74,92,122 was purchased at price Rs. 110 per equity share (Including premium of Rs 100 per share).

10.1 (a) Recoverable from support services are non-interest bearing and are generally on terms of 30 to 90 days.

(b) Amount of Rs. Nil (Previous Year: Rs. 108.05 lakhs), net of Expected Credit Loss is due since less than 6 months, and the amount of Rs. 372.13 lakhs (Previous Year: Rs. 372.13 lakhs) which has been fully impaired is pending since more than three years.

(c) Considering the status of security deposit receivables of Rs. 351.56 lakhs and pending NCLT proceedings against these property owners the chances of recovery of these amounts are remote, hence the same has been written off during the year ended March 31,2023.

17.1 Terms and Security pledged for Loans from Financial Institutions are given below:

Term Loan (net of borrowing cost) from two Financial Institutions (received in two tranches) is secured by first and exclusive pledge of 100% shareholding of Subsidiary Company i.e. Religare Broking Limited (RBL) held by the Company. It carries interest rate bifurcated in two tranches i.e. @ 13.40 % and 18.00% per annum. Loan inclusive of accrued interest is payable in single instalment / bullet repayment by September, 2024.

17.2 Liability portion of redeemable preference shares (Refer note 51(d))

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 Rs. 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 Rs. 100 (including premium of Rs. 90 per share). The above shares were redeemable at an amount of Rs. 4,190.28 Lakhs (including premium not exceeding Rs. 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 Rs. 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 Rs. 16.851 per share on August 30,2021. The carrying value of preference share as on the date of redemption was Rs. 4,212.75 Lakhs.

19.1 (a) The Company had given letter of comfort to Religare Comtrade Limited (“RCTL”), a wholly owned subsidiary of the Company to provide financial support to it. The Company had booked a financial liability of Rs. 11,108.89 lakhs till March 30, 2023 (addition of Rs. 4.52 lakhs during the year ended March 31,2023) towards the negative net worth of RCTL, against the said letter of comfort. In terms of the said letter of comfort, the Company has on March 31, 2023, paid Rs 11,108.89 lakhs to RCTL to discharge / settle its liability towards the loan taken by it from Religare Finvest Limited.

(b) The Company had given a letter of comfort to Religare Advisors Ltd (RAL), a wholly owned subsidiary of the Company, to provide financial support of Rs. 250 Lakhs to meet business requirements as and when business demands cash funds and support for revival of business. As per IND AS 109, financial liability of Rs. 250 Lakhs had been recorded during FY 2017-18 against the said letter of comfort. RAL currently neither has any business operation nor have any plan to carry any business operation in near future, and therefore, the said liability would not be payable and accordingly has been written back during the year.

22.1 (e) a) During the current year, the Company granted 45,00,000 stock options at a grant price of Rs. 129.85 per share on August 10, 2022 under “Religare Enterprises Limited Employees Stock Option Plan 2019” (REL ESOP Scheme 2019).

b) During the current year, the Company has allotted 4,750,151 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 Rs. 10/- each have been allotted at an exercise price ranging from Rs. 24.10 per share to Rs. 39.55 per share. Further, post end of the year, the Company has further allotted 28,750 equity shares of face value of Rs. 10/- each under the REL ESOP Scheme, 2019 and also granted 42,00,000 stock options at a grant price of Rs 169.70 per share on May 11, 2023.

(i) The Company has given a corporate guarantee to banks on behalf of its wholly owned subsidiary Religare Broking Limited (RBL) amounting to Rs. 30,500 lakhs (Previous year Rs. 19,000 Lakhs) against various credit facilities. As on March 31, 2023, a sum of Rs. 25,739 Lakhs (Previous year Rs. 12,800 Lakhs) was outstanding towards the said credit facility.

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

(iII) Includes demands which are pending for adjudication with CESTAT, Joint Commissioner of GST.

