Extract of Annual Return

Transcription

1 Extract of Annual Return As on the financial year ended March 31, 2018 [Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014] Form MGT-9 1. Registration and other details of CIN: L74899DL1984PLC Registration Date: January 30, 1984 Name of the : Religare Enterprises Limited Category / Sub-Category of the : having share capital Address of the Registered office and contact details: 2 nd Floor, Rajlok Building, 24, Nehru Place, New Delhi , Tel: Whether listed company: Yes Name, Address and Contact details of Registrar Karvy Computershare Private Limited and Transfer Agent, if any: Karvy Selenium Tower B, Plot 31-32, Gachibowli, Financial District, Nanakramguda, Hyderabad , Tel: Principal Business Activity of the : All the business activities contributing 10 % or more of the total turnover of the company shall be stated: Sl. No. Name and Description of main products / services NIC Code of the Product/ service % to total turnover of the company 1 Investment % 2 Support Service % 3. Particulars of Holding, Subsidiary and Associate Companies Sl. No. Name and address of the 1 Religare Finvest Limited 2 nd Floor, Rajlok Building, 24, Nehru CIN/GLN Holding/ Subsidiar y /Associat e % of share s held Applicable Section U74999DL1995PLC Subsidiary (87)(ii)

2 Place, New Delhi Religare Health Insurance Limited 5 th Floor, 19, Chawla House, Nehru Place, New Delhi Religare Broking Limited 2 nd Floor, Rajlok Building, 24, Nehru Place, New Delhi Religare Insurance Limited 2 nd Floor, Rajlok Building, 24, Nehru Place, New Delhi Religare Global Asset Management Inc. 850, New Burton Road, Suite 201, City of Dover, County of Kent, State of Delaware 19904, USA 6 Religare Credit Advisor Private Limited (formerly Religare Credit Advisors LLP) A-115, 302, Third Floor, Vakil Chambers, Vikas Marg, Shakarpur Delhi, East Delhi Argil Advisors LLP (formerly Cerestra Capital Advisors LLP) D3, P3B District Centre, Saket New Delhi South Delhi DL IN 8 Religare Housing Development Finance Corporation Limited 2 nd Floor, Rajlok Building, 24, Nehru Place, New Delhi Religare Commodities Limited 2 nd Floor, Rajlok Building, 24, Nehru Place, New Delhi Religare Comtrade Limited Paras Twin Towers 9th Floor, Golf Course Road, Sector-54 Gurgaon Gurgaon Religare Wealth Management Limited 2 nd Floor, Rajlok Building, 24, Nehru Place, New Delhi Religare Business Solutions Limited Paras Twin Towers 9th Floor, Golf Course Road, Sector-54 Gurgaon 13 Gurgaon Religare Capital Markets Limited 2 nd Floor, Rajlok Building, 24, Nehru Place, New Delhi Religare Capital Markets International (Mauritius) Limited C/o - Abax Corporate Services Ltd., 6th Floor, Tower A, 1 Cybercity, Ebene,, Mauritius U66000DL2007PLC Subsidiary (87)(ii) U65999DL2016PLC Subsidiary 100 2(87)(ii) U66000DL2016PLC Subsidiary 100 2(87)(ii) & Foreign Subsidiary 100 2(87)(ii) & U65929DL2018PTC Subsidiary (87)(ii) & AAC-0655 Subsidiary NA* 2(87)(ii) & U74899DL1993PLC Subsidiary (87)(ii) & U74999DL2003PLC Subsidiary 100 2(87)(ii) & U51398HR2010PLC Subsidiary 100 2(87)(ii) & U74999DL2007PLC Subsidiary 100 2(87)(ii) & U74999HR2016PLC Subsidiary 100 2(87)(ii) & U51909DL2007PLC Subsidiary 100 2(87)(ii) Foreign Subsidiary 100 2(87)(ii) &

