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RELIGARE FINVEST LIMITED

Registered Office: D3, P3B, District Centre, Saket, New Delhi - 110017

CIN No. – U74999DL1995PLC064132, Phone: +91-11-3941 1411

E-mail: loans@religare.com /Website: www.religarefinvest.com

NOTICE TO THE EXTRA-ORDINARY GENERAL MEETING OF RELIGARE FINVEST LIMITED

(‘RFL’)

NOTICE is hereby given that the extra-ordinary general meeting (‘EGM’) of the members of Religare

Finvest Limited (the Company/ RFL) will be held at a shorter notice on Wednesday, December 2,

2015, at 1 p.m. at the registered office of the Company at D3, P3B, District Centre, Saket, New Delhi-

110017 to transact the following business:

SPECIAL BUSINESS:

APPROVAL FOR THE AMENDMENT IN THE SUBSCRIPTION AGREEMENT PERTAINING TO THE

COMPULSORILY CONVERTIBLE DEBENTURES ISSUED BY RELIGARE FINVEST LIMITED (‘RFL’)

TO RELIGARE ENTERPRISES LIMITED

1. To consider and approve the proposed matter if thought fit, to pass, with or without

modification(s), the following resolution as Special Resolution:

“RESOLVED THAT pursuant to the provisions of Section 62 of the Companies Act, 2013, (including

any statutory modification or re-enactment thereof for the time being in force) (the ‘Act’), including

Section 179, 180 (1) (c), 180 (1) (a), 71, Companies (Share Capital and Debentures) Rules, 2014,

regulations prescribed by the Reserve Bank of India from time to time and other applicable

provisions and other laws and regulations applicable thereunder, provisions of the Memorandum of

Association and Articles of Association of the Company, subject to any consent (prior / post) /

notification or intimation of/ from / to any investors, creditors, lenders etc., if required, in terms of

any contractual obligations/ covenant prescribed by the investors / lenders etc, pursuant to the

Board approval dated October 28, 2015, the consent of the Company be and is hereby accorded to

enter into an amendment agreement(s) to the Subscription Agreement entered into with Religare

Enterprises Limited (REL/ the Holding Company) on May 30, 2011 with respect to the issue and

allotment of Secured, Unrated Unlisted Compulsorily Convertible Debentures of a face value of Rs.

10,00,000/- (Rupees Ten Lacs each), aggregating up to Rs. 1,500,000,000/- (Rupees One Hundred

and Fifty Crores only) on May 30, 2011 under said Subscription Agreement and Term Sheet.

RESOLVED FURTHER THAT the approval of the Company be and is hereby given for making

amendments in the existing Subscription Agreement inter-alia incorporating the following changes

in the proposed amendment agreement as under:

(i) The conversion of the CCDs shall be at the conversion price of (i) the Series A Convertible

Preference Shares issued to Avigo PE Investments Limited, Mauritius converted in terms of the

Investment Agreement dated November 12, 2011, and (ii) the Series B Convertible Preference

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Shares issued to NYLIM Jacob Ballas India Fund III LLC converted in terms of the Investment

Agreement dated December 29, 2011.

(ii) The conversion of the CCDs shall be on or before the mandatory conversion date i.e. May 30, 2016

(i.e. on or before five years from the allotment date) to enable both the parties to exercise the put/

call option for conversion of CCDs before the mandatory conversion date as per the manner of

conversion proposed to be incorporated in the proposed Amendment Agreement.

RESOLVED FURTHER THAT the Board of Directors be and are hereby unconditionally and

irrevocably authorized to carry out all such acts and execute necessary amendment agreements,

deeds, documents, agreements, forms and instruments, for and on behalf of the Company, as may be

necessary or desirable to give effect to the foregoing Resolution, including but not limited to

complete and file requisite forms, including with the Registrar of Companies, as required by law,

and take all such steps as may be necessary or expedient for the purpose of giving effect to this

resolution and to delegate any/all of the powers mentioned herein above to any person under

appropriate letter of authority or power of attorney as the case may be.