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

35.2 Assessment proceedings for the AY 2016-17 was referred for the special audit under section 142(2A) of the Income Tax Act, 1961 vide directions issued by the Income Tax Department dated August 06, 2019. The Special Auditors M/s. Dass Gupta & Associates had submitted audit report on 18th coNovember, 2019 wherein they have proposed an aggregate addition of Rs. 384.57 crores (approx.) on various grounds and proposed disallowance of capital loss amounting to Rs. 894.26 crores (approx.).

Thereafter, the Income tax department has, vide its draft assessment order u/s. 144C of the Act dated 19th March, 2020, confirmed all the additions of approx. Rs. 1,249.42 crores (including disallowance of capital loss amounting to Rs. 894.26 crores) as proposed by the special auditors. Aggrieved by disallowances made by the AO, the Company has filed objections before the Dispute Resolution Panel (“DRP”), New Delhi on 26th June, 2020. Post representation of the grounds before the DRP, the bench has passed the order on 8th February, 2021 wherein the DRP has not given any relief except on the two grounds entail the amount aggregating to Rs. 7.17 crores (approx.).

Successively, the tax department has without giving any opportunity of being heard, has passed a final assessment order on 31.03.2021, wherein it has confirmed all the disallowances proposed in the draft assessment order. The said disallowance also includes the additions/disallowances on which relief was accorded by the DRP and further confirmed by the TPO in relation to the TP addition. Consequently in the final assessment order the Income tax department has made an aggregate disallowance amounting to Rs. 1,249.42 crores (including the disallowance of capital loss of RCML pursuant to reduction of share capital aggregating to Rs. 834 Crores). Further, the income tax department has raised a demand aggregating to Rs. 204.51 Crores (including interest u/s. 234B and 234C of Rs. 76.42 crores) after setting- off advance tax and TDS for the subject year.

Against the impugned order passed by the Income tax department, the Company has taken following action (i) with respect to the mistakes apparent from records in the final assessment order, the Company has filed a rectification application vide letter dated 12th April, 2021. Post adjudication of the said application by the tax department, vide rectification order dated 14th February, 2023, the demand has been reduced to Rs. 166.85 Crores (ii) The company has filed an appeal before the Income Tax Appellant Tribunal ('ITAT') against the disallowances made by the income tax department on 19th April, 2021, which is pending for adjudication before ITAT and (iii) The company had filed stay application before ITAT for stay of demand on 19th April, 2021 and the Hon'ble ITAT considering the facts of the present matter has granted interim stay on the operation of recovery of demand.

35.3 The assessment proceedings was initiated u/s 143(3) for AY 2017-18 and thereafter the assessment was referred to the Transfer pricing office ('TPO') by the Assessing Officer ('AO'). In the transfer pricing assessment, the TPO has made a disallowance of Rs. 8.32 crores on account of corporate guarantee of 150 M USD given by RGAM Investment Advisors Limited (merged with REL w.e.f. 01st April, 2016) to RGAM Inc. (a wholly owned subsidiary).

Subsequently the Assessing Officer has passed a draft assessment order u/s 144C on 31th March, 2021 proposing the disallowances aggregating to Rs. 947.46 crores which includes disallowance proposed by the TPO amounting to Rs. 8.32 crores and disallowance of capital loss of Rs. 939.14 crores.

Aggrieved by the aforesaid order under section 144C of the Act, the Company has filed its objections before Hon'ble bench of Dispute Resolution Penal (DRP), New Delhi on 29th April, 2021. The DRP vide their directions dated 21st, December, 2021 dismissed all the objections raised by the Company. Pursuant to the DRP directions, the AO has passed a final assessment order on 24th January, 2022 confirming all the disallowances/additions proposed in the draft assessment order and raised a demand of Rs. 139.96 Cr. (including interest u/s. 234B of Rs. 49.40 crores) after setting- off advance tax and TDS for the subject year.

Against the impugned order passed by the Income tax department, the Company has taken following action (i) The company has filed an appeal before the Income Tax Appellant Tribunal ('ITAT') against the disallowances made by the income tax department on 17th February, 2022, which is pending for adjudication before ITAT and the company had filed stay application before ITAT for stay of demand on 17th February, 2022 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 In 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 22nd February, 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.