3 15 Religare Capital Markets International (UK) Limited Resolve Partners LLP, I America Square Crosswall, London, EC3N 2LB 16 Religare Capital Markets (Europe) Limited 124, Rookery Road, Handsworth, Birmingham, B21 9NN, UK 17 Religare Capital Markets (UK) Ltd 124, Rookery Road, Handsworth, Birmingham, B21 9NN, UK 18 Religare Capital Markets Corporate Finance Pte. Limited 77 Robinson Road, #13-00 Robinson 77, Singapore Religare Capital Markets Inc. 375 Park Avenue Suite 2508, New York, Religare Capital Markets (Hong Kong) Limited 3806 Central Plaza, 18 Harbour Road, Wanchai, Hong Kong 21 Tobler (UK) Limited 124, Rookery Road, Handsworth, Birmingham, B21 9NN, UK 22 Kyte Management Limited Ritter House, Wickhams Cay II Road Town Tortola VG1110 British Virgin Islands 23 Religare Capital Markets (Singapore) Pte. Limited 77 Robinson Road, #13-00 Robinson 77, Singapore Bartleet Religare Securities (Private) Limited Bartleet House', No. 65, Braybrooke Place, Colombo - 2 Foreign (under Liquidation) Subsidiary 100 2(87)(ii) & Foreign Subsidiary 100 2(87)(ii) & Foreign Subsidiary 100 2(87)(ii) & Foreign Subsidiary 100 2(87)(ii) & Foreign Subsidiary 100 2(87)(ii) & Foreign Subsidiary 100 2(87)(ii) & Foreign Subsidiary 100 2(87)(ii) & Foreign Subsidiary 100 2(87)(ii) & Foreign Subsidiary 100 2(87)(ii) & Foreign Subsidiary 50** 2(87)(ii) & 25 Bartleet Asset Management (Private) Ltd Bartleet House', No. 65, Braybrooke Place, Colombo - 2 Foreign Subsidiary 50** 2(87)(ii) & 26 Strategic Research Limited Bartleet House', No. 65, Braybrooke Place, Colombo - 2 Foreign Subsidiary 50** 2(87)(ii) &

4 27 Bartleet Wealth Management (Private) Limited (Formerly Religare Bartleet Capital Markets (Private) Limited) Bartleet House, No. 65, Braybrooke Place, Colombo - 2 Foreign Subsidiary 50** 2(87)(ii) & Category of Shareholder A. Promoter and Promoter Group (1) Indian a) Individual /HUF b) Central Government/ State Government(s) *Struck off w.e.f. April 06, 2018 **Board Controlled subsidiary 4. Shareholding Pattern of the a. Category-wise shareholding: No. of Shares held at the beginning of the Year Demat Physi Total % of cal Total Share s No. of shares held at the end of the Year % Demat Physi cal Total % of Tot al Sha res Change during the Year 22,000, ,000, ,950, ,950, (11.25) c) Bodies 68,821, ,821, ,545, ,545, (36.60) Corporate d) Financial Institutions / Banks e) Any Others Sub-total (A) 90,822, ,822, ,496, ,496, (47.85) (1) (2) Foreign a) NRIs Individuals b) other Individuals c) Body Corp d) Bank/FI e) Any Others Sub-total (2) Total 90,822, ,822, ,496, ,496, (47.85) Shareholding of Promoters A=A(1)+A(2) B. Public

5 Shareholding 1. Institutions a) Mutual Funds b) Banks/FI 1,629, ,629, ,423, ,423, c) Central Govt d) State Govt e) Venture Capital Funds f) Insurance Companies g) FIIs 22,032, ,032, ,126, ,126, h) Foreign Venture Capital Funds Others (Specify) i) Qualified Foreign Investors Sub Total (B)(1) 2. Non Institutions ,661, ,661, ,549, ,549, a) Bodies Corp. i) Indian 24,945, ,945, ,295, ,295, ii) Overseas 13,014, ,014, ,014, ,014, () b) Individuals i) Individuals Shareholders holding Share Capital Upto Rs. 1 Lakh ii) Individuals Shareholders holding Share Capital in excess 2 1,289,228 2,807 1,292, ,519,350 5,157 16,524, ,497, ,497, ,618, ,618, of Rs. 1 Lakh Other (Specify) i) HUF 56, , ,677, ,677, ii) Clearing 55, , , , Members iii) Non 4,988, ,988, ,632, ,632, Resident Indians iv) Trusts Sub-total B(2) 63,847,486 2,807 63,850, ,403,86 1 Total B = 87,509,090 2,807 87,511, ,953,69 B (1) + B (2) 2 Total = A + B 178,331,691 2, ,334, ,450, , ,409,01 8 5, ,958,84 9 5, ,455,