RESOLVED FURTHER THAT a certified true copy of this Resolution be provided to all concerns as

and when require under the hand of a Director or Company Secretary of the Company.”

By Order of the Board of Directors

For Religare Finvest Limited

Sd/-

Punit Arora

Company Secretary

ACS 18880

Place: New Delhi D3, P3B, District Centre,

Date: October 28, 2015 Saket, New Delhi - 110017

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NOTES:

1. The Explanatory Statement pursuant to Section 102(1) of the Companies Act, 2013, which sets

out details relating to Special Business at the EGM is annexed hereto.

2. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE EXTRA-ORDINARY ENERAL

MEETING (THE MEETING) IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE

INSTEAD OF HIMSELF AND SUCH PROXY NEED NOT BE A MEMBER OF THE COMPANY. A

person can act as proxy on behalf of member not exceeding fifty (50) and holding in the

aggregate not more than ten percent of the total share capital of the Company.

3. Corporate Members intending to send their Authorized Representative to attend the Meeting are

requested to send a duly certified copy of the Board Resolution authorizing their representative

to attend and vote at the EGM.

4. Members / Proxies should fill in the attendance slip for attending the EGM.

5. The document referred to in the proposed resolutions are available for inspection at the

Registered Office of the Company during business hours.

6. To prevent fraudulent transactions, members are advised to exercise due diligence and notify the

Company of any change in address or demise of any member as soon as possible. Members are

also advised not to leave their Demat accounts(s) dormant for long. Periodic statement of holding

should be obtained from the concerned Depository Participant and holdings should be verified.

7. The Notice of the EGM will be available on the Company's website: www.religarefinvest.com.

8. Landmark for location of meeting is Select City Mall, Saket, New Delhi. Route map of the location

is posted on website of the Company.

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EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013

ITEM NO 1.

APPROVAL FOR THE AMENDMENT IN THE SUBSCRIPTION AGREEMENT PERTAINING TO THE

COMPULSORILY CONVERTIBLE DEBENTURES OF RELIGARE FINVEST LIMITED (‘RFL’) ISSUED

TO RELIGARE ENTERPRISES LIMITED

The Members are requested to note that RFL had entered into Subscription Agreement with

Religare Enterprises Limited (“REL”/ the Holding Company) dated May 30, 2011 for issuance of

1500 secured unrated unlisted Compulsorily Convertible Debentures of Rs. 10,00,000/- each

(“CCDs”) on a private placement basis aggregating to Rs. 1,500,000,000/- (Rupees One Hundred

Fifty Crore Only) to REL (“CCD Subscription Agreement”). REL and RFL further executed an

amendment letter dated August 12, 2011 to amend the interest payment date from quarterly to

monthly.

The CCD Subscription Agreement, inter-alia, lays down the following broad terms and conditions in

relation to the aforementioned issue of Debentures:

a) Conversion: Debentures shall be automatically and mandatorily converted to equity shares by RFL

on May 30, 2016, (“Mandatory Conversion Date”) at a conversion rate determined by a valuation

certificate issued by a Chartered Accountant or Merchant Banker on the Mandatory Conversion

Date.

b) Manner of Conversion: The Agreement provides for the Manner of Conversions that RFL shall for

the purpose of determination of the conversion rate deliver a valuation certificate based on the fair

market value determined by a Chartered Accountant (acceptable to REL) or Category 1 Merchant

Banker (registered with SEBI and acceptable to REL) on the conversion date.

c) Amendments: No amendment of any provision of this Agreement shall be effective unless it is in

writing and signed by RFL and REL.

Further, there were amendments executed in the CCD Subscription Agreement consequent to

execution of Investment Agreements with Avigo PE Investments Limited (“Avigo”) and NYLIM Jacob

Ballas India Fund III LLC (“Jacob Ballas”).