35.5 Income Tax Assessment proceedings of the Company for the assessment year 2021-22 was completed National e-Assessment Centre vide assessment order dated 16th December, 2022 after making adjustments on account of (i) Addition on account of Interest income on which TDS has been deducted by UCO bank amounting to Rs. 2,57,030 under the head PGBP and (ii) Adjustment on account of brought forward losses pertaining to AY 2013-14 & AY 2016-17 aggregating to Rs. 75,59,51,702 set-off with the subject AY Consequent to the adjustments made in the assessment order a demand of Rs. 21.48 Crores. has been raised.

Against such assessment order the company has taken following action: (i) filed an appeal before CIT-A on 13th January, 2023, (ii) Rectification Application dated 13th January, 2023, once the rectification is adjudicated, the demand of Rs. 21.48 Crores will be reduced to Nil. and (iii) stay of demand application is filed on 16th January, 2023. Aforesaid actions taken by the company against the assessment order are pending for adjudication.

35.6 The income tax proceedings for the Assessment Year 2013-14 was completed vide assessment order dated 28th March, 2016, wherein the disallowance u/s. 14A of Act of Rs.1,93,79,583 and disallowance u/s. 37(1) on account of fines and penalties of Rs.35,18,803 has been made.

Aggrieved by the said order, the Company has filed an appeal to the CIT-A, the CIT-A vide its appellate order dated 28th July, 2017 has granted partial relief by deleting the disallowance u/s. 14A of the Act and confirming disallowance of fines and penalties u/s. 37(1) of Act. Subsequently, the matter travelled to the Hon'ble Income tax Appellate Tribunal ('ITAT') and the Hon'ble ITAT vide its order dated 25th, February, 2021 and MA order dated 01st April, 2022 has given following directions:

• The ITAT has restricted the disallowance u/s. 14A of the Act only to the extent of the exempt income earned by company for the subject AY

• The ITAT has remanded back the matter to the AO for verification of facts and documents respecting the claim of company for fines and penalties.

Pursuant to the order of ITAT the Company has filed an application before the jurisdictional Assessing officer giving effect to the appeal dated 04.02.2023 has restricted the disallowance u/s. 14A of the Act to the extent of dividend income and determined a refund of Rs. 34,95,035. Further, the other ground of disallowance made on account of fines and penalties was not adjudicated by the jurisdictional AO in the aforementioned appeal effect order.

However, in the subject matter the National Faceless Appeal Centre (“”NFAC””), without any jurisdiction passed an assessment order under section 143(3) read with section (r.w.s) 254 r.w.s 144B of the Act. In the aforesaid order the NFAC has repeated the disallowance made by the jurisdictional AO in original assessment order passed u/s. 143(3) of the Act dated 28th March, 2016 i.e. made adjustments on account of (i) Disallowance on account of disallowance u/s. 14A of the Act amounting to Rs. 1,93,79,583 and (ii)Disallowance on account of fines and penalties amounting to Rs. 35,18,803. Consequently raised a demand of Rs. 84,33,78,938.

The order passed by NFAC has several legal and factual errors. The NFAC has passed this order without any jurisdiction and also overruled orders of ITAT and CIT- A. The said order has several computation errors such as computing tax at incorrect tax rate and short credit of prepaid taxes in the computation. Further, the NFAC has also not given the company an opportunity of being heard through video conferencing despite of a specific request by the company.

In view of such errors in the assessment order passed causing undue hardship on the company, the company has filed a writ petition before the Hon'ble Delhi High Court seeking relief by quashing this impugned order and determining refund as per the appeal effect order passed by the jurisdictional AO. The matter was listed for hearing on 24th April, 2023 before the Hon'able Delhi High Court and on the captioned dated, the Hon'able Delhi High Court has duly admitted the writ petition of the company and has stayed the operation of the impugned order dated 29th March, 2023 till the conclusion of writ. The matter is now pending for adjudication.