6 S.N o. Shareholder s Name b. Shareholding of Promoters Shareholding at the beginning of the year No. of Shares % of Total Shares of the % of Total Shares pledged/ encumber ed to total shares Shareholding at the end of the year No. of Shares % of Total Shares of the % of Total Shares pledged/ encumbere d to total shares % Change during the Year 1 RHC Finance Private 29,112, ,815, (15.3) Limited 2 RHC Holding Private 39,709, ,730, (21.3) Limited 3 Malvinder Mohan 11,123, ,023, (5.67) Singh 4 Shivinder Mohan 10,876, , (5.58) Singh 5 Japna Malvinder Singh 6 Aditi Shivinder Singh 7 Abhishek Singh Malvinder Mohan Singh & Shivinder Mohan Singh* Total 90,822, ,496, (47.85) *on behalf of PF Trust c. Change in Promoters Shareholding (please specify, if there is no change) Shareholding Cumulative Shareholding during the year S.No. Shareholders Name No. Shares of % of Total Shares of the No. of Shares % of Total Shares of the 1. RHC Holding Private Limited April 28, April 28, 2017 Sale July 17, Sale July 21, 2017 Invocation of Pledge August 04, 2017 Sale August 18, 2017 Sale August 25, 2017 Invocation of Pledge September 08, 2017 Invocation of Pledge September 15, 2017 Invocation of Pledge September 22, 2017 Invocation of Pledge September 29, 2017 Invocation of Pledge October 20, 2017 Invocation of Pledge 39,709,358 2,000,000 (2,000,000) (100,000) (5,053,542) (397,660) (600,000) (651) (5,300,000) (10,449,500) (2,537,000) (1,094,000) (447,408) (1.12) (006) (2.83) (0.22) (0.34) (2.97) (5.86) (1.42) (0.61) (0.25) 39,709,358 41,709,358 39,709,358 39,609,358 34,555,816 34,158,156 33,558,156 33,557,505 28,257,505 17,808,005 15,271,005 14,177,005 13,729,

7 October 27, 2017 Invocation of Pledge October 31, 2017 Invocation of Pledge November 03, 2017 Invocation of Pledge November 17, Invocation of Pledge January 19, 2018 Invocation of Pledge January 26, 2018 Invocation of Pledge (3,572,948) (1,822,903) (1,556,090) (2,288,000) (2,125,000) (634,000) 1,730,656 (2.00) (1.02) (0.87) (1.28) (1.19) (0.36) ,156,649 8,333,746 6,777,656 4,489,656 2,364,656 1,730,656 1,730, RHC Finance Private Limited May 12, 2017 May 12, 2017 Sale July 14, 2017 July 21, 2017 July 28, 2017 Sale August 04, 2017 Sale August 25, 2017 Invocation of Pledge September 15, 2017 Invocation of Pledge October 27, 2017 Invocation of Pledge October 31, 2017 Invocation of Pledge November 03, 2017 Invocation of Pledge November 17, 2017 Invocation of Pledge December 08, 2017 Invocation of Pledge December 15, 2017 Invocation of Pledge January 19, 2018 Invocation of Pledge January 26, 2018 Invocation of Pledge February 02, 2018 Invocation of Pledge 3. Malvinder Mohan Singh May 12, 2017 Invocation of Pledge July 14, 2017 Sale July 21, 2017 Sale August 18, 2017 Invocation of Pledge September 01, 2017 Invocation of Pledge September 15, 2017 Invocation of Pledge March 02, Invocation of Pledge 4. Shivinder Mohan Singh July 21, 2017 Sale September 15, 2017 Invocation of Pledge January 26, Invocation of Pledge 5. Japna Malvinder Singh 29,112, ,000 (150,000) 1,850,000 6,400,000 (3,356,000) (5,020,000) (833,855) (6,339,500) (160,000) (1,700,000) (1,042,145) (1,213,000) (2,050,000) (1,302,000) (8,317,000) (3,519,676) (694,324) 1,815,134 11,123,525 (3,750,000) (1,000,000) (350,000) (200,000) (2,000,000) (2,083,582) (716418) 1,023,525 10,876,602 (6,050,000) (2,100,000) (1,800,000) 926, (0.08) (1.88) (2.81) (0.47) (3.55) (0.09) (0.95) (0.58) (0.68) (1.15) (0.73) (4.66) (1.97) (0.39) (4.13) (3.57) (3.38) (3.26) (2.14) (0.98) (0.57) (3.39) (1.18) (1.01) ,112,634 29,262,634 29,112,634 30,962,634 37,362,634 34,006,634 28,986,634 28,152,779 21,813,279 21,653,279 19,953,279 18,911,134 17,698,134 15,648,134 14,346,134 6,029,134 2,509,458 1,815,134 1,815,134 11,123,525 7,373,525 6,373,525 6,023,525 5,823,525 3,823,525 1,739,943 1,023, ,876,602 4,826,602 2,726, , , Aditi Shivinder Singh 7. Abhishek Singh Malvinder Mohan Singh & Shivinder Mohan Singh*

8 100 **on behalf of PS Trust d. Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs) Shareholding Cumulative Shareholding during the year S.No. Shareholders Name No. Shares of % of Total Shares of the No. of Shares % of Total Shares of the 1 India Horizon Fund Limited April 07, Open Market Sale April 14, Open Market Sale April 21, Open Market Sale April 28, Open Market Sale May 05, Open Market Sale May 12, Open Market Sale May 19, Open Market Sale June 16, Open Market Sale June 23, Open Market Sale June 30, Open Market Sale July 14, Open Market Sale October 27, Open Market December 22, Open Market 2 Resilient India Growth Fund December 15, Open Market 3 Axis Bank Limited September, Open Market 4 International Finance Corporation 5 Dilipkumar Lakhi July 28, Open Market August 04, Open Market August 18, Open Market August 25, Open Market September 08, Open Market September 15, Open Market 12,137,336 (91,921) (157,433) (18,436) (698) (57,654) (277,269) (210,000) (50,000) (250,000) (50,000) (1,002,423) 716,965 7,150,000 17,838,467 17,638,579 17,638,579 15,789,000 15,789,000 12,818,331 12,818, ,561 4,621,304 15, , , , (0.05) (0.09) () (0.03) (0.16) (0.12) (0.03) (0.14) (0.03) (0.56) ,137,336 12,045,415 11,887,982 11,869,546 11,868,848 11,811,194 11,533,925 11,323,925 11,273,925 11,023,925 10,973,925 9,971,502 10,688,467 17,838,467 17,838,467 17,638,579 17,638,579 15,789,000 15,789,000 12,818,331 12,818, ,561 4,744,865 4,759,865 4,860,285 5,331,918 5,954,

9 September 22, Open Market Sale October 06, Open Market Sale (613,785) (594,000) 4,747,161 (0.34) (0.33) ,341,161 4,747,161 4,747, Naina Mahesh Buxani July 21, Open Market December 01, Open Market December 08, Open Market December 15, Open Market December 22, Open Market December 29, Open Market January 05, Open Market January 12, Open Market February 02, Open Market 104, , ,103 1,609, , , , , ,000 17,000 4,674, , , ,098 2,794,098 3,207,584 3,342,584 3,677,584 4,317,584 4,657,584 4,674,584 4,674, CB Green Ventures PTE Limited 3,841,875 3,841, ,841,875 3,841, IL and FS Securities Services Limited April 07, Open Market April 14, Open Market April 21, Open Market Sale April 28, Open Market Sale May 05, Open Market May 12, Open Market sale May 19, Open Market May 26, Open Market June 02, Open Market Sale June 16, Open Market Sale June 23, Open Market Sale July 07, Open Market Sale July 14, Open Market July 21, Open Market August 04, Open Market August 11, Open Market August 18, Open Market August 25, Open Market September 01, Open Market Sale September 08, Open Market September 15, Open Market September 22, Open Market September 29, Open Market 920 3,218 18,225 (14,099) (3,815) 202,015 (16,935) (258) (15,014) (149,478) (20) 3,150 4,846 5,763 8,689 21,718 16,387 (3,696) 8,687 45, ,318 25,695 () () () (0.08) ,138 22,363 8,264 4, , , , , , ,291 25,813 25,793 28,943 33,789 39,552 48,241 69,959 86,346 82,650 91, , , ,

10 October 06, Open Market October 13, Open Market Sale October 20, Open Market October 27, Open Market October 31, Open Market Sale November 03, Open Market November 10, Open Market November 17, Open Market Sale November 24, Open Market December 01, Open Market Sale December 08, Open Market Sale December 15, Open Market December 22, Open Market December 29, Open Market December 30, Open Market Sale January 05, Open Market Sale January 12, Open Market Sale January 19, Open Market January 26, Open Market February 02, Open Market February 09, Open Market February 16, Open Market February 23, Open Market March 02, Open Market Sale March 09, Open Market March 16, Open Market Sale March 23, Open Market Sale March 30, Open Market Sale March 31, Open Market Sale 17,920 (120,830) ,790 (7,666) 237,660 65,633 (177,173) 325,961 (122,165) (59,638) 98,799 80,166 81,045 (30,659) (293,102) (207,990) 62,194 93,383 5,328 2,554,716 28, ,031 (57,436) 731,722 (41,040) ( 35,250) (94,431) (2,835) 3,781,422 (0.07) (0.10) 0.18 (0.07) (0.03) (0.16) (0.12) (0.03) 0.41 (0.05) , , , , , , , , , , , , , , , , , ,234 35, ,945 2,912,661 2,940,661 3,280,692 3,223,256 3,954,978 3,913,938 3,878,688 3,784,257 3,781,422 3,781, Mahesh Udhav Buxani 10 Arch Finance Limited April 14, Open Market Sale April 28, Open Market May 12, Open Market May 19, Open Market May 26, Open Market June 02, Open Market June 09, Open Market June 16, Open Market July 14, Open Market Sale July 28, Open Market Sale August 04, Open Market August 11, Open Market August 18, Open Market 1,559,810 (6,000) 191,500 14,505 5,059 91,544 41,632 12,763 25,870 (1,683) (17,000) 185, , , () ,559,810 1,553,810 1,745,310 1,759,815 1,764,874 1,856,418 1,898,050 1,910,813 1,936,683 1,935,000 1,918,000 2,103,000 2,303,000 2,998,

11 August 25, Open Market September 09, Open Market September 15, Open Market September 22, Open Market Sale September 29, Open Market October 06, Open Market Sale October 13, Open Market Sale October 20, Open Market October 27, Open Market October 31, Open Market November 10, Open Market November 17, Open Market November 24, Open Market Sale December 01, Open Market Sale December 08, Open Market December 15, Open Market December 22, Open Market Sale December 29, Open Market January 05, Open Market Sale January 12, Open Market January 19, Open Market Sale January 26, Open Market February 02, Open Market February 09, Open Market February 16, Open Market February 23, Open Market March 09, Open Market Sale March 16, Open Market March 23, Open Market Sale 79,827 75, ,000 (5,000) 150,000 (5,000) (34,614) 27,614 51,000 50,000 3,000 31,850 (6,600) (50,000) 49, ,000 (100,005) 251,200 (182,850) 15,000 (985,198) 237, ,364 44,155 6, ,000 (695,000) 600 (1,784) 3,318, (0.03) (0.06) 0.14 (0.10) (0.55) (0.39) ,078,000 3,153,000 3,263,000 3,258,000 3,408,000 3,403,000 3,368,386 3,396,000 3,447,000 3,497,000 3,500,000 3,531,850 3,525,250 3,475,250 3,524,250 3,684,250 3,584,245 3,835,445 3,652,595 3,667,595 2,682,397 2,920,081 3,262,445 3,306,600 3,313,452 4,014,452 3,319,452 3,320,052 3,318,268 3,318, Note: Top ten shareholders of the as on March 31, 2018 have been considered for the above disclosure. e. Shareholding of Directors and Key Managerial Personnel: S.N o. Shareholders Name No. Shares Shareholding* of % of Total Shares of the Cumulative Shareholding during the year No. of Shares % of Total Shares of the 1. Malvinder Mohan Singh 1 11,123, ,123,

12 May 12, 2017 Invocation of Pledge July 14, 2017 Sale July 21, 2017 Sale August 18, 2017 Invocation of Pledge September 01, 2017 Invocation of Pledge September 15, 2017 Invocation of Pledge March 02, Invocation of Pledge 2. Shivinder Mohan Singh 1 July 21, 2017 Sale September 15, 2017 Invocation of Pledge January 26, Invocation of Pledge 3. Sunil Godhwani 2 May 19, 2017 ESOP allotment July 14, 2017 Sale December 22, 2017 Sale January 05, 2018 Sale February 02, 2018 Sale February 16, 2018 Sale February 23, 2018 Sale March 02, 2018 Sale March 09, 2018 Sale March 16, 2018 Sale March 23, 2018 Sale March 30, 2018 Sale 4. Padam Bahl 5. Rama Krishna Shetty (3,750,000) (1,000,000) (350,000) (200,000) (2,000,000) (2,083,582) (716418) 1,023,525 10,876,602 (6,050,000) (2,100,000) (1,800,000) 926, , ,750 (225,000) (50,000) (25,000) (30,000) (35,000) (40,000) (30,750) (35,000) (15,000) (10,000) (5,000) (4.13) (3.57) (3.38) (3.26) (2.14) (0.98) (0.57) (3.39) (1.18) (1.01) (0.13) (0.03) () () () ,373,525 6,373,525 6,023,525 5,823,525 3,823,525 1,739,943 1,023, ,876,602 4,826,602 2,726, , ,602 7,00, , , , , , , , , , , , , ,000 1 Resigned as Director on February 14, Resigned as Director on September 06, 2017 other than the above named directors, no director or Key Managerial Personnel held any share during the year Indebtedness Indebtedness of the including interest outstanding/accrued but not due for payment (Amount in Rs.) Secured Loans excluding deposits Unsecured Loans Deposit s Total Indebtedness Indebtedness at the beginning of the financial year

13 i) Principal Amount 3,121,000,000 9,633,860,868-12,754,860,868 ii) Interest due but not paid iii) Interest accrued but not due 1,358,021, ,712,329-1,810,733,790 Total (i+ii+iii) 4,479,021,461 10,086,573,197-14,565,594,658 Change in Indebtedness during the financial year Addition 0 136,457, ,457,314 Reduction (4,479,021,461) (5,308,121,907) - (9,787,143,368) Net Change (4,479,021,461) (5,171,664,593) - (9,650,686,054) Indebtedness at the end of the financial year i) Principal Amount - 4,793,851,296-4,793,851,296 ii) Interest due but not paid iii) Interest accrued but not due - 121,057, ,057,308 Total (i+ii+iii) 0 4,914,908, ,914,908,604 Sl. no. 6. Remuneration of Directors and Key Managerial Personnel mentioning their gross salary, value of perquisites, profits in lieu of salary, etc. A. Remuneration to Managing Director, Whole-time Directors and/or Manager: (Amount in Rs.) Particulars Name of MD/WTD/ Manager Total of Amount Remunerati on 1 Gross salary (a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 (b) Value of perquisites Mr. Sunil Godhwani - Whole Time Director (Apr 01, 2017 to Sep 06, 2017) Mr. Subramanian Lakshminarayanan Executive Chairman (Nov 14, 2017 to Jan 22, 2018) Mr. Francis Daniel Lee Executive Director (Nov 17, 2017 to Jan 24, 2018 Mr. Krishnan Subramanian Director Finance (Jan 24, 2018 to Mar 31, 2018) 6,500,000 8,261, ,555 1,791,398 16,988,243 4,808,198 4,808,198

14 u/s 17(2) Income-tax Act, 1961 (c) Profits in lieu of salary under section 17(3) Income tax Act, 1961 Stock Option REL ESOS ,750* REL ESOS ,350,000* Sweat Equity 2 Commission - as % of profit - others, specify 3 Others, please specify 4 Total (A) 11,308,198 8,261, ,555 1,791,398 21,796,441 5 Ceiling as per the Act Remuneration as per Schedule V of the Companies Act, *As per the Religare Enterprises Limited Employees Stock Options Scheme, 2006, 120,750 Stock Options at the price of Rs. 140/- per share and as per Religare Employee Stock Option Scheme 2012, 1,350,000 Stock Options at the price of Rs. 387/- per share have been granted. Presently, no Stock Option is exercised under ESOS Scheme 2012 and according to the aforesaid Scheme the same can be exercised over a period of nine years from the date of vesting. 120,750 stock options granted under ESOS Scheme 2006 were exercised and accordingly 120,750 Equity Shares were allotted on May 19, B. Remuneration to other directors: (Refer Corporate Governance Report for Details) S.No. Particulars of Remuneration 1 Independent Directors Fee for Attending Board/ Committee Meetings Commissio n Others, please specify ( Amount in Rs.) Total Amount a) Mrs. Sangeeta Talwar 500,000 5,00,000

15 b) Mrs. Sabina Vaisoha 700,000 7,00,000 c) Mr. Rashi Dhir 800,000 8,00,000 d) Mrs. Kishori Udeshi 100, ,000 e) Mr. Avinash Chander 900,000 9,00,000 Mahajan f) Mr. Deepak Ramchand 500,000 5,00,000 Sabnani g) Mr. Padam Bahl 2,100,000 21,00,000 h) Mr. Rama Krishna Shetty 2,200,000 22,00,000 i) Mr. Tejpreet Singh 200,000 2,00,000 Chopra j) Mr. Vikram Talwar 300,000 3,00,000 k) Mr. P. Vijaya Bhaskar 200,000 2,00,000 l) Mr. Ashok Mehta 100,000 1,00,000 Total (1) 8,600,000 8,600,000 2 Other Non - Executive Directors a) Mr. Ravi Mehrotra 350,000 Stock Options* b) Mr. Harpal Singh 225, ,000 c) Mr. Virendra Kumar 175, ,000 Madan d) Mr. Malvinder Mohan 250, ,000 Singh e) Mr. Shivinder Mohan 100, ,000 Singh Total (2) 750, ,000 Total = (1+2) 9,350,000 9,350,000 Total Managerial Remuneration NA NA NA NA Overall Ceiling as per the Act NA NA NA NA *As per Religare Employee Stock Option Scheme 2012, 350,000 Stock Options at the price of Rs. 387/- per share have been granted. Presently, no Stock Option is exercised and according to the aforesaid Scheme, the same can be exercised over a period of nine years from the date of vesting.

16 C. Remuneration to key managerial personnel other than MD/Manager/WTD Sl. no. Particulars of Remuneratio n 1 Gross salary Key Managerial Personnel Mr. Maninder Singh (Group CEO) (Apr 01, 2017 to Nov 14, 2017) Mr. Anil Saxena (Group CFO) (Apr 01, 2017 to Nov 14, 2017) Mr. Mohit Maheshwa ri ( Secretary) (Apr 01, 2017 to Nov 14, 2017) Mr. Krishnan Subramani an CFO* (Nov 14, 2017 to Mar 31, 2018) Ms. Reena Jayara (Compan y Secretary ) (Nov 17, 2017 to Mar 31, 2018) (Amount in Rs.) Total Amount (a) Salary as per provisions contained in section 17(1) of the Incometax Act, 1961 (b) Value of perquisites u/s 17(2) Income-tax Act, ,244,824 3,444,430 4,494,463 3,348, ,098 37,027,979 20,160 20,160 (c) Profits in lieu of salary under section 17(3) Incometax Act, 1961 N.A. 2 Stock Option REL ESOS N.A : 700,000** 3 Sweat Equity N.A. 4 Commission - as % of profit N.A. - others, specify 5 Others, please specify N.A. Total 25,244,824 3,444,430 4,514,623 3,348, ,098 37,048,139

17 *Krishnan Subramanian was KMP (CFO) since Nov 14, 2017 till Jan 24, 2018 and KMP (WTD) thereafter. **As per the Religare Employee Stock Option Scheme 2012, 700,000 Stock Options at the price of Rs. 387/- per share have been granted. Presently, no Stock Option is exercised and according to the aforesaid Schemes, the same can be exercised over a period of nine years from the date of vesting. 7. Penalties/punishment/compounding of offences (under the Companies Act, 1956 & Companies Act, 2013): Place: Gurugram Date: August 01, 2018 By order of the Board of Directors For Religare Enterprises Limited Sd/- Krishnan Subramanian Director -Finance Sd/- Malay Kumar Sinha Director