RFL, REL, Avigo entered into investment agreement on November 12, 2011 (“Avigo Investment

Agreement”) for issuance of certain number of Series A Compulsorily Convertible Preference

Shares (“Avigo CCPS”) and equity shares to Avigo aggregating to Rs. 150 crore.

Further, RFL, REL and Jacob Ballas entered into an investment agreement dated December 29, 2011

(“Jacob Ballas Investment Agreement”) for issuance of Series B Compulsorily Convertible

Preference Shares (“JB CCPS”) and equity shares to Jacob Ballas aggregating to Rs. 200 crore.

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The Members are requested to note that one of the conditions precedent under Avigo Investment

Agreement and Jacob Ballas Investment Agreement was to amend the CCD Subscription Agreement

to the effect that conversion of the CCDs shall not be lower than conversion price of Series A

Convertible Preference Shares issued to Avigo and Series B Convertible Preference Shares issued to

Jacob Ballas (“the CCPS Conversion Price”).

To give effect to the above mentioned condition precedent, RFL and REL entered into second and

third amendment agreements in November 12, 2011 and January 17, 2012 respectively.

Further, the shareholders are requested to note that it is now proposed to amend the CCD

Subscription Agreement to provide for conversion of the CCDs at the conversion price of (i) the

Series A Convertible Preference Shares issued to Avigo PE Investments Limited, Mauritius

converted in terms of the Investment Agreement dated November 12, 2011, and (ii) the Series B

Convertible Preference Shares issued to NYLIM Jacob Ballas India Fund III LLC converted in terms

of the Investment Agreement dated December 29, 2011.

The existing resolutions passed by the Board of Directors and the Shareholders for issuance of CCDs

expressly provide the manner of conversion of the CCDs. Accordingly, it is necessary to obtain the

approval of the Shareholders for Proposed Amendment in the CCD Subscription Agreement

between RFL and REL.

In addition to the abovementioned proposal, it is also proposed to incorporate an enabling clause

for conversion of CCDs on or before the mandatory conversion date i.e. May 30, 2016 (on or before

five years from the allotment date) to enable both the parties to exercise the put/ call option for

conversion of CCDs before the mandatory conversion date as per the manner of conversion

proposed to be incorporated in the proposed Amendment Agreement.

The Board in its meeting held on October 28, 2015 has considered and approved and recommended

the above to the shareholders for the approval of this item.

None of the Directors/their relatives, except Mr. Anil Saxena, Mr. Shachindra Nath to the extent of

their shareholding in RFL as nominees of REL, Mr. Srinivas Chidambaram in the capacity of Jacob

Ballas’s recommended director of RFL, is in any way interested or concerned in this resolution.

None of Key Managerial Personnel of the Company / their relatives are, in any way, concerned or

interested in these resolutions.

By Order of the Board of Directors

For Religare Finvest Limited

Sd/-

Punit Arora

Company Secretary

ACS 18880

Place: New Delhi D3, P3B, District Centre,

Date: October 28, 2015 Saket, New Delhi – 110017

RELIGARE FINVEST LIMITED

Registered Office: D3, P3B, District Centre, Saket, New Delhi - 110017

CIN No – U74999DL1995PLC064132

Phone: +91-11-3941 1411

E-mail: loans@religare.com/Website: www.religarefinvest.com

Please fill attendance slip and hand it over at the entrance of the meeting hall

Joint shareholders may obtain additional Slip at the venue of the meeting.

Name and address of the shareholder/Proxy: _______________________________________________________

Folio No.:_________________________________ ID & Client ID*: ____________________________________

No. of Shares held: ______________________________

I/We hereby record my/our presence at the Extra-Ordinary General Meeting of the Company

to be held at a shorter consent on Wednesday, 2nd day of December 2015 at 1:00 pm at D3 P3B,

District Centre, Saket, New Delhi-110017.