39. Segment Reporting:1 Basis of Segmentation

The segment reporting of the Company has been prepared in accordance with Ind AS 108 “Operating Segment”. For management purpose the Company is organised into business units based on services and has two reportable segments (a) Investment and Financing Activities, and, (b) Support Services.

The Segments have been identified as reportable segments by the Company's Chief Operating Decision Maker (“CODM”). Segment profit amounts are evaluated regularly by the Board, which has been identified as CODM, in deciding how to allocate resources and in assessing performance.

Segments Revenue, Results, Assets and Liabilities include the respective amounts identifiable to each of the segments and amount allocated on a reasonable basis. Unallocated expenditure consists of common expenditure incurred for all segments. The asset and liabilities that cannot be allocated between segments are shown as unallocated between the segments and shown as unallocated corporate assets and liabilities respectively.

2 Information about Reportable Segments:

Primary Segment

(a) The business segment has been considered as the primary segment for disclosure. The Company's primary business comprises of 'Investment and Financing Activities' and 'Support Services'. 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 Property Plant & Equipment's) 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. 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.

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

40.1 Valuation 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.

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

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: 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.

40.4 Valuation 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 remeasured (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.

The following tables show the reconciliation of the opening and closing amounts of Level 3 financial assets and liabilities measured at 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 Policies41.1 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.

Market risk is the risk of loss of future earnings, fair values or future cash flows that may result from a change in the price of a financial instrument. The value of a financial instrument may change as a result of changes in the interest rates, foreign currency exchange rates, commodity prices, equity prices and other market changes that affect market risk sensitive instruments. Market risk is attributable to all market risk sensitive financial instruments, including investments and deposits, receivables, payables and borrowings.

The Company's overall risk management focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on the financial performance of the Company.

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.

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.

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.

41.2.4.1 Analysis of financial assets and liabilities by remaining contractual maturities

The table below summarises the maturity profile of the undiscounted cash flows of the Company's financial assets and liabilities as at March 31, 2023 and Previous year ended March 31, 2022.

Market the risk that the fair value or future cash flows of financial instruments will fluctuate due to changes in market variables such as interest rates, foreign exchange rates and equity prices. The Company classifies exposures to market risk into either trading or non-trading portfolios and manages each of those portfolios separately. Non-trading positions are managed and monitored using other sensitivity analyses.

41.2.6 Operational risk

Operational risk is the risk of loss resulting from inadequate or failed internal processes, people and systems or from external events. This risk shall also incorporate possible causes of loss resulting from regulatory non-compliances. The main sources of operational risk are Process design, Employees, Equipment, Information technology, Physical risk, regulatory non-compliance, Fiduciary etc.

42. Capital

The Company maintains an actively managed capital base to cover risks inherent in the business and is meeting the capital adequacy requirements of the local banking supervisor, Reserve Bank of India (RBI) of India. The adequacy of the Company's capital is monitored using, among other measures, the regulations issued by RBI. Company has complied in full with all its externally imposed capital requirements over the reported period.

42.1 Capital 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 Plan43.1 Defined 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 Rs. 60.48 Lakhs during the year (2021-22: Rs. 50.47 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.

43.3 Others 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.

(Amount in Rs. lakhs, unless otherwise stated)

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:

(A) Changes in the defined benefit obligation and fair value of plan assets and net defined benefit liability recognised in statement of Balance Sheet:

Sensitivity Analysis

The sensitivity analysis below has been determined based on reasonably possible change of the respective assumptions occurring at the end of the reporting period, while holding all other assumptions constant. These sensitivities show the hypothetical impact of a change in each of the listed assumptions in isolation. While each of these sensitivities holds all other assumptions constant, in practice such assumptions rarely change in isolation and the asset value changes may offset the impact to some extent. For presenting the sensitivities, the present value of the defined benefit obligation has been calculated using the projected unit credit method at the end of the reporting period, which is the same as that applied in calculating the Defined Benefit Obligation presented above. There was no change in the methods and assumptions used in the preparation of sensitivity analysis from previous year.

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 @ 7% . 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.

46.1 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 straightline 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.

46.2 ESOP 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:

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, 2023, the Company has accounted reversal of expense of Rs. (5.00) Lakhs as Employee Benefit Expenses on the aforesaid employee stock option plan , including subsidiaries and step down subsidiaries scheme (Previous year: expense of Rs. 53.49 Lakhs). The balance in share option outstanding account is Rs. 110.99 Lakhs as of March 31,2023 (Rs. 131.16 as of March 31,2022).

46.5 TRANSACTIONS DURING THE YEAR During the year, the Company has:Credited ESOP reserve on:

i) Debiting to employee re0lated cost by Rs. (6.09) Lakhs (previous year: Rs.49.79 Lakhs) being ESOP expenses on its own employees;

ii) Debiting investment in subsidiaries by Rs. 1.19 Lakhs (previous year: Rs. 2.52 Lakhs) being ESOP expenses on its subsidiaries employees;

Credited to ESOP Reserve' & debited employee related cost by Rs. 1.09 Lakhs (previous year: Rs. 3.70 Lakhs) being ESOPs granted to the employees of the Company by its subsidiary;

The part of ESOP granted to employees of the its subsidiaries stand cancelled during the year. On Cancellation of ESOP's the amount of Rs 1.19 Lakhs (previous year: Rs. 2.52 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.

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) 14,720,000 shares outstanding as on March 31,2023 being ESOPs granted to the Key Management Personnel of the Company by the Company.

3) 3,560,750 shares outstanding as on March 31,2023 being ESOPs granted to the employees of subsidiary company “Religare Finvest Limited” by the Company.

4) 740,000 shares outstanding as on March 31,2023 being ESOPs granted to the employees of subsidiary company “Religare Housing Development Finance Corporation Limited” by the Company.

5) 1,032,000 shares outstanding as on March 31,2023 being ESOPs granted to the employees of subsidiary company “Religare Broking Limited” by the Company.

6) 4,345,000 shares outstanding as on March 31, 2023 being ESOPs granted to the employees of the Company by subsidiary company “Religare Broking Limited” .

7) The Inter corporate loan has been lend to subsidiary company, “Religare Broking Limited (RBL) “ , for working capital requirement . The funds has been actually utilised for the purpose of working capital requirement in the business of RBL.

50. Other Notes as per RBI Guidelines:

A). (i) During the financial 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 RBI under the CIC Directions. 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 NBFC Master Directions 2016 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 nonperforming 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) In the matter of an investigation of REL initiated by SEBI in February, 2018, REL was issued a show cause

notice on November 17, 2020, advising as to why appropriate directions, as deemed fit, should not be issued against it under specified sections of SEBI Act and SCRA Act and it was further called upon to show why appropriate directions for imposing penalty under various sections of the SEBI Act, SEBI Rules and SCRA Act should not be issued. REL filed a joint settlement application on March 31, 2021 in accordance with the SEBI (Settlement Proceedings) Regulations, 2018 and the relevant guidelines and circulars issued by SEBI, and the Company and Religare Finest Limited (RFL) have deposited the settlement amounts of Rs. 541.80 lakhs and

Rs. 508.95 lakhs on April 18, 2022 and May 18, 2022 respectively with SEBI. The Settlement Order has been passed by SEBI on May 31, 2022 and the matter stands closed.

(ii) SEBI has further passed an adjudication order dated October 31, 2022 wherein it has imposed monetary penalties on certain noticees under Section 15HA and 15HB of SEBI Act, 1992 and Section 23H of SCRA, 1956, considering the seriousness and quantum of diverted/mis-utilised amount facilitated by the then KMPs/ Directors of REL/RFL/RHC Holdings, the borrowers and conduit entities for the violations of provisions of the SEBI PFUTP Regulations, SEBI LODR Regulations, 2015 and SEBI listing agreement. None of the entities or current officials / KMP / Directors of the Company and its group entities have been penalized in the aforesaid orders.

d) (i) The Company 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 R. 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. Malinger Mohan Singh and Others, the Company has been made a garnishee with regards to these preference shares. The Company 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 Pt. Ltd. in Elide InfoTech Pt. Ltd. had been pledged in favour of RFL, as a security for various loans to group companies of RHC Holdings Pt. 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. The matter is sub-juice.

(ii) The Company has not redeemed 250 Lakhs preference shares issued to RHC Finance Pt. Limited, which had become due for redemption on August 30, 2021 having the redemption value of R. 4,212.75 Lakhs. As 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, which had become 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 with the resolution, until the 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-juice.

(iii) However, the Company had created the provision of contingency towards the potential interest liability, if any, which may arise from the final outcome of these matters on prudent / conservative basis. The Company's management based on its re-assessment of the facts of the matter and as advised by the legal experts as at March 31, 2023, is of the view that there will be no contractual or legal obligation on the Company to pay any compensation/interest in lieu of the unredeemed preference shares or on its redemption value irrespective of what may be the final outcome of the matters regarding the payment of redemption value of Rs. 8,403.03 lakhs which are presently sub-judice as detailed above. Accordingly, the provision towards contingency of Rs. 2,941.67 lakhs held as on date (Rs, 2,073.42 lakhs as at March 31, 2022) has been reversed, however, the provision towards the redemption value has been continued on prudent / conservative basis.

e) The Company although has investment in the equity shares in Religare Capital Markets Limited (“RCML”), however, the right to exercise control through voting rights is not available with the Company. Besides this, in terms of the tripartite agreement between the Company, RCML and RHC Holding Private Limited (“RHCPL”), severe long term restrictions and significant restrictive covenants on major decision making at RCML have been imposed by the holders of preference shares. Accordingly, in view of the above, 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 applicable accounting standards. The Company has already provided fully for the entire investments made by it in RCML in previous years. The net worth of RCML as per last audited financial statement as on March 31,2017 was Rs. (61,971.95) Lakhs. Audited financials of RCML for subsequent periods are not available. There is a contingent liability amounting to Rs. 4,078 Lakhs in the books of the Company towards uncalled capital on equity shares of RCML.

f) The RBI had conducted inspection under section 45N of the RBI Act, 1934 of the financial position of the Company for the financial year 2021-22 during October, 2022 and issued the Inspection Reports and Supervisory Letter for same in November, 2022, which the Company has responded to in December, 2022.

g) The Company had made preferential allotment of 54,156,761 equity shares on July 14, 2021 in terms of requisite approvals at an issue price of Rs. 105.25 per share (including a premium of Rs. 95.25 per share) and raised Rs.

57,000 Lakhs from the said issue. The entire amount has been utilised by the Company in line with the Objects of the Issue.

h) Serious Fraud Investigations 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.

i) On December 18, 2019, the Board of Directors of the Company approved, subject to requisite approvals, the draft Scheme of Amalgamation (the “Scheme”) that is designed to simplify the group corporate structure. In terms of the Scheme, four (4) direct / indirect wholly owned subsidiaries of the Company namely, Religare Comtrade Limited, Religare Insurance Limited, Religare Advisors Limited and Religare Business Solutions Limited will merge with / into the Company subject to terms and conditions as provided in the Scheme,. w.e.f. April 01, 2019. The Scheme has been filed with the Hon'ble NCLT, Delhi on October 31, 2020. The Hon'ble Tribunal vide order dated December 21, 2021 allowed the application. In the last hearing held on March 16, 2023, the order in the matter has been reserved by the Hon'ble NCLT. The Scheme is pending for approval as on date, and the effect of the same will be given on its approval accordingly.

j) 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 Rs. 82.61 Lakhs and Rs. 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.

k) The Company had entered into the Settlement Agreement with one of the lender of Religare Finvest Limited (RFL), wholly owned subsidiary company, on April 22, 2022 for redemption / settlement of 1,000 Unsecured Rated Listed Redeemable Non-Convertible Subordinated Debentures of Rs. 10,00,000/- each, amounting to Rs. 10,000 lakhs (“NCDs”) issued by RFL, and accordingly paid Rs. 2,000 lakhs to the lender on April 22, 2022 towards the said settlement and redemption of these NCDs of RFL. The said payment has been accounted as an increase to the cost of investment of the Company in RFL in accordance with the applicable accounting standards and hence there is an increase in the value of investment in RFL by Rs. 2,000 Lakhs during the year.

l) RFL had proposed One Time Settlement ('OTS') with its lenders, which was finally agreed and signed by the lenders and executed on December 30, 2022. OTS interalia stipulated the payment of total upfront consideration of Rs. 217,800 lacs. The said OTS has been implemented by RFL by payment of entire upfront consideration, and it has also receIved No Due Certificates from most of the lenders. As part of the OTS, RFL has also entered into an Upside Sharing Agreement with the OTS lenders in terms of which RFL shall share with the lenders, part of the principal and interest of its FDR with LVB, and the Corporate Loan Book, both currently being pursued as part of litigations instituted by RFL, as and when recovered by RFL. RFL through the OTS has settled the dues of all of its lenders, except few unsecured lenders, the matter with these lenders is sub-judice. Post implementation of the OTS, RFL has been taking necessary corrective measures as advised by the Reserve Bank of India and it will seek removal of the CAP (Corrective Action Plan) in due course so that it can restart the lending business.

Though after implementation of OTS, there is significant improvement in the financial position of RFL, which has a positive impact on the value of investment of the Company in RFL, however, considering that RFL is still under CAP and the settlemnt of borrowings is pending with few unsecured lenders, the Company considering the principle of prudency has not revised the impairement on its investment in RFL.

m) The subsidiary company “RFL” has settled with all the lenders (except few unsecured lenders) through OTS as detailed in para - (l) above, except the borrowings of Rs. 47,535 lakhs including interest as per books and records of the Company as at March 31, 2023. The matter is sub-judice.

n) The Company has entered into a Share Purchase Agreement on April 05, 2023 with IGEAR Holdings Private Limited (IHPL), The Indian Express Private Limited (TIEPL) and MIC Insurance Web Aggregator

Private Limited (MIC) for acquisition of 100% stake in MIC, an IRDAI registered insurance web aggregator. The above transaction is subject to necessary statutory and regulatory approvals and fulfilment of other conditions precedent. The application seeking approval of IRDAI in the matter has been submitted by MIC on April 05, 2023.

o) The Company has entered into a Share Purchase Agreement on April 05, 2023 with Religare Finvest Limited (RFL) (a wholly owned subsidiary of REL) and Religare Housing Development Finance Corporation Limited (RHDFCL) (subsidiary company of RFL) for acquisition of entire equity stake of RHDFCL held by RFL.

RFL currently holds 87.5% of total share capital of RHDFCL. Post-acquisition, RHDFCL shall become a direct subsidiary of REL. The aforesaid acquisition is subject to necessary statutory & regulatory approvals and fulfilment of other conditions precedent. The application seeking approval of RBI in the matter has been submitted by RHDFCL on April 05, 2023.

p) (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.

q) During the earlier year, the Company hads received approval of both the stock exchanges viz. National Stock Exchange of India Limited and BSE Limited on June 11, 2021 and June 12, 2021 respectively for re-classification of the erstwhile Promoters and Promoter Group (Malvinder Mohan Singh and Shivinder Singh and their group/related parties) into public category. Consequent to the same, the Company has become a “listed entity with no promoters” w.e.f. June, 2021.

r) The Company has neither traded nor invested in Crypto Currency or Virtual Currency during the year ended March 31, 2023.

53. 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.

55. Previous Year Figures

Previous year's figures have been regrouped, re-arranged and reclassified wherever necessary to conform to the current year classification as per IND AS.