Signature of the Shareholder or Proxy**: _____________________________________________________________

*Applicable for investors holding shares in electronic form.

**Strike out whichever is not applicable

------------------------------------------------------------------------------------------------------------------------------

ATTENDANCE SLIP

RELIGARE FINVEST LIMITED

Registered Office: D3, P3B, District Centre, Saket, New Delhi - 110017

CIN No – U74999DL1995PLC064132

Phone: +91-11-3941 1411

E-mail: loans@religare.com/Website: www.religarefinvest.com

MGT-11 - Proxy form

[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies

(Management and Administration) Rules, 2014]

Name of the member (s):

Registered address:

E-mail Id:

Folio No/ Client Id:

DP ID:

I / We, being the member(s) of ………..............…. Shares of Religare Finvest Limited, hereby appoint

1. Name: ___________________________________________ E-mail Id: ___________________________________________

Address:__________________________________________________________________________________________________

____________________________________________________________Signature:_____________________________________

or failing him

2. Name: ___________________________________________ E-mail Id: ___________________________________________

Address:__________________________________________________________________________________________________

____________________________________________________________Signature:_____________________________________

or failing him

3. Name: ___________________________________________ E-mail Id: ___________________________________________

Address:__________________________________________________________________________________________________

____________________________________________________________Signature:_____________________________________

as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the Extra-

Ordinary General Meeting of the Company, to be held on Wednesday, 2nd day of December

2015 at 1:00 p.m. at D3 P3B, District Centre, Saket, New Delhi-110017, at a shorter notice, and

at any adjournment thereof in respect of such resolutions as are indicated below:

Resolution

No

Resolution Optional*

For Against

Special Business:

1 Approval for the amendment in the subscription agreement

pertaining to the compulsorily convertible debentures of

PROXY FORM

Religare Finvest Limited (‘RFL’) issued to Religare

Enterprises Limited

*Applicable for investors holding shares in electronic form.

Signed this…… day of……… 2015

______________________________

Signature of shareholder

______________________________

Signature of Proxy holder(s)

Notes: 1. This form of proxy in order to be effective should be duly completed and deposited at the

Registered Office of the Company not less than 48 hours before the commencement of the

meeting.

2. A Proxy need not be a member of the Company.

3. A person can act as a proxy on behalf of members not exceeding fifty and holding in the

aggregate not more than 10% of the total share capital of the Company carrying voting rights. A

member holding more than 10% of the total share capital of the Company carrying voting rights

may appoint a single person as proxy and such person shall not act as a proxy for any other

person or shareholder.

4. *This is only optional. Please put a ‘X’ in the appropriate column against the resolutions

indicated in the Box. If you leave the ‘For’ or ‘Against’ column blank against any or all the

resolutions, your Proxy will be entitled to vote in the manner as he/she thinks appropriate.

5. Appointing a proxy does not prevent a member from attending the meeting in person if he so

wishes.

6. In the case of joint holders, the signature of any one holder will be sufficient, but names of all the

joint holders should be stated.

Affix

Revenue

Stamp

Consent of shareholder for shorter notice

[Pursuant to section 101(1) of the Companies Act, 2013]

To

The Board of Directors

Religare Finvest Limited

We, ________________________________________ having its Registered Office at

_____________________________________________________________________________________________

holding _________________________________________________ Equity/Preference Shares of

Rs. _______________________ each, which constitutes __________________________________

of the paid up equity capital in Religare Finvest Limited, in its own name and/or

through its nominees, hereby give the consent pursuant to section 101(1) of the

Companies Act, 2013, to convene the Extra-Ordinary General Meeting of Religare

Finvest Limited on Wednesday, 2nd day of December 2015 at 1:00 PM at D3, P3B,

District Centre, Saket , New Delhi at a shorter notice period.

For_________________________________________

Authorised Signatory

Dated: