Prospectus

Dated September 1, 2011

RELIGARE FINVEST LIMITED

A Public Limited Company incorporated under the Companies Act, 1956 and registered as a Non-Banking Financial Company within the meaning of the Reserve Bank of India Act, 1934 (2 of 1934)

Registered and Corporate Office: D3, P3B, District Centre, Saket, New Delhi - 110 017, India Tel. No.: +91 011 3912 5000 Fax: +91 011 3912 6505 Website: www.religarefinvest.com Compliance Officer and Contact Person: Mr. Punit Arora; E-mail: investors.rfl@religare.com

Public Issue by Religare Finvest Limited, (“Company” or “Issuer”) of Secured Redeemable Non-Convertible Debentures of face value of `̀̀̀ 1,000 each, (“NCDs”),

aggregating upto `̀̀̀ 4,000 million with an option to retain over-subscription upto `̀̀̀ 4,000 million for issuance of additional NCDs aggregating to a total of upto `̀̀̀ 8,000

million, hereinafter referred to as the “Issue”.

GENERAL RISK Investors are advised to read the Risk Factors carefully before taking an investment decision in the Issue. For taking an investment decision, the investors must rely on their own examination of the Issuer and the Issue including the risks involved. Specific attention of the investors is invited to the Risk Factors on pages 1 to 19 of this Prospectus.

ISSUER’S ABSOLUTE RESPONSIBILITY The Issuer, having made all reasonable inquiries, accepts responsibility for, and confirms that this Prospectus contains all information with regard to the Issuer and the Issue, which is material in the context of the Issue, that the information contained in this Prospectus is true and correct in all material respects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Prospectus as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect.

CREDIT RATING The NCDs proposed to be issued under this Issue have been rated ‘[ICRA] AA-(stable)’ by ICRA for an amount of upto ` 10,000 million vide its letter dated August 12, 2011 and ‘CARE AA-’ by

CARE for an amount of upto ` 8,000 million vide its letter dated August 17, 2011. The rating of the NCDs by ICRA indicates high degree of safety regarding timely servicing of financial obligations and carrying very low credit risk. The rating of the NCDs by CARE indicates high degree of safety regarding timely servicing of financial obligations and carrying very low credit risk. The ratings provided by ICRA and/or CARE may be suspended, withdrawn or revised at any time by the assigning rating agency and should be evaluated independently of any other rating. These ratings are not a recommendation to buy, sell or hold securities and investors should take their own decisions. Please refer to the rationale for the above ratings beginning on page 27.

LISTING The NCDs offered through this Prospectus are proposed to be listed on the Bombay Stock Exchange Limited (“BSE” / “Designated Stock Exchange”). Our Company has obtained an ‘in-principle’ approval for the Issue from the BSE vide their letter dated August 30, 2011. For the purposes of the Issue, BSE shall be the Designated Stock Exchange.

LEAD MANAGERS TO THE ISSUE REGISTRAR TO THE ISSUE

A. K. Capital Services Limited

30-39, Free Press House, Free Press Journal Marg, 215 Nariman Point, Mumbai - 400 021, Tel: +91 22 6754 6500/6634 Fax: +91 22 6610 0594 Email: rfldipo@akgroup.co.in Investor Grievance Email: investor.grievance@akgroup.co.in Website: www.akcapindia.com Contact Person: Mr. Hitesh Shah Compliance Officer: Mr. Vikas Agarwal SEBI Registration No: INM000010411

Axis Bank Limited

5th floor, Axis House, Bombay Dyeing Mills Compound, P.B. Marg, Worli, Mumbai - 400 025, Maharashtra, India. Tel: +91 22 2425 4559/61 Fax: +91 22 2425 4500 Email: rflipo@axisbank.com Investor Grievance Email: axbmbd@axisbank.com Website: www.axisbank.com Contact Person: Mr. Neelabh Dubey / Mr. Amit Shah Compliance Officer: Mr. Advait Majmudar SEBI Registration No: INM000006104

YES Bank Limited

Nehru Centre, 12th Floor, Discovery of India, Dr. A B Road, Worli, Mumbai - 400 018, India Tel : +91 22 6669 9000 Fax: +91 22 2497 4158 Email: dlreligarefinbond@yesbank.in Investor Grievance Email: merchantbanking@yesbank.in Website: www.yesbank.in Contact Person : Mr. Sameer Kakkar Compliance Officer: Mr. Dhanraj Uchil SEBI Registration No.: INM000010874

Religare Capital Markets

Limited**

4th floor, Plot No: C-12, G Block, Bandra Kurla Complex, Bandra (E), Mumbai – 400 051, Maharashtra, India Tel: +91 22 6766 3400 Fax: +91 22 6766 3575 Email: rfl.bond@religare.com Investor Grievance Email: grievance.ibd@religare.com Website: www.religarecm.com Contact Person: Ms. Gowri Nayak Compliance Officer: Mr. Gopalan S. SEBI Registration No: INM000011062

Link Intime India Private Limited

C-13, Pannalal Silk Mills Compound, L.B.S. Marg, Bhandup (West), Mumbai - 400 078, India Tel: +91 22 2596 0320 Fax: +91 22 2596 0329 Toll Free: 1-800-22-0320 Email: religare.ncd@linkintime.co.in Investor Grievance Email: religare.ncd@linkintime.co.in Website: www.linkintime.co.in Contact Person: Mr. Sachin Achar SEBI Registration No: NR000004058

ISSUE PROGRAMME*

ISSUE OPENS ON : September 9, 2011 ISSUE CLOSES ON : September 26, 2011

* The subscription list shall remain open for subscription at the commencement of banking hours and close at the close of banking hours on the dates indicated above, with an option for early closure or extension by such period, upto a period of 30 days from the date of opening of the Issue, as may be decided by the Board of our Company subject to necessary approvals. In the event of such early closure of subscription list of the Issue, our Company shall ensure that public notice of such early closure is published on or before the day of such early date of closure through advertisement/s in a leading national daily newspaper.

** Religare Capital Markets Limited ("RCML") is a wholly owned subsidiary of our Promoter. As our Promoter directly exercises control over RCML and also there are common promoters (directly or indirectly) and common directors between RCML and our Company, RCML is deemed to be an associate of our Company as per the Securities and Exchange Board of India (Merchant Bankers)Regulations, 1992, as amended ("Merchant Bankers Regulations"). RCML will be signing the due diligence certificate and accordingly has been disclosed as a Lead Manager. Further, in compliance with the provisio to Regulation 21A (1) and explanation to Regulation 21A (1) of the Merchant Bankers Regulations, RCML would be involved only in marketing of the Issue.

IL&FS Trust Company Limited has by its letter dated August 17, 2011 given its consent for its appointment as Debenture Trustee to the Issue and for its name to be included in this Prospectus and in all the subsequent periodical communications sent to the holders of the Debentures issued pursuant to this Issue.

A copy of the final Prospectus shall be filed with the Registrar of Companies, N.C.T. of Delhi and Haryana, in terms of section 56 and section 60 of the Act, along with the requisite endorsed/certified copies of all requisite documents. For further details please refer to the section titled “Material Contracts and Documents for Inspection” beginning on page 190 of this Prospectus.

TABLE OF CONTENTS

SECTION I : GENERAL ................................................................................................................................................................................i

Definitions / Abbreviations ................................................................................................................................................................................i

Forward Looking Statements ...........................................................................................................................................................................ix

Presentation of Financial and Other Information .............................................................................................................................................xi

SECTION II : RISK FACTORS....................................................................................................................................................................1

SECTION III : INTRODUCTION ..............................................................................................................................................................20

General Information ........................................................................................................................................................................................20

Summary of Business, Strength & Strategy ....................................................................................................................................................29

The Issue .........................................................................................................................................................................................................35

Summary Financial Statements .......................................................................................................................................................................37

Capital Structure..............................................................................................................................................................................................45

Objects of the Issue .........................................................................................................................................................................................55

Statement of Tax Benefits ...............................................................................................................................................................................57

SECTION IV : ABOUT THE ISSUER COMPANY AND THE INDUSTRY.........................................................................................60

Industry ...........................................................................................................................................................................................................60

Our Business ...................................................................................................................................................................................................80

History, Main Objects and Key Agreements...................................................................................................................................................96

Our Management...........................................................................................................................................................................................101

Our Promoter.................................................................................................................................................................................................113

Our Subsidiary...............................................................................................................................................................................................120

SECTION V : FINANCIAL INFORMATION.........................................................................................................................................122

Financial Statements .....................................................................................................................................................................................122

Disclosures on Existing Financial Indebtedness............................................................................................................................................123

Material Developments .................................................................................................................................................................................131

SECTION VI : ISSUE RELATED INFORMATION..............................................................................................................................132

Terms of the Issue .........................................................................................................................................................................................132

Issue Structure ...............................................................................................................................................................................................136

Issue Procedure .............................................................................................................................................................................................147

SECTION VII : LEGAL AND OTHER INFORMATION .....................................................................................................................160

Pending Proceedings and Statutory Defaults.................................................................................................................................................160

Other Regulatory and Statutory Disclosures .................................................................................................................................................168

Regulations and Policies ...............................................................................................................................................................................175

Summary of Key Provisions of Articles of Association................................................................................................................................188

Material Contracts and Documents For Inspection .......................................................................................................................................190

DECLARATION.........................................................................................................................................................................................192

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SECTION I : GENERAL

DEFINITIONS / ABBREVIATIONS

Company related terms

Term Description

"RFL", "Issuer", “the Company” and “our Company”

Religare Finvest Limited, a company incorporated under the Companies Act, 1956, registered as a Non-Banking Financial Company with the Reserve Bank of India under Section 45-IA of the Reserve Bank of India Act, 1934, and having its Registered Office at D3, P3B, District Centre, Saket, New Delhi - 110 017, India

AOA/Articles / Articles of Association Articles of Association of our Company

Board / Board of Directors The Board of Directors of our Company and includes any duly constituted committee thereof

CARE Credit Analysis and Research Limited

DIN Director Identification Number

ESOP/ESOS Our Company’s Employee Stock Option Scheme of the year 2010, namely, “Religare Finvest Limited Stock Option Scheme 2010”

Equity Shares Equity shares of face value of ` 10/- each of our Company

ECISPL Equifax Credit Information Services Private Limited

Fitch Fitch Ratings India Private Limited

Loan Assets Assets under financing activities

ICRA ICRA Limited

MIS Management Information System of our Company

Memorandum / MOA Memorandum of Association of our Company

Net Loan Assets Assets under financing activities net of Provision for non-performing assets

NAV Net Asset Value

NBFC Non-Banking Financial Company as defined under Section 45-IA of the RBI Act, 1934

Preference Shares 1% Non Convertible Cumulative Redeemable Preference Shares of face value of ` 10/- each of our Company

Promoter/REL Religare Enterprises Limited

Promoter Group Includes such persons and entities constituting our promoter group pursuant to Regulation 2 (1)(zb) of the SEBI (Issue of Capital and Disclosure Requirements)

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Term Description

Regulations, 2009

` / Rs./ INR/ Rupees The lawful currency of the Republic of India

Religare Group / Group Companies Companies promoted and/or controlled by our Promoter, REL, inter-alia including all direct and step-down subsidiaries of REL

RMC Risk Management Committee of the Board of Directors of our Company

RSL Religare Securities Limited

Shareholders Agreement Shareholders Agreement dated December 23, 2009 between Equifax Credit Information Services Private Limited, EFX Holdings Limited, Bank of Baroda, Kotak Mahindra Prime Limited, Sundaram Finance Limited, Union Bank of India, Bank of India and our Company.

Statutory Auditors Our company’s statutory auditors being Price Waterhouse, Chartered Accountants.

Subsidiary/RHDFCL Subsidiary of our Company namely Religare Housing Development Finance Corporation Limited (formerly known as Maharishi Housing Development Finance Corporation Limited)

Subsidiary Auditor The statutory auditors of RHDFCL, namely, Price Waterhouse & Co., Chartered Accountants

Summary Financial Information of our Company

The statement of unconsolidated assets and liabilities of our Company, and the related statement of unconsolidated profit and loss account of our Company and the related statement of unconsolidated cash flow of our Company as at and for the years ended March 31, 2007, 2008, 2009, 2010 and 2011, extracted from the audited unconsolidated financial information as at and for the years ended March 31, 2007, March 31, 2008, March 31, 2009, March 31, 2010, March 31, 2011, as examined by our Company’s Statutory Auditors, Price Waterhouse, Chartered Accountants

Summary Financial Information of our Subsidiary

The statement of unconsolidated assets and liabilities of RHDFCL, and the related statement of unconsolidated profit and loss account of RHDFCL and the related statement of unconsolidated cash flow of RHDFCL as at and for the year ended March 31, 2011, extracted from the audited unconsolidated financial information of RHDFCL as at and for the year ended March 31, 2011, as examined by the Subsidiary Auditors, Price Waterhouse & Co., Chartered Accountants

“We”, “us” and “our” Our Company and/or its Subsidiary, unless the context otherwise requires

Issue related terms

Term Description

Allotment / Allotted Unless the context otherwise requires, the allotment of the NCDs pursuant to the Issue to the Allottees

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Term Description

Allottee The successful applicant to whom the NCDs are being/have been allotted

Application Form The form used by an applicant to apply for NCDs being issued through the Prospectus

Bankers to the Issue/Escrow Collection Banks

The bank(s) with whom Escrow Accounts will be opened as specified on page 23 of this Prospectus

Base Issue Public Issue of NCDs by our Company aggregating upto ` 4,000 million

Basis of Allotment The basis on which NCDs will be allotted to applicants under the Issue and which is described in “Issue Procedure – Basis of Allotment” beginning on page 157 of this Prospectus.

CCDs Compulsorily Convertible Debentures

Debentures / NCDs Secured, Redeemable, Non-Convertible Debentures offered through this Prospectus aggregating upto ` 4,000 million with an option to retain over-subscription upto ` 4,000 million for issuance of additional NCDs aggregating to a total of upto ` 8,000 million.

Debenture Holder (s) The holders of the NCDs

Debt Listing Agreement The listing agreement entered into/to be entered into between our Company and the relevant stock exchange(s) in connection with the listing of debt securities of our Company

Debt Regulations SEBI (Issue and Listing of Debt Securities) Regulations, 2008, issued by SEBI, effective from June 6, 2008 as amended from time to time

Deemed Date of Allotment The date of issue of the Allotment Advice / regret.

Demographic Details Details of the investor such as address, bank account details for printing on refund orders and occupation, which are based on the details provided by the Applicant in the Application Form.

Depositories Act The Depositories Act, 1996, as amended from time to time

Depository(ies) National Securities Depository Limited (NSDL) and/or Central Depository Services (India) Limited (CDSL)

DP / Depository Participant A depository participant as defined under the Depositories Act

Designated Stock Exchange Bombay Stock Exchange Limited

Draft Prospectus / Draft Offer Document

The Draft Prospectus dated August 18, 2011 filed with the BSE for receiving public comments in accordance with the provisions of the Act and the Debt Regulations

Escrow Agreement Agreement dated August 30, 2011 entered into amongst our Company, the Registrar, the Escrow Collection Bank(s) and the Lead Managers for collection of the application amounts and for remitting refunds, if any, of the amounts

iv

Term Description

collected, to the applicants on the terms and conditions contained therein

Escrow Account Accounts opened in connection with the Issue with the Escrow Collection Banks and in whose favour the applicant will issue cheques or bank drafts or RTGS transfers (only available to Category I Applicants) in respect of the application amount while submitting the application

Institutional Portion Portion of applications received from Category I of persons eligible to apply for the issue which includes Public Financial Institutions, Statutory Corporations, Commercial Banks, Co-operative Banks and Regional Rural Banks, which are authorised to invest in the NCDs, Provident Funds, Pension Funds, Superannuation Funds and Gratuity Funds, which are authorised to invest in the NCDs, Venture Capital funds registered with SEBI, Insurance Companies registered with the IRDA, National Investment Fund, and Mutual Funds

Issue Public Issue by our Company of NCDs aggregating upto ` 4,000 million with an option to retain over-subscription upto ` 4,000 million for issuance of additional NCDs aggregating to a total of upto ` 8,000 million.

Issue Opening Date September 9, 2011

Issue Closing Date* September 26, 2011

Lead Brokers A.K. Stockmart Private Limited, Bajaj Capital Investor Services Limited, Edelweiss Broking Limited, Enam Securities Private Limited, HDFC Securities Limited, Integrated Securities Limited, JM Financial Services Private Limited, Karvy Stock Broking Limited, Kotak Securities Limited, R. R Equity Brokers Private Limited, Religare Securities Limited, SMC Global Securities Limited, SPA Securities Limited and Trust Financial Consultancy Services Private Limited

Lead Managers A. K. Capital Services Limited, Axis Bank Limited, YES Bank Limited and Religare Capital Markets Limited

Market Lot One NCD

Non-Institutional Portion Portion of applications received from Category II of persons eligible to apply for the issue which includes Companies, Bodies Corporate and Societies registered under the applicable laws in India and authorised to invest in NCDs, Public/Private Charitable/Religious Trusts which are authorised to invest in the NCDs, Scientific and/or Industrial Research Organisations, which are authorised to invest in the NCDs, Partnership Firms in the name of the partners and Limited liability partnerships formed and registered under the provisions of the Limited Liability Partnership Act, 2008 (No. 6 of 2009), Resident Indian individuals who apply for NCDs aggregating to a value more than ` 0.5 million, across all series of NCDs, (Option I and/or Option II), Hindu Undivided Families through the Karta who apply for NCDs aggregating to a value more than ` 0.5 million, across all series of NCDs, (Option I and/or Option II), and Non Resident Individuals (NRIs – Non repatriation basis only) who apply for NCDs aggregating to a value more than ` 0.5 million, across all series of NCDs, (Option I and/or Option II)

Options Options being offered to the applicants as stated in the section titled ‘Issue

v

Term Description

Related Information’ beginning on page 132 of this Prospectus

Prospectus / Offer Document The Prospectus dated September 1, 2011 issued and filed/to be filed with the ROC in accordance with the Debt Regulations containing inter alia the coupon rate for the NCDs and certain other information

Registrar to the Issue Link Intime India Private Limited

Trustees / Debenture Trustee Trustees for the Debenture Holders in this case being IL&FS Trust Company Limited

∗ The subscription list shall remain open for subscription at the commencement of banking hours and close at the close of banking

hours on the dates indicated above, with an option for early closure or extension by such period, upto a period of 30 days from

the date of opening of the Issue, as may be decided by the Board of our Company subject to necessary approvals. In the event of

such early closure of subscription list of the Issue, our Company shall ensure that public notice of such early closure is

published on or before the day of such early date of closure through advertisement/s in a leading national daily newspaper.

. Technical & Industry Terms

Term Description

AFC Asset Finance Company

ALM Asset Liability Management

ALCO Asset Liability Committee

CAR Capital Adequacy Ratio computed on the basis of applicable RBI requirements

KYC Norms Customer identification procedure for opening of accounts and monitoring transactions of suspicious nature followed by NBFCs for the purpose of reporting it to appropriate authority

LC Loan Company

MSME Micro Small and Medium Enterprises

Non-Deposit Accepting NBFC Directions

Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007

NBFC-D NBFC registered as a deposit accepting NBFC

NBFC-ND NBFC registered as a non-deposit accepting NBFC

NBFC-ND-SI Systemically Important NBFC-ND

Net Interest Income Interest on loans less interest payments

NIM/Net Interest Margin Interest income net of the amount of outgoing interest paid by our Company on our liabilities

NPA Non Performing Asset

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Term Description

Prudential Norms Non-Banking Financial (Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007

Public Deposit Directions The Non-Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions, 1998

SME Small and Medium Enterprises

Standard Assets An asset in respect of which no default in repayment of principal or payment of interest is perceived and which does not disclose any problem nor carry more than normal risk attached to the business.

Tier I Capital Owned funds as reduced by investment in shares of other NBFCs and in shares, debentures, bonds, outstanding loans and advances including hire purchase and lease finance made to and deposits with subsidiaries and companies in the same group exceeding, in aggregate, 10% of the owned fund

Conventional / General Terms

Term Description

AGM Annual General Meeting

AS Accounting Standard

Act The Companies Act, 1956, as amended from time to time

Axis Bank Axis Bank Limited (Formerly known as UTI Bank Limited)

BSE Bombay Stock Exchange Limited

CAGR* Compounded Annual Growth Rate

CDSL Central Depositary Services (India) Limited

CIT Commissioner of Income Tax

DRR Debenture Redemption Reserve

EGM Extraordinary General Meeting

EPS Earnings Per Share

FDI Policy FDI in an Indian company is governed by the provisions of the FEMA read with the FEMA Regulations and the Foreign Direct Investment Policy

FEMA Foreign Exchange Management Act, 1999, as amended from time to time

FEMA Regulations Foreign Exchange Management (Transfer or Issue of Security by a Person Resident Outside India) Regulations, 2000, as amended from time to time

FII/FIIs Foreign Institutional Investor(s)

vii

Term Description

Financial Year / FY Financial Year ending March 31

GDP Gross Domestic Product

GoI Government of India

HUF Hindu Undivided Family

HY Half Year ending September 30

IFRS International Financial Reporting Standards

IFSC Indian Financial System Code

Indian GAAP Generally Accepted Accounting Principles in India

IRDA Insurance Regulatory and Development Authority

IT Act The Income Tax Act, 1961, as amended from time to time

MCA Ministry of Corporate Affairs, Government of India

MICR Magnetic Ink Character Recognition

NECS National Electronic Clearing Services

NEFT National Electronic Funds Transfer

NRI Non Resident Indian

NSDL National Securities Depository Limited

NSE National Stock Exchange of India Limited

PAN Permanent Account Number

RBI The Reserve Bank of India

RBI Act The Reserve Bank of India Act, 1934 , as amended from time to time

RCML Religare Capital Markets Limited

ROC Registrar of Companies

RTGS Real Time Gross Settlement

SCRA Securities Contracts (Regulation) Act, 1956, as amended from time to time

SCRR The Securities Contracts (Regulation) Rules, 1957, as amended from time to time

SEBI The Securities and Exchange Board of India constituted under the Securities

viii

Term Description

and Exchange Board of India Act, 1992

SEBI Act The Securities and Exchange Board of India Act, 1992 as amended from time to time

TDS Tax Deducted at Source

* In this Prospectus all CAGR values have been calculated on the following basis:

ix

FORWARD LOOKING STATEMENTS

Certain statements contained in this Prospectus that are not statements of historical fact constitute “forward-looking statements.” Investors can generally identify forward-looking statements by terminology such as “aim”, “anticipate”, “believe”, “continue”, “could”, “estimate”, “expect”, “intend”, “may”, “objective”, “plan”, “potential”, “project”, “pursue”, “shall”, “should”, “will”, “would”, or other words or phrases of similar import. All statements regarding our Company’s expected financial condition and results of operations and business plans and prospects are forward-looking statements. These forward-looking statements include statements as to our Company’ business strategy, revenue and profitability, planned projects and other matters discussed in this Prospectus that are not historical facts. These forward-looking statements and any other projections contained in this Prospectus (whether made by our Company or any third party) are predictions and involve known and unknown risks, uncertainties, assumptions and other factors that may cause our Company’s actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements or other projections. All forward-looking statements are subject to risks, uncertainties and assumptions about our Company that could cause actual results to differ materially from those contemplated by the relevant forward-looking statement. Important factors that could cause actual results to differ materially from our Company’s expectations include, among others:

• General economic and business conditions in India and globally;

• Our ability to successfully implement our strategy, our growth and expansion plans and technological changes;

• Our ability to compete effectively and access funds at competitive cost;

• Changes in the value of Rupee and other currency changes;

• Unanticipated turbulence in interest rates, equity prices or other rates or prices; the performance of the financial and capital markets in India and globally;

• Availability of funds and willingness of our lenders to lend;

• Changes in political conditions in India;

• The rate of growth of our loan assets;

• The outcome of any legal or regulatory proceedings we are or may become a party to;

• Changes in Indian and/or foreign laws and regulations, including tax, accounting, banking, securities, insurance and other regulations; changes in competition and the pricing environment in India; and regional or general changes in asset valuations;

• Any changes in connection with policies, statutory provisions, regulations and/or RBI directions in connection with NBFCs, including laws that impact our lending rates and our ability to enforce our collateral;

• Emergence of new competitors;

• Growth of micro, small and medium enterprises in India;

• Performance of the Indian debt and equity markets;

• Occurrence of natural calamities or natural disasters affecting the areas in which our Company has operations; and

x

• Other factors discussed in this Prospectus, including under the section titled “Risk Factors” beginning on page 1 of this Prospectus.

All forward-looking statements are subject to risks, uncertainties and assumptions about our Company that could cause actual results and valuations to differ materially from those contemplated by the relevant statement. Additional factors that could cause actual results, performance or achievements to differ materially include, but are not limited to, those discussed under the sections titled “Industry” and “Our Business”. The forward-looking statements contained in this Prospectus are based on the beliefs of management, as well as the assumptions made by and information currently available to management. Although our Company believes that the expectations reflected in such forward-looking statements are reasonable at this time, it cannot assure investors that such expectations will prove to be correct or will hold good at all times. Given these uncertainties, investors are cautioned not to place undue reliance on such forward-looking statements. If any of these risks and uncertainties materialise or if any of our Company’s underlying assumptions prove to be incorrect, our Company’s actual results of operations or financial condition could differ materially from that described herein as anticipated, believed, estimated or expected. All subsequent forward-looking statements attributable to our Company are expressly qualified in their entirety by reference to these cautionary statements. Neither our Company, our Directors and Officers nor any of their respective affiliates have any obligation to update or otherwise revise any statements reflecting circumstances arising after the date hereof or to reflect the occurrence of underlying events, even if the underlying assumptions do not come to fruition.

xi

PRESENTATION OF FINANCIAL AND OTHER INFORMATION

General In this Prospectus, unless the context otherwise indicates or implies, references to “you,” “offeree,” “purchaser,” “subscriber,” “recipient,” “investors” and “potential investor” are to the prospective investors in this Offering, references to our “Company”, the “Company” or the “Issuer” are to Religare Finvest Limited. In this Prospectus, references to “Rs.”, “`” and “Rupees” are to the legal currency of India and “US $” is to the legal currency of the United States. All references herein to the “India” are to the Republic of India and its territories and possessions and all references to “U.S.” or the “United States” are to the United States of America and its territories and possessions and the “Government”, the “Central Government” or the “State Government” are to the Government of India, central or state, as applicable. Except where stated otherwise in this Prospectus, all figures have been expressed in ‘Millions’. All references to ‘million/Million/Mn’ refer to one million, which is equivalent to ‘ten lakhs’ or ‘ten lacs’, the word ‘Lakhs/Lacs/Lac’ means ‘one hundred thousand’ and ‘Crore’ means ‘ten million’ and ‘billion/bn./Billions’ means ‘one hundred crores’. Unless otherwise stated, references in this Prospectus to a particular year are to the calendar year ended on December 31 and to a particular “fiscal” or “fiscal year” are to the fiscal year ended on March 31. Unless otherwise stated all figures pertaining to the financial information in connection with our Company are on an unconsolidated basis. Presentation of Financial Information Our Company publishes its audited financial statements in Rupees. Our Company’s audited financial statements are prepared in accordance with Indian GAAP and the Companies Act. The statement of unconsolidated assets and liabilities of our Company, and the related statement of unconsolidated profit and loss account of our Company and the related statement of unconsolidated cash flow of our Company as at and for the years ended March 31, 2007, 2008, 2009, 2010 and 2011, extracted from the audited unconsolidated financial information as at and for the years ended March 31, 2007, March 31, 2008, March 31, 2009, March 31, 2010, March 31, 2011, as examined by our Company’s Statutory Auditors, Price Waterhouse, Chartered Accountants, (“Summary Financial Information of our Company”), and the statement of unconsolidated assets and liabilities of RHDFCL, and the related statement of unconsolidated profit and loss account of RHDFCL and the related statement of unconsolidated cash flow of RHDFCL as at and for the year ended March 31, 2011, extracted from the audited unconsolidated financial information of RHDFCL as at and for the year ended March 31, 2011, as examined by the Subsidiary Auditors, Price Waterhouse & Co., Chartered Accountants, (“Summary Financial Information of our

Subsidiary”), are included in this Prospectus. The examination reports on the Summary Financial Information of our Company and the Summary Financial Information of our Subsidiary, as issued by our Company’s Statutory Auditors, Price Waterhouse, Chartered Accountants, and the Subsidiary Auditors, Price Waterhouse & Co., Chartered Accountants, respectively, are included in this Prospectus in the section titled “Financial Information” beginning on page 122 of this Prospectus. Any discrepancies in the tables included herein between the amounts listed and the totals thereof are due to rounding off.

Unless stated otherwise, macroeconomic and industry data used throughout this Prospectus has been obtained from publications prepared by providers of industry information, government sources and multilateral institutions. Such publications generally state that the information contained therein has been obtained from sources believed to be reliable but that their accuracy and completeness are not guaranteed and their reliability cannot be assured. Although the Issuer believes that industry data used in this Prospectus is reliable, it has not been independently verified.

1

SECTION II : RISK FACTORS

Prospective investors should carefully consider the risks and uncertainties described below, in addition to the other

information contained in this Prospectus before making any investment decision relating to the NCDs. If any of the

following risks or other risks that are not currently known or are now deemed immaterial, actually occur, our

business, financial condition and result of operation could suffer, the trading price of the NCDs could decline and you

may lose your all or part of your interest and / or redemption amounts. Unless otherwise stated in the relevant risk

factors set forth below, we are not in a position to specify or quantify the financial or other implications of any of the

risks mentioned herein. The ordering of the risk factors is intended to facilitate ease of reading and reference and does

not in any manner indicate the importance of one risk factor over another.

This Prospectus contains forward looking statements that involve risk and uncertainties. Our Company’s actual results

could differ materially from those anticipated in these forward looking statements as a result of several factors,

including the considerations described below and elsewhere in this Prospectus.

Investors are advised to read the following risk factors carefully before making an investment in the NCDs offered in

this Issue. You must rely on your own examination of our Company and this Issue, including the risks and

uncertainties involved.

INTERNAL RISK FACTORS

Risks relating to our Company and its Business

1. Our financial performance is particularly vulnerable to interest rate volatility.

Our results of operations are substantially dependent upon the level of our Net Interest Margins. Interest income from our financing activities is the largest component of our total income, and constituted 75.09 % and 78.98 % of our total income in fiscal 2010 and fiscal 2011, respectively. As of March 31, 2011, our loan book was ` 89,669.27 million. We borrow and lend funds on both fixed and floating rates. Volatility in interest rates can materially and adversely affect our financial performance. In a rising interest rate environment, if the yield on our interest-earning assets does not increase simultaneously with or to the same extent as our cost of funds, or, in a declining interest rate environment, if our cost of funds does not decline simultaneously or to the same extent as the yield on our interest-earning assets, our net interest income and net interest margin would be adversely impacted. Additional risks arising from increasing interest rates, among others, include:

• increases in the rates of interest charged on various loans in our loan portfolio, which could result in the extension of loan maturities and higher monthly installments due from borrowers which, in turn, could result in higher rates of default;

• reductions in the volume of loan assets as a result of clients' inability to service high interest rate payments; and

• inability to increase the customer rates on our floating rate asset pool, commensurate to the increase in our cost of borrowings.

Accordingly, our operations are susceptible to fluctuations in interest rates. Interest rates are highly sensitive and fluctuations thereof are dependent upon many factors which are beyond our control, including the monetary policies of the RBI, de-regulation of the financial services sector in India, domestic and international economic and political conditions, inflation and other factors. Rise in inflation, and consequent changes in Bank rates, Repo rates and Reverse Repo rates by the RBI has led to an increase in interest rates on loans provided by banks and financial institutions, and market interest rates in India have been volatile in recent periods.

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2. Our business requires substantial capital, and any disruption in funding sources would have a material

adverse effect on our liquidity and financial condition.

As a finance company, our liquidity and ongoing profitability are, in large part, dependent upon our timely access to, and the costs associated with, raising capital. Our funding requirements historically have been met from a combination of loans from banks and financial institutions, issuance of redeemable non-convertible debentures, the issue of subordinated bonds and commercial paper. Thus, our business depends and will continue to depend on our ability to access diversified funding sources. Our ability to raise funds on acceptable terms and at competitive rates continues to depend on various factors including our credit ratings, the regulatory environment and policy initiatives in India, developments in the international markets affecting the Indian economy, investors' and/or lenders' perception of demand for debt and equity securities of NBFCs, and our current and future results of operations and financial condition. Changes in economic and financial conditions or continuing lack of liquidity in the market could make it difficult for us to access funds at competitive rates. As an NBFC, we also face certain restrictions on our ability to raise money from international markets which may further constrain our ability to raise funds at attractive rates. Such conditions may occur again in the future and may lead to a disruption in our primary funding sources at competitive costs and would have a material adverse effect on our liquidity and financial condition.

3. High levels of customer defaults could adversely affect our business, financial condition and results of

operations.

Our business involves lending money and accordingly we are subject to customer default risks including default or delay in repayment of principal and/or interest on our loans. Customers may default on their obligations to us as a result of various factors including bankruptcy, lack of liquidity, lack of business and operational failure. If borrowers fail to repay loans in a timely manner or at all, our financial condition and results of operations will be adversely impacted. In addition, customer portfolio consists of small and medium enterprises and other factions of the under-banked community who do not typically have easy access to financing from commercial banks or other organized lenders and often have limited credit history. Such borrowers generally are less financially resilient than larger corporate borrowers, and, as a result, they can be more adversely affected by declining economic conditions. In addition, we may not receive updated information regarding any change in the financial condition of our customers or may receive inaccurate or incomplete information as a result of any fraudulent misrepresentation on the part of our customers. Furthermore, unlike several developed economies, a nationwide credit bureau has only recently become operational in India, so there is less financial information available about the creditworthiness of our customers. It is therefore difficult to carry out precise credit risk analyses on our clients. Although we believe that our risk management controls are sufficient, we cannot be certain that they will continue to be sufficient or that additional risk management policies for individual borrowers will not be required. Failure to continuously monitor the loan contracts, could adversely affect our credit portfolio which could have a material and adverse effect on our results of operations and financial condition.

4. We may not be able to recover, on a timely basis or at all, the full value of collateral or amounts which are

sufficient to cover the outstanding amounts due under defaulted loans.

Out of our Company’s total gross loan portfolio (excluding inter-corporate deposits) of ` 79,346.21 million as at March 31, 2011, 91 % of the aggregate gross value of our loan book of ` 72,483.49 million is secured by collaterals. The value of collaterals is dependant on various factors inter-alia including (i) prevailing market conditions, (ii) the general economic and political conditions in India, (iii) growth of the real estate markets in India and the areas in which we operate, and (iv) any change in statutory and/or regulatory requirements in connection with the real estate or the housing finance sectors.

Delays in bankruptcy and foreclosure proceedings, any defect in the title in connection with the collateral and the necessity of obtaining regulatory approvals for the enforcement of such collaterals may affect the

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valuation of the collateral and consequently our Company may not be able to recover the full value of the collateral for the loans provided by us, in a timely manner or at all.

The value of the security provided to us, may be subject to reduction in value on account of other extraneous reasons. Consequently, the realizable value of the security for the loans provided by us, when liquidated, may be lower than principal amount outstanding along with interest and other costs recoverable from such customers.

Any default in repayment of the outstanding credit obligations by our customers may expose us to losses. A failure or delay to recover the expected value from sale of collateral security could expose us to a potential loss. Any such losses could adversely affect our financial condition and results of operations. Furthermore, enforcing our legal rights by litigating against defaulting customers is generally a slow and potentially expensive process in India. Accordingly, it may be difficult for us to recover amounts owed by defaulting customers in a timely manner or at all.

5. Our significant indebtedness and the conditions and restrictions imposed by our financing arrangements

could restrict our ability to conduct our business and operations in the manner we desire.

As of March 31, 2011, we had outstanding secured loans of ` 52,256.61 million and unsecured loans of ` 37,852.06 million and we will continue to incur additional indebtedness in the future. Most of our borrowings are secured by our assets. Our significant indebtedness could have several important consequences, including but not limited to the following:

• a portion of our cash flow may be used towards repayment of our existing debt, which will reduce the availability of our cash flow to fund working capital, capital expenditures, acquisitions and other general corporate requirements;

• our ability to obtain additional financing in the future at reasonable terms may be restricted or our cost of borrowings may increase due to sudden adverse market conditions, including decreased availability of credit or fluctuations in interest rates;

• fluctuations in market interest rates may affect the cost of our borrowings as some of our indebtedness are at variable interest rates;

• there could be a material adverse effect on our business, financial condition and results of operations if we are unable to service our indebtedness or otherwise comply with financial and other covenants specified in the financing agreements; and

• we may be more vulnerable to economic downturns, may be limited in our ability to withstand competitive pressures and may have reduced flexibility in responding to changing business, regulatory and economic conditions.

Some of our financing agreements also include various conditions and covenants that require us to obtain lender consents prior to carrying out certain activities and entering into certain transactions. Failure to meet these conditions or obtain these consents could have significant consequences on our business and operations. Specifically, under some of our financing agreements, we require, and may be unable to obtain, consents from the relevant lenders for, among others, the following matters: entering into any scheme of merger; spinning-off of a business division; selling or transferring all or a substantial portion of our assets; making any change in ownership or control or constitution of our Company; making amendments in our Memorandum and Articles of Association impacting the lenders/debentures holder’s rights; creating any further security interest on the assets upon which the existing lenders have a prior charge; and raising funds by way of any fresh debt capital issue. Certain of our financing agreements also contain certain financial covenants including the requirement to maintain, among others, specified debt-to-equity ratios, debt-to-net worth ratios, or Tier I to Tier II capital ratios that may be higher than statutory or regulatory requirements. These covenants vary depending on the requirements of the financial institution extending the loan and the conditions negotiated under each financing document. Such covenants may restrict or delay certain actions or initiatives that we may propose to take from time to time. Notably, our Company has recieved no-objection/consents from the relevant lenders in connection with the

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Issue and for creation of a pari-passu charge pursuant thereto. A failure to observe the covenants under our financing arrangements or to obtain necessary consents required thereunder may lead to the termination of our credit facilities, acceleration of all amounts due under such facilities and the enforcement of any security provided. Any acceleration of amounts due under such facilities may also trigger cross default provisions under our other financing agreements. If the obligations under any of our financing documents are accelerated, we may have to dedicate a substantial portion of our cash flow from operations to make payments under such financing documents, thereby reducing the availability of cash for our working capital requirements and other general corporate purposes. Further, during any period in which we are in default, we may be unable to raise, or face difficulties raising, further financing. Any of these circumstances could adversely affect our business, credit rating and financial condition and results of operations. Moreover, any such action initiated by our lenders could result in the price of our NCDs being adversely affected.

6. Our growth in profitability is dependant on the continued growth of our loan portfolio. Our inability to

resourcefully manage our loan portfolio could affect our operations and profitability.

Changes in market interest rates could affect the interest rates charged on our interest-earning assets differently from the interest rates paid on our interest-bearing liabilities and also affect the value of our investments. This difference could result in an increase in interest expense relative to interest income, leading to a reduction in our net interest income and net interest margin. In addition, a rise in interest rates could negatively affect demand for our loans and other products. Our loan book has increased at a CAGR of 73.75% from ` 5,661.98 million as at March 31, 2007 to ` 89,669.27 million as at March 31, 2011. If we are unable to continue to maintain or grow our loan portfolio, in particular, during periods of sustained interest rate declines, our growth in profitability may be adversely affected.

7. Our customer base significantly comprises individuals and/or small and medium enterprise segment

borrowers, who generally are more likely to be affected by declining economic conditions than larger

corporate borrowers.

Individuals belonging to the salaried class and small and medium enterprise segment borrowers generally are less financially resilient than larger corporate borrowers, and, as a result, they can be more adversely affected by declining economic conditions. In addition, a significant majority of our customer base belongs to the small and medium enterprises sector. Furthermore, unlike several developed economies, a nationwide credit bureau has only recently become operational in India, so there is less financial information available about individuals and/or small and medium enterprises, particularly our focus customer segment from the low to medium income group who typically have limited access to other financing sources. It is therefore difficult to carry out precise credit risk analyses on our customers. Although we believe that our risk management controls are sufficient, we cannot be certain that they will continue to be sufficient or that additional risk management policies for individual and/or small and medium enterprise borrowers will not be required. Failure to maintain sufficient credit assessment policies, particularly for small and medium enterprise borrowers, could adversely affect our credit portfolio which could have a material and adverse effect on our results of operations and financial condition.

8. We face increasing competition in our business which may result in declining margins if we are unable to

compete effectively.

We face competition in all our lines of business. Our primary competitors are other NBFCs, public sector banks, private sector banks, co-operative banks and foreign banks and the unorganized financiers who principally operate in the local markets. Over the past few years, the retail financing area has seen the entry of banks, both domestic as well as foreign. Banks have access to low cost funds which enables them to enjoy higher margins and / or offer finance at lower rates. NBFCs do not have access to large quantities of low cost deposits, a factor which can render them less competitive. In addition, interest rate deregulation and other liberalization measures affecting the retail and small and medium enterprises finance sector, together with increased demand for capital by individuals as well as small and medium enterprises, have resulted in an increase in competition.

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All of these factors have resulted in us facing increased competition from other lenders in each of our lines of businesses, including commercial banks and other NBFCs. Our ability to compete effectively will depend, to some extent, on our ability to raise low-cost funding in the future. Furthermore, as a result of increased competition in the finance sector, finance products are becoming increasingly standardized and variable interest rate and payment terms and lower processing fees are becoming increasingly common in the finance sector in India. There can be no assurance that we will be able to react effectively to these or other market developments or compete effectively with new and existing players in the increasingly competitive finance industry. Increasing competition may have an adverse effect on our net interest margin, and, if we are unable to compete successfully, our market share may decline. If we are unable to compete effectively with other participants in the finance sector, our business, future financial performance and the trading price of the NCDs may be adversely affected.

9. We are exposed to operational risks, including employee negligence, petty theft, burglary and

embezzlement and fraud by employees, agents, customers or third parties, which could harm our results of

operations and financial position.

Large cash transactions expose us to the risk of theft, burglary and misappropriation or unauthorized transactions by our employees and fraud by employees, agents, customers or third parties. Our insurance policies, security systems and measures undertaken to detect and prevent these risks may not be sufficient to prevent or deter such activities in all cases, which may adversely affect our operations and profitability. Further, we may be subject to regulatory or other proceedings in connection with any unauthorized transaction, fraud or misappropriation by our representatives and employees, which could adversely affect our goodwill.

10. We may not be able to successfully sustain our growth strategy.

We have demonstrated consistent growth in our business and in our profitability. Our loan book has grown by a compounded annual growth rate, or CAGR, of 73.75 % from ` 5,661.98 million as of March 31, 2007 to ` 89,669.27 million as of March 31, 2011. Our capital adequacy ratio as of March 31, 2011 computed on the basis of applicable RBI requirements was 16.16 %, compared to the RBI stipulated minimum requirement of 15.00%. Our Tier I capital as of March 31, 2011 was ` 14,990.17 million. Our Gross NPAs as a percentage of Total Loan Assets were 0.10 % as of March 31, 2011. Our Net NPAs as a percentage of Net Loan Assets was 0.02 % as of March 31, 2011. Our total income increased from ` 973.25 million in fiscal 2007 to ` 11,631.50 million in fiscal 2011 at a CAGR of 64.24 %. Our net profit after tax increased from ` 189.43 million in fiscal 2007 to ` 1,147.75 million in fiscal 2011, at a CAGR of 43.38 %. Our growth strategy includes growing our loan book and expanding our customer base. There can be no assurance that we will be able to sustain our growth strategy successfully or that we will be able to expand further or diversify our product portfolio. If we grow our loan book too rapidly or fail to make proper assessments of credit risks associated with new borrowers, a higher percentage of our loans may become non-performing, which would have a negative impact on the quality of our assets and our financial condition. We also face a number of operational risks in executing our growth strategy. We have experienced growth in each of our lines of business particularly in connection with loans to the small and medium enterprises segment and loans against securities businesses, our branch network has expanded significantly, we are entering into new, smaller towns and cities within India as part of our growth strategy and gradually introducing all our products in each of our branches. Our rapid growth exposes us to a wide range of increased risks, including business risks, such as the possibility that a number of our impaired loans may grow faster than anticipated, as well as operational risks, fraud risks and regulatory and legal risks. Moreover, our ability to sustain our rate of growth depends significantly upon our ability to manage key issues such as selecting and retaining key managerial personnel, maintaining effective risk management policies, continuing to offer products which are relevant to our target base of clients, developing managerial experience to address emerging challenges and ensuring a high standard of client service. We will need to recruit new employees, who will have to be trained and integrated into our operations. We will also have to train existing employees to adhere properly to internal controls and

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risk management procedures. Failure to train our employees properly may result in an increase in employee attrition rates, require additional hiring, erode the quality of customer service, divert management resources, increase our exposure to high-risk credit and impose significant costs on us.

11. We provide loans against securities to our customers, the repayment of which is secured by a pledge of

securities held by such customers. If we have to enforce such pledges and if at the time of such

enforcement the market value of the pledged securities have fallen to a level where we are unable to

recover the monies lent by us, along with interest accrued thereon and associated costs, the results of our

operations would be adversely affected.

Our loans against securities involve offering loans secured by a pledge of securities held by our customers. Although we believe that we generally maintain a sufficient margin in the collateral value, if we have to enforce such pledges and if at the time of such enforcement, due to adverse market conditions, the market value of the pledged securities have fallen to a level where we are unable to recover the monies lent by us, along with interest accrued thereon and associated costs, the results of our operations would be adversely affected.

12. We have limited operating experience in the housing finance business and accordingly, we may not be able

to successfully implement our growth strategy in connection with the housing finance business.

For the purpose of consolidation of our lending portfolios, our Company acquired 34,998,250 equity shares of ` 10 each of RHDFCL, representing 87.50% of the paid-up equity share capital of RHDFCL on December 3, 2010, for an amount aggregating to ` 973.34 million from our Promoter. Accordingly with effect from December 3, 2010, RHDFCL has become a subsidiary of our Company. We cannot assure that our foray into the housing finance business would yield favorable or expected results as our overall profitability and success will be subject to various factors including, among others, our ability to effectively recruit, retain and motivate appropriate managerial talent, our inexperience in the housing finance sector and ability to compete with banks, housing finance companies and other financial institutions that are already well established in this market segment as well as our ability to effectively absorb additional infrastructure costs. Further if RHDFCL is unable to procure sufficient capital for the purposes of its operations in a timely manner or at all, our Company may be required to infuse capital through debt and/or equity investments in RHDFCL from time to time, which may require us to divert our funds which otherwise would have been utilized for our financing activities. Such investments in RHDFCL may adversely affect our results of operations and financial condition.

13. We may experience difficulties in expanding our business into new regions and markets in India and

introducing our complete range of products in each of our branches.

As part of our growth strategy, we continue to evaluate attractive growth opportunities to expand our business into new regions and markets in India. Factors such as competition, culture, regulatory regimes, business practices and customs and customer requirements in these new markets may differ from those in our current markets and our experience in our current markets may not be applicable to these new markets. In addition, as we enter new markets and geographical regions, we are likely to compete with other banks and financial institutions that already have a presence in those geographies and markets and are therefore more familiar with local regulations, business practices and customs and have stronger relationships with customers. Our business may be exposed to various additional challenges including obtaining necessary governmental approvals, identifying and collaborating with local business and partners with whom we may have no previous working relationship; successfully gauging market conditions in local markets with which we have no previous familiarity; attracting potential customers in a market in which we do not have significant experience or visibility; being susceptible to local taxation in additional geographical areas of India and adapting our marketing strategy and operations to different regions of India in which different languages are

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spoken. Our inability to expand our current operations may adversely affect our business prospects, financial conditions and results of operations.

14. Any downgrade of our credit ratings would increase borrowing costs and constrain our access to capital

and lending markets and, as a result, would negatively affect our net interest margin and our business.

In relation to our long-term debt instruments, we currently have ratings of ‘CARE AA-’ for an amount upto ` 7,000 million from Credit Analysis and Research Limited (“CARE”) and ‘[ICRA] AA-(stable)’ for an amount upto ` 10,500 million from ICRA Limited, (“ICRA”). In relation to our bank loan funding, our long term bank loan rating has been rated as ‘[ICRA] AA-’ for an amount upto ` 75,000 million and our short term bank loan rating has been rated as ‘[ICRA] A1+’ for an amount upto ` 4,500 million by ICRA. In relation to our short-term debt instruments, we have also received ratings of ‘[ICRA] A1+’ for an amount upto ` 50,000 million by ICRA. Our Tier II Subordinate Debt Instrument has been rated as ‘Fitch AA- (ind) / Outlook: Negative’ for an amount upto ` 4,000 million by Fitch and ‘[ICRA] AA-(stable)’ for an amount upto ` 4,500 million by ICRA. Our Non-Convertible Cumulative Redeemable Preference Share Instrument has been rated as ‘[ICRA] A+(stable)’ for an amount upto ` 1,250 million by ICRA. The NCDs proposed to be issued under this Issue have been rated ‘[ICRA] AA-’ by ICRA for an amount of upto ` 10,000 million vide its letter dated August 12, 2011, and ‘CARE AA-’ by CARE for an amount of upto ` 8,000 million vide its letter dated August 17, 2011. The rating of the NCDs by ICRA indicates high degree of safety regarding timely servicing of financial obligations and carrying very low credit risk. The rating of the NCDs by CARE indicates high degree of safety regarding timely servicing of financial obligations and carrying very low credit risk. The ratings provided by ICRA and/or CARE may be suspended, withdrawn or revised at any time by the assigning rating agency and should be evaluated independently of any other rating. Any downgrade of our credit ratings would increase borrowing costs and constrain our access to capital and debt markets and, as a result, would negatively affect our net interest margin and our business. In addition, downgrades of our credit ratings could increase the possibility of additional terms and conditions being added to any additional financing or refinancing arrangements in the future. Any such adverse development could adversely affect our business, financial condition and results of operations.

15. If we are unable to manage the level of NPAs in our Loan Assets, our financial position and results of

operations may suffer.

Our Gross NPAs as a percentage of Total Loan Assets were 0.10 % and 0.35 % as of March 31, 2011 and March 31, 2010 respectively, while our Net NPAs as a percentage of Net Loan Assets were 0.02 % and 0.12 % as of March 31, 2011 and March 31, 2010, respectively. We cannot be sure that we will be able to improve our collections and recoveries in relation to our NPAs or otherwise adequately control our level of NPAs in future. Moreover, as our loan portfolio matures, we may experience greater defaults in principal and/or interest repayments. Thus, if we are not able to control or reduce our level of NPAs, the overall quality of our loan portfolio may deteriorate and our results of operations may be adversely affected. Furthermore, our current provisions may not be adequate when compared to the loan portfolios of other financial institutions. Moreover, there also can be no assurance that there will be no further deterioration in our provisioning coverage as a percentage of Gross NPAs or otherwise, or that the percentage of NPAs that we will be able to recover will be similar to our past experience of recoveries of NPAs. In the event of any further deterioration in our NPA portfolio, there could be an even greater, adverse impact on our results of operations.

16. A decline in our capital adequacy ratio could restrict our future business growth.

All non-deposit taking NBFCs are required to maintain a minimum capital adequacy ratio, consisting of Tier I and Tier II capital of not less than 15.00% with effect from March 31, 2011, of its aggregate risk weighted assets on balance sheet and risk adjusted value of off-balance sheet items. Our capital adequacy ratio computed on the basis of applicable RBI requirements was 16.16 % as of March 31, 2011, with Tier I capital comprising 14.88 %. If we continue to grow our loan portfolio and asset base, we will be required to raise additional Tier I and Tier II capital in order to continue to meet applicable capital adequacy ratios with respect to our business. There can be no assurance that we will be able to raise adequate additional capital in the future on terms favorable to us or at all and this may adversely affect the growth of our business.

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17. A significant portion of our disbursements comprise loans against property, commercial asset funding

(which includes commercial vehicle loans and equipment finance), automobile leasing, and small and

medium enterprises working capital loans. Any adverse developments in these sectors would adversely

affect our results of operations.

A significant portion of our disbursements comprise loans against property, commercial asset funding (which includes commercial vehicle loans and equipment finance), automobile leasing, and small and medium enterprises working capital loans.

The demand for commercial vehicles and growth in equipment financing for various industries depends on a number of factors including macroeconomic conditions in India. As at June 30, 2011, our total book size for commercial asset finance was ` 16,843.94 million, which comprised 17 % of our total loan book.

Further, our loans against property business is impacted by the conditions affecting the real estate market in

India. As at June 30, 2011, our total book size was ` 36,186.77 million, which comprised 36 % of our total loan book. Performance of small and medium enterprises also depends on various factors such as economic conditions, government policies and regulations, availability of credit and the performance of other industries on which such small and medium enterprises are dependent upon, which in turn affects the performance of our loan book comprising of working capital loans disbursed to small and medium enterprises. As at June 30, 2011, our total book size for this product was ` 7,729.28 million, which comprised 8 % of our total loan book. Any deterioration in the commercial vehicle sector or housing and property market and in the demand for equipment financing may result in retarding the growth of our loan book, which in turn could result in a material adverse effect on our business, financial condition and results of operations.

18. The small and medium scale enterprises to which we provide loans may not perform and we may not be

able to control the non-performance of such companies.

We provide loans to select growing small and medium enterprises against the assets owned and profits made by such companies. We do not manage, operate or control such companies and have no control over how their functions or operations. These investments will be subject to the risk that such companies may make business, financial or management decisions with which we do not agree, or that the majority shareholders or the management of such companies may take business, financial or management decisions that may be adverse to, or otherwise act in a manner that does not serve, our interest. The repayment of the loans extended to such companies will depend to a significant extent on the specific management team of the relevant debtor company. The actions taken by the management of our customers may lead to significant losses, affecting their ability to repay our loans and consequently adversely affect our financial performance.

19. Our business is based on the trust and confidence of our customers; any damage to that trust and

confidence may materially and adversely affect our business, future financial performance and results of

operations.

We are dedicated to earning and maintaining the trust and confidence of our customers and we believe that the good reputation created thereby and inherent in the "Religare" brand name is essential to our business. The reputation of our Company and/or the “Religare” brand could be adversely affected by any threatened and/or legal proceedings and/or any negative publicity or news articles in connection with our Company or the Religare Group. As such, any damage to our reputation, or that of the "Religare" brand name, could substantially impair our ability to maintain or grow our business. In addition, any action on the part of any of the Religare Group entities that negatively impact the "Religare" brand could have a material adverse effect on our business, future financial performance and results of operations.

20. The trade mark/service mark and logo in connection with the “Religare” brand which we use is licensed

and consequently, any termination or non-renewal of such license may adversely affect our goodwill,

operations and profitability.

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Pursuant to a license user agreement dated January 4, 2006, (“License Agreement”), between our Promoter, REL and Ranbaxy Holding Company (now RHC Holding Private Limited), we (in our capacity as a subsidiary of REL) are entitled to an exclusive license and right to use the brand name “Religare” and the associated trademarks for our financial services business, (“Trademarks”). REL has the right to use the Trademarks for a period of 5 (five) years effective from April 1, 2006 upto March 31, 2011, after which it will be automatically renewable for a further period of five years on the existing terms and conditions, unless determined with mutual consent six months prior to March 31, 2011. Further, the renewal for such further periods shall be on such terms and conditions as may be mutually agreed by the parties, one year prior to the expiry of the last renewed tenure of this License Agreement. Pursuant to an amendment agreement dated October 1, 2010 the aforesaid License Agreement was extended for a period of five years from April 1, 2011 upto March 31, 2016. Our Company is entitled to use the Trademarks so long as our Company remains an affiliate, subsidiary, group company, sister concern, or an entity with which REL has or may have any strategic alliance, joint venture, partnership or other arrangements, incidental to financial services business. In the event such license agreement is terminated or is not renewed or extended in the future, we may not be entitled to use the brand name “Religare” and the Trademarks in connection with our operations. Consequently, we will not be able to derive the goodwill that we have been enjoying under the “Religare” brand. Further, if we cease to be an affiliate, subsidiary, group company, sister concern, or an entity with which REL has or may have any strategic alliance, joint venture, partnership or other arrangements, incidental to financial services business on account of any change in control or other circumstances we will not be entitled to use such Trademarks. We operate in a competitive environment and we believe that our brand recognition is a significant competitive advantage to us. If the license and user agreement is not renewed or terminated, we may need to change our name, trade mark/service mark or the logo. Any such change could require us to incur additional costs and may adversely impact our goodwill, business prospects and results of operations.

21. System failures or inadequacy and security breaches in computer systems may adversely affect our

business.

Our business is increasingly dependent on our ability to process, on a daily basis, a large number of transactions. Our financial, accounting or other data processing systems may fail to operate adequately or become disabled as a result of events that are wholly or partially beyond our control including a disruption of electrical or communications services. Our ability to operate and remain competitive will depend in part on our ability to maintain and upgrade our information technology systems on a timely and cost-effective basis. The information available to and received by our management through our existing systems may not be timely and sufficient to manage risks or to plan for and respond to changes in market conditions and other developments in our operations. We may experience difficulties in upgrading, developing and expanding our systems quickly enough to accommodate our growing customer base and range of products. Our operations also rely on the secure processing, storage and transmission of confidential and other information in our computer systems and networks. Our computer systems, software and networks may be vulnerable to unauthorized access, computer viruses or other malicious code and other events that could compromise data integrity and security. Any failure to effectively maintain or improve or upgrade our management information systems in a timely manner could materially and adversely affect our competitiveness, financial position and results of operations. Moreover, if any of these systems do not operate properly or are disabled or if there are other shortcomings or failures in our internal processes or systems, it could affect our operations or result in financial loss, disruption of our businesses, regulatory intervention or damage to our reputation. In addition, our ability to conduct business may be adversely impacted by a disruption in the infrastructure that supports our businesses and the localities in which we are located.

22. We may not be able to maintain our current levels of profitability due to increased costs or reduced

spreads.

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Our business strategy involves a relatively high level of ongoing interaction with our customers. We believe that this involvement is an important part of developing our relationship with our customers, identifying new cross-selling opportunities and monitoring our performance. However, this level of involvement also entails higher levels of costs and also requires a relatively higher gross spread, or margin, on the finance products we offer in order to maintain profitability. There can be no assurance that we will be able to maintain our current levels of profitability if the gross spreads on our finance products were to reduce substantially, which could adversely affect our results of operations.

23. We face asset-liability mismatches which could affect our liquidity and consequently may adversely affect

our operations and profitability.

We face potential liquidity risks due to varying periods over which our assets and liabilities mature. As is typical for NBFCs, a portion of our funding requirements is met through short-term funding sources such as bank loans, working capital demand loans, cash credit, short term loans and commercial papers. However, each of our products differs in terms of the average tenor, average yield, average interest rates and average size of loan. The average tenor of our products may not match with the average tenor of our liabilities. Consequently, our inability to obtain additional credit facilities or renew our existing credit facilities, in a timely and cost-effective manner or at all, may lead to mismatches between our assets and liabilities, which in turn may adversely affect our operations and financial performance. Further, mismatches between our assets and liabilities are compounded in case of pre-payments of the financing facilities we grant to our customers.

24. Any change in control of our Promoters and/or any disassociation of our Company from the Religare

Group could adversely affect our operations and profitability.

As of June 30, 2011, Religare Enterprises Limited holds 100 % of the paid up share capital of our Company. If Religare Enterprises Limited ceases to exercise majority control over our Company as a result of any transfer of shares or otherwise, our ability to derive any benefit from the brand name “Religare” and our goodwill as a part of the Religare Group of companies may be adversely affected, which in turn could adversely affect our business and results of operations. Any such change of control could also significantly influence our business policies and operations. Any disassociation of our Company from the Religare Group and/or our inability to have access to the infrastructure provided by other companies in the Religare Group could adversely affect our ability to attract customers and to expand our business, which in turn could adversely affect our goodwill, operations and profitability.

25. We have certain contingent liabilities which may adversely affect our financial condition.

As of March 31, 2011, we had certain contingent liabilities not provided for. For further information on such contingent liabilities, please see Annexure VI to the Summary Financial Information of our Company. In the event that any of these contingent liabilities materialize, our financial condition may be adversely affected.

26. SEBI in the past has imposed a penalty on our Company. Any such penal actions initiated, threatened

and/or taken by SEBI and/or any other statutory and/or regulatory authorities against our Company could

adversely affect our reputation, operations and profitability.

Vide an order dated March 17, 2011, the adjudication officer appointed by SEBI has levied a penalty of ` 0.10 million on our Company for alleged violations of SEBI (Substantial Acquisition of Shares and Takeover) Regulations, 1997 and SEBI (Prohibition of Insider Trading) Regulations, 1992. SEBI has also in the past sought detailed reasons and documents in respect of certain off-market trades involving our Company which has been duly responded to by us. For further details please refer to the section titled “Pending Proceedings and Statutory Defaults” beginning on page 160 of this Prospectus. Any such penal actions initiated, threatened and/or taken by SEBI and/or any other statutory and/or regulatory authorities against our Company could adversely affect our reputation, operations and profitability.

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27. We are involved in various legal and other proceedings that if determined against us could have a material

adverse effect on our financial condition and results of operations.

We are currently involved in a number of legal proceedings arising in the ordinary course of our business. These proceedings are pending at different levels of adjudication before various courts and tribunals, primarily relating to civil suits and tax disputes. For further information relating to certain significant legal proceedings that we are involved in, please refer to the section titled “Pending Proceedings and Statutory

Defaults” beginning on page 160 of this Prospectus. An adverse decision in these proceedings could materially and adversely affect our business, financial condition and results of operations.

28. We may have to comply with strict regulations and guidelines issued by regulatory authorities in India.

We are regulated principally by and have reporting obligations to the RBI. We are also subject to the corporate, taxation and other laws in effect in India. The regulatory and legal framework governing us may continue to change as India’s economy and commercial and financial markets evolve. In recent years, existing rules and regulations have been modified, new rules and regulations have been enacted and reforms have been implemented which are intended to provide tighter control and more transparency in India’s asset finance sector. Further, RBI may increase the minimum capital adequacy requirement for non-deposit taking NBFCs such as us. Compliance with many of the regulations applicable to our operations may involve significant costs and otherwise may impose restrictions on our operations. If the interpretation of the regulators and authorities varies from our interpretation, we may be subject to penalties and the business of our Company could be adversely affected. There can be no assurance that changes in these regulations and the enforcement of existing and future rules by governmental and regulatory authorities will not adversely affect our business and future financial performance.

29. Our ability to assess, monitor and manage risks inherent in our business differs from the standards of

some of our counterparts in India and in some developed countries.

We are exposed to a variety of risks, including liquidity risk, interest rate risk, credit risk, operational risk and legal risk. The effectiveness of our risk management is limited by the quality and timeliness of available data. Our hedging strategies and other risk management techniques may not be fully effective in mitigating our risks in all market environments or against all types of risk, including risks that are unidentified or unanticipated. Some methods of managing risks are based upon observed historical market behavior. As a result, these methods may not predict future risk exposures, which could be greater than the historical measures indicated. Other risk management methods depend upon an evaluation of information regarding markets, customers or other matters. This information may not in all cases be accurate, complete, current, or properly evaluated. Management of operational, legal or regulatory risk requires, among other things, policies and procedures to properly record and verify a number of transactions and events. Although we have established these policies and procedures, they may not be fully effective. Our future success will depend, in part, on our ability to respond to new technological advances and evolving NBFC and retail finance sector standards and practices on a cost-effective and timely basis. The development and implementation of such technology entails significant technical and business risks. There can be no assurance that we will successfully implement new technologies or adapt our transaction-processing systems to customer requirements or evolving market standards.

30. We have entered into certain related party transactions and may continue to do so in the future.

We have entered into transactions with related parties, within the meaning of AS 18 as notified by the Companies (Accounting Standards) Rules, 2006. For further information on our related party transactions please see the section titled “Financial Information” beginning on page 122 of this Prospectus. Such transactions may give rise to current or potential conflicts of interest with respect to dealings between us and

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such related parties. Additionally, there can be no assurance that any dispute that may arise between us and related parties will be resolved in our favor.

31. Any failure by us to identify, manage, complete and integrate acquisitions, divestitures and other

significant transactions successfully could adversely affect our results of operations, business and

prospects.

As part of our business strategy, we may acquire complementary companies or businesses, divest non-core businesses or assets, enter into strategic alliances and joint ventures and make investments to further our business. In order to pursue this strategy successfully, we must identify suitable candidates for and successfully complete such transactions, some of which may be large and complex, and manage the integration of acquired companies or employees. We may not fully realize all of the anticipated benefits of any such transaction within the anticipated timeframe or at all. Any increased or unexpected costs, unanticipated delays or failure to achieve contractual obligations could make such transactions less profitable or unprofitable. Managing business combination and investment transactions requires varying levels of management resources, which may divert our attention from other business operations, may result in significant costs and expenses and charges to earnings. The challenges involved in integration include:

• combining product offerings and entering into new markets in which we are not experienced;

• consolidating and maintaining relationships with customers;

• consolidating and rationalizing transaction processes and corporate and IT infrastructure;

• integrating employees and managing employee issues;

• coordinating and combining administrative and other operations and relationships with third parties in accordance with applicable laws and other obligations while maintaining adequate standards, controls and procedures;

• achieving savings from infrastructure integration; and

• managing other business, infrastructure and operational integration issues. 32. Our success depends in large part upon our management team and key personnel and our ability to attract,

train and retain such persons.

Our ability to sustain our rate of growth depends significantly upon our ability to manage key issues such as selecting and retaining key managerial personnel, developing managerial experience to address emerging challenges and ensuring a high standard of client service. In order to be successful, we must attract, train, motivate and retain highly skilled employees, especially branch managers and product executives. If we cannot hire additional qualified personnel or retain them, our ability to expand our business will be impaired and our revenue could decline. We will need to recruit new employees, who will have to be trained and integrated into our operations. We will also have to train existing employees to adhere properly to internal controls and risk management procedures. Failure to train and motivate our employees properly may result in an increase in employee attrition rates, divert management resources and subject us to incurring additional human resource related expenditure. Hiring and retaining qualified and skilled managers are critical to our future, as our business model depends on our credit-appraisal and asset valuation mechanism, which are personnel-driven operations. Moreover, competition for experienced employees in the finance sector can be intense. While we have an incentive structure and an employee stock option schemes namely, ESOP 2010, designed to encourage employee retention, our inability to attract and retain talented professionals, or the resignation or loss of key management personnel, may have an adverse impact on our business and future financial performance.

33. We are exposed to fluctuations in the market values of our investment and other asset portfolio.

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Recent turmoil in the financial markets has adversely affected economic activity globally, including in India. Continued deterioration of the credit and capital markets could result in volatility of our investment earnings and impairments to our investment and asset portfolio, which could negatively impact our financial condition and reported income.

34. Our results of operations could be adversely affected by any disputes with our employees.

As of June 30, 2011, we employed 1,018 employees. We believe that currently, none of our employees are members of any labor union. While we believe that we maintain good relationships with our employees, there can be no assurance that we will not experience future disruptions to our operations due to disputes or other problems with our work force, which may adversely affect our business and results of operations.

35. Our inability to obtain, renew or maintain our statutory and regulatory permits and approvals required to

operate our business may have a material adverse effect on our business.

We require certain statutory and/or regulatory permits and approvals for our business. In the future, we will be required to renew such permits and approvals and obtain new permits and approvals for any proposed operations. There can be no assurance that the relevant authorities will issue any of such permits or approvals in a timely manner or at all, and/or on favorable terms and conditions. Failure by us to comply with the terms and conditions to which such permits or approvals are subject, and/or to renew, maintain or obtain the required permits or approvals may result in the interruption of our operations and may have a material adverse effect on our business, financial condition and results of operations.

36. We are subject to supervision and regulation by the RBI as a non-deposit-taking systemically important

NBFC, and changes in RBI’s regulations governing us could adversely affect our business.

We are subject to the RBI’s guidelines on financial regulation of NBFCs, including capital adequacy, exposure and other prudential norms. The RBI also regulates the credit flow by banks to NBFCs and provides guidelines to commercial banks with respect to their investment and credit exposure norms for lending to NBFCs. The RBI’s regulations of NBFCs could change in the future which may require us to restructure our activities, incur additional costs or could otherwise adversely affect our business and our financial performance. The laws and regulations governing the non-banking financial services industry in India have become increasingly complex and cover a wide variety of issues such as interest rates, liquidity, securitization, investments, ethical issues, money laundering and privacy. In some cases, there are overlapping regulations and enforcement authorities. Moreover, these laws and regulations can be amended, supplemented or changed at any time such that we may be required to restructure our activities and incur additional expenses to comply with such laws and regulations, which could materially and adversely affect our business and our financial performance. Compliance with many of the regulations applicable to our operations in India, including any restrictions on investments, lending and other activities currently being carried out by our Company, involves a number of risks, particularly in areas where applicable regulations may be subject to varying interpretations. If the interpretation of the regulators and authorities varies from our interpretation, we may be subject to penalties and our business could be adversely affected. We are also subject to changes in Indian laws, regulations and accounting principles and practices. There can be no assurance that the laws governing the Indian financial services sector will not change in the future or that such changes or the interpretation or enforcement of existing and future laws and rules by governmental and regulatory authorities will not adversely affect our business and future financial performance.

37. Our insurance coverage may not adequately protect us against losses.

We maintain such insurance coverage that we believe is adequate for our operations. Our insurance policies, however, may not provide adequate coverage in certain circumstances and are subject to certain deductibles, exclusions and limits on coverage. We maintain general liability insurance coverage including coverage for errors or omissions. We cannot, however, assure you that the terms of our insurance policies will be adequate

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to cover any damage or loss suffered by us or that such coverage will continue to be available on reasonable terms or will be available in sufficient amounts to cover one or more large claims or that the insurer will not disclaim coverage as to any future claim. A successful assertion of one or more large claims against us that exceeds our available insurance coverage or changes in our insurance policies including premium increases or the imposition of a larger deductible or co-insurance requirement could adversely affect our business, financial condition and results of operations.

38. There is ambiguity on whether or not NBFCs are required to comply with the provisions of state money

lending laws, which if interpreted unfavorably by statutory/regulatory authorities or courts of law could

adversely affect our operations and profitability.

There is ambiguity on whether or not NBFCs are required to comply with the provisions of state money lending laws that establish ceilings on interest rates. We also carry out operations in several states such as Andhra Pradesh, Tamil Nadu, Madhya Pradesh and Maharashtra, where there are money lending statutes in operation. The relevant state money lending statutes provide penalties for non-compliance with such statutes, including civil and criminal consequences. In the event that the government of any state in India requires us to comply with the provisions of their respective state money lending laws or imposes any penalty against us, our Directors or our officers, including for prior non-compliance, our business, results of operations and financial condition may be adversely affected.

39. We do not own most of our branch offices and our registered office. Any failure on our part to execute

and/or renew leave and license agreements and/or lease deeds in connection with such offices or failure to

locate alternative offices in case of termination of the leases and/or leave and license arrangements in

connection with any branch could adversely affect our operations and profitability.

Our Registered Office and most of our branches are located on leased and/or licensed premises. If any of the owners of these premises does not renew an agreement under which we occupy the premises or if any of the owners seeks to renew an agreement on terms and conditions unfavorable to us, we may suffer a disruption in our operations or increased costs, or both, which may adversely affect our business and results of operations.

40. Our Company has opted to present stand-alone financial information of our Subsidiary, RHDFCL, rather

than present consolidated financial information of our Company and our Subsidiary, as a whole. In this Prospectus, our Company has opted to present stand-alone financial information of our Subsidiary, RHDFCL, rather than present consolidated financial information of our Company and our Subsidiary, as a whole. This is based on the relatively smaller size of our Subsidiary's current operations for the fiscal year ended March 31, 2011 when compared to the overall operations our Company. Our Company also has minimal inter-company transactions with RHDFCL which has also been disclosed in “Related Party Transactions” appearing in the section titled “Financial Information” on page 122 of this Prospectus. If our Company were to have prepared the consolidated financial information for the fiscal year ended March 31, 2011, the financial information of RHDFCL would have been consolidated resulting in the assets and liabilities and the share of results of the subsidiary company being added to that of our Company from the date of acquisition, on a line-by-line basis, both subject to elimination of any inter company transactions. On consolidation, the investment in subsidiary at the parent company level would have been replaced with the assets and liabilities of RHDFCL and could have resulted in either a goodwill or capital reserve on the date of acquisition. The option chosen by our Company to present stand-alone financial information of our Subsidiary, RHDFCL in this Prospectus is in compliance with the requirements of Paragraph B of Part-II of Schedule II to the Companies Act, 1956 and Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008. Post listing of NCDs also, our Company intends to continue to present stand-alone financial results of the Company which would continue to be consistent with the respective debt listing agreements to be entered into by the Company with the relevant stock exchanges, where the NCDs are proposed to be listed. Depending upon business exigencies or on a voluntary basis, the Company may choose to present consolidated financial results in future, which may not be strictly comparable with the current presentation of stand-alone financial information of our Subsidiary contained in this Prospectus. Further, potential investors who are more accustomed to a more comprehensive basis of accounting would have expected consolidated financial information to get a holistic picture and information of our Company and

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our Subsidiary, and in the absence of such information they should rely upon their own examination of the stand-alone financial and other information of our Company and RHDFCL included in this Prospectus.

41. Certain other entities promoted by our Promoter, REL are authorized by their constitutional documents to

engage in lines of business similar to ours.

Religare Finance Limited, a subsidiary of REL is authorized under its constitutional documents to engage in businesses involving lending of money. We cannot assure you that REL will not favour the interests of Religare Finance Limited over our interests. Religare Finance Limited may dilute REL’s attention to our business, which could adversely affect our business, prospects, financial condition and results of operations. We have not entered into any non-solicitation or non-compete agreement with REL or any member of the Religare Group. While we believe other members of the Religare Group are not currently carrying on any business in conflict with our Company, there is no assurance that such a conflict will not arise in the future, or that we will be able to suitably resolve any such conflict without an adverse effect on our business or operations. There can be no assurance that our Promoter or members of the Religare Group will not provide comparable services, expand their presence, solicit our employees or acquire interests in competing ventures in the locations or segments in which we operate. A conflict of interest may occur between our business and the business of such members of the Religare Group, which could have an adverse effect on our business, prospects, results of operations and financial condition.

Risks Relating to the Utilization of Issue Proceeds

42. The fund requirement and deployment mentioned in the Objects of the Issue have not been appraised by

any bank or financial institution.

We intend to use the proceeds of the Issue, after meeting the expenditures of and related to the Issue, for our various financing activities including lending and investments, subject to applicable statutory and/or regulatory requirements, to repay our existing loans and our business operations including for our capital expenditure and working capital requirements. For further details, please refer to the section titled “Objects of

the Issue” beginning on page 55 of this Prospectus. The fund requirement and deployment is based on internal management estimates and has not been appraised by any bank or financial institution. The management will have significant flexibility in applying the proceeds received by us from the Issue. Further, as per the provisions of the Debt Regulations, we are not required to appoint a monitoring agency and therefore no monitoring agency has been appointed for this Issue.

Risks Relating to the NCDs

43. Changes in interest rates may affect the price of our NCDs.

All securities where a fixed rate of interest is offered, such as our NCDs, are subject to price risk. The price of such securities will vary inversely with changes in prevailing interest rates, i.e. when interest rates rise, prices of fixed income securities fall and when interest rates drop, the prices increase. The extent of fall or rise in the prices is a function of the existing coupon, days to maturity and the increase or decrease in the level of prevailing interest rates. Increased rates of interest, which frequently accompany inflation and/or a growing economy, are likely to have a negative effect on the price of our NCDs.

44. You may not be able to recover, on a timely basis or at all, the full value of the outstanding amounts and/or

the interest accrued thereon in connection with the NCDs.

Our ability to pay interest accrued on the NCDs and/or the principal amount outstanding from time to time in connection therewith would be subject to various factors inter-alia including our financial condition, profitability and the general economic conditions in India and in the global financial markets. We cannot assure you that we would be able to repay the principal amount outstanding from time to time on the NCDs and/or the interest accrued thereon in a timely manner or at all. Although our Company will create appropriate security in favour of the Debenture Trustee for the NCD holders on the assets adequate to ensure at least 110% asset cover for the NCDs, which shall be free from any encumbrances, the realizable value of the assets

16

charged as security, when liquidated, may be lower than the outstanding principal and/or interest accrued thereon in connection with the NCDs. A failure or delay to recover the expected value from a sale or disposition of the assets charged as security in connection with the NCDs could expose you to a potential loss.

45. If we do not generate adequate profits, we may not be able to maintain an adequate Debenture Redemption

Reserve, (“DRR”) for the NCDs issued pursuant to this Prospectus.

Section 117C of the Act states that any company that intends to issue debentures must create a DRR to which adequate amounts shall be credited out of the profits of the company until the debentures are redeemed. The Ministry of Corporate Affairs has, through its circular dated April 18, 2002, (“Circular”), specified that the quantum of DRR to be created before the redemption liability actually arises in normal circumstances should be ‘adequate’ to pay the value of the debentures plus accrued interest, (if not already paid), till the debentures are redeemed and cancelled. The Circular however further specifies that, for NBFCs like our Company, (NBFCs which are registered with the RBI under Section 45-IA of the RBI Act), the adequacy of the DRR will be 50% of the value of debentures issued through the public issue. Accordingly, our Company is required to create a DRR of 50% of the value of debentures issued through the public issue. As further clarified by the Circular, the amount to be credited as DRR will be carved out of the profits of the company only and there is no obligation on the part of the company to create DRR if there is no profit for the particular year. Accordingly, if we are unable to generate adequate profits, the DRR created by us may not be adequate to meet the 50% of the value of the NCDs. This may have a bearing on the timely redemption of the NCDs by our Company.

46. Any downgrading in credit rating of our NCDs may affect the value of NCDs and thus our ability to raise

further debts.

The NCDs proposed to be issued under this Issue have been rated ‘[ICRA] AA-(stable)’ by ICRA for an amount of upto ` 10,000 million vide its letter dated August 12, 2011, and ‘CARE AA-’ by CARE for an amount of upto ` 8,000 million vide its letter dated August 17, 2011. The rating of the NCDs by ICRA indicates high degree of safety regarding timely servicing of financial obligations and carrying very low credit risk. The rating of NCDs by CARE indicates high degree of safety regarding timely servicing of financial obligations and carrying very low credit risk. The ratings provided by ICRA and/or CARE may be suspended, withdrawn or revised at any time by the assigning rating agency and should be evaluated independently of any other rating. These ratings are not a recommendation to buy, sell or hold securities and investors should take their own decisions. Please refer to the rationale for the above ratings beginning on page 27.

. 47. There is no active market for the NCDs on the stock exchanges. As a result the liquidity and market prices

of the NCDs may fail to develop and may accordingly be adversely affected.

There can be no assurance that an active market for the NCDs will develop. If an active market for the NCDs fails to develop or be sustained, the liquidity and market prices of the NCDs may be adversely affected. The market price of the NCDs would depend on various factors inter alia including (i) the interest rate on similar securities available in the market and the general interest rate scenario in the country, (ii) the market price of our Equity Shares, (iii) the market for listed debt securities, (iv) general economic conditions, and, (v) our financial performance, growth prospects and results of operations. The aforementioned factors may adversely affect the liquidity and market price of the NCDs, which may trade at a discount to the price at which you purchase the NCDs and/or be relatively illiquid.

48. There may be a delay in making refunds to applicants.

We cannot assure you that the monies refundable to you, on account of (a) withdrawal of your applications, (b) our failure to receive minimum subscription in connection with the Base Issue, (c) withdrawal of the Issue, or (d) failure to obtain the final approval from the BSE for listing of the NCDs, will be refunded to you in a timely manner. We however, shall refund such monies, with the interest due and payable if applicable, thereon as prescribed under applicable statutory and/or regulatory provisions.

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49. NRIs subscribing to the NCDs are subject to risks in connection with (i) exchange control regulations,

and, (ii) fluctuations in foreign exchange rates.

The NCDs will be denominated in Indian rupees and the payment of interest and redemption amount shall be made in Indian rupees. Various statutory and regulatory requirements and restrictions apply in connection with the NCDs held by NRIs, (“Exchange Control Regulations”). Amounts payable to NRIs holding the NCDs, on redemption of the NCDs and/or the interest paid/payable in connection with such NCDs would accordingly be subject to prevailing Exchange Control Regulations. Any change in the Exchange Control Regulations may adversely affect the ability of such NRIs to convert such amounts into other currencies, in a timely manner or at all. Further, fluctuations in the exchange rates between the Indian rupee and other currencies could adversely affect the amounts realized by NRIs on redemption or payment of interest on the NCDs by our Company.

B. EXTERNAL RISK FACTORS

50. We are subject to uncertainties associated with the securities business which could result in fluctuating

revenues. Further, our business is affected by conditions in the financial markets and economic conditions

generally, both in India and elsewhere around the world which could have an adverse effect on our results of

operations.

As a financial services company, we are subject to uncertainties that are common in the securities business. These include the volatility of domestic and international financial, bond and stock markets, extensive governmental regulation, litigation, intense competition, substantial fluctuations in the volume and price levels of securities and dependence on the solvency of various third parties. As a result, our revenues and earnings may vary significantly from quarter to quarter and from year to year. In periods of low trading volume, our profitability may be impaired because certain of our expenses remain relatively fixed. Our business is affected by conditions in the financial markets and economic conditions generally, both in India and elsewhere around the world. Many factors or events could lead to a downturn in the financial markets including war, acts of terrorism, natural catastrophes and sudden changes in economic and financial policies. Any such event could affect confidence in the financial markets and affect our ability to function effectively. During periods of unfavorable market or economic conditions, the volume and value of primary and secondary market transactions may decrease, thereby reducing the demand for the aforesaid products.

51. Our vehicle loans businesses are dependent on the automobile and transportation industry in India.

Our commercial vehicle loans businesses to a large extent depend on the continued growth in the automobile and transportation industry in India, which are influenced by a number of extraneous factors which are beyond our control, inter-alia including (a) the macroeconomic environment in India, (b) the demand for transportation services, (c) natural disasters and calamities, and (d) changes in regulations and policies in connection with motor vehicles. Such factors may result in a decline in the sales or value of new and pre-owned commercial vehicles. Correspondingly, the demand for availing finance for new and pre-owned commercial vehicles may decline, which in turn may adversely affect our financial condition and the results of our operations. Further, the ability of commercial vehicle owners and/or operators to perform their obligations under existing financing agreements may be adversely affected if their businesses suffer as a result of the aforesaid factors.

52. Increase in competition from our peer group in the finance sector may result in reduction of our market

share, which in turn may adversely affect our profitability.

We have been increasingly facing competition from domestic and foreign banks and NBFCs in each of our lines of businesses. Some of our competitors are very aggressive in underwriting credit risk and pricing their products and may have access to funds at a lower cost, wider networks and greater resources than our Company. Our financial condition and results of operations are dependent on our ability to obtain and

18

maintain low cost funds and to provide prompt and quality services to our customers. If our Company is unable to access funds at a cost comparable to or lower than our competitors, we may not be able to offer loans at competitive interest rates to our customers.

While our Company believes that it has historically been able to offer competitive interest rates on the loans extended to our customers, there can be no assurance that our Company will be able to continue to do so in the future. An increase in competition from our peer group may result in a decline in our market share, which may in turn result in reduced incomes from our operations and may adversely affect our profitability.

53. Our growth depends on the sustained growth of the Indian economy. An economic slowdown in India and

abroad could have a direct impact on our operations and profitability.

Macroeconomic factors that affect the Indian economy and the global economic scenario have an impact on our business. The quantum of our disbursements is driven by the growth in demand for vehicles, capital by small and medium enterprises and loans by individuals. Any slow down in the Indian economy may have a direct impact on our disbursements and a slowdown in the economy as a whole can increase the level of defaults thereby adversely impacting our Company’s profitability, the quality of its portfolio and growth plans.

54. Political instability or changes in the government could delay further liberalization of the Indian economy

and adversely affect economic conditions in India generally, which could impact our business.

Since 1991, the Government has pursued a policy of economic liberalization, including significantly relaxing restrictions on the private sector. There can be no assurance that these liberalization policies will continue in the future as well. The rate of economic liberalization could change and specific laws and policies affecting financial services companies, foreign investment, currency exchange rates and other matters affecting investments in Indian companies could change as well. A significant slowdown in India’s economic liberalization and deregulation policies could disrupt business and economic conditions in India, thus affecting our business. Any political instability in the country, including any change in the Government, could materially impact our business adversely.

55. Civil unrest, terrorist attacks and war would affect our business.

Terrorist attacks and other acts of violence, war or conflicts, particularly those involving India, as well as the United States of America, the United Kingdom, Singapore and the European Union, may adversely affect Indian and global financial markets. Such acts may negatively impact business sentiment, which could adversely affect our business and profitability. India has from time to time experienced and continues to experience, social and civil unrest, terrorist attacks and hostilities with neighbouring countries. Also, some of India’s neighbouring countries have experienced or are currently experiencing internal unrest. This, in turn, could have a material adverse effect on the Indian economy and in turn may adversely affect our operations and profitability and the market for the NCDs.

56. Our business may be adversely impacted by natural calamities or unfavourable climatic changes.

India, Bangladesh, Pakistan, Indonesia, Japan and other Asian countries have experienced natural calamities such as earthquakes, floods, droughts and a tsunami in recent years. Some of these countries have also experienced pandemics, including the outbreak of avian flu. These economies could be affected by the extent and severity of such natural disasters and pandemics which could, in turn affect the financial services sector of which our Company is a part. Prolonged spells of abnormal rainfall, draught and other natural calamities could have an adverse impact on the economy, which could in turn adversely affect our business and the price of our NCDs.

57. Any downgrading of India's sovereign rating by an international rating agency (ies) may affect our

business and our liquidity to a great extent.

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Any adverse revision to India's credit rating for domestic and international debt by international rating agencies may adversely impact our ability to raise additional finances at favourable interest rates and other commercial terms. This could have an adverse effect on our growth, financial performance and our operations.

PROMINENT NOTES

1. This is a public issue of NCDs by our Company aggregating upto ` 4,000 million with an option to retain over-subscription upto ` 4,000 million for issuance of additional NCDs aggregating to a total of ` 8,000 million.

2. For details on the interest of our Company’s Directors, please refer to the sections titled “Our Management” and “Capital Structure” beginning on pages 101 and 45 of this Prospectus, respectively.

3. Our Company has entered into certain related party transactions, within the meaning of AS 18 as notified by

the Companies (Accounting Standards) Rules, 2006, as disclosed in the section titled “Financial Information” beginning on page 122 of this Prospectus.

4. Any clarification or information relating to the Issue shall be made available by the Lead Managers and our

Company to the investors at large and no selective or additional information would be available for a section of investors in any manner whatsoever.

5. Investors may contact the Registrar to the Issue, Compliance Officer and the Lead Managers for any

complaints pertaining to the Issue. In case of any specific queries on allotment/refund, Investor may contact Registrar to the Issue.

6. In the event of oversubscription to the Issue, allocation of NCDs will be as per the "Basis of Allotment"

beginning on page 157 of this Prospectus. 7. The Equity Shares of our Company are not listed on any stock exchange. 8. Our Company has issued and allotted 10.90% Secured CCDs of face value of ` 1,000,000 (Rupees One

Million each), aggregating upto ` 1,500,000,000 (Rupees Fifteen Hundred Million only) to REL in one tranche vide Term Sheet dated May 30, 2011 and Amendment Letter dated August 12, 2011.

9. On August 9, 2011, our Company has issued and allotted 1% Non Convertible Cumulative Redeemable

Preference Shares of face value ` 10 (Rupees Ten each), aggregating upto ` 1,250,000,000 (Rupees One Thousand Two Hundred and Fifty Million only) and at a premium of ` 90 each, to ICICI Bank Limited.

10. Some of our privately placed non convertible debentures are listed on BSE. 11. As of March 31, 2011 we had certain contingent liabilities not provided for, including the following:

• Guarantees issued by the Company - ` 237.21 million;

• Guarantees issued by Others - ` 0.35 million;

• Disputed Income Tax demand - ` 111.54 million;

• Claims against the Company not acknowledged as debt - ` 4.92 million;

• Collateral for assignment of receivables - ` 213.58 million;

• Inland bills purchased /discounted by Banks - ` 1,900.00 million; and

• Undisbursed loan sanctioned - ` 60.60 million For further information on such contingent liabilities, see Annexure VI to the Summary Financial Information of our Company.

12. For further information relating to certain significant legal proceedings that we are involved in, please refer to the section titled “Pending Proceedings and Statutory Defaults” beginning on page 160 of this Prospectus.

20

SECTION III : INTRODUCTION

GENERAL INFORMATION

Religare Finvest Limited

Our Company was incorporated as a private limited company, “Skylark Securities Private Limited”, under the provisions of the Act, by a certificate of incorporation dated January 6, 1995, issued by the Registrar of Companies, N.C.T of Delhi and Haryana. Subsequently, the name of our Company was changed from “Skylark Securities Private Limited” to “Fortis Finvest Private Limited” and a fresh certificate of incorporation dated September 23, 2004 was issued by the Registrar of Companies, N.C.T. of Delhi and Haryana. The status of our Company was changed from a private limited Company to a public limited company vide a fresh certificate of incorporation dated October 7, 2004 issued by the Registrar of Companies, N.C.T. of Delhi and Haryana. Subsequently the name of our Company was changed to “Religare Finvest Limited” vide a fresh certificate of incorporation dated April 4, 2006 issued by the Registrar of Companies, N.C.T. of Delhi and Haryana.

Registered Office:

D3, P3B, District Centre, Saket, New Delhi - 110 017

Registration:

Corporate Identification Number: U74999DL1995PLC064132 issued by the Registrar of Companies, N.C.T. of Delhi and

Haryana. Our Company holds a certificate of registration dated November 10, 2006, bearing registration no. B-14-02107, as a Non-Banking Financial Company Category B (not accepting public deposits) - Systemically Important, issued by the RBI to carry on activities of a NBFC under section 45 IA of the RBI Act, 1934. The aforementioned certificate of registration was issued in lieu of the earlier certificate of registration No. B-14-02107 dated January 3, 2001 for Category B Company issued to “Skylark Securities Private Limited”.

Compliance Officer (and Company Secretary):

The details of the person appointed to act as Compliance Officer for the purposes of this Issue is set out below:

Mr. Punit Arora Company Secretary

Religare Finvest Limited

D3, P3B, District Centre, Saket, New Delhi, India 110 017 Tel.: +91 011 3912 5000 Fax: +91 011 3912 6505 Email: investors.rfl@religare.com Investors may contact the Registrar to the Issue or the Compliance Officer in case of any pre Issue or post Issue related matters such as non-receipt of Allotment Advice, demat credit, refund orders or interest on application money.

Lead Managers:

A. K. Capital Services Limited 30-39, Free press House Free Press Journal Marg

21

215, Nariman Point Mumbai - 400 021 Tel: +91 22 6754 6500/6634 Fax: +91 22 6610 0594 Email: rfldipo@akgroup.co.in Investor Grievance Email: investor.grievance@akgroup.co.in Website: www.akcapindia.com Contact Person: Mr. Hitesh Shah Compliance Officer: Mr. Vikas Agarwal SEBI Registration No: INM000010411

Axis Bank Limited 5th floor, Axis House, Bombay Dyeing Mills Compound, P.B. Marg, Worli, Mumbai - 400 025, Maharashtra, India. Tel: +91 22 2425 4559/61 Fax: +91 22 2425 4500 Email: rflipo@axisbank.com Investor Grievance Email: axbmbd@axisbank.com Website: www.axisbank.com Contact Person: Mr. Neelabh Dubey / Mr. Amit Shah Compliance Officer: Mr. Advait Majmudar SEBI Registration No: INM000006104

YES Bank Limited Nehru Centre, 12th Floor, Discovery of India, Dr. A B Road, Worli, Mumbai - 400 018, India Tel: +91 22 6669 9000 Fax: +91 22 2497 4158 Email: dlreligarefinbond@yesbank.in Investor Grievance Email: merchantbanking@yesbank.in Website: www.yesbank.in Contact Person: Mr. Sameer Kakkar Compliance Officer: Mr. Dhanraj Uchil SEBI Registration No.: INM000010874

Religare Capital Markets Limited* 4th floor, Plot No: C-12, G Block, Bandra Kurla Complex, Bandra (E), Mumbai – 400 051, Maharashtra, India Tel: +91 22 6766 3400 Fax: +91 22 6766 3575 Email: rfl.bond@religare.com Investor Grievance Email: grievance.ibd@religare.com Website: www.religarecm.com Contact Person: Ms. Gowri Nayak Compliance Officer: Mr. Gopalan S. SEBI Registration No: INM000011062

* Religare Capital Markets Limited ("RCML") is a wholly owned subsidiary of our Promoter. As our Promoter directly exercises control over RCML

and also there are common promoters (directly or indirectly) and common directors between RCML and our Company, RCML is deemed to be an

associate of our Company as per the Securities and Exchange Board of India (Merchant Bankers)Regulations, 1992, as amended ("Merchant Bankers

Regulations"). RCML will be signing the due diligence certificate and accordingly has been disclosed as a Lead Manager. Further, in compliance with

the provisio to Regulation 21A (1) and explanation to Regulation 21A (1) of the Merchant Bankers Regulations, RCML would be involved only in

marketing of the Issue.

22

Debenture Trustee: IL&FS Trust Company Limited

The IL&FS Financial Centre Plot No. C22, G - Block, Bandra Kurla Complex, Bandra (East), Mumbai - 400 051 Tel: +91 22 2653 3333 Fax: +91 22 2653 3297 Website: www.itclindia.com Contact Person: Ms. Labanya Mukherjee Email: labanya.mukherjee@ilfsindia.com SEBI Registration No.: IND000000452 IL&FS Trust Company Limited has by its letter dated August 17, 2011 given its consent for its appointment as Debenture Trustee to the Issue and for its name to be included in this Prospectus and in all the subsequent periodical communications sent to the holders of the Debentures issued pursuant to this Issue.

Registrar:

Link Intime India Private Limited C-13, Pannalal Silk Mills Compound, L.B.S. Marg, Bhandup (West), Mumbai - 400 078, India Tel: +91 22 2596 0320 Fax: +91 22 2596 0329 Toll Free: 1-800-22-0320 Email: religare.ncd@linkintime.co.in Investor Grievance Email: religare.ncd@linkintime.co.in Website: www.linkintime.co.in Contact Person: Mr. Sachin Achar SEBI Registration No: NR000004058

Statutory Auditors of our Company: Price Waterhouse Chartered Accountants

252, Veer Savarkar Marg, Shivaji Park, Dadar, Mumbai 400 028 Tel: +91 22 6669 1000 Fax: +91 22 6654 7800 Firm Registration Number: 301112E

Credit Rating Agency:

ICRA Limited Building No. 8, 2nd Floor, Tower-A, DLF Cyber City, Phase-II Gurgaon - 122 002, Tel: +91 124 454 5300 Fax: +91 124 454 5350 Website: www.icra.in

Credit Analysis & Research Limited 4th Godrej Coliseum, Somaiya Hospital Road, Off Eastern Express Highway Sion (East), Mumbai – 400 022 Tel: +91 22 6754 3456 Fax: +91 22 6754 3457 Email:care@careratings.com Website: www.careratings.com

23

Legal Advisor to the Issue:

J Sagar Associates Vakils House, 18, Sprott Road Ballard Estate Mumbai- 400 001 Tel: +91 22 4341 8500 Fax: +91 22 6656 1515

Bankers to the Issue:

IDBI BANK LIMITED

Unit No. 2, Corporate Park, Near Swastik Chambers, Sion Trombay Road, Chembur, Mumbai – 400 071, Maharashtra, India. Tel: +91 22 6690 8402 Fax: +91 22 2528 6173 Email: v.jayananthan@idbi.co.in Website: www.idbibank.com Contact Person: V. Jayananthan SEBI Regn. No.: INBI00000076

HDFC BANK LIMITED

FIG – OPS Department, Lodha, I Think Techno Campus, O-3, Level, Next to Kanjurmarg Rly Stn, Kanjurmarg (East), Mumbai – 400 042, Maharashtra, India. Tel: +91 22 3075 2928 Fax: +91 22 2579 9801 Email: uday.dixit@hdfcbank.com; figdelhi@hdfcbank.com; Website: www.hdfcbank.com Contact Person: Mr. Uday Dixit SEBI Regn. No.: INBI00000063

AXIS BANK LIMITED 6/83, Padam Singh Road, W.E.A. Karol Bagh, New Delhi - 110005 Tel: +91 11 4256 0000 / 4256 0001 Fax: +91 11 4540 0734 Email: operationshead@axisbank.com Website: www.axisbank.com Contact Person: Mr. Ashish Banerjee SEBI Regn. No.: INBI00000017

YES BANK LIMITED 3rd Floor, Ion House, Dr. E. Moses Road, Mahalaxmi, Mumbai 400 011 Tel: +91 22 6622 9031 Fax: +91 22 2497 4875 Email: dlbtiservices@yesbank.in Website: www.yesbank.in Contact Person: Mr. Mahesh Shirali SEBI Registration Number: INB10000093

ICICI BANK LIMITED 30 Mumbai Samachar Marg, Fort, Mumbai – 400 001, Maharashtra, India. Tel: +91 22 6631 0312 Fax: +91 22 2261 1138 Email: viral.bharani@icicibank.com Website: www.icicibank.com Contact Person: Mr. Viral Bharani SEBI Regn. No.: INBI00000004

Bankers to our Company:

AXIS BANK LIMITED Statesman House, 2nd Floor, 148, Barakhamba Road, New Delhi-110002 Tel: +91 11 4368 2469 Fax: +91 11 41515449 Contact Person: Mr. Vaibhav Chadha

BANK OF INDIA 4 PTI Building, Sansad Marg, New Delhi -110 001 Tel: +91 11 2376 5124 Fax: +91 11 2376 5123 Contact Person: Mr. Bose

CENTRAL BANK OF INDIA CITIBANK N.A.

24

Jeewan Tara Building, Parliament Street New Delhi - 110 001 Tel: +91 11 2334 8624 Fax: +91 11 4353 6447 Contact Person: Mr. P. S. Srinivasan

Global Banking, Citi India 17th Floor, DLF Square Building, M Block, Jacaranda Marg, DLF City Phase II Gurgaon - 122002 Tel: +91 124 4893606 Fax: +91 124 6673591 Contact Person: Mr. Manik Chhabra

CORPORATION BANK Corporation Bank, IFB, 10 Floor, Hindustan Times Building, K.G. Marg, New Delhi-110001 Tel: +91 11 2370 4693 Fax: +91 11 2370 4677 Contact Person: Mr. D. Purnachandra Rao

DEUTSCHE BANK 4 th FLoor, DLF Square Building, Jacaranda Marg, DLF City Phase- II, Gurgaon - 122002 Tel: +91 124 4122400/505 Fax: +91 124 2560281 Contact Person: Ms. Ragini Atal

FEDERAL BANK LIMITED Corporate Banking Branch, Harsha Bhavan, E-13-29, Ground Floor, Middle Circle, Connaught Place, New Delhi – 110001 Tel: +91 11 2341 4307 Fax: +91 11 2341 3468 Contact Person: Mr. Varinder Gulati

DBS BANK LIMITED

DBS Bank Limited, UGF, 25 Barakhamba Road, New Delhi -110001 Tel: +91 11 3041 8821 Fax: +91 11 3041 8899 Contact Person: Mr. Saurabh Kochhar

ICICI BANK LIMITED ICICI Tower, NBCC Place, Pragati Vihar, Bisham Pitamah Marg, New Delhi- 110003 Tel: +91 11 3027 8112 Fax: +91 11 2439 0070 Contact Person: Mr. R. Krishnakumar

ING VYSYA BANK LIMITED 9th Floor, Mercantile House, 15 Kasturba Gandhi Marg, New Delhi – 110001 Tel: +91 11 6651 0000 Fax: +91 11 6651 0124 Contact Person: Ms. Anubha Banerjee

IDBI BANK LIMITED IDBI Bank Limited, 224 - A, Mittal Court, A Wing, Nariman Point, Mumbai - 400 021 Tel: +91 22 6658 8123 Fax: +91 22 6658 8111 Contact Person: Mr. S. Sabyasachi

HDFC BANK LIMITED B-7/3, Asaf Ali Road, New Delhi -110002 Tel: +91 11 4358 4312 Fax: +91 11 2324 1930 Contact Person: Mr. R. Balasubramanian

KARUR VYSYA BANK LIMITED No. 568, KVB Towers, Ground Floor, Teynampet, Chennai-600018 Tel: +91 44 2434 1125 Fax: +91 44 2434 0877 Contact Person: S. Ranjani

INDUSIND BANK LIMITED 3rd Floor, Building No.10, Tower B, DLF Cyber City, Gurgaon - 122 002 Tel: +91 124 4749500 Fax: +91 11 2341 7401 Contact Person: Mr. Gaurav Mittal

PUNJAB & SINDH BANK Industrial Finance Branch P-18/90, Connaught Circus, New Delhi – 110001 Tel: +91 11 2334 6682 Fax: +91 11 2334 6681 Contact Person: Mr. Subhash Kwatra

ORIENTAL BANK OF COMMERCE Oriental Bank of commerce-B-31, Sector-62, Noida, U.P - 201301 Tel: +91 120 2402712 Fax: +91 120 2402714 Contact Person: Mr. Sukesh Kumar Gupta

25

PUNJAB NATIONAL BANK

NSIC Bhawan, Okhla, NSIC Bhawan, Phase-III, New Delhi -110+C2020 Tel: +91 11 2692 3054 Fax: +91 11 2692 7299 Contact Person: Mr. A. K. Garg

STANDARD CHARTERED BANK

DLF Building No-7A, DLF Cyber City, Sector-24/25/25A, Gurgaon – 122002 Tel: +91 124 4876458 Fax:+91 0124 4876182 Contact Person: Mr. Prabal Parashar

UNION BANK OF INDIA M-11, 1st Floor, Middle Circle, Connaught Circus, New Delhi -110001 Tel: +91 11 2341 7401 Fax: +91 11 2341 7405 Contact Person: Mr. Subhramanium

YES BANK LIMITED D 12, South Extension, Part II, New Delhi - 110 049 Tel: +91 11 4602 9000 Fax: +91 11 2625 4000 Contact Person: Mr. Vikas Bansal

BANK OF MAHARASHTRA A-367, Sec 19, Noida Branch, Uttar Pradesh - 201 301 Tel: +91 120 2646200 Fax: +91 120 4226040 Contact Person: Mr. Rajan

CANARA BANK

Prime Corporate Branch-II, 2nd Floor, World Trade Tower, Barakhamba Lane, New Delhi -110001 Tel: +91 11 2341 3381 Fax: +91 11 2341 1590 Contact Person: Mr. K. Radhakrishnan

Lead Brokers to the Issue: AK STOCKMART PRIVATE LIMITED 30-39, Free Press House, Free Press Journal Marg, 215, Nariman Point, Mumbai 400 021 Tel: +91 22 6754 6500 Fax: +91 22 6754 4666 Email: ankit@akgroup.co.in Website: www.akcapindia.com Contact Person: Mr. Ankit Gupta SEBI Registration No: INB231269532

BAJAJ CAPITAL INVESTOR SERVICES

LIMITED 5th Floor, Bajaj House, 97, Nehru Place, New Delhi - 110019

Tel: +91 11 6616 1111 Fax: +91 11 6660 8888 Email: surajitm@bajajcapital.com Website: www.justtrade.in Contact Person: Mr. Surajit Misra SEBI Registration No: INB231269334

EDELWEISS BROKING LIMITED

Edelweiss House, Off C.S.T. Road, Kalina, Mumbai-400098 Tel: +91 22 6747 1341 Fax: +91 22 6747 1347 Email: amit.dalvi@edelcap.com Website: www.edelcap.com Contact Person: Mr. Amit Dalvi SEBI Registration No: INB/INF/INE231311631 (NSE) & INB011311637(BSE)

ENAM SECURITIES PRIVATE LIMITED

Khatau Building, 2nd Floor, 44 Bank Street, Fort, Mumbai – 400 001 Tel: +91 22 2267 7901 Fax: +91 22 2266 5613 Email: ajays@enam.com / vinay@enam.com Website: www.enam.com Contact Person: Mr. Ajay Sheth / Mr. Vinay Ketkar SEBI Registration No: INM000006856 / INB230468336

HDFC SECURITIES LIMITED Office Floor 8, "I Think”Bldg., Jolly Board Campus Opp.Crompton Greaves Factory Kanjurmarg (East), Mumbai - 400042 Tel: +91 22 3075 3442

INTEGRATED SECURITIES LIMITED 15, 1st Floor, Modern House, Dr.V.B. Gandhi Marg, Fort, Mumbai - 400 023

Tel: +91 22 4066 1800 Fax: +91 22 2287 4676

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Fax: +91 22 3075 3435 Email: sunil.raula@hdfcsec.com Website: www.hdfcsec.com Contact Person: Mr. Sunil Raula SEBI Registration No: INB231109431 (NSE) & INBO11109437 (BSE)

Email: krishnan_v@iepindia.com Website: www.cubsharebroking.com Contact Person: Mr. V. Krishnan SEBI Registration No: INB231271835

JM FINANCIAL SERVICES PRIVATE LIMITED

Apeejay House, 3rd Floor, Dinsha Vachha Road, Churchgate, Mumbai-400020 Tel: +91 22 3021 3500 / 2266 5577-80 / 6704 0404

Fax: +91 22 2266 5902 Email: rohit.singh@jmfinancial.in Website: www.jmfinancialservices.in Contact Person: Mr. Rohit Singh / Mr. Deepak Vaidya SEBI Registration No: NSE: INB231054835 BSE: INB011054831

KARVY STOCK BROKING LIMITED

“Karvy House”, 46, Avenue 4, Street No.1, Banjara Hills, Hyderabad – 500 034 Tel: +91 40 2331 2454 Fax: +91 40 6662 1474 Email: ksblredressal@karvy.com Website: www.karvy.com Contact Person: Mr. Ramapriyan PB SEBI Registration No: INB 230770138 (NSE) and INB 010770130 (BSE)

KOTAK SECURITIES LIMITED 3rd Flr, Nirlon House, Dr. Annie Besant Road, Worli, Mumbai- 400025 Tel: +91 22 6652 9191 Fax: +91 22 6661 7041 Email: sanjeeb.das@kotak.com Website: www.kotak.com Contact Person: Mr. Sanjeeb Kumar Das SEBI Registration No: BSE: INB010808153, NSE: INB230808130

R. R EQUITY BROKERS PRIVATE LIMITED 47 MM Road, Rani Jhansi Marg, Jhandewalan, New Delhi - 110055 Tel: +91 11 2363 6362 Fax: +91 11 2363 6666 Email: rajenderr@rrfcl.com Website: www.rrfinance.com Contact Person: Mr. Rajender Rautela SEBI Registration No: NSE – INB 231219636

RELIGARE SECURITIES LIMITED A3, 4, 5, Sector-125, Noida - 201 301 Tel: +91 120 339 1000 Fax: +91 120 339 4676 Email: ipo@religare.com Website: www.religareonline.com Contact Person: Mr. Subhash Bharadwaj SEBI Registration No: INB230653732 (NSE); INB010653732 (BSE)

SMC GLOBAL SECURITIES LIMITED 17, Netaji Subhash Marg, Opposite Golcha Cinema Daryaganj, New Delhi - 110002 Tel: +91 11 6607 0400 Fax: +91 11 2326 3297 Email: mkg@smcindiaonline.com Website: www.smctradeonline.com Contact Person: Mr. Mahesh Gupta SEBI Registration No: INB230771431 (NSE), INB011343937 (BSE)

SPA SECURITIES LIMITED

101A, 10th Floor, Mittal Court, Nariman Point, Mumbai – 400 021 Tel: +91 22 2280 1240 Fax: +91 22 2657 3708 Email: rajesh.gandhi@spagroupindia.com Website: www.spasecurities.com Contact Person: Mr. Rajesh Gandhi SEBI Registration No: NSE Cash - INB 231178238 / BSE Cash - INB 011178234

TRUST FINANCIAL CONSULTANCY SERVICES

PRIVATE LIMITED 1101, Naman Centre, C-31, G-Block, Bandra Kurla Complex, Bandra (East), Mumbai 400051 Tel: +91 22 4084 5000 Fax: +91 22 4084 5052 /58 Email: pranav.inamdar@trustgroup.co.in Website: www.trustgroup.co.in Contact Person: Mr. Pranav Inamdar SEBI Registration No: NSE- INB231198731, BSE- INB011198737

27

Impersonation

As a matter of abundant precaution, attention of the investors is specifically drawn to the provisions of sub-section (1)

of section 68A of the Act, relating to punishment for fictitious applications.

Minimum Subscription

If our Company does not receive the minimum subscription of 75 % of the Base Issue, i.e. ` 3,000 million, prior to allotment, the entire subscription shall be refunded to the applicants within 30 days from the date of closure of the Issue. If there is delay in the refund of subscription by more than 8 days after our Company becomes liable to refund the subscription amount, our Company will pay interest for the delayed period, at rates prescribed under sub-sections (2) and (2A) of Section 73 of the Companies Act, 1956. Credit Rating and Rationale

The NCDs proposed to be issued under this Issue have been rated ‘[ICRA] AA-(stable)’ by ICRA for an amount of upto ` 10,000 million vide its letter dated August 12, 2011 and ‘CARE AA-’ by CARE for an amount of upto ` 8,000 million vide its letter dated August 17, 2011. The rating of the NCDs by ICRA indicates high degree of safety regarding timely servicing of financial obligations and carrying very low credit risk. The rating of the NCDs by CARE indicates high degree of safety regarding timely servicing of financial obligations and carrying very low credit risk. The ratings provided by ICRA and/or CARE may be suspended, withdrawn or revised at any time by the assigning rating agency and should be evaluated independently of any other rating. These ratings are not a recommendation to buy, sell or hold securities and investors should take their own decisions. The rationale for the aforementioned credit rating issued by ICRA is as follows: The rating factors in the company’s ability to grow the business volumes while maintaining good lending norms, its

good capitalization and an improvement in its funding mix in favour of longer term funds. The rating remains

constrained on account of moderately low profitability and lack of long track record. ICRA has taken note of relatively

higher average ticket size in the mortgage book and increase in focus to builder financing segments; however the good

lending norms and systems and processes of the company are likely to help the company in selection of better credit

and mitigating the risk to some extent. Further, the average ticket sizes for the mortgage book are likely to come down

as the company expands into newer locations in Tier II cities. Considering the good market potential, the moderate

risk profile of its target customers and an experienced management team, ICRA expects RFL to grow its balance sheet

significantly. Therefore RFL’s ability to maintain strict control over the asset quality and prudent levels of

capitalisation would remain key rating sensitivities. So far the company has maintained good asset quality (90+ days

past overdue for the consumer finance book stood at 0.5% as on June 30, 2011, though the mortgage book of the

company is relatively less seasoned). ICRA believes that adequate risk management norms and robust systems and

processes for loan monitoring and recovery are likely to ensure good asset quality, as at the same time management is

committed to maintain leveraging at prudent levels.

The rating also factors in RFL’s parentage (RFL is a wholly-owned subsidiary of Religare Enterprises Limited (REL),

promoted by Mr. Malvinder Mohan Singh and Mr. Shivinder Mohan Singh; erstwhile promoters of Ranbaxy

Laboratories Limited) which has good capitalisation levels (consolidated net worth of ` 33,750 million as on June 30,

2011) and has demonstrated support to RFL through substantial equity infusion to support the scaling up of

operations. In the current financial year, REL has already invested ` 1,500 million in the form of compulsorily

convertible debentures (CCDs) in RFL. In our opinion, being a part of the Religare group and having access to the

large network of 2,169 business locations would help RFL grow its business volumes through acquisition of new

customers; at the same time, penetration in consumer finance segment would help it diversify its income stream. The

rating also draws comfort from the close synergies between RFL and Religare Securities Limited (RSL), the stock

broking arm of the Religare group, which would help RFL manage its ‘loans against securities’ book effectively.

The rationale for the aforementioned credit rating issued by CARE is as follows:

28

The rating factors the strength of Religare group and expected support from the parent entity Religare Enterprises

Limited (REL) that was demonstrated in the past through equity infusion, ready access to REL’s pan India branch

network of more than 2,000 branches and established customer base, its synergy with business of group companies like

Religare Securities and its experienced management team drawn from group companies and the financial industry. The

rating also factors in RFL’s good growth in business volumes over the last two years, comfortable asset quality and

capital adequacy parameters and good diversification in revenue streams. However, the rating is constrained by the

company’s moderate profitability parameters, lower seasoning of RFL’s loan portfolio, and moderate Asset Liability

Maturity (ALM) profile. Its ability to improve profitability in a competitive environment, improve its ALM profile and

maintain comfortable capital adequacy and asset quality are the key rating sensitivities.

Utilisation of Issue proceeds

Our Board of Directors certifies that: • all monies received out of the Issue shall be credited/transferred to a separate bank account other than the

bank account referred to in sub-section (3) of Section 73 of the Act; • details of all monies utilised out of the Issue referred above shall be disclosed under an appropriate separate

head in our balance sheet indicating the purpose for which such monies have been utilised; • details of all unutilised monies out of the Issue, if any, shall be disclosed under an appropriate head in our

balance sheet indicating the form in which such unutilised monies have been invested; • we shall utilize the Issue proceeds only upon creation of security as stated in this Prospectus in the section

titled “Issue Structure” beginning on page 136 of this Prospectus; • the Issue proceeds shall not be utilized towards full or part consideration for the purchase or any other

acquisition, inter alia by way of a lease, of any property; and • In compliance with Regulation 4(5) of the SEBI Debt Regulations the Issue proceeds shall not be

utilised for providing loan or acquisition of shares of any person who is part of the same group or who is under the same management.

Issue Programme The subscription list for the Issue shall remain open for subscription at the commencement of banking hours and shall close at the close of banking hours on the dates indicated below or earlier or on such date, as may be decided at the discretion of the Board of Directors or any committee of the Board of Directors of our Company subject to necessary approvals. In the event of such early closure of subscription list of the Issue, our Company shall ensure that public notice of such early closure is published on or before the day of such early date of closure through advertisement/s in a leading national daily newspaper.

ISSUE OPENS ON September 9, 2011

ISSUE CLOSES ON September 26, 2011

29

SUMMARY OF BUSINESS, STRENGTH & STRATEGY

In this section any reference to “we”, “us” or “our” refers to Religare Finvest Limited and/or its Subsidiary,

RHDFCL, as the context may require. Unless stated otherwise, the financial data in this section is as per our

unconsolidated financial information prepared as per the requirements of the Debt Regulations and the Companies

Act, 1956 set forth elsewhere in this Prospectus.

The following information should be read together with the more detailed financial and other information included in

this Prospectus, including the information contained in the chapter titled “Risk Factors” beginning on page 1 of this

Prospectus.

Overview

We are a Systemically Important Non-Deposit Accepting NBFC, focusing on small and medium enterprises (“SME”) financing and retail capital market financing. We are a wholly owned subsidiary of Religare Enterprises Limited (“REL”) and a diversified financial services company. We offer a diversified and broad suite of lending products to our SME, retail and other customers. Through our reach and focus on the SME segment and our broad product offering, we provide the debt capital to power the growth of the small and medium enterprises, the backbone of India’s economy. The small and medium enterprises (SMEs) today constitute a very important segment of the Indian economy, accounting for around 95% of the industrial units. As per Economic survey 2009-10, the SME sector accounts for 45 % of goods manufactured and 40 % of exports. As such, growth of this sector is important for the economic and social development of the country. If the Indian economy is to move on to a higher growth trajectory, SMEs, who collectively contribute 17 % of India’s GDPin 2010, would have to grow and prosper. Ironically, although SMEs have been growing in size and importance, they often lack access to timely and adequate credit to meet working capital needs, incur high cost of credit, are technologically backward and also lack inadequate infrastructure and skilled manpower (Source: CRISIL Research – Religare Finvest Limited – Trends in SME Financing – August 2011). The SME financing sector accordingly presents a unique and scalable funding opportunity which our Company has continued to capitalise on. Our lending products aimed at providing financing to the SME segment include: 1. Loan against Property 2. Loan against Commercial Assets 3. Loan against Marketable Securities 4. SME Working Capital Loans Our Retail capital market financing includes the following products: 1. Loan against Securities 2. ESOP Funding As on June 30, 2011, SME finance and retail capital market finance activities accounted for 69% and 16% of our total loan book respectively. Further, our SME finance comprises of loans against property representing 36% of our total loan book as on June 30, 2011, commercial asset loans (commercial vehicle and construction equipment finance) representing 17 % of our total loan book as on June 30, 2011, SME working capital financing representing 8% of our total loan book as on June 30, 2011 and loans against marketable securities representing representing 8% of our total loan book as on June 30, 2011. Corporate lending represented 13% of our loan book as on June 30, 2011 and corporate auto lease represented 2% of our loan book as on June 30, 2011. Our Promoter, REL, through the entities promoted by it, offers a diversified range of financial services and products across different platforms, including equity and commodity broking, lending, online trading, investment banking, institutional equities, private client brokerage, wealth management, asset management, portfolio management services, investment advisory services, insurance broking, life insurance, providing integrated solutions to financial services needs across a diversified class of customers. REL’s diversified service platform has been designed to allow entities

30

within the Religare Group to leverage relationships, thereby increasing our ability to cross-sell our products and services. Over the past several years, we have expanded our presence into markets that are of greater relevance to the products we offer. As at June 30, 2011 our Company along with its Subsidiary has a distribution network of 39 branches spread across 15 states and 1 union territory. We believe our pan-India presence allows us to continue to capitalise on opportunities to grow our loan portfolio and that our in-house ability to appraise credit quality is a key to taking efficient credit decisions. Our Company’s employee strength as on June 30, 2011 was 1,018. Our Income from Operations and Net Profit After Tax (PAT) for the financial year ending March 31, 2011 is ` 10,736.17 million and ` 1,147.75 million respectively. Our Income from Operations and Profit After tax has grown at a CAGR of 49.76% and 35.59% respectively over the last three fiscal years. Our Loan Book has grown at a CAGR of 73.69% over the last three fiscal years. Our aggregate loan book as at June 30, 2011 was ` 99,265.44 million.

Key Operational & Financial Data

The table below sets forth operational and financial data as at and for the fiscal years 2011, 2010 and 2009.

As at / year ended March

31, 2011

As at / year ended

March 31, 2010

As at / year ended March 31,

2009

Loan Book (` million) 89,669.27 40,855.91 17,113.55

Total Borrowings (` million) 90,108.68 42,811.22 7,456.30

Net Worth (` million) 16,101.34 14,656.75 13,426.89

Debt Equity ratio (x) 5.60 2.92 0.56*

Capital Adequacy Ratio (%) 16.16 21.67 64.27

Net NPA (% to Total Loan Book) 0.02 0.12 0.68

* Equity also includes Share Application Money of ` 9433 million

Loan-Book as on June 30, 2011

The product-wise loan book as at June 30, 2011 of our Company is as follows:

Sl. No. Book Size

(` in million)

% of Total Book Size

( % )

Number of Customers

SME Financing

Loans Against Property 36,186.77 36 3,106

Commercial Assets 16,843.93 17 14,919

SME Working Capital Loans 7,729.28 8 3,823

Loans Against Marketable Securities 7,619.32 8 25

Sub Total (A) 68,379.30 69

Corporate Auto Lease (B) 1,560.73 2 2,212

Retail Capital Market Finance

Loans Against Securities 15,996.92 16 1,544

ESOP Funding 110.88 0 56

Sub Total (C) 16,107.80 16

Corporate Lending (D) 13,098.45 13 N/A

Personal Loan (E) 119.16 0 1,362

Grand Total (A)+(B)+(C)+(D)+(E) 99,265.44 100

31

Acquisition of equity stake in RHDFCL

For the purpose of consolidation of our lending portfolios, our Company acquired 34,998,250 equity shares of ` 10 each of RHDFCL, representing 87.50% of the paid-up equity share capital of RHDFCL, for an amount aggregating to ` 973.34 million from our Promoter. Accordingly with effect from December 3, 2010, RHDFCL has become a subsidiary of our Company. For details of RHDFCL, please refer to the section titled “Our Subsidiary” beginning on page 120 of this Prospectus.

Our Corporate Structure

Our Company is structured around two broad sub-organisations – operating organisation and governance organization. The operating organization consists of our front end activities such as sales, credit, operations and collections. The governance organization supports the operating structure with risk management, audit & process control, finance, legal, strategy, information technology and compliance.

Our Competitive Strengths

Diversified product portfolio with dedicated product management teams

Our Company’s product portfolio primarily comprises of loan against property, working capital and plant and machinery loans, commercial asset loans (including construction equipment and commercial vehicle loans) to small and medium enterprises, loan against shares and/or other securities. Our diverse revenue stream reduces our dependence on any particular product thus enabling us to spread and mitigate our risk exposure to any particular industry, business or customer segment.

Each of our product lines is supported by a team of experienced and dedicated professionals. Our senior and middle management team comprise officials with significant experience in the financial services sector and particularly in the financing industry, which we believe helps our Company implement policies and processes to ensure healthy credit quality and high standards of work ethics.

Synergies with our Promoter facilitates cross selling of our products and services

REL, through companies promoted by REL, offers to its customers a diversified financial services platform that provides various products, such as SME Financing, equity and commodity broking, wealth advisory services, insurance broking, life insurance, investment banking and institutional broking. REL’s diversified service platform has been so designed to allow entities under the Religare group, like ours, to leverage relationships across various lines of businesses, thereby increasing our ability to cross-sell our products and services.

Further we believe that REL’s experience in the various facets of the financial services sector through the entities promoted by REL allows us to understand market trends and mechanics and helps us in designing our products to suit

32

the requirements of our target customer base as well as to address opportunities that arise out of changes in market trends.

Wide Distribution Network

As at June 30, 2011 our Company had a distribution network of 39 branches spread across 15 states and 1 union territory. We believe that our pan-India presence allows us to continue to capitalise on opportunities to grow our loan portfolio and our in-house ability to appraise credit quality is a key to our efficient credit decisions. With our pan India presence and dedicated distribution, operations and underwriting teams, we seek to ensure that our credit assessment processes are robust and we provide financial facilities to creditworthy customers. Further, our Company benefits from the cross sell opportunities available through the other locations covered by our Group Companies. The Religare network gives us a strong pan-India presence.

Strong Risk and Credit Management Systems

In our SME Financing segment we are driving to build a robust loan portfolio while minimizing credit risks. The Company employs strict risk management standards to reduce credit risks and maintain asset quality and has developed robust recovery processes. Our senior management consists of personnel who have extensive experience in lending, banking and finance companies, to develop and implement RFL’s credit policy and thus, have been able to strengthen its credit appraisal and risk management systems. We also use our in-house research capabilities and insight into industry and sectoral outlook to make more informed calls in the business. We do the credit appraisal at each level in the organization. The credit decisions are approved at Branch, Regional and Central Head office level. Each division independently appraises the applicants’ established business and earnings and approve the credit application for loan offer. For effective and timely portfolio management, we have put in place a centralized analytics team publishing credit and portfolio performance reports for management review. In addition, periodic collection reviews are conducted on delinquent customers to evaluate problem areas and to drive collection efficiencies. Under our retail capital market finance division, we take advantage of REL’s centralised technology platforms for functions such as risk management, operational control, credit approval and account management. Thus, our branch offices serve primarily as sales offices and allow the business to be scaled with low incremental costs. Additionally, centralisation of these critical functions permits close supervision, thereby reducing various risks. The information technology systems at REL is capable of real-time analysis of customer data which allows us to provide our customers with real time service and helps us in efficient risk management. Through our risk management systems we have demonstrated a reduction in our Gross NPAs as a percentage of Total Loan Assets reduced to 0.10 % as of March 31, 2011 from 0.35 % as of March 31, 2010, and a reduction of our Net NPAs as a percentage of Net Loan Assets to 0.02 % as of March 31, 2011 from 0.12 % as of March, 2010. Growing customer base

The number of our registered customers has been growing at a steady pace, which we believe gives an indication of the strength of our business. We believe that the “Religare” brand has become relatively well known throughout India as the group has continued to expand its business. We rely on an effective combination of marketing campaigns coupled with our dedicated employees, who act as ambassadors for the growth and development of our business.

Access to a range of cost effective funding sources

We fund our capital requirements through a variety of sources. Our fund requirements are currently predominantly sourced through term loans from banks, issue of redeemable non-convertible debentures on a private placement basis, commercial papers and cash credit from banks including working capital loans. We access funds from a number of credit providers, including nationalized banks, private Indian banks and foreign banks, and our track record of prompt

33

debt servicing has allowed us to establish and maintain strong relationships with these financial institutions. We have also in the recent past raised subordinated loans eligible for Tier II capital. We also undertake securitization/assignment transactions to increase the efficient use of our capital and as a cost effective source of funds.

We believe that we have been able to achieve a relatively stable cost of funds despite the difficult conditions in the global and Indian economy and the resultant reduced liquidity and an increase in interest rates. We believe that we are able to borrow from a range of sources at competitive rates.

Strong Commitment from Promoter and persons in control of the Promoter

Our Company benefits from the guidance it receives from the highly experienced and professionally managed Board of our promoter company, REL. The Board of REL comprises of industry veterans and experienced professionals, who through their overall supervision and oversight over the subsidiary companies provide valuable guidance on their business model and strategy. REL and Religare Group entities also benefit from the strong commitment from their promoters, Mr. Malvinder Mohan Singh and Mr. Shivinder Mohan Singh. REL’s business expansion, through its subsidiaries, including our Company, has been supported by significant capital contributions by its promoters. Since the listing of REL in the year 2007, from time to time REL’s promoters and promoter Group has contributed funds to REL through capital infusion by way of subscription to equity shares offered on a rights basis, equity shares offered pursuant to a preferential allotment and equity shares issued pursuant to exercise of warrants. This demonstrates the strong commitment of REL’s promoter and promoter group towards REL’s business expansion plans through its subsidiaries, which include our Company.

Our Strategies

Build on a highly scalable operating platform

Our Company’s SME Finance business follows a region focused structure wherein our regional business directors are responsible for business development and profitability of our business for their respective regions. We have built a hub and spoke operating platform which we believe is scalable and can provide operational efficiencies for our future growth. We intend to continue to strategically leverage the platform in building our SME Finance book. We also intend to increase our operations in eastern India where we historically had relatively limited operations. This would not only help us in growing our loan book but also help us in achieving better geographic diversification in the loan portfolio.

Optimizing return while maintaining quality of Loan Book

We have consciously chosen to focus on providing secured loan products, which represent approximately 79% of our loan book as on June 30, 2011. We believe that we have implemented robust credit and strong risk management systems which we intend to rely upon to optimize our product mix in our loan portfolios. In addition to our secured loan products, we intend to also grow our unsecured assets portfolio in a measured manner, ensuring good quality standards of the portfolio. We believe that this will also help us in maintaining our margins in a rising interest rate scenario.

Continue to leverage on the strong synergies within REL group

We are focused on leveraging the synergistic opportunities presented by being a part of REL’s well diversified financial services platform. The relationships we have developed with our customers provide us with opportunities for repeat business and to cross sell our other products and services. For instance, relationship with our SME customer base can be leveraged to serve individual needs of proprietors, be it wealth management, life insurance, equity broking etc and vice versa. REL also offers capital markets advisory services to help SMEs in their growth which presents us with an accessible prospective customer base.

Focusing on Large Ticket High Quality Business

We wish to increase our focus on large ticket loan transactions with very good credit quality of customers having single or diversified collaterals. We believe that these transactions will help us significantly increase the size of the book, leveraging upon our existing resources. There is a significant scope to increase our Loan Book at competitive

34

spreads and a very high credit quality in the rapidly growing SME sector. We particularly intend to focus on our loans against property portfolio. According to CRISIL, loans against property fit the requirements of most SMEs, who constantly need funds to meet their rising working capital requirements. Based on interactions with leading financiers, CRISIL Research estimates total LAP disbursements to be at about ` 230 billion for 2010-11, which is expected grow by 17 % to ` 315 billion over the next two years (Source: CRISIL – Religare Finvest Limited – Trends in SME

Financing – August 2011). Our Company therefore sees significant opportunities in the loans against property segment which we intend to capitalise on.

Attract and retain high quality talent

The intellectual capital of our management and finance teams, as well as other professionals in our business, is critical to our success, and we accordingly intend to continue to focus on attracting and retaining high quality talent. In order to achieve this, we will continue to capitalize on our strengths in the area of recruiting. In particular, we plan to consolidate our position as an employer of choice within the NBFC sector.

35

THE ISSUE

The following is a summary of the Issue. This summary should be read in conjunction with and is qualified in its entirety by more detailed information in the section titled “Terms of the Issue” beginning on page 132 of this Prospectus.

Common Terms of NCDs

Issuer Religare Finvest Limited Issue Public Issue by our Company of NCDs aggregating upto ` 4,000 million with an option

to retain over-subscription upto ` 4,000 million for issuance of additional NCDs aggregating to a total of upto ` 8,000 million.

Stock Exchanges

proposed for listing of

the NCDs

BSE

Issuance and Trading Compulsorily in dematerialised form Trading Lot One NCD Depositories NSDL and CDSL Security Security for the purpose of this Issue will be created in accordance with the terms of

the Debenture Trust Deed. For further details please refer to the section titled “Issue

Structure” beginning on page 136 of this Prospectus. Rating The NCDs proposed to be issued under this Issue have been rated ‘[ICRA] AA-(stable)’

by ICRA for an amount of upto ` 10,000 million vide its letter dated August 12, 2011 and ‘CARE AA-’ by CARE for an amount of upto ` 8,000 million vide its letter dated August 17, 2011. The rating of the NCDs by ICRA indicates high degree of safety regarding timely servicing of financial obligations and carrying very low credit risk. The rating of the NCDs by CARE indicates high degree of safety regarding timely servicing of financial obligations and carrying very low credit risk. The ratings provided by ICRA and/or CARE may be suspended, withdrawn or revised at any time by the assigning rating agency and should be evaluated independently of any other rating. These ratings are not a recommendation to buy, sell or hold securities and investors should take their own decisions.

Issue Schedule ∗

The Issue shall be open from September 9, 2011 to September 26, 2011 with an option to close earlier and/or extend upto a period as may be determined by our Board.

Deemed Date of

Allotment

Deemed date of allotment shall be the date of issue of the Allotment Advice / regret.

* The subscription list shall remain open for subscription at the commencement of banking hours and close at the close of banking hours on the

dates indicated above, with an option for early closure or extension by such period, upto a period of 30 days from the date of opening of the

Issue, as may be decided by the Board of our Company subject to necessary approvals. In the event of such early closure of subscription list of

the Issue, our Company shall ensure that public notice of such early closure is published on or before the day of such early date of closure

through advertisement/s in a leading national daily newspaper.

36

The specific terms of each instrument are set out below:

Options I II

Frequency of Interest Payment Annual Annual

Minimum Application ` 10,000/- (10 NCDs) (for all options of NCDs, namely Options I and Option II either taken individually or collectively)

In Multiples of ` 1,000 (1 NCD) ` 1,000 (1 NCD)

Face Value of NCDs

(` / NCD)

` 1,000 ` 1,000

Issue Price (` / NCD) ` 1,000 ` 1,000

Mode of Interest Payment Through various options available Through various options available

Coupon (%) for NCD Holders in

Category I

12.10% per annum 12.00% per annum

Coupon (%) for NCD holders in the

Non-Institutional Portion (Category

II)

12.25% per annum 12.15% per annum

Coupon (%) for NCD holders in the

Reserved Individual Portion

(Category III)

12.50% per annum 12.25% per annum

Effective Yield (per annum) For Category I NCD holders – 12.10%

For NCD holders in the Non-Institutional Portion (Category II)–

12.25% For NCD holders in the Reserved Individual Portion (Category III)–

12.50%

For Category I NCD holders – 12.00%

For NCD holders in the Non-Institutional Portion (Category II)

– 12.15% For NCD holders in the Reserved Individual Portion (Category III)

– 12.25%

Put and call option Nil Nil

Tenor 60 months 36 months

Redemption Date

60 months from the Deemed Date of Allotment

36 months from the Deemed Date of Allotment.

Redemption Amount (`/NCD) Repayment of the Face Value plus any interest that may have accrued at the Redemption Date.

Repayment of the Face Value plus any interest that may have accrued at the Redemption Date.

Nature of Indebtedness Pari Passu with other secured creditors having a first pari-passu charge over the identified immovable property to be charged as security in connection with the NCDs and/or a first floating pari passu charge on the standard business receivables of our Company and priority over unsecured creditors

Pari Passu with other secured creditors having a first pari-passu charge over the identified immovable property to be charged as security in connection with the NCDs and/or a first floating pari passu charge on the standard business receivables of our Company and priority over unsecured creditors

Credit Rating ICRA ‘[ICRA] AA-(stable)’ for an amount

of upto ` 10,000 million ‘[ICRA] AA-(stable)’ for an amount of upto ` 10,000 million

CARE ‘CARE AA-’ for an amount of upto ` 8,000 million

‘CARE AA-’ for an amount of upto ` 8,000 million

Deemed Date of Allotment Deemed date of allotment shall be the date of issue of the Allotment Advice / regret.

Deemed date of allotment shall be the date of issue of the Allotment Advice / regret.

37

SUMMARY FINANCIAL STATEMENTS

The following tables present an extract of the Summary Financial Information of our Company and the Summary Financial Information of our Subsidiary. The Summary Financial Information of our Company and the Summary Financial Information of our Subsidiary should be read in conjunction with the examination reports thereon issued by our Statutory Auditors and the Subsidiary Auditors and statement of significant accounting policies and notes to accounts on the Summary Financial Information of our Company and the Summary Financial Information of our Subsidiary contained in the section titled “Financial Information” beginning on page 122 of this Prospectus.

38

SUMMARY FINANCIAL INFORMATION OF OUR COMPANY

A. SUMMARY INFORMATION OF OUR UNCONSOLIDATED ASSETS AND LIABILITIES OF OUR

COMPANY

(`̀̀̀ in million)

Particulars As at March 31,

2011 2010 2009 2008 2007

Assets A. Fixed Assets(Net block)

(including CWIP)

796.29 686.44 389.41 307.62 51.51

B. Investments 1,571.59 5,358.25 881.72 2,088.38 353.54

C. Deferred Tax Asset 81.52 - 16.16 3.39 -

D. Current Assets, Loans and Advances

Stock in Trade 4,853.34 6,858.37 - 9.40 -

Sundry Debtors 1,822.77 3,841.96 983.24 245.98 90.01

Cash and Bank Balances 10,340.75 2,184.07 544.80 2,247.85 314.08

Other Current Assets 429.54 235.70 256.38 25.09 -

Loans and Advances 90,570.72 41,420.24 18,708.86 16,283.14 5,684.06

Total 108,017.12 54,540.34 20,493.28 18,811.46 6,088.15

E. Total Assets (A+B+C+D) 110,466.52 60,585.03 21,780.57 21,210.85 6,493.20

Liabilities

F. Secured and Unsecured Loans

Secured Loans 52,256.61 9,977.09 395.03 1,091.25 1,889.69

Unsecured Loans 37,852.07 32,834.13 7,061.27 15,862.50 2,614.40

Total 90,108.68 42,811.22 7,456.30 16,953.75 4,504.09

G. Current Liabilities and Provisions

Current Liabilities 3,640.73 2,886.00 783.54 622.24 259.48

Provisions 615.77 225.20 113.84 101.36 38.04

Total 4,256.50 3,111.20 897.38 723.60 297.52

H. Deferred Tax Liability - 5.86 - - 6.46

I. Total Liabilities (F+G+H) 94,365.18 45,928.28 8,353.68 17,677.35 4,808.07

J. Net Worth (E-I) 16,101.34 14,656.75 13,426.89 3,533.50 1,685.13

Net Worth Represented by

K. Share Capital

Equity Share Capital 1,733.22 1,703.22 1,199.07 1,199.07 875.00

Share Application Money - - 9,433.00 - -

L. Reserves and Surplus 14,368.12 12,953.53 2,794.82 2,334.43 810.13

Net Worth (K+L) 16,101.34 14,656.75 13,426.89 3,533.50 1,685.13

39

B. SUMMARY INFORMATION OF OUR UNCONSOLIDATED PROFIT AND LOSS ACCOUNT OF

OUR COMPANY

(`̀̀̀ in million)

Particulars For the year ended March 31,

2011 2010 2009 2008 2007

A. Income

Income from Operations 10,736.17 4,620.18 3,196.16 2,420.94 953.27

Other Income 895.33 741.47 350.64 172.66 19.98

Total Income 11,631.50 5,361.65 3,546.80 2,593.60 973.25

B. Expenditure

Interest and Finance Charges 6,456.83 1,770.48 1,622.54 1,487.31 505.91

Personnel Expenses 1,063.84 693.89 446.44 186.15 76.94

Administrative & Other Expenses 2,248.57 1,435.29 772.09 363.49 95.77

Depreciation 99.89 43.13 19.50 10.79 6.82

Total Expenditure 9,869.13 3,942.79 2,860.57 2,047.74 685.44

C. Net Profit Before Tax (A-B) 1,762.37 1,418.86 686.23 545.86 287.81

D. Provision for Tax

- Current Tax (including Wealth Tax) 665.16 368.62 234.72 195.18 95.37

- Taxes for earlier years 36.84 - - 1.61 -

- Deferred Tax (Net) (87.38) 22.02 (12.77) (9.85) 2.18

- Fringe Benefit Tax - - 3.89 1.91 0.83

Total 614.62 390.64 225.84 188.85 98.38

E. Net Profit After Tax (C-D) 1,147.75 1,028.22 460.39 357.01 189.43

Add: Balance brought forward 813.45 542.05 219.78 98.87 27.46

F. Balance Available for

Appropriation

1,961.20 1,570.27 680.17 455.88 216.89

G. Appropriations:

Dividend on Preference Shares - - - - 10.48

Interim Dividend on Equity Shares 259.98 383.23 - 62.09 43.18

Final Dividend on Equity Shares - - - 48.17 -

Tax on Distributed Profits 43.18 65.13 - 18.74 7.53

Transfer to Statutory Reserve u/s 451C of RBI Act

229.55 205.64 92.08 71.40 37.89

Transfer to General Reserve 57.39 102.82 46.04 35.70 18.94

Total 590.10 756.82 138.12 236.10 118.02

H. Balance carried to Balance Sheet

(F-G)

1,371.10 813.45 542.05 219.78 98.87

40

C. SUMMARY INFORMATION OF OUR UNCONSOLIDATED CASH FLOW STATEMENT OF OUR

COMPANY

(`̀̀̀ in million)

Particulars For the year ended March 31,

2011 2010 2009 2008 2007

A

Cash Flow From Operating

Activities:

Net Profit Before Tax 1,762.37 1,418.86 686.23 545.86 287.81

Adjustments for:

Depreciation 99.89 43.13 19.50 10.79 6.82

Interest Expense 2,912.29 908.58 1,306.67 1,420.45 482.34

Interest Income* (298.08) (103.09) (121.20) (59.92) -

Income from Investment - Dividends (5.60) (10.10) (27.72) (4.90) (3.51)

Provision for Diminution in the value of long term Investments

27.77 2.00 - - -

Discount on issue of Commercial Paper

3,367.29 752.58 254.47 4.16 -

(Profit)/Loss on Fixed Assets sold (Net)

19.58 (0.01) - 1.72 (0.08)

(Profit)/Loss on sale of Investments (204.85) (498.19) (77.44) (59.97) (12.33)

Loans Written Off 183.45 474.02 232.81 75.57 -

Provision for Bad and Doubtful Loans and Advances

372.60 93.32 65.09 33.42 2.35

Provision for Gratuity & Leave Encashment

(11.54) 16.03 8.77 4.40 1.43

TDS on operating income (Including STT)

(489.10) (311.48) (255.87) (193.47) -

Operating profit before working

capital changes

7,736.07 2,785.65 2,091.31 1,778.11 764.83

Adjustments for changes in working

capital :

- (Increase)/Decrease in Sundry Debtors

2,020.94 (2,858.72) (739.15) (156.31) (87.39)

- (Increase)/Decrease in Stock in Trade 2,005.03 (6,858.37) 9.40 (9.41) -

- (Increase)/Decrease in Other Receivables

(49,396.51) (23,119.69) (2,837.82) (10,708.31) (1,664.08)

- Increase/(Decrease) in Trade and Other Payables

1,192.19 601.06 189.72 71.12 184.15

Cash generated from / (used in)

operations

(36,442.28) (29,450.07) (1,286.54) (9,024.80) (802.49)

- Taxes (Paid) / Refund(Net of TDS) (150.32) (122.84) (13.37) 5.16 (78.37)

Net Cash generated from / (used in)

Operating Activities (A)

(36,592.60) (29,572.91) (1,299.91) (9,019.64) (880.86)

B Cash Flow From Investing Activities:

Purchase of fixed assets (440.66) (312.78) (56.12) (253.89) (24.75)

Proceeds from sale of fixed assets 270.07 5.09 0.06 16.16 1.47

Capital Work in Progress (122.03) 18.56 (30.14) (31.32) (0.14)

Proceeds from Sale of Investments 252,647.87 471,024.23 76,449.34 122,886.05 15,603.57

Purchase of investments (248,656.36) (475,002.58 (75,165.24) (124,560.93) (15,944.77)

41

(`̀̀̀ in million)

Particulars For the year ended March 31,

2011 2010 2009 2008 2007

)

Interest Received (Revenue) 104.24 115.38 96.91 56.47 -

Dividend Received 5.60 18.50 19.32 4.90 3.51

Net Cash generated from / (used in)

Investing Activities (B)

3,808.73 (4,133.60) 1,314.13 (1,882.56) (361.11)

C Cash Flow From Financing

Activities:

Proceeds from fresh issue of Equity Share Capital (Including securities Premium)

- 650.00 9,433.00 1,620.36 1,250.00

Redemption of Preference Share Capital

- - - - (250.00)

Proceeds from Short term borrowings (334.81) 1,293.14 (682.01) (100.88) 205.69

Proceeds from Long term borrowings 34,531.61 9,975.00 - - -

Proceeds from Inter Corporate Loans (Net)

2,904.64 (2,248.40) 1,597.00 653.10 (968.09)

Proceeds from Commercial Papers / Debenture (Net)

(667.25) 27,255.48 (10,654.76) 12,590.84 900.00

Proceeds from Cash Credits / Working Capital Loans (Net)

7,747.90 (392.93) 395.03 (900.00) 750.00

Interest Paid (2,981.56) (738.16) (1,749.17) (931.23) (508.82)

Dividend Paid (259.98) (383.22) (48.17) (82.77) (33.14)

Dividend Tax Paid - (65.13) (8.19) (13.45) (4.65)

Net Cash generated from / (used in)

Financing Activities ( C )

40,940.55 35,345.78 (1,717.27) 12,835.97 1,340.99

Net Increase/(Decrease) in Cash &

Cash Equivalents (A+B+C)

8,156.68 1,639.27 (1,703.05) 1,933.77 99.02

Add: Cash and Cash Equivalents at

the beginning of the Year

2,184.07 544.80 2,247.85 314.08 215.06

Cash and Cash Equivalents at the

end of the Year

10,340.75 2,184.07 544.80 2,247.85 314.08

Cash and Cash Equivalents at the

year-end Comprises of

Cash in hand / cheques in hand 1.60 0.48 0.26 0.26 306.69

Fixed Deposits with Scheduled Banks 2,458.81 2,063.63 499.89 610.84 0.09

Balance with Scheduled Banks 7,880.34 119.96 44.65 1,636.75 7.30

10,340.75 2,184.07 544.80 2,247.85 314.08

* Interest income does not include interest from lending operation.

Figures in the brackets indicate cash outgo.

42

SUMMARY FINANCIAL INFORMATION OF OUR SUBSIDIARY

D. SUMMARY INFORMATION OF THE UNCONSOLIDATED ASSETS AND LIABILITIES OF OUR

SUBSIDIARY

(`̀̀̀ in million)

Particulars As at March 31,

2011

Assets

A. Fixed Assets(Net block)

(including CWIP) 0.26

B. Deferred Tax Asset (Net) 8.13

C. Current Assets, Loans and Advances

Housing and Other Loans 2,260.97

Cash and Bank Balances 59.19

Other Current Assets 1.20

Loans and Advances 23.04

Total 2,344.40

D. Total Assets (A+B+C) 2,352.79

Liabilities

E. Secured and Unsecured Loans

Secured Loans 61.35

Unsecured Loans 1,157.36

Total 1,218.71

F. Current Liabilities and Provisions

Current Liabilities 21.54

Provisions 24.46

Total 46.00

G. Total Liabilities (E+F) 1,264.71

H. Net Worth (D-G) 1,088.08

Net Worth Represented by

I. Share Capital

Equity Share Capital 399.98

J. Reserves and Surplus 688.10

Net Worth (I+J) 1,088.08

43

E. SUMMARY INFORMATION OF THE UNCONSOLIDATED PROFIT AND LOSS ACCOUNT OF

OUR SUBSIDIARY

(`̀̀̀ in million)

Particulars For the year ended

March 31,

2011

A. Income

Income from Operations 190.32

Other Income 12.00

Total Income 202.32

B. Expenditure

Interest and Finance Charges 48.41

Personnel Expenses 31.61

Administrative & Other Expenses 30.34

Depreciation 0.04

Total Expenditure 110.40

C. Net Profit Before Tax (A-B) 91.92

D. Provision for Tax

- Current Tax 29.27

- Taxes for earlier years (2.29)

- Deferred Tax (Net) (4.43)

Total 22.55

E. Net Profit After Tax (C-D) 69.37

Add: Balance brought forward (3.71)

F. Balance Available for Appropriation 65.66

G. Appropriations:

Transferred to Special Reserve 20.17

Total 20.17

H. Balance carried to Balance Sheet (F-G) 45.49

44

F. SUMMARY INFORMATION OF THE UNCONSOLIDATED CASH FLOW STATEMENT OF OUR

SUBSIDIARY

(`̀̀̀ in million)

Particulars For the year ended

March 31,

2011

A. Cash Flow From Operating Activities:

Net Profit Before Tax 91.92

Adjustments for:

Depreciation 0.04

Provision on Non-Performing Assets for :

-Housing Loans (Net) 3.24

-Non-Housing Loans (Net) 5.26

General Provision for loan loss on Standard Assets 6.93

Interest on Inter Corporate Loans 48.28

Provision for Doubtful Assets- Rent Receivables 0.13

Bad debts/Loans/Balances written off 0.18

Provision for Gratuity (0.42)

Provision for Leave Encashment 0.26

TDS on Operating Income (0.26)

Contingent Provision against Standard Assets-Written back (0.07)

Interest on Fixed Deposits (1.49)

Operating profit before working capital changes 154.00

Adjustments for changes in working capital :

-Decrease in Sundry Debtors 0.60

-Increase in Current Liabilities 12.99

-Increase in Other current assets (0.30)

-Increase in Loans & Advances (1,248.49)

Cash used in operations (1,235.20)

- Taxes Paid (Net of TDS) (43.85)

Net Cash used in Operating Activities (A) (1,125.05)

B. Cash Flow From Investing Activities:

Interest received 1.39

Proceeds from sale of long term Investments 0.20

Purchase of fixed assets (0.21)

Net Cash generated from Investing Activities (B) 1.38

C. Cash Flow From Financing Activities:

Secured loans received (Bank Overdraft) 35.61

Interest on Inter Corporate Loans (39.71)

Inter Corporate Loans (Net) 1,138.15

Net Cash generated from Financing Activities ( C ) 1,134.05

Net Increase in Cash & Cash Equivalents (A+B+C) 10.38

Add: Cash and Cash Equivalents at the beginning of the Year 48.81

Cash and Cash Equivalents at the end of the Year 59.19

Cash and Cash Equivalents at the year end Comprises of

Cash in hand / cheques in hand 0.02

Fixed Deposits with Scheduled Banks 21.43

Balance with Scheduled Banks 37.74

59.19

Figures in the brackets indicate cash outgo.

45

CAPITAL STRUCTURE

Details of share capital The share capital of our Company as at date of this Prospectus is set forth below:

Share Capital (`̀̀̀ in millions)

AUTHORISED SHARE CAPITAL

237,500,000 Equity Shares of ` 10/- each 2,375.00

12,500,000 Non Convertible Cumulative Redeemable Preference Shares of ` 10/- each 125.00

TOTAL 2,500.00

ISSUED

173,322,137 Equity Shares of ` 10/- each 1,733.22

12,500,000 Non Convertible Cumulative Redeemable Preference Shares of ` 10/- each 125.00

SUBSCRIBED

173,322,137 Equity Shares of ` 10/- each 1,733.22

12,500,000 Non Convertible Cumulative Redeemable Preference Shares of ` 10/- each 125.00

PAID-UP SHARE CAPITAL

173,322,137 Equity Shares of `10/- each 1,733.22

12,500,000 Non Convertible Cumulative Redeemable Preference Shares of ` 10/- each 125.00

TOTAL 1,858.22

Changes in the authorised capital of our Company as on the date of this Prospectus:

Sr.

No.

Date of Alteration Alteration

1. March 31, 1996 Increase in authorised share capital from ` 100,000 divided into 10,000 Equity Shares of ` 10/- each to ` 2,500,000/- divided into 250,000 Equity shares of ` 10 each.

2. September 15, 2004 Increase in authorised share capital from ` 2,500,000 divided into 250,000 Equity shares of ` 10 each to ` 20,000,000 divided into 2,000,000 Equity shares of ` 10 each

3. September 23, 2005 Increase in authorised share capital from ` 20,000,000 divided into 2,000,000 Equity shares of ` 10 each to ` 50,000,000 divided into 5,000,000 Equity shares of ` 10 each

4. February 2, 2006 Increase in authorised share capital from ` 50,000,000 divided into 5,000,000 Equity shares of ` 10 each to ` 550,000,000 divided into 5,000,000 Equity shares of ` 10 each and 50,000,000 Cumulative Redeemable Preference Shares of ` 10 each

5. March 22, 2006 Alteration of authorised share capital from ` 550,000,000 divided into 50,000,000 Cumulative Shares of ` 10 each and 5,000,000 Equity Shares of ` 10 each, to ` 550,000,000 divided into 25,000,000 Equity Shares of ` 10 each and 30,000,000 Cumulative Redeemable Preference Shares of ` 10 each by cancellation of un-issued 20,000,000 Cumulative Redeemable Preference Shares of ` 10 each and in lieu thereof by creation of 20,000,000 Equity shares of ` 10 each.

6. December 2, 2006 Increase in authorised share capital from ` 550,000,000 divided into 25,000,000 Equity shares of ` 10 and 30,000,000 Cumulative Redeemable Preference Shares of ` 10 each to ` 900,000,000 divided into 60,000,000 equity shares of ` 10 each and 30,000,000 Cumulative Redeemable Preference Shares of ` 10 each

7. December 30, 2006 Alteration of authorised share capital from ` 900,000,000 divided into 30,000,000

46

Sr.

No.

Date of Alteration Alteration

Cumulative Redeemable Preference Shares of ` 10 each and 60,000,000 Equity Shares of ` 10 each, to ` 900,000,000 divided into 90,000,000 Equity Shares of ` 10 each by cancellation of un-issued 30,000,000 Cumulative Redeemable Preference Shares of ` 10 each in lieu thereof by creation of 30,000,000 Equity shares of ` 10 each

8. October 22, 2007 Increase in authorised share capital from ` 900,000,000 divided into 90,000,000 Equity shares of ` 10 each to ` 1,500,000,000 divided into 150,000,000 Equity shares of ` 10 each

9. December 1, 2008 Increase in authorised share capital from ` 1,500,000,000 divided into 150,000,000 Equity shares ` 10 each to ` 2,500,000,000 divided into 250,000,000 Equity shares of ` 10 each.

10. June 30, 2011 Reclassification of authorised share capital of the Company of ` 2,500,000,000 divided into 250,000,000 Equity Shares of ` 10 each into 237,500,000 Equity Shares of ` 10 each and 12,500,000 Non-Convertible Cumulative Redeemable Preference Shares of ` 10 each.

Share Capital History of our Company

1. The following is the history of the equity share capital and securities premium account of our Company:

Date of Allotment Number of shares issued

and allotted

Issue Price

(`̀̀̀)

Premium (`̀̀̀) Cumulative Paid-Up

Capital (`)

January 6, 1995 20 10 0.00 200

October 14, 1997 150,000 10 0.00 1,500,200

November 25, 1997 50,000 10 0.00 2,000,200

November 5, 1999 49,980 10 0.00 2,500,000

September 29, 2004 1,750,000 10 0.00 20,000,000

September 30, 2005 3,000,000 10 0.00 50,000,000

March 28, 2006 20,000,000 10 0.00 250,000,000

December 12, 2006 12,500,000 10 10.00 375,000,000

December 30, 2006 50,000,000 10 10.00 875,000,000

November 05, 2007 12,121,760 10 40.00 996,217,600

November 19, 2007 10,695,377 10 40.00 1,103,171,370

March 31, 2008 9,590,000 10 40.00 1,199,071,370

July 1, 2009 47,165,000 10 190.00 1,670,721,370

July 23, 2009 2,000,000 10 190.00 1,690,721,370

March 8, 2010 1,250,000 10 190.00 1,703,221,370

July 23, 2010 3,000,000 10 190.00 1,733,221,370

Total 173,322,137 1,733,221,370

2. The following is the history of the non convertible cumulative redeemable preference share capital and securities premium account of our Company:

Date of Allotment Number of shares issued

and allotted

Issue Price

(`̀̀̀) Premium (`̀̀̀) Cumulative Paid-up

Capital (`̀̀̀)

March 28, 2006 25,000,000* 10 0.00 250,000,000

August 9, 2011 12,500,000 10 90.00 125,000,000

Total 12,500,000 125,000,000

* The preference shares have been redeemed on December 12, 2006

47

Shareholding Pattern of our Company as on August 26, 2011:

Total shareholding as a

% of total number of

Equity Shares

Shares pledged or

otherwise encumbered

Category of

Shareholder

Number

of

shareholde

rs

Total number

of Equity

Shares

Number of

shares held in

dematerialized

form % of

shares

(A+B)

% of shares

(A+B+C)

Number of

shares

As a % of

total

number of

equity

shares

(A) Shareholding of

Promoter and

Promoter Group

(1) Indian

Individuals/Hindu Undivided Family

0 0 0 0.00 0.00 0 0.00

Central Government/State Government(s)

0 0 0 0.00 0.00 0 0.00

Bodies Corporate 1 173,322,137 173,322,137 100.00 100.00 0 0.00

Financial Institutions/Banks

0 0 0 0.00 0.00 0 0.00

Any Other 0 0 0 0.00 0.00 0 0.00

Sub-Total (A) (1) 1 173,322,137 173,322,137 100.00 100.00 0 0.00 (2) Foreign

Individuals (Non-Resident Individuals/Foreign Individuals)

0 0 0 0.00 0.00 0 0.00

Bodies Corporate 0 0 0 0.00 0.00 0 0.00

Institutions/FII 0 0 0 0.00 0.00 0 0.00

Any Other 0 0 0 0.00 0.00 0 0.00

Sub-Total (A) (2) 0 0 0 0.00 0.00 0 0.00 Total Shareholding of

Promoter and

Promoter Group (A) =

(A)(1)+(A)(2)

1 173,322,137 173,322,137 100.00 100.00 0 0.00

(B) Public

Shareholding

(1) Institutions

Mutual Funds/ UTI 0 0 0 0.00 0.00 0 0.00

Financial Institutions / Banks

0 0 0 0.00 0.00 0 0.00

Central Government/State Government(s)

0 0 0 0.00 0.00 0 0.00

Venture Capital Fund 0 0 0 0.00 0.00 0 0.00

Insurance Companies 0 0 0 0.00 0.00 0 0.00

Foreign Institutional Investors

0 0 0 0.00 0.00 0 0.00

Foreign Venture Capital Investor

0 0 0 0.00 0.00 0 0.00

Any other 0 0 0 0.00 0.00 0 0.00

Sub-Total (B)(1) 0 0 0 0.00 0.00 0 0.00

Non-institutions

Bodies Corporate 0 0 0 0.00 0.00 0 0.00

Individuals 0 0 0 0.00 0.00 0 0.00

Individual shareholders holding nominal share capital up to ` 0.1

0 0 0 0.00 0.00 0 0.00

48

Total shareholding as a

% of total number of

Equity Shares

Shares pledged or

otherwise encumbered

Category of

Shareholder

Number

of

shareholde

rs

Total number

of Equity

Shares

Number of

shares held in

dematerialized

form % of

shares

(A+B)

% of shares

(A+B+C)

Number of

shares

As a % of

total

number of

equity

shares

million

Individual shareholders holding nominal share capital in excess of ` 0.1 million

0 0 0 0.00 0.00 0 0.00

Any other 0 0 0 0.00 0.00 0 0.00

Non Resident Indians 0 0 0 0.00 0.00 0 0.00

Trust 0 0 0 0.00 0.00 0 0.00

Clearing Members 0 0 0 0.00 0.00 0 0.00

Overseas Corporate Bodies

0 0 0 0.00 0.00 0 0.00

Any Other Total 0 0 0 0.00 0.00 0 0.00

Sub-Total (B) (2) 0 0 0 0.00 0.00 0 0.00

Total Public

Shareholding (B) =

(B)(1)+(B)(2)

0 0 0 0.00 0.00 0 0.00

Total (A) + (B) 1 173,322,137 173,322,137 100.00 100.00 0 0.00

(C) Shares held by

Custodians and against

which Depository

Receipts have been

issued

0 0 0 0.00 0.00 0 0.00

Promoter and Promoter Group

0 0 0 0.00 0.00 0 0.00

Public 0 0 0 0.00 0.00 0 0.00

Total C=C1+C2 0 0 0 0.00 0.00 0 0.00

Grand Total

(A)+(B)+(C) 1 173,322,137 173,322,137 100.00 100.00 0 0.00

List of top ten holders of Equity Shares of our Company as on August 26, 2011:

Sr.

No.

Name of shareholder Address Total Number

of Equity

Shares held

Percentage

Holding

(%)

1. Religare Enterprises Limited

D3, P3B, District Centre, Saket, New Delhi 110017

173,321,537 100.00

2. Japna Malvinder Singh * 1, Rajesh Pilot Lane, New Delhi – 110011, India 100 0.00

3. Aditi Shivinder Singh * 1, Rajesh Pilot Lane, New Delhi – 110011, India 100 0.00

4. Malvinder Mohan Singh* R/o 1A Lady Hill Road #03-01 Shangri – LA Residences, Singapore 258685

100 0.00

5. Shivinder Mohan Singh* 1, Rajesh Pilot Lane, New Delhi – 110011, India 100 0.00

6. Gurpreet Singh Dhillon * 115, Yashwant Palace, Chanakya Puri, New Delhi – 110029, India

100 0.00

7. Gurkirat Singh Dhillon * 115, Yashwant Palace, Chanakya Puri, New Delhi – 110029, India

100 0.00

Total 173,322,137 100.00

*Nominee of Religare Enterprises Limited

49

List of top ten holders of Preference Shares of our Company as on August 26, 2011:

Sr.

No.

Name of shareholder Address Total Number

of Preference

Shares held

Percentage

Holding

(%)

1. ICICI Bank Limited ICICI Bank Towers, NBCC Place, Bhishma Pitamah Marg, Pragati Vihar, New Delhi - 110003

12,500,000 100.00

Total 12,500,000

List of top ten holders of debt instruments, as on August 26, 2011

1. List of top ten holders of commercial paper (`̀̀̀ 25,430 million), as on August 26, 2011:

Sr.

No.

Name of holder Address Aggregate

Amount (`̀̀̀

in millions)

1. Deutsche Mutual Fund 2nd Floor, 222 Kodak House Dr. D.N. Road, Fort, Mumbai - 400 001

3,120.00

2. Reliance Mutual Fund One India Bull Centre, Tower 1, 11th Floor, Senapati Bapat Marg, Elphinston Station (W), Mumbai – 400 013.

3,000.00

3. JM Financial Mutual Fund

5th Floor, Apeejay House, 3, Dinshaw Vachha Road, Near K C College, Churchgate, Mumbai – 400020

2,770.00

4. Peerless Mutual Fund Ground Floor, Churchgate Chambers, Sir Vithaldas Thackersay Marg,New Marine Lines, Churchgate, Mumbai

2,750.00

5. BNP Paribas Mutual Fund 2nd Floor, French Bank Building 62, Homji Street, Fort, Mumbai – 400 001

2,520.00

6. IDBI Mutual Fund IDBI Mutual Fund, IDBI Building, Second Floor, Plot No. 39/40/41, Sector 11, CBD Belapur, Navi Mumbai – 400614

2,500.00

7. ICICI Prudential Mutual Fund

Hallmark Business Plaza, 3rd Floor, Sant Dnyaneshwar Marg, Opp. Gurunanak Hospital, Bandra East, Mumbai – 400 051.

2,450.00

8. L&T Mutual Fund L & T Mutual Fund, 309, 3rd Floor, Trade Centre, Bandra Kurla Complex, Bandra (East), Mumbai – 400 051

2,420.00

9. Taurus Mutual Fund Ground Floor, Aml Centr-I, 8 Mahal Industrial Estate, Maha Kali Caves Road, Andheri(E) Mumbai 400033

2,000.00

10. JP Morgan Mutual Fund J.P. Morgan Tower, Off. C.S.T. Road, Kalina, Santacruz East, Mumbai – 400 098

1,900.00

2. List of top ten holders of Secured Non-Convertible Debentures issued on a private placement basis (Series II –

Non - Convertible Debentures) (`̀̀̀ 1,340 million) of face value of `̀̀̀ 1,000,000 per debenture, as on August 26, 2011:

Sr.

No.

Name of holder Address Aggregate

Amount (`̀̀̀

in millions)

1. Standard Chartered Bank (Mauritius) Limited

Crescenzo, 3rd Floor, C-38/39,G-Block, Bandra Kurla Complex, Bandra (East), Mumbai 400 051

1,340.00

3. List of top ten holders of Secured Non-Convertible Debentures issued on a private placement basis (Series IV –

Non - Convertible Debentures) (`̀̀̀ 1,503 million) of face value of `̀̀̀ 1,000,000 per debenture, as on August 26, 2011:

Sr.

No.

Name of holder Address Aggregate

Amount (`̀̀̀

in millions)

50

Sr.

No.

Name of holder Address Aggregate

Amount (`̀̀̀

in millions)

1. SBI Pension Fund No. 32, 3rd floor Maker Chambers – III, Nariman Point, Mumbai 400021

303.00

2. Bank of Baroda Specialized Integrated Treasury Branch Kalpataru Heritage Building 6th Floor.Nanik Motwane Marg Mumbai – 400023

250.00

3. Union Bank of India Treasury Branch, Union Bank of Indian Bhawan, 5th Floor, 239, Vidhan Bhawan Marg, Nariman Point, Mumbai - 400 021

250.00

4. Syndicate Bank F I M Department Maker Towers E II Floor, Cuffe Parade, Colaba, Mumbai – 400005

200.00

5. Corporation Bank 15 Mittal Chambers 1st Floor, Nariman Point Mumbai – 400021 150.00

6. Allahabad Bank Allahabad Bank Building, 3rd Floor, 37 Mumbai Samachar Marg, Fort, Mumbai – 400023

100.00

7. Oriental Bank of Commerce

A 30 33 A Block Ist Floor, Connaught Place, New Delhi 110001 100.00

8. LIC Pension Fund Yogakshema, East Wing, 7th Floor, Jeevan Bima Marg, Mumbai – 400021

80.00

9. Air- India Employees Provident Fund

Finance Building, 1st Floor, Old Air Port, Kalina, Santacruz, Mumbai - 400 029

50.00

10. Karnataka Vikas Grameena Bank

Head Office Belgum Road, Dharwad, Karnataka – 580008 20.00

4. List of top ten holders of Unsecured Non-Convertible Subordinated Debentures issued on a private placement

basis (Series V - Subordinated - Non - Convertible Debentures) (`̀̀̀ 800 million) of face value of `̀̀̀ 1,000,000 per

debenture, as on August 26, 2011:

Sr.

No.

Name of holder Address Aggregate

Amount (`̀̀̀

in millions)

1. RHC Finance Limited 55, Hanuman Road, Connaught Place, New Delhi 449.00 2. Axis Bank Limited Treasury Operations Level IV, Axis House, Bombay Dyeing Mills

Compound, Pandurang Budhkar Marg, Worli, Mumbai - 400 025 165.00

3. Trustees Hindustan Steel Limited Contributory Provident Fund, Rourkela

Sail Rourkela, Rourkela – 769001 50.00

4. Chhattisgarh State Electricity Board (CSEB) Provident Fund Trust

Shed No 1, Dangania, Raipur - 492013 50.00

5. Chhattisgarh State Electricity Board Gratuity and Pension Fund Trust

O/F Ed Finance Shed No 7, Cseb Dangania, Raipur - 490001 50.00

6. Board of Trustees G. S. R. T. C. C P Fund

Central Office, Accounts Dept, Gitamandir Road, Ahmedabad - 380022

25.00

7. Indian Seamless Superannuation Scheme

Lunkad Towers, Viman Nagar, Off Pune Nagar Road, Pune – 411014

3.00

8. The Indian Seamless Metal Tubes Limited Provident Fund

Lunkad Towers, Viman Nagar, Off Pune Nagar Road, Pune – 411014

2.00

9. Rai and Sons Private Limited Employees Provident Fund

9A Phelps Building, Middle Ring, Connaught Place, New Delhi – 110001

2.00

51

Sr.

No.

Name of holder Address Aggregate

Amount (`̀̀̀

in millions)

10. Bhaskar Raychaudhuri 28G, Ramkrishna Samadhi, Kolkata – 700054 1.00

10. Ila Dhruv Kaji 7A Lands End Dongersey Road, Malbar Hill, Mumbai - 400006 1.00

10. Vaishali Dhruv Kaji 7A Lands End Dongersey Road, Malbar Hill, Mumbai – 400006 1.00

10. ISSAL Superannuation Fund

Indian Seamless Steels And Alloys Limited, Kapha Building, 174 Dhole Patil Road, Pune – 411001

1.00

5. List of top ten holders of Secured Non-Convertible Debentures issued on a private placement basis (Series VI -

Non - Convertible Debentures) (`̀̀̀ 1,490 million) of face value of `̀̀̀ 1,000,000 per debenture, as on August 26, 2011:

Sr.

No.

Name of holder Address Aggregate

Amount (`̀̀̀

in millions)

1. ICICI Prudential Mutual Fund

Hallmark Business Plaza, Sant Dyaneshwar Marg, Opp. Gurunanak Hospital, Bandra East, Mumbai – 400 051

1,490.00

6. List of top ten holders of Secured Non-Convertible Debentures issued on a private placement basis (Series VII -

Non - Convertible Debentures) (`̀̀̀ 980 million) of face value of `̀̀̀ 1,000,000 per debenture, as on August 26, 2011:

Sr.

No.

Name of holder Address Aggregate

Amount (`̀̀̀

in millions)

1. ICICI Prudential Mutual Fund

Hallmark Business Plaza, Sant Dyaneshwar Marg, Opp. Gurunanak Hospital, Bandra East, Mumbai - 400 051

980.00

7. List of top ten holders of Secured Non-Convertible Debentures issued on a private placement basis (Series VIII -

Non - Convertible Debentures) (`̀̀̀ 500 million) of face value of `̀̀̀ 1,000,000 per debenture, as on August 26, 2011:

Sr.

No.

Name of holder Address Aggregate

Amount (`̀̀̀

in millions)

1. Religare Mutual Fund DB House, Hazarimal Somani Marg, Post Box No. 1142, Fort, Mumbai - 400 001

500.00

8. List of top ten holders of Secured Non-Convertible Debentures issued on a private placement basis (Series IX -

Non - Convertible Debentures) (`̀̀̀ 550 million) of face value of `̀̀̀ 1,000,000 per debenture, as on August 26, 2011:

Sr.

No.

Name of holder Address Aggregate

Amount (`̀̀̀

in millions)

1. Citicorp Investment Bank (Singapore) Limited

3rd Flr, Trent House, G Block, Plot No. 60, BKC, Bandra – East, Mumbai - 400 051

550.00

9. List of top ten holders of Unsecured Non-Convertible Debentures issued on a private placement basis (Series X -

Subordinated - Non - Convertible Debentures) (`̀̀̀ 1,715 million) of face value of `̀̀̀ 1,000,000 per debenture, as on

August 26, 2011:

Sr.

No.

Name of holder Address Aggregate

Amount (`̀̀̀

in millions)

1. Axis Bank Limited

Axis Bank Limited, Treasury Operations Level IV, Axis House, Bombay Dyeing Mills Compound, Pandurang

1,000.00

52

Sr.

No.

Name of holder Address Aggregate

Amount (`̀̀̀

in millions)

Budhkar Marg, Worli, Mumbai - 400 025 2. Central Bank of India

Integrated Treasury Branch, 5th Floor, Chandamukhi Building, Nariman Point, Mumbai – 400 021

250.00

3. UCO Bank Treasury Branch, 359, D.N.Road, Fort, Mumbai - 400 001 200.00

4. Bank of Baroda

Bank of Baroda, DGM,Bank of Baroda, Specialized Integrated Treasury Br. Bst,4th and 5th floor,c-34 G-block Bandra Kurla Complex, Mumbai - 400051

150.00

5. Dena Bank Employees’ Pension Fund

Sharda Bhavan, 1st Floor, Near Mithibai College, V. M Marg, JVPD Scheme, Juhu Vile Parle( West), Mumbai - 400 056

100.00

6. HTC Global Services India Limited

Unit 25,SDF II,Phase II, MEPZ SEZ,Tambaram, Chennai - 600045 5.00

7. HMS Limited 22, Brabourne Road, Calcutta - 700001 2.00

8. Srinivas Raman

No 37/11 Meanee Avenue Tank Road Sivanchetty Garden Bangalore 560042

2.00

9. R. P. Trivikram No 8 6th Cross, Amarajyothinagar, Vijayanagar, Bangalore 560040 2.00

10. The Mysore Stoneware Pipes Potteries Limited

No 30 Sapthagiri, Gf 2 RMV Extension 10th Cross Sadashivnagar, Bangalore 560080

2.00

10. Jawahar Pamnany No.54, Ramakrishna Gardens, New Bel Road, Rmv 2nd State, Bangalore- 560054

2.00

10. List of top ten holders of Secured Non-Convertible Debentures issued on a private placement basis (Series XI -

Non - Convertible Debentures) (`̀̀̀ 230 million) of face value of `̀̀̀ 1,000,000 per debenture, as on August 26, 2011:

Sr.

No.

Name of holder Address Aggregate

Amount (`̀̀̀

in millions)

1. Hero Honda Motors Limited

34, Basant Lok, Vasant Vihar, New Delhi – 110057 120.00

2. Puran Associates Private Limited

4th Floor, Punjabi Bhawan, 10, Rouse Avenue, New Delhi - 110002 50.00

3. RHC Holdings Private Limited

55, Hanuman Road, Connaught Place, New Delhi - 110001 50.00

4. Deutsche Mutual Fund c/o Standard Chartered Bank, Crescenzo, 3rd Floor, C-38/39,G-Block, Bandra Kurla Complex, Bandra (East), Mumbai 400 051

10.00

11. List of top ten holders of Unsecured Non-Convertible Debentures issued on a private placement basis (Series XII -

Subordinated - Non - Convertible Debentures) (`̀̀̀ 35 million) of face value of `̀̀̀ 1,000,000 per debenture, as on

August 26, 2011:

Sr.

No.

Name of holder Address Aggregate

Amount (`̀̀̀

in millions)

1. Arvind Sahakari Bank Limited

Main Road, Katol, District Nagpur, Maharashtra – 441302 20.00

2. Mr. Nitin Wagh 3596, G MN, 5th CRS Hall 2nd Stage, Doopanahalli, Shanthi Nagar, Bangalore – 560008

7.00

3. Sprism Investment Services Private Limited

21, Raja Glitz, K. H. Road, Bangalore – 560027 4.00

4. T. M. Sriram Plot No 45, Shri Ramana Maduram, Defence Colony, Ekkatuthangal, Chennai - 600097

1.00

53

Sr.

No.

Name of holder Address Aggregate

Amount (`̀̀̀

in millions)

5. Sudha Trivikram No 86th Cross Amarjyothinagar, Vijayanagar, Bangalore – 560040 1.00

6. Vyjayanthi Kadambi 157 Defence Colony, 4 Main Road, Indiranagar, Bangalore – 560038 1.00

7. Mr. Jawahar Pamnany No. 54, Ramakrishna Gardens, New Bel Road, RMV, 2nd State, Bangalore – 560054

1.00

12. List of top ten holders of Compulsorily Convertible Debentures issued on a private placement basis (`̀̀̀ 1,500

million) of face value of `̀̀̀ 1,000,000 per debenture, as on August 26, 2011:

Sr.

No.

Name of holder Address Aggregate

Amount (`̀̀̀

in millions)

1. Religare Enterprises Limited

D3, P3B, District Centre, Saket, New Delhi, India 110 017 1,500.00

Other than as specifically disclosed in this Prospectus, our Company has not issued any debt securities for consideration other than cash.

Employee Stock Option Scheme of our Company Pursuant to the resolutions dated August 10, 2010 and December 15, 2010 passed by the shareholders of our Company, our Company has formulated an employee stock option scheme in 2010, namely, “Religare Finvest Limited Stock Option Scheme 2010”, (“ESOP Scheme”). As on the date of this Prospectus, our Company had issued 14,775,000 stock options under the ESOP Scheme, of which 435,000 stock options have lapsed as on June 2011, all stock options are unvested, none of the stock options are vested and unexercised and none of the stock options have been vested and exercised for Equity Shares. Under the ESOP Scheme the exercise price for stock options is ` 145 per Equity Share to be issued upon the exercise of such stock options.

Debt - equity ratio:

The debt-equity ratio prior to this Issue is based on a total outstanding unconsolidated debt of ` 90,108.67 million and unconsolidated shareholder funds amounting to ` 16,101.33 million as on March 31, 2011. The debt equity ratio post the Issue, (assuming subscription of NCDs aggregating to ` 8,000 million would be 6.09 times), is based on a total outstanding debt of ` 98,108.67 million and shareholders fund of ` 16,101.33 million as on March 31, 2011.

((((`̀̀̀ in millions)

Particulars# Prior to the Issue Post the Issue*

Secured loans as on March 31, 2011 52,256.61 60,256.61

Unsecured loans as on March 31, 2011 37,852.06 37,852. 06

Total Debt 90,108.67 98,108.67

Share capital as on March 31, 2011 1,733.22 1,733.22

Stock Option outstanding as on March 31, 2011

- -

Reserves as on March 31, 2011 14,368.11 14,368.11

Less: Misc. expenditure (to the extent not written off or adjusted) as on March 31, 2011

- -

Total Shareholders Fund 16,101.33 16,101.33

Debt Equity Ratio (Number of times) 5.60 6.09 # On an unconsolidated basis.

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* The debt-equity ratio post the Issue is indicative and is on account of assumed inflow of ` 8,000 million from the Issue, as on March 31, 2011 and does not include contingent and off-balance sheet liabilities or any further debt inflows from other sources or debt repayments in the interim period. The actual debt-equity ratio post the Issue would depend upon the actual position of debt and equity on the date of allotment. For details on the total outstanding debt of our Company, please refer to the section titled “Disclosures on Existing

Financial Indebtedness” beginning on page 123 of this Prospectus.

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OBJECTS OF THE ISSUE

The funds raised through this Issue, after meeting the expenditures of and related to the Issue, will be used for our various financing activities including lending and investments, subject to applicable statutory and/or regulatory requirements, to repay our existing debt and towards our business operations including for our capital expenditure and working capital requirements. The Main Objects clause of the Memorandum of Association of our Company permits our Company to undertake the activities for which the funds are being raised through the present Issue and also the activities which our Company has been carrying on till date. Interim Use of Proceeds

The management of our Company, in accordance with the policies formulated by it from time to time, will have flexibility in deploying the proceeds received from the Issue. Pending utilization of the proceeds out of the Issue for the purposes described above, our Company intends to temporarily invest funds in high quality interest bearing liquid instruments including money market mutual funds, deposits with banks or temporarily deploy the funds in investment grade interest bearing securities or inter corporate loans as may be approved by the Board. Such investment would be in accordance with the investment policies approved by the Board or any committee thereof from time to time. Monitoring of Utilization of Funds There is no requirement for appointment of a monitoring agency in terms of the SEBI (Issue and Listing of Debt Securities) Regulations, 2008. Our Board shall monitor the utilization of the proceeds of the Issue. For the relevant Financial Years commencing from FY 2012, our Company will disclose in our financial statements, the utilization of the net proceeds of the Issue under a separate head along with details, if any, in relation to all such proceeds of the Issue that have not been utilized thereby also indicating investments, if any, of such unutilized proceeds of the Issue. Utilization of proceeds from the NCDs allotted to NRIs, if any

We propose to issue NCDs to NRIs on a non-repatriable basis. Under the provisions of the Foreign Exchange Management (Borrowing and Lending in Rupees) Regulations, 2000, any monies borrowed from a person resident outside India cannot be used: (a) for any purpose except in ones own business other than (i) the business of chit fund, (ii) as Nidhi Company,

(iii) agricultural or plantation activities or real estate business; or construction of farm houses; or (iv) trading in Transferable Development Rights (TDRs); or

(b) for any investment, whether by way of capital or otherwise, in any company or partnership firm or proprietorship concern or any entity, whether incorporated or not, or for the purpose of re-lending.

We propose to offer NCDs for subscription, pursuant to the Issue, to NRIs only on a non-repatriable basis. So as to ensure compliance with the aforementioned, our Company shall open and maintain a separate escrow account with the Escrow Collection Bank(s) in connection with all application monies received from NRIs, (“NRI Escrow Account”). All application monies received from NRI applicants shall be deposited in the NRI Escrow Account maintained with each Escrow Collection Bank. Upon creation of security as disclosed in this Prospectus, the Escrow Collection Bank(s) shall transfer the monies from the NRI Escrow Accounts to a separate bank account, (“NRI Account”), which shall be different from the Public Issue Account. Our Company shall at all times ensure that any monies kept in the NRI Escrow Account and/or the NRI Account shall be utilised only in accordance with and subject to the restrictions contained in the Foreign Exchange Management (Borrowing and Lending in Rupee) Regulations, 2000, and other applicable statutory and/or regulatory requirements. Other Confirmation

In accordance with the Debt Regulations, our Company will not utilize the proceeds of the Issue for providing loans to or acquisitions of shares of any person who is a part of the same group as our Company or who is under the same management as our Company.

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The Issue proceeds shall not be utilized towards full or part consideration for the purchase or any other acquisition, inter alia by way of a lease, of any property. No part of the proceeds from this Issue will be paid by us as consideration to our Promoter, our Directors, Key Managerial Personnel, or companies promoted by our Promoter except in the usual course of business. There are no material existing or anticipated transactions in relation to the utilization of the proceeds of the Issue or estimated cost as mentioned in this section with our Promoter, our Directors, our Key Management Personnel or companies promoted by our Promoter. Further, the Company undertakes that Issue proceeds from NCDs allotted to banks shall not be used for any purpose which may be in contravention of the RBI guidelines on bank financing to NBFCs and therefore we believe that the investment by banks in the Issue would not be classified as capital market exposure under the current RBI regulations.

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STATEMENT OF TAX BENEFITS

Under the current tax laws, the following tax benefits, inter alia, will be available to the NCD Holder as mentioned below. The benefits are given as per the prevailing tax laws and may vary from time to time in accordance with amendments to the law or enactments thereto. The information given below lists out the possible benefits available to the NCD holders of an Indian company in a summary manner only and is not a complete analysis or listing of all potential tax consequences of the subscription, ownership and disposal of NCD. The NCD Holder is advised to consider in his own case the tax implications in respect of subscription to the NCD after consulting his tax advisor as alternate views are possible. We are not liable to the NCD Holder in any manner for placing reliance upon the contents of this statement of tax benefits. A. INCOME TAX

I To the Resident NCD Holder

1. Interest on NCDs received by NCD Holders would be subject to tax at the normal rates of tax in accordance with

and subject to the provisions of the Income Tax Act (“The Act”). 2. Interest on NCDs received by NCD holders would be subject to deduction of tax at source under section 193 of

the Income Tax Act. However, no tax is deductible at source on interest on NCDs in respect of the following:

(a) In case of payment of interest on NCDs to resident individual NCD Holder by the company through an account payee cheque and such NCDs being listed on a recognized stock exchange in India, provided the amount of interest or the aggregate of the amounts of such interest paid or likely to be paid during the financial year does not exceed ` 2,500;

(b) When the Assessing Officer issues a certificate on an application by a NCD Holder on satisfaction that the total income of the NCD Holder justifies nil/lower deduction of tax at source as per the provisions of Section 197(1) of the Act;

(c) When the resident NCD Holder (not being a company or a firm or a senior citizen) submits a declaration to

the payer in the prescribed Form 15G verified in the prescribed manner to the effect that the tax on his estimated total income of the financial year in which such income is to be included in computing his total income will be nil as per the provisions of Section 197A (1A) of the Act. Under Section 197A (1B) of the Act. Form 15G cannot be submitted nor considered for exemption from deduction of tax at source if the aggregate of income of the nature referred to in the said section, viz. dividend, interest, etc as prescribed therein, credited or paid or likely to be credited or paid during the financial year in which such income is to be included exceeds the maximum amount which is not chargeable to tax.

(d) On any securities issued by a company in a dematerialized form listed on recognized stock exchange in

India. 3. Further, w.e.f. April 1, 2010, as per section 206AA of the Act, every person who is entitled to receive any sum or

income or amount on which tax is deductible at source, is required to furnish his permanent account number (PAN) to the person responsible for deducting such tax, failing which tax shall be deducted at the rates as per the Act, or @20%, whichever is higher.

4. Interest on refund of application money will be subject to deduction of tax at source under section 194A if the

amount exceeds ` 5,000. 5. Under section 2 (29A) of the Act, read with section 2 (42A) of the Act, a listed NCD is treated as a long term

capital asset if the same is held for more than 12 months immediately preceding the date of its transfer.

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6. Capital gains tax is chargeable on sale/transfer of the NCDs in accordance with section 48 of the Act. Capital gains are computed as sale consideration less cost of acquisition less any expenditure incurred in connection with such transfer. However, in case of long-term capital gains on NCDs, benefit of indexation of cost of acquisition is not available as per third proviso to section 48 of the Act.

7. Under section 112 of the Act, capital gains arising on the transfer of long term capital assets being listed securities

are subject to tax at the rate of 10% of capital gains(plus applicable surcharge and education cess) calculated without indexation of the cost of acquisition.

8. In case of an individual or HUF, being a resident, where the total income as reduced by the long term capital gains

is below the maximum amount not chargeable to tax citizens, the long term capital gains shall be reduced by the amount by which the total income as so reduced falls short of the maximum amount which is not chargeable to income tax and the tax on the balance of such long-term capital gains shall be computed at the rate of 10% in accordance with and the proviso to sub-section (1) of section 112 of the Act .

9. Short-term capital gains on the transfer of listed NCDs, where NCDs are held for a period of not more than 12

months would be taxed at the normal rates of tax in accordance with and subject to the provision of the Act. The provisions related to minimum amount not chargeable to tax described at point 8 above would also apply to such short-term capital gains.

10. In case the NCDs are held as stock-in-trade, the income on transfer of NCDs would be taxed as business income

in accordance with and subject to the provisions of the Act. II To the Non Resident Indians

1. Under section 115E of the Act, income from NCDs acquired or purchased with or subscribed to by a non-resident

Indian in convertible foreign exchange will be taxable at 20%, whereas, long term capital gains on transfer of such NCDs will be taxable at 10%. Short-term capital gains will be taxable at the normal rates of tax in accordance with and subject to the provisions contained therein.

2. In accordance with and subject to the provisions of section 115I of the Act, Non-Resident Indian may opt not to be governed by the provisions of Chapter XII-A of the Act. In that case, please refer to section I for the tax implications arising on transfer of NCDs.

3. Under Section 195 of the Act, the company is required to deduct tax at source at the rate of 20% on investment income and at the rate of 10% on any long-term capital gains and as referred to in section 115E and at the normal rates for Short Term Capital Gains if the payee NCD Holder is a Non Resident Indian.

4. As per section 90(2) of the Act, in the case of a remittance to a country with which a Double Tax Avoidance

Agreement (DTAA) is in force, the tax should be deducted at the rate provided in the Finance Act of the relevant year or at the rate provided in the DTAA, whichever is more beneficial to the assessee.

5. Alternatively, to ensure non deduction or lower deduction of tax at source, as the case may be, the NCD Holder

should furnish a certificate under section 197(1) or 195(3) of the Act, from the Assessing Officer. III To the FIIs

In accordance with and subject to the provisions of section 115AD of the Act on transfer of NCDs by FIIs, long term capital gains are taxable at 10% (plus applicable surcharge and education and secondary and higher education cess) and short-term capital gains are taxable at 30% (plus applicable surcharge and education and secondary and higher education cess). The cost indexation benefit will not be available. Further, benefit of provisions of the first proviso of section 48 of the Act will not apply. Income other than capital gains arising out of NCDs is taxable at 20% in accordance with and subject to the provisions contained therein. In accordance with and subject to the provisions of section 196D (2) of the Act, no deduction of tax at source is applicable in respect of capital gains arising on the transfer of NCDs by FIIs.

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The provisions at section II (4 and 5) above would also apply to FIIs.

IV To the Other Eligible Institutions

All mutual funds registered under Securities and Exchange Board of India or set up by public sector banks or public financial institutions or authorized by the Reserve Bank of India be exempt from tax on all their income, including income from investment in NCDs under the provisions of Section 10(23D) of the Act subject to and in accordance with the provisions contained therein.

B. WEALTH TAX

Wealth-tax is not levied on investment in NCDs under section 2(ea) of the Wealth-tax Act, 1957.

C. GIFT TAX

Gift-tax is not levied on gift of NCDs in the hands of the donor as well as the done because the provisions of the Gift-tax Act, 1958 have ceased to apply in respect of gifts made on or after October 1, 1998. However, if any Individual or HUF, receives these debentures of the aggregate value over ` 50,000 from any person or persons without consideration or receives these NCDs for a consideration which is less than aggregate fair market value of the NCDs by an amount exceeding fifty thousand rupees, there will be liability to income tax to the extent provided in sec.56 (2)(vii) of the Income Tax Act.1961 to such receiver.

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SECTION IV : ABOUT THE ISSUER COMPANY AND THE INDUSTRY

INDUSTRY

The information in this section is derived from various government publications and other industry sources. Neither

we, nor any other person connected with the issue has verified this information. Industry sources and publications

generally state that the information contained therein has been obtained from sources generally believed to be

reliable, but their accuracy, completeness and underlying assumptions are not guaranteed and their reliability cannot

be assured and accordingly, investment decisions should not be based on such information.

In connection with the report by CRISIL Research titled "CRISIL Research – Religare Finvest Limited – Trends in

SME Financing – August 2011", CRISIL Research, a Division of CRISIL Limited has taken due care and caution in

preparing the aforementioned report. Information has been obtained by CRISIL from sources which it considers

reliable. However, CRISIL does not guarantee the accuracy, adequacy or completeness of any information and is not

responsible for any errors or omissions or for the results obtained from the use of such information. CRISIL is not

liable for investment decisions which may be based on the views expressed in the said report. CRISIL especially states

that it has no financial liability whatsoever to the subscribers/ users/ transmitters/ distributors of the said report.

CRISIL Research operates independently of, and does not have access to information obtained by CRISIL’s Ratings

Division, which may, in its regular operations, obtain information of a confidential nature which is not available to

CRISIL Research. No part of the aforesaid report may be published/reproduced in any form without CRISIL’s prior

written approval.

Our Company has obtained and relied upon certain information from the report by CRISIL Research titled " CRISIL

Research – Religare Finvest Limited – Trends in SME Financing – August 2011". Such information is included in this

Prospectus and identified by “Source: CRISIL Research – Religare Finvest Limited – Trends in SME Financing –

August 2011”. The said report has been prepared by CRISIL Research upon the request of our Company and is based

on their independent research. The information contained in the said report has not been verified by our Company, the

Lead Managers or any other independent source. There can be no assurance that the basis of the data included in the

said report or the findings thereof are completely accurate or reliable. Accordingly, investors are advised not to place

undue reliance on the data derived from the said report in their investment decision relating to our Company.

GLOBAL ECONOMY Even as recovery remains multi-speed, growth in both advanced economies and emerging/developing economies outpaced initial expectations. This raises hope for sustained, though moderately paced global recovery during 2011, with risks emerging from high oil prices. The Indian economy continued to outperform most emerging markets during 2010-11 retaining its position as the second fastest growing economy, after China, amongst the Group of Twenty (G-20) countries, (Source: Reserve Bank of India (RBI) ‘Macroeconomic and Monetary Developments in 2010-11’ dated

May 2, 2011 and RBI ‘Bulletin’ dated May 2011).

Data available on Calendar Year (CY) basis

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(Source: International Monetary Fund (IMF), World Economic Outlook (WEO) Database, April 2011; G-20 data

available at http://www.g20.org/about_what_is_g20.aspx; Central Intelligence Agency (CIA) available at

https://www.cia.gov/library/publications/the-world-factbook/docs/flagsoftheworld.html)

In its June 17, 2011 update of the World Economic Outlook, the IMF marginally lowered its global growth projection for 2011 to 4.3 % from 4.4 %. The IMF lowered the estimate for advanced economies by 0.2 percentage points, but projected that growth in most emerging and developing economies will stay. It also retained its growth forecast for India at 8.2 % at market prices corresponding to 8.0 % at factor cost. Global inflation is rising rapidly. The IMF revised its 2011 consumer price inflation forecast for advanced economies upwards by 0.4 percentage points. There are indications that inflation may start cooling off in some key emerging market economies. However, the wedge between producer price and headline consumer price inflation, as also between the latter and the core inflation component have widened disconcertingly. This has triggered a debate over how much longer advanced economies can defer an exit from an excessively accommodative monetary policy stance. The ECB has already raised policy rates twice this year, but policy dilemmas are palpable elsewhere, (Source: RBI

‘Macroeconomic and Monetary Developments - First Quarter Review 2011-12’ dated July 25, 2011 and ‘RBI

‘Bulletin’ dated August 11, 2011).

INDIAN ECONOMY

Output In 2010-11, the growth at 8.5 % was supported by a strong performance of the agriculture sector. While Gross Domestic Product (GDP) growth in 2010-11 was near trend, non-agricultural GDP growth was below trend, (Source:

RBI ‘Macroeconomic and Monetary Developments - First Quarter Review 2011-12’ dated July 25, 2011 and ‘RBI

‘Bulletin’ dated August 11, 2011).

Growth of GDP at Factor Cost by Economic Activity (at 2004-05 prices)

Growth Percent share in GDP

Industry 2008-09

2009-10

(QE)

2010-11

(RE)

2008-09

2009-10

(QE)

2010-11

(RE)

Agriculture, forestry & fishing (0.1)% 0.4% 6.6% 15.7% 14.6% 14.4% Industry 4.4% 8.0% 7.9% 28.1% 28.1% 27.9% Services 10.1% 10.1% 9.4% 56.2% 57.3% 57.7% GDP at factor cost 6.8% 8.0% 8.5% 100.0% 100.0% 100.0%

(QE): Quick Estimate; (RE): Revised Estimate (Source: Ministry of Finance, Government of India ‘Monthly Economic Report’ dated June 2011)

Macroeconomic Outlook Inflation has persisted at levels beyond the RBI’s comfort level which is inimical to growth. Inertial dynamics in wage and food prices have exacerbated the inflationary pressures. Inflation risks have stayed and high inflation is likely to persist during the second quarter of 2011-12, though moderation in inflation is expected in the later part of the year. On the other hand, growth has showed signs of some moderation. Risk factors have emerged that could adversely impact aggregate demand, (Source: RBI ‘Macroeconomic and Monetary Developments - First Quarter Review 2011-

12’ dated July 25, 2011)

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(Source: Office of the Economic Adviser, Ministry of Commerce and Industry, available at http://eaindustry.nic.in/)

Monetary and Liquidity Conditions Liquidity conditions eased further during Q1 of 2011-12 while remaining in deficit mode. This brought about an adjustment in liquidity in line with the policy objective. The easing reflected mainly structural factors, as the divergent trend between credit growth and deposit growth narrowed with rising interest rates. The sharp rise in currency growth observed during 2010- 11 was also reversed as the opportunity cost of holding currency increased with rise in deposit rates.

Monetary conditions remained tight during Q1 of 2011-12 with interest rates firming, deposit growth picking up and credit growth decelerating. The Reserve Bank persisted with its anti-inflationary monetary policy stance during Q1 of 2011-12.

Movements in Key Policy Rates in India

Effective since Reverse Repo Rate Repo Rate Cash Reserve Ratio

1 2 3 4

October 11, 2008 6.00% 9.00% 6.50% (–2.50%) October 20, 2008 6.00% 8.00% (–1.00%) 6.50% October 25, 2008 6.00% 8.00% 6.00% (–0.50%) November 3, 2008 6.00% 7.50% (–0.50%) 6.00% November 8, 2008 6.00% 7.50% 5.50% (–0.50%) December 8, 2008 5.00% (-1.00%) 6.50% (–1.00%) 5.50% January 5, 2009 4.00% (-1.00%) 5.50% (–1.00%) 5.50% January 17, 2009 4.00% 5.50% 5.00% (–0.50%) March 4, 2009 3.50% (-0.50%) 5.00% (-0.50%) 5.00% April 21, 2009 3.25% (-0.25%) 4.75% (-0.25%) 5.00% February 13, 2010 3.25% 4.75% 5.50% (+0.50%) February 27, 2010 3.25% 4.75% 5.75% (+0.25%) March 19, 2010 3.50% (+0.25%) 5.00% (+0.25%) 5.75% April 20, 2010 3.75% (+0.25%) 5.25% (+0.25%) 5.75% April 24, 2010 3.75% 5.25% 6.00% (+0.25%) July 2, 2010 4.00% (+0.25%) 5.50% (+0.25%) 6.00% July 27, 2010 4.50% (+0.50%) 5.75% (+0.25%) 6.00% September 16, 2010 5.00% (+0.50%) 6.00% (+0.25%) 6.00% November 2, 2010 5.25% (+0.25%) 6.25% (+0.25%) 6.00% January 25, 2011 5.50% (+0.25%) 6.50% (+0.25%) 6.00% March 17, 2011 5.75% (+0.25%) 6.75% (+0.25%) 6.00% May 3, 2011 6.25% (+0.50%) 7.25% (+0.50%) 6.00% June 16, 2011 6.50% (+0.25%) 7.50% (+0.25%) 6.00% July 26, 2011 7.00% (+0.50%) 8.00% (+0.50%) 6.00%

Reverse Repo indicates absorption of liquidity and Repo indicates injection of liquidity Figures in parentheses indicate change in policy rates in percentage (Source: RBI ‘Macroeconomic and Monetary Developments - First Quarter Review 2011-12’ dated July 25, 2011)

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Financial Markets

Monetary transmission strengthened during the fourth quarter of 2010-11 with interest rates firming up gradually across the spectrum as liquidity remained in deficit mode. The policy transmission to deposit and lending rates is visible in the current base rate regime. Asset prices, including property prices, generally remained range bound. Equity markets experienced orderly correction in the fourth quarter of 2010-11. The rupee exhibited two-way movements against the US dollar (USD) without any intervention or active capital account management, (Source: RBI

‘Macroeconomic and Monetary Developments in 2010-11’ dated May 2, 2011 and ‘RBI ‘Bulletin’ dated May 2011)

BSE Sensex and NSE Nifty Performance

(Rebased to 100 on April 1, 2008)

40

60

80

100

120

140

March 31,

2008

September

30, 2008

March 31,

2009

September

30, 2009

March 31,

2010

September

30, 2010

March 31,

2011

BSE Sensex

NSE Nifty

Source: BSE

RBI Reference Rates

(Rs./1 USD)

35

40

45

50

55

March 31,

2008

September 30,

2008

March 31,

2009

September 30,

2009

March 31,

2010

September 30,

2010

March 31,

2011

Source: RBI Debt Market The debt market in India comprises mainly of two categories – the government securities or the G-Sec markets consisting of central government, state governments securities and the corporate bond market. The government to finance its fiscal deficit floats the fixed income instruments and borrows by issuing G-Secs that are sovereign securities which are issued by the RBI on behalf of Government of India. The corporate bond market also known as non G-Sec market consists of financial institution (FI) bonds, Public Sector Unit (PSU) bonds and corporate bonds/debentures.

Primary Debt Market

Government and corporate sector collectively raised a total of ` 8,155,967 million from primary market during 2009-10. About 76.46% has been raised by the Government, while the balance by the corporate sector.

Resources Raised from Debt Markets (` in million)

Issuer 2008-09 2009-10 April 2010 to

September 2010

Corporate 1,758,267 1,919,777 1,076,772

Public Issues 15,000 25,000 5,000

Private 1,743,267 1,894,777 1,071,772

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Resources Raised from Debt Markets (` in million)

Issuer 2008-09 2009-10 April 2010 to

September 2010

Placements*

Government 4,366,880 6,236,190 -

Total 6,125,147 8,155,967 1,076,772

-: Nil / Negligible * Only debt placements with a tenor and put/call option of 1 year or more

Resources Raised by Corporate Sector (` in million)

Issuer 2007-08 2008-09 2009-10 April 2010 to

September

2010

Public Equity Issues 522,190 20,830 467,366 147,523 Rights Issues 325,180 1,26,370 83,186 34,890 Debt Public Issues 10,000 15,000 25,000 5,000 Debt Private Placements* 1,152,661 1,743,267 1,894,777 1,071,772 Total Resource Mobilisation 2,010,031 1,905,467 2,470,329 1,259,185

% share in Total Resource

Mobilisation

Public Equity Issues 25.98% 1.09% 18.92% 11.72% Rights Issue 16.18% 6.63% 3.37% 2.77% Debt Public Issues 0.50% 0.79% 1.01% 0.40% Debt Private Placements* 57.35% 91.49% 76.70% 85.12%

* Only debt placements with a tenor and put/call option of 1 year or more Secondary Debt Market

The aggregate secondary market transactions in debt securities (including government and non-government securities) increased by 36.78% to ` 85,780,050 million in 2009-10 from ` 62,713,470 million in 2008-09. Non-government securities accounted for 1.68% of total turnover in debt market. NSE accounted for about 6.58% of total turnover in debt securities (i.e. in both G-Sec and Non G-Sec securities) during 2009-10. The non-government securities are traded on the Wholesale Debt Market (WDM) and Capital Market (CM) segments of the NSE, and on the BSE (F Category). The turnover in non-government securities on WDM segment of NSE was ` 1,430,174 million in 2009-10, higher by 218.96% than that during the preceding year. BSE reported a turnover of ` 7,091 million during 2009-10.

Turnover of Debt Securities (` in million)

Securities 2008-09 2009-10

Government Securities 62,254,360 84,337,567* WDM Segment of NSE 2,911,124 4,207,985 Rest of SGL 59,343,816 80,129,581 Non Government Securities 459,110 1,442,484 CM Segment of NSE 1,005 5,219 WDM Segment of NSE 448,391 1,430,174 ‘F’ Category of BSE 9,714 7,091 Total 62,713,470 85,780,050

* includes NDS-OM turnover (Source: NSE ‘Indian Securities Market, A Review (ISMR) – 2010’)

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Non Bank Financial Companies (NBFC) Non-Banking Finance Companies (NBFCs) are an integral part of the country’s financial system, catering to a large market of niche customers, and have emerged as one of the major purveyors of retail and SME credit in India. It is a heterogeneous group of institutions (other than commercial and co-operative banks) performing financial intermediation in a variety of ways, such as accepting deposits, making loans and advances, providing leasing/hire purchase services, among others. There are over 12,000 NBFCs in India mostly in the private sector, (Source: Reserve Bank of India, Annual Report, August 2009). NBFCs can be distinguished from banks with respect to the degree and nature of regulatory and supervisory controls. Firstly, the regulations governing these institutions are relatively lighter as compared to banks. Secondly, they are not subject to certain regulatory prescriptions applicable to banks. For instance, NBFCs are not subject to Cash Reserve Requirement (CRR) like banks. They are, however, mandated to maintain 15 % of their public deposit liabilities in Government and other approved securities as Statutory Liquidity Ratio (SLR). Thirdly, they do not have deposit insurance coverage and refinance facilities from the Reserve Bank. Fourthly, NBFCs do not have cheque issuing facilities and are not part of the payment and settlement system. There are two broad categories of NBFCs based on whether they accept public deposits, namely, NBFC-Deposit taking (NBFC-D) and NBFCs-Non Deposit taking (NBFC-ND). Till recently, NBFCs-ND were subject to minimal regulation as they were non-deposit taking bodies and considered as posing little threat to financial stability. However, recognising the growing importance of this segment and its interlinkages with banks and other financial institutions, capital adequacy and exposure norms have been made applicable to NBFCs- ND that are large and systemically important from April 1, 2007; such entities are referred to as NBFCs-ND-Systemically Important (SI). Since 2006, NBFCs were reclassified based on whether they were involved in the creation of productive assets. Under the new classification, the NBFCs creating productive assets were divided into three major categories, namely, asset finance companies, loan companies and investment companies. Considering the growing importance of infrastructural finance, a fourth category of NBFCs involved in infrastructural finance was introduced in February 2010 namely infrastructure finance companies. (Source: http://www.rbi.org.in/scripts/PublicationsView.aspx?id=12978)

The working and operations of NBFCs are regulated by the Reserve Bank of India (RBI) within the framework of the Reserve Bank of India Act, 1934 (Chapter III B) and the directions issued by it under the Act. As per the RBI Act, a 'non-banking financial company' is defined as:- (i) a financial institution which is a company; (ii) a non banking institution which is a company and which has as its principal business the receiving of deposits, under any scheme or arrangement or in any other manner, or lending in any manner; (iii) such other non-banking institution or class of such institutions, as the bank may, with the previous approval of the Central Government and by notification in the Official Gazette, specify. (Source: http://business.gov.in/business_financing/non_banking.php)

NBFCs as a whole account for 11.2 % of assets of the total financial system. The total number of NBFCs registered with the RBI, consisting of NBFCs-D and NBFCs-ND, declined from 12,740 in end-June 2009 to 12,630 in end-June 2010. The number of NBFCs-D declined from 336 to 308 during the same period, mainly due to the exit of many NBFCs-D from deposit- taking activity, while non-deposit-taking systemically important NBFCs (NBFCs-ND-SI with asset size ` 1,000 million and above) increased from 234 to 260 during the same period.

Number of NBFCs Registered with RBI

End June Number of Registered NBFCs Number of NBFCs-D Number of NBFCs-ND-SI

(with asset size `̀̀̀ 1,000

million and above)

2005 13,261 507 -

2006 13,014 428 149

2007 12,968 401 173

2008 12,809 364 189

2009 12,740 336 234

2010 12,630 308 260

Source: http://indiabudget.nic.in/es2010-11/echap-05.pdf

66

Role of NBFCs in the economy and growth drivers for this segment are: 1. Supplement to bank credit for semi-urban and rural areas 2. Facilitating the flow of credit in development of sectors like Transport and Infrastructure 3. Greater customer orientation and customized lending solutions to target segment 4. Fast and easy access to credit information for credit appraisal

OVERVIEW OF THE MICRO SMALL AND MEDIUM ENTERPRISES (MSME) FINANCE

MSME/SME Sector

Micro, Small and Medium Enterprises (MSMEs), including khadi and village/rural enterprises credited with generating the highest rates of employment growth, account for a major share of industrial production and exports. They also play a key role in the development of economies with their effective, efficient, flexible and innovative entrepreneurial spirit. The socio-economic policies adopted by India since the Industries (Development and Regulation) Act, 1951 have laid stress on MSMEs as a means to improve the country’s economic conditions, (Source:

Ministry of MSME Annual Report 2010-11).

The small and medium enterprises (SMEs) today constitute a very important segment of the Indian economy, accounting for around 95% of the industrial units. As per Economic survey 2009-10, the SME sector accounts for 45 % of goods manufactured and 40 % of exports. As such, growth of this sector is important for the economic and social development of the country. If the Indian economy is to move on to a higher growth trajectory, SMEs, who collectively contribute 17 % of India’s GDP, would have to grow and prosper, (Source: CRISIL Research – Religare

Finvest Limited – Trends in SME Financing – August 2011). In recognition of the contribution and vast potential of the MSME sector in the economy, provision of adequate credit to this sector continues to be an important element of banking policy, particularly after the initiation of structural reforms in 1991. The Government of India has from time to time taken economic policy initiatives to promote this sector and enhance credit to small and medium enterprises. Some of the initiatives of the Government towards MSME financing include setting up of credit guarantee fund trust for small industries, risk sharing facility, venture capital funding, micro credit, etc. (Source: Ministry of MSME Annual Report 2010-11) The SMEs sector has performed exceedingly well and enabled our country to achieve a wide measure of industrial growth and diversification. By its less capital intensive and high labour absorption nature, SMEs sector has made significant contributions towards employment generation and rural industrialisation. As per industry sources, SMEs sector in India employs about 60 million people creating largest employment opportunities for the Indian populace, next only to agriculture, (Source: CRISIL Research – Religare Finvest Limited – Trends in SME Financing – August

2011)

Credit to the MSME sector

Although SMEs have been growing in size and importance, they often lack access to timely and adequate credit to meet working capital needs, incur high cost of credit, are technologically backward and also lack inadequate infrastructure and skilled manpower, (Source: CRISIL Research – Religare Finvest Limited – Trends in SME

Financing – August 2011). With alternative sources of financing – such as primary equity markets, private equity, and venture capital - remaining closed to SMEs on lack of investor interest, greater access to funds through financiers will drive their growth. At the same time, SME lending is viewed as a significant and profitable business opportunity for financiers, which will enable them to diversify their loan book across sectors for a sustained long-term growth in credit, (Source: CRISIL

Research – Religare Finvest Limited – Trends in SME Financing – August 2011). Financiers are cautious while funding to SMEs, due to the latter’s small scale of operations, high default risk and relatively higher transaction costs. As of March 2011, outstanding bank credit to SMEs constituted 11.3 % of the total credit outstanding. As of March 2011, outstanding SME credit of ` 4,137 billion accounted for about 25.5 % of the industry portfolio of scheduled commercial banks in India, (Source: CRISIL Research – Religare Finvest Limited –

67

Trends in SME Financing – August 2011). Financiers are generally averse to funding SMEs, as they tend to be more vulnerable than large corporates to industry downcycles. They are also not technologically updated due to their low net worth and limited ability to raise additional capital. Financiers’ SME portfolios also tend to have NPAs higher than overall average NPAs in the industry portfolio, thus reflecting the inherent risk associated with lending to SMEs. It is estimated that the proportion of NPAs in financiers’ SME portfolio is 1.5-1.6 times the average NPAs in their total industry portfolio. Despite this, the SME lending is believed to represent a significant and profitable business opportunity for financiers, (Source: CRISIL

Research – Religare Finvest Limited – Trends in SME Financing – August 2011).

Potential to increase lending to the under-banked SME segment

With most SMEs getting their businesses rated by credit rating agencies, financiers’ confidence on these entities is slowly increasing. Nevertheless, the potential for increasing lending to the under-banked SME segment remains yet significant SME lending will be a significant and profitable business opportunity for financiers. Growth in SME lending would also enable financiers to diversify their loan book across sectors for sustained long-term growth in credit, (Source: CRISIL Research – Religare Finvest Limited – Trends in SME Financing – August 2011). However, to tap the potential in this segment, financiers would need to change their approach for assessing the creditworthiness of SMEs. Currently, they look at the collateral offered, the financial and operational strength of the SME, and the promoter’s qualifications and experience, in that order, (Source: CRISIL Research – Religare Finvest

Limited – Trends in SME Financing – August 2011).

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Going ahead, financiers would need to make SME lending more objective rather than basing it solely on collateral or relationships developed over the years. For instance, if financiers increase exposure in SME sectors or clusters that rank high in growth, competitiveness and financial strength and reduce exposure to those ranking low on these parameters, they are likely to earn a higher risk-adjusted return, (Source: CRISIL Research – Religare Finvest Limited

– Trends in SME Financing – August 2011). Moreover, in the case of certain clusters, active intervention by the government, industry or cluster associations and financiers to eliminate critical bottlenecks would enhance the growth prospects of SMEs operating in those clusters, thereby increasing growth opportunities for financiers, (Source: CRISIL Research – Religare Finvest Limited – Trends

in SME Financing – August 2011).

Top 15 cities contribute 75 % of the SME advances

MSME opportunity in terms of proportionate distribution of advances is concentrated in 60 cities in India; with top 15 cities estimated to contribute around 75 % of the advances. These cities include approximately 1,200 manufacturing clusters. Apart from the major metros like Mumbai, Delhi, Chennai, Kolkata, and, it includes prominent cities like Bangalore, Ahmedabad, Hyderabad, Coimbatore, Pune, Chandigarh, Ludhiana, Jaipur, Vadodra, Ernakulum and Surat, (Source: CRISIL Research – Religare Finvest Limited – Trends in SME Financing – August 2011). The Chennai and Pune auto components, Bengaluru and Rajkot machine tools, and Ambur leather clusters are the most attractive clusters from a growth prospects and competitiveness perspective. The attractiveness of these clusters arises from a combination of industry growth prospects and cluster-specific factors like product profile, coordinated actions for cluster development and government support, (Source: CRISIL Research – Religare Finvest Limited –

Trends in SME Financing – August 2011). In order to enhance growth in the SME lending space financiers need to concentrate on sectors with better creditworthiness, (Source: CRISIL Research – Religare Finvest Limited – Trends in SME Financing – August 2011).

Creditworthiness of sectors has been assessed based on relative business strength and financial strength of the SMEs across these sectors, (Source: CRISIL Research – Religare Finvest Limited – Trends in SME Financing – August

2011). Increasing exposure to SMEs in auto components, food processing, machine tools and plastics and plastic products would be the most lucrative for financiers from a risk-return perspective. The business risk is lower and the financial strength is relatively higher in these sectors than in the other sectors, (Source: CRISIL Research – Religare Finvest

Limited – Trends in SME Financing – August 2011). Financiers would need to trim exposure to ceramic tiles and sanitary ware, refractories, rice mills and seafood, which

Relative creditworthiness of sectors with High SME presence

High Medium Low

Auto components Dyes and pigments Rice mills

Machine tools Textiles Refractories

Plastics and plastic products Re‐rolling mills Sea food

Food processing Packaging Ceramic tiles and sanitary ware

Gems and jewellery

Pumps

Poultry products

Leather and leather products

Source: CRISIL Research

69

would be relatively less attractive sectors from a risk-return perspective, in CRISIL Research’s assessment, (Source:

CRISIL Research – Religare Finvest Limited – Trends in SME Financing – August 2011).

SWOT Analysis – SME Financing

Strengths Weakness

Need lower investments High transaction costs involved due to substantial number of transactions to deliver a certain amount of credit

Focus on relatively smaller markets Availability of local knowledge is of paramount importance

Opportunity to increase product per customer (PPC) because of the increasing requirements of MSMEs and ability to cross sell

Understanding of the owner’s character and personal capability is required to gauge the risk levels involved and not documentation

MSMEs present the opportunity to increase fee based income from cross sales of other financial products / services

Lending to move from an exposure driven system to one based on the robustness of portfolios

Opportunities Threats

Upsurge in the number of MSMEs which are rated by rating agencies make them lucrative and credible loan propositions

Advent of SME exchange may lead to MSMEs preferring equity funding over debt

Innovative developments such as micro credit, MSME credit-rating mechanisms and MSME portfolio securitization are leading the way towards a more robust system

Largely seen as a part of regulated lending by a network of state created institutions

Information asymmetry leading to inability in differentiating between “good risk” and “bad risks”

Risk of high NPAs

(Source: CRISIL Research – Religare Finvest Limited – Trends in SME Financing – August 2011)

Role of NBFCs in SME Financing NBFC sector is emerging as a strong financial intermediary in making financial services accessible to a wider set of customer segments. Higher penetration in rural and semi-urban markets, product and process innovation and continued focus on core business are key enablers of steady growth and competitive positioning of NBFCs while lending to the underpenetrated SME segment. NBFCs have over the years acquired scale of operation and become structurally more resilient after the challenging years it faced between 2007 and 2009. NBFCs have been able to increase their in the financing market with strengthened internal processes, enhanced origination and collection practices, introduced product innovations, improved operating efficiencies and stronger presence in wider markets, (Source: CRISIL Research – Religare Finvest

Limited – Trends in SME Financing – August 2011). NBFCs are playing a key role in extending finance to SMEs by having a range of product offering in their portfolio. Some of the major products offered to SMEs by the NBFCs in India include the following:

• Loan against property

• Commercial vehicle finance

• Loan against Securities

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• Construction Equipment financing

• Secured/ Unsecured working capital financing

OVERVIEW OF THE LOANS AGAINST PROPERTY (LAP) INDUSTRY

Introduction

In recent times, financers have started to show an increasing preference for secured loans, due to the high delinquencies they suffered in their unsecured loans portfolio during the economic slowdown of 2008-09. One such product is the ‘Loan against property’ (LAP), where funds are disbursed against the property (residential or commercial) mortgaged. LAP can be availed of for both business purposes or for meeting personal needs. Typically, the end-use of the disbursements is not closely monitored. Financiers might be more comfortable with this product as it offers security against disbursement, as compared to unsecured loans. Such loans also fit the requirements of most SMEs, who constantly need funds to meet their rising working capital requirements, (Source: CRISIL Research –

Religare Finvest Limited – Trends in SME Financing – August 2011).

Growth in the LAP Market

Growth in the LAP market is expected to be driven by the rising need for funds from borrowers and increasing focus from financiers. Based on interactions with leading financiers, CRISIL Research estimates total LAP disbursements to be at about ` 230 billion for 2010-11, which is expected grow by 17 % to ` 315 billion over the next two years, (Source: CRISIL Research – Religare Finvest Limited – Trends in SME Financing – August 2011).

230

315

0

50

100

150

200

250

300

350

2010‐11 E 2011‐13 P

Rs.

bil

lio

n

Market size - Loan against property

CAGR:

17 per cent

Source: CRISIL Research

Growth drivers

The key drivers for LAP disbursements are:

• Attractive interest rates as compared to personal loans,

• Self-employed borrowers requiring more funds for business growth, given the expansion in economic activity

• Increasing awareness

• Increased focus by financiers to increase LAP portfolio, given the favourable risk-return equation

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(Source: CRISIL Research – Religare Finvest Limited – Trends in SME Financing – August 2011)

Self-employed class dominates demand for LAP:

(Source: CRISIL Research – Religare Finvest Limited – Trends in SME Financing – August 2011)

Though LAP can be availed of by both salaried and self-employed customers, the latter category has the lion’s share in disbursements. Self-employed customers account for over 85 % share in total LAP disbursements. This category mainly comprises of small manufacturers and traders who take LAP as a term loan to fund business requirements such as:

• Capacity expansion

• Diversification into the same line of business or a different vertical

• Debt consolidation The salaried class accounts for the balance share, primarily avails of LAP to meet personal expenses such as:

• Funding marriage

• Higher education

• Health treatment

• Repayment of previous loans.

• In case of persons who have taken several personal and business loans earlier at higher rate of interest, LAP helps him foreclose his multiple outstanding loans and take a single loan in the form of LAP at comparatively lower interest rates.

Interest rates lower than that of personal loans (Source: CRISIL Research – Religare Finvest Limited – Trends in SME Financing – August 2011)

As LAP is collateralised by a property, either residential or commercial, interest rates on such loans are lower as compared to personal loans. Thus, borrowers can get funds against the value of the collateral at a relatively lower interest rate as compared to personal loans.

• LAP a low-risk funding avenue

LAP acts as a secure avenue for financiers to fund working capital requirements of micro, small and medium enterprises (MSMEs). It also helps SMEs monetise the value of the asset (property), whose value is constantly appreciating. At the same time, the conservative loan-to-value ratio for LAP disbursements provides comfort to financiers wary of delinquencies.

• LAP guarantees a favourable adjusted risk-return for the financiers

The principle that a potential increase in returns is accompanied by heightened risks well applies to retail finance products. LAP though relatively riskier than housing loans, is more secure than personal loans, which have no collateral. Housing loans score above LAP as their end use is predictive and known, while discretionary productive use of LAP is not guaranteed. The pricing of the above loan products and the yields charged on them reflect the risk attached and returns that accrue. While LAP is priced higher than home loan by 100-300 bps, it is about 300 bps lower than a personal loan. The returns accruing to financiers from these retail finance products differ based on the risk attached to them; personal loans yield a higher net profit margin as compared to LAP and LAP yields a higher profit margin as compared to home loan. Thus LAP guarantees a favourable return as even in case of any defaults, it is secured against collateral.

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• High property prices enable financiers to unlock value in case of defaults

As LAP disbursements are backed by property, the value of which usually appreciates, increasing property prices in the major metros enable financiers to unlock value in case of defaults.

• Increased focus of NBFCs in LAP market to drive growth

The larger presence of NBFCs in the LAP market is not surprising. Retail finance products such as vehicle loans, unsecured personal loans, loan against shares, etc were introduced by NBFCs, who strategically keep looking at newer avenues for earning higher yields. Due to a higher cost of funds in comparison to banks, NBFCs have to venture into high-yield loans (also relatively riskier asset classes) to keep margins high, as they will not be able to achieve such margins on standard products such as home loans.

Led by their strong origination skills and collection mechanism, NBFCs have created a niche for themselves in the LAP market. NBFCs have an edge over banks, given their quicker turnaround times in meeting borrower needs in the LAP market. Systems and process upgrade, focus on high potential branches and enhanced orientation towards a relationship based model has resulted in healthy improvement in operating efficiencies for NBFCs.

Various schemes offered by financers under the LAP umbrella

(Source: CRISIL Research – Religare Finvest Limited – Trends in SME Financing – August 2011)

Declining overdraft facility

Banks dominate this product segment as NBFCs cannot directly offer overdraft facilities to customers. In this scheme, the borrowing limit declines every month by a specified amount. Thus, if the customer has used up the sanctioned limit, he will be required to repay the interest along with the principal for an amount equal to the decline in limit, in the following month. Moreover, in this case, the customer is saved the hassle of submitting his inventory details every quarter, which is essential in the case of a pure overdraft facility. However, the challenge here is to get the customer to use this account for his business transactions so that the funds flow from the account can be monitored.

Term lending facility The term lending facility is similar to a term loan given to the customer, where the repayment is in the form of EMIs. Lease rental discounting This scheme is used, when the property mortgaged is commercial. Here, the EMI is set off against a share of the rentals earned by leasing the property. In this scheme, it is very important that the credentials of the client are well-established and that the client has the wherewithal to fulfil the terms of the contract, thus reducing possibilities of a default. However, in tier-II and tier-III markets, share of disbursements under this scheme (as a percentage of total LAP disbursements) is lesser than 5 %.

Key market trends

(Source: CRISIL Research – Religare Finvest Limited – Trends in SME Financing – August 2011)

Average ticket size for LAP is higher as compared to a housing loan The average ticket size of LAP is typically higher than that of housing loans, as the market for LAP is primarily concentrated in urban areas and is mainly raised to fund business requirements. (Source: CRISIL Research – Religare

73

Finvest Limited – Trends in SME Financing – August 2011)

Higher prepayments by customer lead to lower tenures in LAP

The average tenure of LAP is lower than that of housing loans because of a lower contracted tenure and higher prepayments by customers. As most customers are self-employed, prepayments are typically linked to business cycles. (Source: CRISIL Research – Religare Finvest Limited – Trends in SME Financing – August 2011) LAP offers higher yields to financiers

The yields on LAP are directly proportional to the risk faced by the financiers. Typically, the yields on residential properties are lower by 50-100 bps as compared to commercial properties. In the residential segment, yields are higher for vacant or rented properties as compared to self-occupied properties. This is because the probability of default in the case of a vacant or rented property is much higher than a self-occupied one as the emotional attachment of borrowers to their homes tempers the level of delinquencies in the Indian market. (Source: CRISIL Research – Religare Finvest

Limited – Trends in SME Financing – August 2011)

Property valuation based on market price leads to lower loan-to-value (LTV) ratio The loan-to-value (LTV) in LAP disbursements is linked to the current market value of the property, whereas in the case of housing loans, the LTV is based on the agreement value of the property. Being an important credit parameter, the LTV varies with the risk of the associated collateral. Similar to the pattern seen in yields, a self-occupied residential property typically attracts a higher LTV of 60 %, followed by a vacant or rented property (around 55 %) and a commercial property (50 %). (Source: CRISIL Research – Religare Finvest Limited – Trends in SME Financing

– August 2011) Higher installment-to-income ratio (IIR) in case of LAP The instalment-to-income ratio is higher in the case of LAP as cash generation from the business funded is typically higher than the net profits shown in the books for income tax purposes. (Source: CRISIL Research – Religare Finvest

Limited – Trends in SME Financing – August 2011) The following table summarises the differences between a typical home loan and LAP

Parameters LAP Housing loans

Average ticket size (Rs million) 3.75 1.35

Maximum tenure (years) 10 25

Average tenure (years) 5-6 10-11

Interest rates (per cent) 13-14% 10-11%

Installment to income ratio (per cent) 55-60 40-45

Loan to value ratio Based on market value

Residential - 60%

Commercial - 50%

Based on agreement value –

around 75%

Comparision across key market trends - LAP vs. Housing loan

Source: Industry, CRISIL Research

LAP more profitable than housing loans

LAP is a product with high risks and high returns. Although secured by similar collateral, the average yield on LAP is almost 300 bps higher than the yield on home loans. As a result, the average gross spread is also higher for LAP. Due to higher spreads, LAP is more profitable at net level despite higher operating expenses and credit losses. (Source:

CRISIL Research – Religare Finvest Limited – Trends in SME Financing – August 2011)

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More than two-thirds of the home loan disbursements are made to salaried employees with stable income, which makes home loans a highly secured asset class. As against this, LAP market is dominated by self employed professional forming more than 85 % of the overall disbursements. The net credit losses are also higher for LAP (at around 0.10 -0.25 %) as the risk of defaults is higher in this market dominated by the self employed, whose businesses are vulnerable to business cycles. Moreover, as the end use of the disbursements is not closely monitored, the funds could be misused leading to higher defaults. (Source: CRISIL Research – Religare Finvest Limited – Trends in SME

Financing – August 2011)

OVERVIEW OF COMMERCIAL VEHICLE FINANCE SECTOR

In terms of global scale, the Indian automotive industry is the second largest two-wheeler market in the world, the fourth largest heavy commercial vehicle market in the world and the eleventh largest passenger vehicle market in the world. As one of the largest industrial sectors in India, it contributes nearly 17.0% to total indirect taxes. Although the automotive industry provides direct and indirect employment to over 13million people, the penetration levels for vehicles in India are among the lowest in the world. [Source: Society of Indian Automobile Manufacturers (SIAM)].

According to SIAM, the demand for automobiles in India is projected to grow by 12% -15% by 2011-2012 as compared to 2010-2011. The forecasts made by SIAM in this regard are as follows:

Automobile segments 2011-12 growth over 2010-11 (%)

Passenger cars 16-18%

Utility vehicles 12-14%

Light Commercial Vehicles (goods) 18-21%

Medium and Heavy Commercial Vehicles (goods) 10-12%

Commercial vehicles (buses) 8-10%

Motorcycles 11-13%

Scooters 15-17%

Three wheelers (Cargo) 4-6%

Three wheelers (passengers) 10-12%

Automobile Industry 12-15%

Source: SIAM – Demand Forecasts for Indian Automobile Industry2011-2012

According to the Automotive Mission Plan 2006-2016, prepared by the Ministry of Industries & Public Enterprises, Government of India, (“Automotive Mission Plan”), India is emerging as one of the world’s fastest growing passenger car markets and the second largest two wheeler manufacturer. The growth of the Indian middle class with increasing purchasing power along with robust growth in economy in recent years has attracted major global auto manufacturers to Indian market. The Indian automotive industry after de-licensing has grown approximately at a rate of 17%. Passenger vehicles segment grew at 14.00 % during April 2011 over same month last year. Passenger cars grew by 13.18 %, utility vehicles grew by 6.25 % and Vans grew by 37.39 % in April 2011 as compared to same month last year. The overall commercial vehicles segment registered growth of 8.22 % in April 2011 as compared to the same month last year. While medium and heavy commercial vehicles registered only a marginal growth rate of 0.70 %, light commercial vehicles grew at 14.43 %. Three wheelers sales recorded a growth rate of only 1.94 % in April 2011. Two Wheelers registered a healthy growth of 26.44 % in April 2011. Mopeds, motorcycles and scooters grew by 15.68 %, 23.39 % and 48.06 % respectively in April 2011. [Source SIAM] In the month of April 2011 overall automobile exports registered a growth rate of 29.62 %. Passenger Vehicles registered growth at 12.66 % in the month. Commercial Vehicles, Three Wheelers and Two Wheelers segments recorded growth of 36.01 %, 36.95 % and 32.77 % respectively in April 2011. [Source SIAM]

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The domestic market share between passenger cars, commercial vehicles, two wheelers and three wheelers for 2010-2011 were as follows:

Segment wise Market Share in 2010–11

Three Wheelers

3.39%Commercial Vehicles

4.36%

Passenger Vehicles

16.25%

Tw o Wheelers

76.00%

Segment wise Market Share in 2010–11

Three Wheelers

3.39%Commercial Vehicles

4.36%

Passenger Vehicles

16.25%

Tw o Wheelers

76.00%

Source: SIAM

Commercial Vehicles Industry

The commercial vehicle industry is segmented into “light commercial vehicles” (for vehicles with gross vehicle weight of less than 7.5 tons) and “medium and heavy commercial vehicles” (for vehicles weighing more than 7.5 tons). The performance of the medium and heavy commercial vehicle industry bears a high correlation with industrial growth and is driven by economic development, improved road infrastructure (such as the Golden Quadrilateral) for long haulage transportation and a favorable regulatory environment (in this regard, demand created in the years 2006-2007 was attributable to the strict enforcement of overloading restrictions and age norms). In turn, the performance of the light commercial vehicle industry tends to be less cyclical in nature and is driven by GDP growth and demand for last mile distribution. The market share of light commercial vehicles increased rapidly - the introduction of a sub-one ton carrier by certain players created a new segment typically occupied by three-wheelers and similar forms of intra-city transport, resulting in significant growth in the commercial vehicle market as a whole. Total domestic sales in the commercial vehicle industry reached 6,76,048 units in 2010-11. From 2004-05 to 2010-11, domestic sales had grown at a healthy CAGR of 13.4%. The reduction in domestic sales was attributed to the slowdown in economic development, credit availability and costs, an increase in fuel prices, in addition to the base effect due to the one-time demand created in 2006-07 by the strict enforcement of overloading restrictions. [Source:

SIAM]

Domestic commercial Vehicle Sales VolumesUnits

318,430351,041

467,765 490,494

384,194

532,721

676,408

0

200,000

400,000

600,000

800,000

2004-05 2005-06 2006-07 2007-08 2008-09 2009-10 2010-11

10.2%

33.3%4.9%

-21.7%

38.7%

27.0%CAGR : 13.4%

Domestic commercial Vehicle Sales VolumesUnits

318,430351,041

467,765 490,494

384,194

532,721

676,408

0

200,000

400,000

600,000

800,000

2004-05 2005-06 2006-07 2007-08 2008-09 2009-10 2010-11

10.2%

33.3%4.9%

-21.7%

38.7%

27.0%CAGR : 13.4%

Numbers in italics represent change over previous year

Source: Society of Indian Automobile Manufacturers ("SIAM")

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Used Commercial Vehicles

Financiers have shown increased interest in used commercial vehicle (CV) financing as it offers opportunity to earn high margins even after providing for cash losses and high operating expenditure. Key success factors for the financiers include assessing and pricing the risk involved in the asset class and customer class. However, to succeed in this market, financiers would be required to develop proper network to service the customers, ensure timely collections to reduce cash losses and understanding of the credit profile of the customer by having a grass root level presence.

Demand drivers for Used CV financing 1. Increased demand for used CV: Disbursements would grow in the used CV financing because of the high

demand for used CV with the introduction of ‘hub and spoke’ model. Growth in the economic activity with the introduction of hub and spoke model has increased the redistribution demand; thus providing a sustained demand for freight. This demand along with improved infrastructure would ensure the profitability of fleet owners operating even with the old vehicle. The profitability of the fleet owners would ensure their loan repayment capability and give comfort to the financiers in terms of the asset quality.

2. Growth in accumulated stock for the LCV and MHCV segment: Accumulated stock for the last five years

(2005-06 and 2010-11) has risen at a CAGR of 17 % and 9 % in the LCV and MHCV segment. The reason for the increase in the stock of vehicles is the high growth in the underlying asset over the last few years. The increase in the stock available for resale would subsequently increase the need for finance in this market. CRISIL Research estimates that this large number of stock in the lower age group would be available for resale in the near future.

3. Used CV market driven by Small Fleet Operators (SFOs) and First Time Users (FTUs): The buyers of the

used CV are usually the SFOs and the FTUs. Although SFOs own more than 70 % of the vehicles; they mostly depend on large fleet operators (LFOs) to get contracts. SFOs are the most hit when there is a downturn due to decreased demand and the LFO, after utilising their own capacity, have lesser orders to pass on to the SFOs. Thus, income of SFOs is more susceptible to cyclicality and hence they have lesser bargaining power. This reduces their affordability to purchase new CV.

4. Higher net margins vis-à-vis new CV finance: Financiers can charge a broad range of interest rates depending

on the customer profile and asset class and earn higher yields. The operating expenditure and the cash losses are mostly offset by higher yields earned. The operating and managing efficiency would depend on the financier’s capability to develop proper network to service the customers, ensure timely collections to avoid cash losses and understanding of the credit profile of the customer by having a grass root level presence. Though the used CV finance market has huge potential for growth and provides high yielding opportunities, key success factors for the financiers would depend on their knowledge about the asset class and the customer profile. With respect to asset class, financiers need to arrive at the right resale value of the used CV based on factors like number of owners, entry of new variant in the market, distance travelled by the vehicle, year of manufacture, operating cost and the Insurance validity and warranties. It is also essential to posses the grass root level market knowledge to determine “willingness” of the borrower to repay as the customer class in the used CV financing are characterized by a peculiar profile with traits including underdeveloped banking habits, relatively higher irregularity of cash flows and lack of collateral.

(Source: CRISIL Research – Religare Finvest Limited – Trends in SME Financing – August 2011)

The underlying commercial vehicles (CV) sales for light commercial vehicles (LCV) and medium and heavy commercial vehicles (MHCV) grew robustly by 30 % in 2010-11, given strong growth in industrial output, increased export and import trade, higher freight movement and swift economic recovery, (Source: CRISIL Research – Religare

Finvest Limited – Trends in SME Financing – August 2011).

In 2011-12 and 2012-13, CV sales volumes are expected to grow by 14 % and 16 %, respectively. An increase in excise duty and new emission norms from October 2010 are also expected to push up prices of CVs, thereby contributing to the growth in disbursements. CV sales volumes are expected to increase at a CAGR of around 15 % over the next 2 years, (Source: CRISIL Research – Religare Finvest Limited – Trends in SME Financing – August

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2011). Improved freight demand, transporter profitability led to strong growth of the MHCV goods vehicle segment in 2010-11. MHCV demand growth is expected to moderate to 8-10 % (y-o-y) in 2011-12, on a higher base. This is primarily due to the expected moderation in industrial production and the expected rise in diesel prices and interest rates, which would in turn pressurise transporter margins. In 2010-11, LCV sales grew by 24.6 % year on year (y-o-y). This growth was driven by new model launches from Mahindra & Mahindra (M&M) and Piaggio and growth in the agriculture, FMCG and consumer durables sectors. In 2011-12, growth in LCV sales is expected to moderate to 17-19 % (y-o-y) on a higher base, due to a rise in interest rates and expected moderation in industry GDP growth during the year, (Source: CRISIL Research – Religare Finvest Limited – Trends in SME Financing – August 2011).

Growth in CV finance disbursements

Led by a robust 28 % growth in domestic commercial vehicle sales volumes, the CV finance industry is estimated to have seen a 48 % in disbursements in 2010-11. Disbursements are expected to remain buoyant over the medium term on account of stable growth in sales, decline in risk aversion levels and increase in average ticket size for players. CV disbursements are expected to grow by 16 % and 20 % in 2011-12 and 2012-13, respectively, owing to healthy growth in underlying sales volume and higher loan to value (LTVs), (Source: CRISIL Research – Religare Finvest Limited –

Trends in SME Financing – August 2011). The industry is expected to register a CAGR of 18 % in disbursements, which are expected to reach ` 565 billion by 2012-13, (Source: CRISIL Research – Religare Finvest Limited – Trends in SME Financing – August 2011).

The commercial vehicle finance industry is already highly penetrated in terms of credit availed. Typically, more than 95 % of vehicles are purchased through loans. Although finance penetration had decreased marginally in 2008-09, it returned to normal levels in 2009-10. This reflects transporters’ huge dependence on finance industry. Finance penetration levels are expected to increase to 98 % by 2012-13 (Source: CRISIL Research – Religare Finvest Limited

– Trends in SME Financing – August 2011).

E: Estimated; P: Projected; LCV: Light commercial vehicle

Note: Units for New LCV market from 2008-09 to 2010-11 are actual numbers

Source: CRISIL Research

(Rs billion) 2008-09 E 2009-10 E 2010-11E 2011-12 P 2012-13 P

CAGR (2010-11 to

2012-13)

New LCV finance market 48 71 102 127 162 26%

New MHCV finance market 146 201 301 342 403 16%

Total New CV finance market 194 272 403 469 565 18%

Source: CRISIL Research

4871

102127

162174

253

316

373

447

0

100

200

300

400

500

2008‐09 E 2009‐10 E 2010‐11E 2011‐12 P 2012‐13 P

LCV finance vs LCV market

New LCV finance market (Rs billion) New LCV market ('000 units)

78

146

201

301342

403

149

201

275300

336

0

100

200

300

400

500

2008‐09 E 2009‐10 E 2010‐11E 2011‐12 P 2012‐13 P

MHCV finance vs MHCV market

New MHCV finance market (Rs billion) New MHCV market ('000 units)

E: Estimated; P: Projected; MHCV: Medium and heavy commercial vehicle

Note: Units for New MHCV market from 2008-09 to 2010-11 are actual numbers

Source: CRISIL Research

Higher LTVs to support growth

CV financiers have marginally increased their loan-to-value ratios (LTVs) given their growing confidence on transporters’ earning potential and repayment capabilities, which have also helped them to increase disbursements. CRISIL Research estimates the average LTV ratio to have increased to 75 % in 2010-11 from 74 % in 2009-10. However, credit appraisal mechanisms are expected to remain stringent in the next 2 years due to the anxiety of deterioration in asset quality. Small fleet operators and first-time users continue to remain relatively risky from a financier's perspective. On this backdrop, LTV levels are expected to increase to about 76 % by 2012-13, (Source:

CRISIL Research – Religare Finvest Limited – Trends in SME Financing – August 2011).

Source: CRISIL Research

95 96 97 98 98

74 74 75 75 76

0

20

40

60

80

100

2008‐09 E 2009‐10 E 2010‐11E 2011‐12 P 2012‐13 P

in p

er

cen

t

Key market trends

Finance penetration Loan to value ratio

79

Profitability improved in 2010-11 with reduction in credit losses Net profit margins are estimated to have turned positive in 2009-10 from net losses in the previous year. Gross spreads reduced given greater reduction in yields than cost of funds due to competitive pressures. But at the same time, greater caution exercised by financiers has reduced operating expenses and credit losses thereby, supporting net profit margins for players. In 2010-11, net profit margins are estimated to have increased by 15-20 bps on account of higher yields (the yields to financier are expected to be in the range of 13-13.5 percent) and further reduction in operating expenses and credit losses. Going ahead, we expect delinquencies to decrease further with strengthening of underwriting processes and better availability of information due to CIBIL. The credit losses are expected to be around 1.5 – 2.0 %. Sustained economic growth and pricing power of transporters would be key monitorables to ascertain the transporter's profitability and repayment capacity, (Source: CRISIL Research – Religare Finvest Limited – Trends in SME

Financing – August 2011). OVERVIEW OF THE LOANS AGAINST SHARES MARKET

What is loan against share (LAS)? Under LAS, a loan is advanced against the security of listed equity shares. Loans are extended only against those securities that are a part of the approved list maintained by the company. (Source: CRISIL Research – Religare Finvest

Limited – Trends in SME Financing – August 2011) LAS offers opportunity to leverage investments in shares for loans to meet unforeseen expenses. LAS can be availed of for any personal and/or business purposes and this has to be declared at the time of origination. However, unlike LAP disbursements, the end-use of LAS is restricted. It cannot be used for:

• speculative purposes

• inter-corporate investments or

• acquiring controlling interest in company / companies. The growth in the LAS business is influenced by the performance of the equity markets. Over the next two years we expect growth in the LAS market to be around 16-18 % with NBFC increasing their focus on secured asset classes. The increasing growth in this segment can be attributed to liquid nature of collateral and high collateral cover which protects asset quality. Although the financing in this market is secured against a collateral; strength of loan covenants stipulated become critical; should a financier have to liquidate in the event of steep fall in the value of the collateral. (Source: CRISIL Research – Religare Finvest Limited – Trends in SME Financing – August 2011) Although LAS is a relatively smaller market, this segment has performed well from the asset quality angle. In the recent past, this segment witnessed both an economic downturn (affecting the borrower’s cashflows) and a steep fall in the collateral values (resulting from sharp fall in capital markets). Despite this, the gross NPAs in this segment has been less than 0.5 % across the credit cycle of past three to four years. (Source: CRISIL Research – Religare Finvest

Limited – Trends in SME Financing – August 2011)

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OUR BUSINESS

In this section any reference to “we”, “us” or “our” refers to Religare Finvest Limited and/or its Subsidiary,

RHDFCL, as the context may require. Unless stated otherwise, the financial data in this section is as per our

unconsolidated financial information prepared as per the requirements of the Debt Regulations and the Companies

Act, 1956 set forth elsewhere in this Prospectus.

The following information should be read together with the more detailed financial and other information included in

this Prospectus, including the information contained in the chapter titled “Risk Factors” beginning on page 1 of this

Prospectus.

Overview

We are a Systemically Important Non-Deposit Accepting NBFC, focusing on small and medium enterprises (“SME”) financing and retail capital market financing. We are a wholly owned subsidiary of Religare Enterprises Limited (“REL”) and a diversified financial services company. We offer a diversified and broad suite of lending products to our SME, retail and other customers. Through our reach and focus on the SME segment and our broad product offering, we provide the debt capital to power the growth of the small and medium enterprises, the backbone of India’s economy. The small and medium enterprises (SMEs) today constitute a very important segment of the Indian economy, accounting for around 95% of the industrial units. As per Economic survey 2009-10, the SME sector accounts for 45 % of goods manufactured and 40 % of exports. As such, growth of this sector is important for the economic and social development of the country. If the Indian economy is to move on to a higher growth trajectory, SMEs, who collectively contribute 17 % of India’s GDP, would have to grow and prosper. Ironically, although SMEs have been growing in size and importance, they often lack access to timely and adequate credit to meet working capital needs, incur high cost of credit, are technologically backward and also lack inadequate infrastructure and skilled manpower (Source: CRISIL Research – Religare Finvest Limited – Trends in SME Financing – August 2011). The SME financing sector accordingly presents a unique and scalable funding opportunity which our Company has continued to capitalise on. Our lending products aimed at providing financing to the SME segment include: 1. Loan against Property 2. Loan against Commercial Assets 3. Loan against Marketable Securities 4. SME Working Capital Loans Our Retail capital market financing includes the following products: 1. Loan against Securities 2. ESOP Funding As on June 30, 2011, SME finance and retail capital market finance activities accounted for 69% and 16% of our total loan book respectively. Further, our SME finance comprises of loans against property representing 36% of our total loan book as on June 30, 2011, commercial asset loans (commercial vehicle and construction equipment finance) representing 17 % of our total loan book as on June 30, 2011, SME working capital financing representing 8% of our total loan book as on June 30, 2011 and loans against marketable securities representing representing 8% of our total loan book as on June 30, 2011. Corporate lending represented 13% of our loan book as on June 30, 2011 and corporate auto lease represented 2% of our loan book as on June 30, 2011. Our Promoter, REL, through the entities promoted by it, offers a diversified range of financial services and products across different platforms, including equity and commodity broking, lending, online trading, investment banking, institutional equities, private client brokerage, wealth management, asset management, portfolio management services, investment advisory services, insurance broking, life insurance, providing integrated solutions to financial services needs across a diversified class of customers. REL’s diversified service platform has been designed to allow entities

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within the Religare Group to leverage relationships, thereby increasing our ability to cross-sell our products and services. Over the past several years, we have expanded our presence into markets that are of greater relevance to the products we offer. As at June 30, 2011 our Company along with its Subsidiary has a distribution network of 39 branches spread across 15 states and 1 union territory. We believe our pan-India presence allows us to continue to capitalise on opportunities to grow our loan portfolio and that our in-house ability to appraise credit quality is a key to taking efficient credit decisions. Our Company’s employee strength as on June 30, 2011 was 1,018. Our Income from Operations and Net Profit After Tax (PAT) for the financial year ending March 31, 2011 is ` 10,736.17 million and ` 1,147.75 million respectively. Our Income from Operations and Profit After tax has grown at a CAGR of 49.76% and 35.59% respectively over the last three fiscal years. Our Loan Book has grown at a CAGR of 73.69% over the last three fiscal years. Our aggregate loan book as at June 30, 2011 was ` 99,265.44 million.

Key Operational & Financial Data

The table below sets forth operational and financial data as at and for the fiscal years 2011, 2010 and 2009.

As at / year ended March

31, 2011

As at / year ended

March 31, 2010

As at / year ended March 31,

2009

Loan Book (` million) 89,669.27 40,855.91 17,113.55

Total Borrowings (` million) 90,108.68 42,811.22 7,456.30

Net Worth (` million) 16,101.34 14,656.75 13,426.89

Debt Equity ratio (x) 5.60 2.92 0.56*

Capital Adequacy Ratio (%) 16.16 21.67 64.27

Net NPA (% to Total Loan Book) 0.02 0.12 0.68

* Equity also includes Share Application Money of ` 9433 million

Loan-Book as on June 30, 2011

The product-wise loan book as at June 30, 2011 of our Company is as follows:

Sl. No. Book Size

(` in million)

% of Total Book Size

( % )

Number of Customers

SME Financing

Loans Against Property 36,186.77 36 3,106

Commercial Assets 16,843.93 17 14,919

SME Working Capital Loans 7,729.28 8 3,823

Loans Against Marketable Securities 7,619.32 8 25

Sub Total (A) 68,379.30 69

Corporate Auto Lease (B) 1,560.73 2 2,212

Retail Capital Market Finance

Loans Against Securities 15,996.92 16 1,544

ESOP Funding 110.88 0 56

Sub Total (C) 16,107.80 16

Corporate Lending (D) 13,098.45 13 N/A

Personal Loan (E) 119.16 0 1,362

Grand Total (A)+(B)+(C)+(D)+(E) 99,265.44 100

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Acquisition of equity stake in RHDFCL

For the purpose of consolidation of our lending portfolios, our Company acquired 34,998,250 equity shares of ` 10 each of RHDFCL, representing 87.50% of the paid-up equity share capital of RHDFCL, for an amount aggregating to ` 973.34 million from our Promoter. Accordingly with effect from December 3, 2010, RHDFCL has become a subsidiary of our Company. For details of RHDFCL, please refer to the section titled “Our Subsidiary” beginning on page 120 of this Prospectus.

Our Corporate Structure

Our Company is structured around two broad sub-organisations – operating organisation and governance organization. The operating organization consists of our front end activities such as sales, credit, operations and collections. The governance organization supports the operating structure with risk management, audit & process control, finance, legal, strategy, information technology and compliance.

Our Competitive Strengths

Diversified product portfolio with dedicated product management teams

Our Company’s product portfolio primarily comprises of loan against property, working capital and plant and machinery loans, commercial asset loans (including construction equipment and commercial vehicle loans) to small and medium enterprises, loan against shares and/or other securities. Our diverse revenue stream reduces our dependence on any particular product thus enabling us to spread and mitigate our risk exposure to any particular industry, business or customer segment.

Each of our product lines is supported by a team of experienced and dedicated professionals. Our senior and middle management team comprise officials with significant experience in the financial services sector and particularly in the financing industry, which we believe helps our Company implement policies and processes to ensure healthy credit quality and high standards of work ethics.

Synergies with our Promoter facilitates cross selling of our products and services

REL, through companies promoted by REL, offers to its customers a diversified financial services platform that provides various products, such as SME Financing, equity and commodity broking, wealth advisory services, insurance broking, life insurance, investment banking and institutional broking. REL’s diversified service platform has been so designed to allow entities under the Religare group, like ours, to leverage relationships across various lines of businesses, thereby increasing our ability to cross-sell our products and services.

Further we believe that REL’s experience in the various facets of the financial services sector through the entities promoted by REL allows us to understand market trends and mechanics and helps us in designing our products to suit

83

the requirements of our target customer base as well as to address opportunities that arise out of changes in market trends.

Wide Distribution Network

As at June 30, 2011 our Company had a distribution network of 39 branches spread across 15 states and 1 union territory. We believe that our pan-India presence allows us to continue to capitalise on opportunities to grow our loan portfolio and our in-house ability to appraise credit quality is a key to our efficient credit decisions. With our pan India presence and dedicated distribution, operations and underwriting teams, we seek to ensure that our credit assessment processes are robust and we provide financial facilities to creditworthy customers. Further, our Company benefits from the cross sell opportunities available through the other locations covered by our Group Companies. The Religare network gives us a strong pan-India presence.

Strong Risk and Credit Management Systems

In our SME Financing segment we are driving to build a robust loan portfolio while minimizing credit risks. The Company employs strict risk management standards to reduce credit risks and maintain asset quality and has developed robust recovery processes. Our senior management consists of personnel who have extensive experience in lending, banking and finance companies, to develop and implement RFL’s credit policy and thus, have been able to strengthen its credit appraisal and risk management systems. We also use our in-house research capabilities and insight into industry and sectoral outlook to make more informed calls in the business. We do the credit appraisal at each level in the organization. The credit decisions are approved at Branch, Regional and Central Head office level. Each division independently appraises the applicants’ established business and earnings and approve the credit application for loan offer. For effective and timely portfolio management, we have put in place a centralized analytics team publishing credit and portfolio performance reports for management review. In addition, periodic collection reviews are conducted on delinquent customers to evaluate problem areas and to drive collection efficiencies. Under our retail capital market finance division, we take advantage of REL’s centralised technology platforms for functions such as risk management, operational control, credit approval and account management. Thus, our branch offices serve primarily as sales offices and allow the business to be scaled with low incremental costs. Additionally, centralisation of these critical functions permits close supervision, thereby reducing various risks. The information technology systems at REL is capable of real-time analysis of customer data which allows us to provide our customers with real time service and helps us in efficient risk management. Through our risk management systems we have demonstrated a reduction in our Gross NPAs as a percentage of Total Loan Assets reduced to 0.10 % as of March 31, 2011 from 0.35 % as of March 31, 2010, and a reduction of our Net NPAs as a percentage of Net Loan Assets to 0.02 % as of March 31, 2011 from 0.12 % as of March, 2010. Growing customer base

The number of our registered customers has been growing at a steady pace, which we believe gives an indication of the strength of our business. We believe that the “Religare” brand has become relatively well known throughout India as the group has continued to expand its business. We rely on an effective combination of marketing campaigns coupled with our dedicated employees, who act as ambassadors for the growth and development of our business.

Access to a range of cost effective funding sources

We fund our capital requirements through a variety of sources. Our fund requirements are currently predominantly sourced through term loans from banks, issue of redeemable non-convertible debentures on a private placement basis, commercial papers and cash credit from banks including working capital loans. We access funds from a number of credit providers, including nationalized banks, private Indian banks and foreign banks, and our track record of prompt

84

debt servicing has allowed us to establish and maintain strong relationships with these financial institutions. We have also in the recent past raised subordinated loans eligible for Tier II capital. We also undertake securitization/assignment transactions to increase the efficient use of our capital and as a cost effective source of funds.

We believe that we have been able to achieve a relatively stable cost of funds despite the difficult conditions in the global and Indian economy and the resultant reduced liquidity and an increase in interest rates. We believe that we are able to borrow from a range of sources at competitive rates.

Strong Commitment from Promoter and persons in control of the Promoter

Our Company benefits from the guidance it receives from the highly experienced and professionally managed Board of our promoter company, REL. The Board of REL comprises of industry veterans and experienced professionals, who through their overall supervision and oversight over the subsidiary companies provide valuable guidance on their business model and strategy. REL and Religare Group entities also benefit from the strong commitment from their promoters, Mr. Malvinder Mohan Singh and Mr. Shivinder Mohan Singh. REL’s business expansion, through its subsidiaries, including our Company, has been supported by significant capital contributions by its promoters. Since the listing of REL in the year 2007, from time to time REL’s promoters and promoter Group has contributed funds to REL through capital infusion by way of subscription to equity shares offered on a rights basis, equity shares offered pursuant to a preferential allotment and equity shares issued pursuant to exercise of warrants. This demonstrates the strong commitment of REL’s promoter and promoter group towards REL’s business expansion plans through its subsidiaries, which include our Company.

Our Strategies

Build on a highly scalable operating platform

Our Company’s SME Finance business follows a region focused structure wherein our regional business directors are responsible for business development and profitability of our business for their respective regions. We have built a hub and spoke operating platform which we believe is scalable and can provide operational efficiencies for our future growth. We intend to continue to strategically leverage the platform in building our SME Finance book. We also intend to increase our operations in eastern India where we historically had relatively limited operations. This would not only help us in growing our loan book but also help us in achieving better geographic diversification in the loan portfolio.

Optimizing return while maintaining quality of Loan Book

We have consciously chosen to focus on providing secured loan products, which represent approximately 79% of our loan book as on June 30, 2011. We believe that we have implemented robust credit and strong risk management systems which we intend to rely upon to optimize our product mix in our loan portfolios. In addition to our secured loan products, we intend to also grow our unsecured assets portfolio in a measured manner, ensuring good quality standards of the portfolio. We believe that this will also help us in maintaining our margins in a rising interest rate scenario.

Continue to leverage on the strong synergies within REL group

We are focused on leveraging the synergistic opportunities presented by being a part of REL’s well diversified financial services platform. The relationships we have developed with our customers provide us with opportunities for repeat business and to cross sell our other products and services. For instance, relationship with our SME customer base can be leveraged to serve individual needs of proprietors, be it wealth management, life insurance, equity broking etc and vice versa. REL also offers capital markets advisory services to help SMEs in their growth which presents us with an accessible prospective customer base.

Focusing on Large Ticket High Quality Business

We wish to increase our focus on large ticket loan transactions with very good credit quality of customers having single or diversified collaterals. We believe that these transactions will help us significantly increase the size of the book, leveraging upon our existing resources. There is a significant scope to increase our Loan Book at competitive

85

spreads and a very high credit quality in the rapidly growing SME sector. We particularly intend to focus on our loans against property portfolio. According to CRISIL, loans against property fit the requirements of most SMEs, who constantly need funds to meet their rising working capital requirements. Based on interactions with leading financiers, CRISIL Research estimates total LAP disbursements to be at about ` 230 billion for 2010-11, which is expected grow by 17 % to ` 315 billion over the next two years (Source: CRISIL – Religare Finvest Limited – Trends in SME

Financing – August 2011). Our Company therefore sees significant opportunities in the loans against property segment which we intend to capitalise on.

Attract and retain high quality talent

The intellectual capital of our management and finance teams, as well as other professionals in our business, is critical to our success, and we accordingly intend to continue to focus on attracting and retaining high quality talent. In order to achieve this, we will continue to capitalize on our strengths in the area of recruiting. In particular, we plan to consolidate our position as an employer of choice within the NBFC sector.

Our Products

Our current lines of business are as follows:

SME Lending Products

The SME Finance segment of our Company is engaged in providing growth capital to small and medium enterprises. Our Company offers a range of products for this segment including loan against property, commercial asset loans (commercial vehicle loans, construction equipment loans and corporate leasing) and secured and unsecured working capital loans including plant and machinery loans, and loan against marketable securities.

SME Loan against property: Our ‘SME loan against property’ product enables our customers to obtain loans against their residential or commercial property. Loans offered under this product may be utilised towards different purposes including business expansion and purchase of plant and machinery. Our total book size for the product as on March 31, 2011 was ` 35,588.20 million with a customer base of 2,926 customers. Our total book size for the product increased to ` 36,186.77 million as on June 30, 2011 with a customer base of 3,106 customers. SME Working Capital Loans: The SME Working Capital Loans caters to working capital and other financial requirements of small and medium enterprises, self employed businessmen and professionals. Loans are granted post detailed financial analysis and credit underwriting of the customers. We offer both unsecured loans and loans against plant and machinery and equipment. The total book size for this product as on March 31, 2010 was ` 3,067.10 million. The total book size for the product as on March 31, 2011 is ` 6,817.87 million with a customer base of 3,473 customers. Our total book size for the product increased to ` 7,729.28 million as on June 30, 2011 with a customer base of 3,823 customers.

86

SME Commercial assets: SME Commercial asset funding is extended by our Company in both commercial vehicles (new or used) as well as construction equipment (heavy or light) segments to small and organised operators. The total book size for this product segment as on March 31, 2010 was ` 4,744.02 million. The total book size (net of repayments) for the product as on March 31, 2011 to ` 14,234.98 million and the customer base for the product grew to 12,180 customers. Our total book size for the product increased to ` 16,843.94 million as on June 30, 2011 with a customer base of 14,919 customers. Loans Against Marketable Securities: This product entails lending to promoters of large, reputed SMEs and corporates against shares held by them in their companies and other collateral, in order to augment the resources at the disposal of the promoters. Our Company undertakes credit appraisal to establish the serviceability of the loans and also maintains a high margin of safety on the security. The total book size for the product as on June 30, 2011 was ` 7,619.32 million with a customer base of 25 customers.

Retail Capital Markets Lending Products

Loans against securities: Our loans against securities business to the retail segment involves offering loans secured by securities held by retail customers. Our loans against securities as of March 31, 2011 aggregated to ` 12,688.31 million with a customer base of 1,445 customers which increased to ` 15,996.92 million with a customer base of 1,544 as on June 30, 2011. ESOP Funding: ESOP Funding allows employees who have been awarded company stock options under an ESOP to take a loan against vested stock options and shares allotted on exercise. Many corporates proactively facilitate the exercise of ESOP options by their employees through this mechanism. Our loans for ESOP Funding as of March 31, 2011 aggregated to ` 163.47 million with a customer base of 84 customers. The total book size for the product as of June 30, 2011 was ` 110.88 million.

Corporate Auto Lease

This product caters to funding of car leases to corporates across a range of industries in most of the Tier-1 cities and some of the Tier-2 cities. The car lease program falls under the category of finance lease. The offering is given to corporates who we believe have a sound financial credibility. Our total book size for the product increased to ` 1,560.73 million as on June 30, 2011 and total no of corporates increased to 55 and the number of users among such corporates increased to 2,212 as at the same date.

Borrowings We raise funds from diversified sources and through a wide range of instruments in order to reduce our funding cost and to have a large lender base. This helps us to raise resources at the most competitive rates, protect interest margins and maintain a diversified funding portfolio that enable us to achieve funding stability and liquidity. Our sources of funding comprise of term loans from banks and financial institutions, cash credits/overdraft facilities from banks, redeemable non-convertible debentures and short term commercial paper. As on June 30, 2011 the total secured borrowings availed by our Company aggregated to ` 60,878.93 million and unsecured borrowings availed by our Company aggregated to ` 41,457.40 million. The following table sets forth the principal components of our secured loans as of the dates indicated:

(Rupees in Million)

At of March 31, As of June 30, Secured Loans

2011 2010 2009 2008 2007 2011

Redeemable non-convertible debentures 9,813.00 4,500.00 - - - 6,315.71

Compulsorily Convertible Debentures - - - - - 1,500.00

Term loans:

Term loans from banks 34,693.61 5,475.00 - - - 37,606.85

Working Capital Loan and Overdraft from Banks 7,750.00 2.10 395.03 - 900.00 15,456.37

Short Term Loan from Corporates - - - 1,075.00 975.00 -

Interest Accrued and due on above - - - 16.25 14.69 -

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At of March 31, As of June 30, Secured Loans

2011 2010 2009 2008 2007 2011

Total 52,256.61 9,977.10 395.03 1,091.25 1,889.69 60,878.93

The following table sets forth the principal components of our unsecured loans as of the dates indicated:

(Rupees in Million)

As of March 31, As of June

30,

Unsecured Loans

2011 2010 2009 2008 2007 2011

Inter-corporate deposits 3,120.74 216.10 2,464.50 867.50 214.40 3,180.50

Redeemable non-convertible debentures 800.00 5,570.00 1,750.00 14,000.00 2,400.00 1,350.00

Compulsorily Convertible Debentures - 600.00 1,000.00 - - -

Commercial Paper 33,902.81 26,432.77 1,844.71 995.00 - 36,906.32

Interest accrued and due on Unsecured Loans * 28.51 15.26 2.06 - - 20.58

Total 37,852.06 32,834.14 7,061.27 15,862.50 2,614.40 41,457.40

*It does not include Interest accrued but not due on unsecured loans.

Increasingly, we have depended on term loans from banks and the issue of redeemable non-convertible debentures as the primary sources of our long term funding. We believe that we have developed stable long term relationships with our lenders, and established a track record of timely servicing of our debts, and thus continue to secure long term loans from banks. As of March 31, 2011, term loans and working capital loans from banks aggregated ` 42,443.61 million as compared to ` 5,477.10 million as of March 31, 2010. In Fiscal 2011, redemption of secured redeemable non-convertible debentures was ` 660 million. As of March 31, 2011, the aggregate outstanding amount of secured redeemable non-convertible debentures was ` 9,813 million as compared to ` 4,500 million as of March 31, 2010. Our short term fund requirements are primarily funded by cash credit from banks including working capital loans and through short term commercial paper. Cash credit from banks including working capital loans outstanding as of March 31, 2011 was ` 7,750 million. As of March 31, 2011, outstanding commercial paper amounted to ` 33,902.81 million as compared to ` 26,432.77 million as of March 31, 2010. We also avail inter-corporate deposits from time to time. As of March 31, 2011, outstanding inter-corporate deposits amounted to ` 3,120.74 million as compared to ` 216.10 million as of March 31, 2010. Securitization/Assignment of Portfolio against financing activities

We also undertake securitization/assignment transactions to increase our capital adequacy ratio, increase the efficiency of our loan portfolio and as a cost effective source of funds. We sell part of our assets under financing activities from time to time through securitization/assignment transactions as well as direct assignment. Our securitization/assignment transactions involve provision of additional collateral and deposits or bank/ corporate guarantee. We carried out our first securitization/assignment transaction of ` 2,768.71 million (total book value of loan assets securitised) in 2010 and since then we have completed 6 more transactions with an aggregate value of ` 593.22 million. As on March 31, 2011 total book value of loan assets securitized/assigned was ` 3,022.09 million We continue to provide administration services for the securitized/assigned portfolio, the expenses for which are provided for, at the outset of each transaction. The gains arising out of securitization/assignment, which vary according to a number of factors such as the tenor of the securitized/assigned portfolio, the yield on the portfolio securitized/assigned and the discounting rate applied are treated as income over the tenure of agreements as per RBI guidelines on securitization of standard assets. Loss, if any, is recognized upfront. The following tables set forth certain information with respect to our securitization/assignment transactions:

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(Rupees in million)

For the Year Ended March 31,

2011 2010 2009 2008 2007

Total number of loan assets securitized/assigned 6 2 - - -

Total book value of loan assets securitized/assigned 593.22 2,768.71 - - -

Sale consideration received for securitized/assigned assets 626.20 2,768.71 - - -

Gain on account of securitization/assignment 32.98 101.28 - - -

We are required to provide a credit enhancement for the securitization/assignment transactions by way of either fixed deposits or corporate guarantees. In the event a relevant bank or institution does not realize the receivables due under such loan assets, such bank or institution would have recourse to credit enhancement. Treasury Operations

Our treasury operations are mainly focused on meeting our funding requirements and managing short term surpluses. Our fund requirements are currently predominantly sourced through loans and by issue of debentures to banks, financial institutions and mutual funds. We also place commercial paper and mobilize inter-corporate deposits. We have also in the recent past raised subordinated loans eligible for Tier II capital. We believe that through our treasury operations, we are able to maintain our ability to repay borrowings as they mature and obtain new loans at competitive rates. Our treasury department undertakes liquidity management by seeking to maintain an optimum level of liquidity and complying with the RBI requirement of asset liability management. The objective is to ensure the smooth functioning of all our branches and at the same time avoid the holding of excessive cash. Our treasury maintains a balance between interest-earning liquid assets and cash to optimize earnings. As part of our treasury activities, we also invest our surplus fund in fixed deposits with banks, liquid debt-based mutual funds, corporate bonds, government securities, short term corporate loans and arbitrage activities.

Our Processes

Customer Evaluation, Credit Appraisal and Disbursement

Evaluation

For origination of loans, we rely only on approved channels, and upon submission of documents as per our pre-defined standards. Thereafter, our credit managers meet all potential customers at their homes and/or place of business to assess the loan requirements and creditworthiness of such customer. The proposal form requires the customer to provide information on the age, address, employment details and annual income of the customer, as well as information on outstanding loans. The applicant is required to provide proof of identification and residence for verification purposes. Detailed information relating to such guarantor is also required to be provided. Our Credit Policies

All our SME loans are sanctioned under the credit risk policy approved by our internal risk management committee, (“RMC”). Greater emphasis is applied on customer assessment on repayment capacity and credit history prior to approving any loan. We undertake periodic update of credit policies and its various programs based on portfolio performance, market and economic development. Thereafter, we undertake various credit control checks and field investigations on a prospective customer which inter-alia includes an internal data de-duplication check, Credit Information Bureau of India Limited (“CIBIL”) database check, fraud verification, asset verification and valuation, trade credit reference checks and other legal and technical verification procedures. After having completed our internal verification procedures all documents submitted by the prospective customer are checked and verified as required and any discrepancies and/or gaps in such documentation are highlighted and sent to the prospective customer for corrections, explanations and resubmissions as required. Approval and Disbursement Process

Once the credit history, credentials, information and documents have been submitted by the prospective customer and verified to our satisfaction, we execute agreements in connection with the loan and creation of security in relation thereto, if any, with the customer. Margin money and other charges are collected prior to loan disbursements. The

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disbursing officer retains evidence of the applicant’s acceptance of the terms and conditions of the loan as part of the loan documentation. Prior to the loan disbursement, our concerned officer ensures that a Know Your Customer, (“KYC”), checklist is completed by the applicant. The concerned officer verifies such information provided and includes the records in the relevant loan file. The officer is also required to ensure that the contents of the loan documents are explained in detail to the customer either in English or in the local language of the customer and a statement to such effect is included as part of the loan documentation. The customer is provided with a copy of the loan documents executed by him. Although our customers have the option of making payments by cash or cheque, we may require the applicant to submit post-dated cheques covering an initial period prior to any loan disbursement. Loan administration and monitoring

The customer (and guarantor, if required) execute(s) the security creation documents and the loan agreement setting out the terms of the loan. A loan repayment schedule is attached as a schedule to the loan agreement, which generally sets out periodical repayment terms. Repayments are made in periodical instalments. Loans disbursed are recovered from the customer in accordance with the loan terms and conditions agreed with the customer. We track loan repayment schedules of our customers, on a monthly basis, based on the outstanding tenure of the loans, the number of instalments due and defaults committed, if any. This data is analyzed based on the loans disbursed and location of the customer. All recovery of amounts due on loans is managed internally by us. Our feet-on-street officials ensure complete focus on all stages of the collections process.

We monitor the completeness of documentation, creation of security etc. through regular visits to the business outlets by our regional as well as head office executives and internal auditors. All customer accounts are reviewed at least once a year, with a higher frequency of reviews for the larger exposures and delinquent customers. Our regional directors review collections regularly and personally contact customers that have defaulted on their loan payments. Our regional directors are assisted by the feet-on-street officers, who are also responsible for the collection of instalments from each customer serviced by them. We believe that close monitoring of debt servicing efficiency enables us to maintain high recovery ratios.

Asset Quality The Non-Banking Financial Companies Prudential Norms (Reserve Bank) Directions, 2007 (“Prudential Norms Directions”) prescribed by the RBI require us to observe the norms on classification of our assets, treatment of a NPA and provisioning against the NPA. For detail on Prudential Norms Directions please refer to the chapter titled “Regulations and Policies” on page 175 of this Prospectus. We have been maintaining good asset quality through prudent credit norms, stringent credit evaluation tools, robust risk monitoring systems, direct interaction with customers and regular visits to customers. We classify NPAs based on RBI norms and directives on asset classification and have been able to maintain the gross and net NPAs as a percentage of our Total Loan Book as at March 31, 2011 at 0.10% and 0.02% levels respectively.

Asset Classification

Set out below are the guidelines as prescribed by RBI under the Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007 for asset classification:

Asset classification RBI Guidelines

Standard Assets An asset in respect of which no default in repayment of principal or payment of interest is perceived and which does not disclose any problem nor carry more than normal risk attached to the business.

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Asset classification RBI Guidelines

Sub-standard Assets Means: (a) an asset which has been classified as non-performing asset for a period not exceeding 18 months; (b) an asset where the terms of the agreement regarding interest and / or principal have been renegotiated or rescheduled or restructured after commencement of operations, until the expiry of one year of satisfactory performance under the renegotiated or rescheduled or restructured terms. Provided that the classification of infrastructure loan as a sub-standard asset shall be in accordance with the provisions of the relevant guidelines.

Doubtful Assets Means: (a) a term loan, or (b) a lease asset, or (c) a hire purchase asset, or (d) any other asset, Which remains a sub-standard asset for a period exceeding 18 months.

Loss Assets Means: (a) an asset which has been identified as loss asset by the non-banking financial company or its internal or external auditor or by the Reserve Bank of India during the inspection of the non-banking financial company, to the extent it is not written off by the non-banking financial company; and (b) An asset which is adversely affected by a potential threat of non- recoverability due to either erosion in the value of security or non availability of security or due to any fraudulent act or omission on the part of the customer.

The following table sets forth data regarding the classification of our total outstanding loan book.

As of March 31, 2011 As of March 31, 2010 As of March 31, 2009

` million % ` million % ` million %

Standard 89,583.06 99.90% 40,711.19 99.65% 16,903.64 98.77%

Non-Performing assets

Of which:

Sub-standard 20.68 0.02% 54.37 0.13% 129.70 0.76%

Doubtful assets 6.70 0.01% - 0.00% - 0.00%

Loss assets 58.83 0.07% 90.35 0.22% 80.21 0.47%

Total 89,669.27 100.00% 40,855.91 100.00% 17,113.55 100.00%

Provisioning policy with respect to Non-Performing Assets (NPAs)

Our provisioning in respect of our NPA accounts is in accordance with the norms prescribed by the RBI, with emphasis on the realisable value of the security and the period of overdue payments. Statutory provisions are required to be made in respect of sub-standard, doubtful and loss assets as per RBI directives. Set out below is a brief description of applicable RBI guidelines on provisioning and write offs for loans, advances and other credit facilities including bills purchased and discounted. Sub-standard assets: A general provision of 10% of the total outstanding assets is required to be made. Doubtful assets: 100% provision to the extent to which the advance is not covered by the realisable value of the security to which the NBFC has a valid recourse is required to be made. The realisable value is to be estimated on a

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realistic basis. In addition to the foregoing, depending upon the period for which the asset has remained doubtful, provision is required to be made as follows: • if the asset has been considered doubtful for up to one year, provision to the extent of 20% of the secured portion is

required to be made; • If the asset has been considered doubtful for one to three years, provision to the extent of 30% of the secured

portion is required to be made; and • If the asset has been considered doubtful for more than three years, provision to the extent of 50% of the secured

portion is required to be made. Loss assets: The entire asset is required to be written off. If the assets are permitted to remain in the books for any reason, 100% of the outstanding assets should be provided for.

As a matter of prudence, we have created a floating provision on standard assets of ` 268.39 million as at March 31, 2011, over and above the RBI provisioning norms.

NPAs

The following table sets forth, at the dates indicated, data regarding our NPAs: ` in million

As of March 31, 2011 As of March 31, 2010 As of March 31, 2009

Gross NPA 86.21 144.72 209.91

Net NPA 17.71 48.93 116.73

Gross NPA as %age of Total Loan Book

0.10 0.35 1.23

Net NPA as %age of Total Loan Book

0.02 0.12 0.68

The above Gross NPA and Net NPA numbers have been worked out as a percentage of the total Loan Book.

Risk Management

Our Company has a Risk Management Committee (RMC) which comprises of the Chief Risk officer and Chief Operations Officer and other Senior Management Members from REL and very experienced banking professionals of repute from the industry. The RMC approves the policies and credit criteria’s for the SME lending products, periodically reviews the portfolio quality and performance and also advises on large transactions. Our Company leverages the efficient internal controls and risk management systems put in place to assess and monitor risks across various business lines including our financial services. Our Company has deployed resources in terms of technology, people and processes to manage our risk management function. We believe that we have effective procedures for evaluating and managing the market, credit and other risks to which we are exposed, as well as protecting our reputation. To meet the need for a robust and efficient risk management system, our Company has created a risk management cell which is centrally controlled and administered by the head office team. The risk management team starts with analysing the causes of risk on a periodic basis, plan for control of identified risks, decide on and implement appropriate risk management tools, and monitor policies and procedures with a view to continuously improving risk management processes. For SME Finance we are using Finnone system which was procured from NSEL, globally popular software in the Banking and Financial Services Industry. Finnone system has loan origination system, loan management system and collection and other modules to do the portfolio management and financial accounting. Software from leading companies such as Financial Technologies (India) Limited and Dion along with multiple in-house software programs are used to monitor, among other things, customer level margins and MTM losses.

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To mitigate business risk, risk management policies for our Company are decided by a risk management committee comprised of senior officials of our Company. These policies are monitored, reviewed and revised periodically at the group level as well as at individual subsidiaries. Interest Rate Risk Management Our results of operations are dependent upon the level of our net interest margins. Net interest income is the difference between our interest income and interest expense. Since our balance sheet consists of rupee assets and rupee liabilities, movements in domestic interest rates constitute the primary source of interest rate risk. We assess and manage the interest rate risk on our balance sheet through the process of asset liability management. We borrow funds at fixed and floating rates of interest, and extend credit also at fixed and floating rates. In the absence of proper planning and in a market where liquidity is limited, our net interest margin may decline, which may impact our revenues and ability to exploit business opportunities. We have developed stable long term relationships with our lenders, and established a track record of timely servicing our debts. This has enabled us to become a preferred customer with most of the major banks and financial institutions with whom we do business. Moreover, our valuation capabilities enable us to invest in good quality assets with stable, attractive yields. Some portion of our loans are classified as priority sector assets by the RBI, such that these loans, when securitized, find a ready market with various financial institutions, including our lenders.

Liquidity Risk Management

Liquidity risk arises due to non-availability of adequate funds or non-availability of adequate funds at an appropriate cost, or of appropriate tenure, to meet our business requirements. This risk is minimized through a mix of strategies, including maintaining back up credit facilities, liquid investments etc. We monitor liquidity risk through our Asset Liability Management (“ALM”) function with the help of Liquidity gap reports. This involves the categorization of all assets and liabilities into different maturity profiles, and evaluating these items for any mismatches in any particular maturities, especially in the short-term. Our Company’s ALM policy is in line with RBI guidelines and Asset Liability Committee (“ALCO”) guidelines. To address liquidity risk, we have developed expertise in mobilizing long-term and short-term funds at competitive interest rates, according to the requirements of the situation. As a matter of practice, we generally do not deploy funds raised from short term borrowing for long term lending.

We also ensure that there are adequate back up credit facilities available to meet any business requirements in tight market conditions. Thus, we manage our liquidity through a mix of maintaining back up credit facilities and liquid investments held by us.

Credit Risk Management

Credit risk is the risk of loss that may occur from the default by our customers under the loan agreements with us. As discussed above, customer defaults and inadequate collateral may lead to higher NPAs. We have a strong Credit Risk Assessment system by, (i) establishing a strong credit risk environment; (ii) operating under a sound credit-granting process; (iii) maintaining an appropriate credit administration, measurement and monitoring process; and (iv) ensuring adequate controls over credit risk.

Once the applicant has submitted an application form, Field verification is done by the empanelled agencies who conduct various on-site checks. The credit officer does a series of checks including consumer & corporate bureau, RBI defaulter check, ROC, Banking, ITR and other document verification checks through empanelled agencies.

A detailed financial analysis is done to calculate loan eligibility basis various product specific eligibility ratios. An onsite visit is done by the credit manager to assess level of activity in the factory and office. Personal discussion with customer is conducted to assess the management business vintage, strengths, succession plans etc. Past repayment

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behavior is assessed basis the track record with other lenders and market references are obtained from other players in the same industry.

Credit Risk is further minimized by requiring that each loan must be guaranteed by main promoters/stakeholders or other guarantors. For commercial vehicle loans, guarantee of another commercial vehicle operator in the same locality as the borrower, preferably an existing or former borrower is obtained. Furthermore, we lend on a relationship-based model, and our high loan recovery ratios indicate the effectiveness of this approach for our target customer base. Our extensive local presence also enables us to maintain regular direct contact with our customers. In this regard, we assign personal responsibility to each member of the lead generation team for the timely recovery of the loans they originate, closely monitoring their performance against our Company's standards, and maintain customer wise exposure limits.

Supplier and asset due diligence is conducted for secured equipment lending. Property visit is conducted for mortgages besides detailed evaluation of technical and legal reports.

Once the application review process is completed the loan will be sanctioned by the mandated approval Authority. Credit decisions are communicated to customers. The eligibility amount depends on the cash flows of the customer and is weighted to the applicant’s income. The loan officer within the branch will visit the applicant to finalize the paperwork and confirm the loan amount.

The Company receives post-dated cheques or direct debit payments (ECS) from the applicant for the monthly amounts due together with an additional cheque for the full amount, which the Company can present if the loan becomes pre-payable for any reason prior to maturity.

The Company believes that its strong credit approval process has allowed it to grow a high quality loan Portfolio while minimizing delinquencies in such portfolio.

Credit Rating

The following table sets forth certain information with respect to our credit ratings as on the date of this Prospectus:

Credit Rating Agency Instruments Ratings Limits (in `̀̀̀ million)

ICRA Long Term Bank Limits [ICRA] AA- 75,000

ICRA Long Term Debt

Programme

[ICRA] AA-(stable) 10,500

ICRA Short Term Debt

Instruments

[ICRA] A1+ 50,000

ICRA Short Term Bank Limits [ICRA] A1+ 4,500

ICRA Non Convertible

Cumulative Redeemable

Preference Share

[ICRA] A+(stable) 1,250

ICRA Tier II Subordinate Debt

Instrument

[ICRA] AA-(stable) 4,500

Fitch Tier II Subordinate Debt

Instrument

Fitch AA -(ind) / Outlook :

Negative

4,000

CARE Long Term Debt

Instruments

CARE AA- 7,000

The NCDs proposed to be issued under this Issue have been rated ‘[ICRA] AA-(stable)’ by ICRA for an amount of upto ` 10,000 million vide its letter dated August 12, 2011 and ‘CARE AA-’ by CARE for an amount of upto ` 8,000

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million vide its letter dated August 17, 2011. The rating of the NCDs by ICRA indicates high degree of safety regarding timely servicing of financial obligations and carrying very low credit risk. The rating of the NCDs by CARE indicates high degree of safety regarding timely servicing of financial obligations and carrying very low credit risk. The ratings provided by ICRA and/or CARE may be suspended, withdrawn or revised at any time by the assigning rating agency and should be evaluated independently of any other rating.

Capital Adequacy

We are subject to the capital adequacy ratio (“CAR”) requirements prescribed by the RBI. We are currently required to maintain a minimum CAR of 15.00%, as prescribed under the Prudential Norms Directions, 2007, based on our total capital to risk-weighted assets. As per RBI Notification as amended upto June 30, 2011– “Non-Banking Financial (Non - Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007” dated July 01, 2011, all systemically important non-deposit taking NBFCs have to maintain a minimum capital ratio, consisting of Tier I and Tier II capital, which shall not be less than 15% of its aggregate risk weighted assets on balance sheet and risk adjusted value of off-balance sheet items w.e.f. March 31, 2011. As a part of our governance policy, we ordinarily maintain capital adequacy higher than the statutorily prescribed CAR. As of March 31, 2011, our capital adequacy ratio computed on the basis of applicable RBI requirements was 16.16%, compared to the minimum capital adequacy requirement of 15.00% stipulated by the RBI. The following table sets out our capital adequacy ratios computed on the basis of applicable RBI requirements as of the dates indicated:

As of March 31,

2011 2010 2009 2008

Capital Adequacy Ratio (%) 16.16 21.67 64.27 18.90

CRAR Tier I Capital (%) 14.88 21.67 63.82 18.71

CRAR Tier II Capital (%) 1.28 - 0.44 0.19

Compliance We have a centralised compliance department, which reports to our Board and is headed by a senior member of our management. Our compliance department ensures that we operate in accordance with the laws and regulations of the exchanges and the regulators. The compliance department provides support, including advice on legal and regulatory matters, to each of our businesses. We train our employees regularly on legal and regulatory compliance. Further, we also have in place a policy for prevention of insider trading, covering “Ethical Wall” procedures.

Technology and Network Support Systems Our on-going investment in technology is a key element in expanding our product and service offerings, enhancing our delivery systems, providing speedy and consistent customer service, reducing processing costs, and facilitating our ability to handle significant increases in customer activity without a corresponding rise in risk and staff. Our technology team is divided into three broad areas: • Network and application management;

• Application development; and

• Support call centre.

Our network and system has been developed to ensure maximum uptime at our central facility in the National Capital Region (NCR) and all remote sites. Our data centres are audited quarterly for security errors. We have implemented a fully redundant virtual private network with the capability to provide well-controlled, centralised and scalable business operations. The key features of our technology platform are: • Central data centre located in the National Capital Region. We work with Financial Technologies (India) Limited

and Dion Global Solutions Limited as technology partners for applications and solutions, and IBM India and HP

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for providing servers and desktops. Bharti Televentures and Hughes Electronics Corporation are the service

providers for the VSAT network with dedicated telecommunications backup.

• We have a hybrid network of leased line circuits connecting all branches, which facilitates the operations of back

office and other business applications. This also enables us to continue with our business in the event of a

breakdown in the satellite communications link.

• There is complete connectivity to the internet using multiple service providers, allowing all employees robust

connectivity.

Intellectual Property

We use the “Religare” trademark and service mark and its associated logos, and invest our resources in building the brand. We currently do not have any registered trademarks. Pursuant to a license user agreement dated January 4, 2006, (“License Agreement”), between our Promoter, REL and Ranbaxy Holding Company (now RHC Holding Private Limited), us (in our capacity as a subsidiary of REL) are entitled to an exclusive license and right to use the brand name “Religare” and the associated trademarks for our financial services business, (“Trademarks”). REL has the right to use the Trademarks for a period of 5 (five) years effective from April 1, 2006 upto March 31, 2011, after which it will be automatically renewable for a further period of five years on the existing terms and conditions, unless determined with mutual consent six months prior to March 21, 2011. Further, the renewal for such further periods shall be on such terms and conditions as may be mutually agreed by the parties, one year prior to the expiry of the last renewed tenure of this License Agreement. Pursuant to an amendment agreement dated October 1, 2010 the aforesaid License Agreement was extended for a period of five years from April 1, 2011 upto March 31, 2016. Employees We have an experienced, qualified and committed management and employee base. Our employee strength was 1,018 as on June 30, 2011. All our employees are on our pay roll. Our business operations are primarily driven by our employees. Many of our employees, particularly senior management, have worked with our Company for significantly long periods. We believe we have relatively low employee turnover which is vital in our industry where personal relationship is an important driver of growth. We have not experienced any labour related problems or disruptions and our management considers its relations with employees to be good. The employees are not unionised or covered by collective bargaining agreements. Insurance We maintain voluntary insurance coverage against risks including loss of money, loss of electronic equipment, burglary, general fire, damage and flood. We also maintain a floating medical insurance policy for our employees, as well as a directors’ and officers’ liability insurance policy, which, however, does not provide coverage against certain risks including prior acts, prior and pending litigation, insolvency and money laundering. Competition

Our competitive landscape essentially consists of India Public Sector Banks, Indian Private Sector Banks and Indian NBFCs. Properties

We operate our businesses, including our Registered Office and branch offices, out of leased and rental properties. Collaborations

We have no strategic collaborations in connection with our business and/or operations.

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HISTORY, MAIN OBJECTS AND KEY AGREEMENTS Brief background of our Company

Our Company was incorporated as a private limited company, Skylark Securities Private Limited, under the provisions of the Act, by a certificate of incorporation dated January 6, 1995, issued by the Registrar of Companies, N.C.T of Delhi and Haryana. The name of our Company was changed from Skylark Securities Private Limited to Fortis Finvest Private Limited and a fresh certificate of incorporation dated September 23, 2004 was issued by the Registrar of Companies, N.C.T of Delhi and Haryana. The status of our Company was changed from a private limited Company to a public limited company vide a fresh certificate of incorporation dated October 7, 2004 issued by the Registrar of Companies, N.C.T of Delhi and Haryana. Subsequently the name of our Company was changed to Religare Finvest Limited vide a fresh certificate of incorporation dated April 4, 2006 issued by the Registrar of Companies, N.C.T of Delhi and Haryana.

Our Company holds a certificate of registration dated November 10, 2006, bearing registration no. B-14-02107, as a Non-Banking Financial Company Category B (not accepting public deposits) - Systemically Important, issued by the RBI to carry on activities of a NBFC under section 45 IA of the RBI Act, 1934. The aforementioned certificate of registration was issued in lieu of the earlier certificate of registration No. B-14-02107 dated January 3, 2001 for Category B Company issued to Skylark Securities Private Limited. In December 2010, our Company acquired 34,998,250 equity shares of ` 10 each of RHDFCL, representing 87.50% of the paid-up equity share capital of RHDFCL, for an amount aggregating to ` 973.34 million from our Promoter. Accordingly with effect from December 3, 2010, RHDFCL has become a subsidiary of our Company. For details of RHDFCL, please refer to the section titled “Our Subsidiary” beginning on page 120 of this Prospectus.

Change in registered office of our Company since incorporation

Previous Address New Address Reason for Change Date of Change

55, Hanuman Road, Connaught Place, New Delhi, India 110 001

3rd Floor 6, Devika Tower, Right Wing, Nehru Place, New Delhi, India 110 019

For smooth operation and convenience of business of our Company

February 2, 2006

3rd Floor 6, Devika Tower, Right Wing, Nehru Place, New Delhi, India 110 019

19 Nehru Place, New Delhi, India 110 019

For smooth operation and convenience of the business of our Company

January 30, 2009

19 Nehru Place, New Delhi, India 110 019

D3, P3B, District Centre, Saket, New Delhi, India 110 017

For smooth operation and convenience of the business of our Company

January 21, 2010

Main objects of our Company

The main objects of our Company as contained in our Memorandum of Association are:

• Subject to the approval of Securities and Exchange Board of India and other authorities where required to engage in the business of management of security offering/issue of corporate bodies including making arrangement for selling or buying or subscribing to or dealing in securities, preparation of offer documents/properties/letter of offer, typing up with other intermediaries in securities, rendering corporate advisory services, determining financial structure of issues, to manage portfolio of securities, to handle allotment and refund of securities, to underwrite issues and to undertake all other matters connected with issue/offering of securities.

• Subject to the approval of Securities and Exchange Board of India and other authorities to carry on and undertake the business of security analysis, investment or financial consultants and advisor and to act as asset manager for resident and nonresident Indian and for Indian and foreign whether being a body corporate, firm or individual.

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• To carry on the business of investment and to underwrite, sub-underwrite, to invest, in and acquire and hold, sell, buy, otherwise deal in shares, debentures, debenture stocks, negotiable instruments, units, bonds, obligations and securities issued or guaranteed by Indian or Foreign Governments, state municipalities, public authorities or bodies, banks, financial institutions and shares, stock debentures, debenture stocks, funds, obligations and securities issues guaranteed by government or any company, Corporation, firm or any other person any where in India, or outside whether incorporated or not.

• Subject to the approval of SEBI and other authorities where required to manage public issue of securities and act as issue house, financial advisors, financial brokers and to carry on the business of registrar, for various Companies, bodies, financial institutions, banks, whether incorporated in India or outside India and to make financial arrangements from banks, financial institutions, body corporates, firms or individuals.

• To act as stock and share brokers for primary and secondary market for operations and brokers and to be members in one or more stock exchanges / OTC exchange any where in India or outside India and to act as sub-brokers of one or more brokers of one or more stock exchanges any where in India or outside India.

• To lend money on any terms that may be thought fit to any persons, companies or customers having dealing with the Company.

• To finance the industrial enterprise by way of lending and advancing money, with or without security and upon such terms and conditions as the Company may think fit and to guarantee or become sureties for the performance of any agreement or contract entered into by any enterprise with any financial institution, banks, or other parties for obtaining finance whether for its long terms capital, working capital or for any deferred payment finance or for any their purpose.

• To carry on activities of leasing and/or hire-purchase.

• To carry on the business of Custodian of securities and to provide custodial services in relation to securities of a client or gold or gold related instruments including safe keeping of such securities or gold or gold related instruments and providing services incidental thereto and includes maintaining accounts of securities or gold and or gold related instruments of a client, collecting benefits or rights accruing to the client in respect of the securities or gold and or gold related instruments and to do all other things which are necessary incidental and ancillary or otherwise conductive to the attainment of the aforesaid objects.

• To engage in activities of trading in derivatives and spot on securities, shares, stock, commodities, bullion, currency, livestock including forward contracts, futures and options, arbitrage business thereof whether traded on any stock exchange or commodity exchange or not and to carry on the business of acting in any capacity as a corporate agent for various service industry including but not limited to financial, insurance companies and to carry out all incidental & allied activities related thereto.

• To provide custodial and depository participant services for all kinds of securities, financial advisory and consultancy services, investment advisory services, research activities on the internet or otherwise.

• To carry on, undertake and organise promotional activities or events in any form for marketing/publicizing the businesses of the Company as may be expedient including issue of privilege and/or promotional cards to general public by acting as intermediary with various service providers for providing their services to the privilege/promotional cardholders and to conduct schemes and announce or declare rewards or prizes thereto for the promotion of the business of the Company and to do all such other things as may be deemed incidental to the attainment of this object.

Key terms of our Material Agreements 1. Shareholders Agreement dated December 23, 2009 between Equifax Credit Information Services

Private Limited (“ECISPL”), EFX Holdings Limited, (“EFX”), Bank of Baroda, (“BOB”), Kotak

Mahindra Prime Limited, (“KMPL”), Sundaram Finance Limited, (“SFL”), Union Bank of India,

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(“UBI”), Bank of India, (“BOI”), and our Company (EFX, BOB, KMPL, SFL, UBI, BOI and our

Company collectively referred to as the “Shareholders”), (“Shareholders Agreement”)

Pursuant to the individual share subscription agreements with ECISPL, initially EFX had subscribed to 24,490,000 equity shares of ECISPL, BOB, our Company, KMPL and SFL had each subscribed to 5,000,000 equity shares of ECISPL, UBI had subscribed to 3,750,000 equity shares of ECISPL and BOI had subscribed to 1,750,000 equity shares of ECISPL, in the second round EFX has subscribed to 12,250,000 equity shares of ECISPL, BOB, our Company, KMPL and SFL have each subscribed to 2,500,000 equity shares of ECISPL, UBI has subscribed to 1,875,000 equity shares of ECISPL and BOI has subscribed to 875,000 equity shares of ECISPL. The Shareholders Agreement lays down the mutual rights and obligations between the Shareholders inter-se and in connection with ECISPL. The salient features of the Shareholders’ Agreement are as follows:

(i) Board of Directors: Under the terms of the Shareholders Agreement, ECISPL shall initially have ten (10)

directors, four (4) of which shall be designated by EFX one (1) of which shall be the managing director, and one (1) of which shall be designated by each of the Shareholders other than EFX holding a voting rights and/or shareholding in ECISPL, (“Percentage Interest”), representing at least six and one-half percent (6.5%) of the shares of ECISPL. EFX’s right to designate directors shall be reduced by one (1) director when its Percentage Interest goes below thirty percent (30%), a second Director when its Percentage Interest goes below twenty percent (20%), and a third director when its Percentage Interest goes below ten percent (10%).

(ii) Strategic Decisions: All strategic decisions in relation to ECISPL must be approved (i) by EFX and three (3)

of the other Shareholders permitted to vote on strategic decisions, or (ii) by the vote of Shareholders holding at least seventy-five percent (75%) of the shares of ECISPL held by Shareholders permitted to vote on the strategic decisions, or (iii) by such greater percentage of all shares of ECISPL issued and outstanding if required under the provisions of the Shareholders Agreement.

(iii) Composition of Shareholders: All shareholders except EFX, shall be Indian public or private limited

companies whose ownership of shares of ECISPL will not be considered part of the forty-nine (49%) foreign direct investment limit under all applicable laws and regulations.

(iv) Executive Officers: The Chief Executive Officer, the Chief Operations Officer, the Chief Financial Officer

and the chief sales and marketing officer shall be selected by EFX in consultation with the other Shareholders permitted to vote on strategic decisions and approved by the board of directors of ECISPL.

(v) Pre-emptive Rights: Each Shareholder shall have the right to subscribe to purchase additional common

voting equity securities of ECISPL issued in addition to the shares of ECISPL to ensure that the Percentage Interest of such Shareholder will not be reduced in connection with an issued of additional common voting equity securities of ECISPL in a private sale or otherwise.

(vi) Limits on Ownership: None of the Shareholders shall hold more shares of ECISPL than permitted under

applicable laws and regulations and not more than twenty-five (25%) of the shares of ECISPL. (vii) Sale of Shares by EFX: EFX may sell all of its shares of ECISPL subject to it receiving approval of such

sale by the other Shareholders having a right to vote on strategic decisions, and when such sale is required to comply with applicable law or regulations.

(viii) Transfer Restrictions: Each Shareholder shall not transfer or permit to transfer any shares of ECISPL that

are owned directly or indirectly by it, except in accordance with the terms of the Shareholders Agreement, and such Shareholder shall not permit transfer of any shares of ECISPL for a period of five (5) years or such other period as stipulated by RBI.

(ix) Right of Offer and First Refusal: A Shareholder may offer shares of ECISPL to any another party to the

Shareholders Agreement by way of a written offer and on the other party accepting the same by way of a delivery notice.

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(x) Tag-Along Rights: Each Shareholder shall have the right to sell shares held in ECISPL to a purchaser to whom EFX intends to sell or from whom EFX has received an offer to purchase shares of ECISPL held by EFX.

(xi) Term and Termination: The Agreement shall be valid until it is terminated by a written consent of all the

Shareholders, or if the Shareholders Agreement becomes unlawful, or by an order of dissolution passed by a court of competent jurisdiction and/or on ECISPL failing to satisfy the conditions subsequent under the Shareholders Agreement.

2. License User Agreement dated January 4, 2006 between Ranbaxy Holding Company (now known as

RHC Holding Private Limited) (“Licensor”) and Vajreshwari Cosmetics Private Limited (now known

as Religare Enterprises Limited) (“Licensee”), (“License Agreement”) and Amendment Agreement

dated June 19, 2008 between Ranbaxy Holding Company and Religare Enterprises Limited

(“Amendment Agreement”), and Amendment Agreement II dated October 1, 2010 between Ranbaxy

Holding Company and Religare Enterprises Limited (“Amendment Agreement II”)

Pursuant to the License Agreement, the Licensor granted the Licensee, the exclusive license and right to use the trade marks in connection with the financial services business of the Licensee. The salient features of the License Agreement are as follows:

(i) Validity: The Licensee has the right to use the “Religare” brand and the associated trade marks, (“Trade

Marks”), for a period of 5 (five) years effective from April 1, 2006 up to March 31, 2011, after which it will be automatically renewable for a further period of five years on the existing terms and conditions, unless determined with mutual consent six months prior to March 21, 2011. Further, the renewal for such further periods shall be on such terms and conditions as may be mutually agreed by the parties, six months prior to the expiry of the last renewed tenure of this License Agreement. Pursuant to the Amendment Agreement II the period of the License Agreement was mutually extended by a period of five years from April 1, 2011 to March 31, 2016.

(ii) Applicability: The Licensee shall have the right to sub-license the Trade Marks to its affiliates, subsidiaries,

group companies, sister concerns, partners or other entities (companies/trusts/societies etc) in or outside India with which the licensee has or may have any strategic alliance, joint venture, partnership or other arrangements, incidental to financial services business.

(iii) Consideration: The Licensee shall pay the Licensor a sum of ` 100,000 (Rupees one hundred thousand only) per annum for the use of the said Trade Marks. The Licensor and Licensee along with its subsidiaries, have agreed that in consideration of the Licensor incurring the brand development expenditure amounting to ` 650.00 million, the licensee will pay an additional license fee at the rate of 0.50% per annum of the incremental total consolidated annual turnover of the Licensee and its subsidiaries commencing from the financial year ending 2010-2011 to 2014-2015 vis-à-vis the consolidated turnover of the Licensee and its subsidiaries during the financial year 2009-2010. The additional license fee is payable for a period of 5 (five) years commencing from the financial year 2010-2011, subject to a minimum annual additional license fee as under:

Financial Year Amount (in `̀̀̀ million)

2010-11 100.00

2011-12 100.00

2012-13 225.00

2013-14 225.00

2014-15 350.00

(iv) Jurisdiction: The Licensee shall be entitled to use the Trade Marks for its financial services business in any such country or jurisdiction where the Licensor has applied or may apply for registration of the Trade Marks

(v) Governing Law: This License Agreement shall be governed and construed by the law of India. Any dispute(s) or claim(s) arising out of, or in connection with this License Agreement, or the breach, termination

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or invalidly thereof, shall be settled before appropriate court(s) at Delhi who would have exclusive jurisdiction.

3. Service Provider Agreement dated January 21, 2010 between Maharishi Housing Development Finance

Corporation Limited (“MHDFCL”), (now known as Religare Housing Development Finance

Corporation Limited) and our Company (“Service Provider Agreement”)

Pursuant to the Service Provider Agreement, MHDFCL shall avail of certain services deployed by our Company for its business on a principal-to-principal basis. The salient features of the Service Provider Agreement are as follows:

i. Validity: The Service Provider Agreement shall come into effect from January 21, 2010 and shall remain in

force unless renewed from the date of expiry or any extension thereof and/or unless terminated as per the terms of this agreement.

ii. Services: The scope of services include the following but are not limited to: Infrastructure facility (including

but not limited to workstation, computers, electricity, telephone, use of toilets, pantry services, office premises, parking space etc); manpower related services (including but not limited to sales, credit, operations, it, risk, legal, collections, marketing support etc); sales promotion, marketing; IT system and support; third party services; storage & vault facility; finance; customer relationship management; and any other services which are required by MHDFCL from time to time or can be on adhoc basis.

iii. Consideration: MHDFCL shall pay to our Company, from time to time by exchange of letter, for the

services provided by our Company to MHDFCL. iv. Relationship: our Company shall provide services to MHDFCL on a non-exclusive and a principal to

principal basis and is neither intended to create any duty, obligation nor any nature of relationship. v. Governing Law and Arbitration: The Service Provider Agreement shall be governed by and construed in

accordance with Indian laws. If any dispute, difference, claim or controversy including the matter of damages, if any, arises between MHDFCL and our Company, and if the dispute is not resolved with seven (7) days after the date of receipt of written notice by the Party raising the dispute, then either party shall submit the dispute for Arbitration, which shall be held at Delhi, India.

vi. Publicity: our Company shall be entitled to use the name and / or trademark / service mark / logo of

MHDFCL, the Affiliates of MHDFCL/its group companies, subsidiaries, associates or any of its customers in publication or advertisement without the prior written consent of MHDFCL.

vii. Proprietary Rights: MHDFCL agrees that any product including but not limited to inter alia information,

reports, studies, software of any nature whatsoever, produced by or as a result of any of the Services rendered under shall be the sole and exclusive property of our Company.

viii. Sub-Contractors and Agents: Our Company shall be entitled to subcontract any of its responsibilities,

contained in this Service Provider Agreement to any sub-agent or sub-contractor without prior written consent of MHDFCL. And all the provisions applicable to our Company in relation to its personnel shall be ipso facto applicable to the sub-contractors and sub-agents, as agreed by our Company.

ix. Termination: Our Company and MHDFCL may terminate this Service Provider Agreement by providing a

prior written notice of not less than thirty (30) days. Our Company may, at its sole discretion, terminate this Service Provider Agreement without assigning any reason and without requirement of any notice.

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OUR MANAGEMENT

Board of Directors The general superintendence, direction and management of our affairs and business are vested in our Board of Directors. Currently, we have 8 Directors on our Board.

Details relating to Directors

Name, Designation,

Age, DIN and

Occupation

Nationality Date of

Appointment

Address Other Directorships

Mr. Sunil

Godhwani

Director

Age: 50 years DIN: 00174831

Occupation: Service

Indian

September 24, 2004

A2 , Inayat Farm , Fatehpur Beri , P.O. Mehrauli , New Delhi 110030, India

1. Religare Commodities Limited 2. Religare Enterprises Limited 3. Religare Macquarie Wealth

Management Limited 4. Religare Securities Limited 5. Religare Trustee Company limited 6. AEGON Religare Life Insurance

Company Limited 7. Dion Global Solutions Limited

(Formerly Known as Religare Technova Limited)

8. Religare Voyages Limited 9. Religare Health Insurance Company

Limited 10. Vistaar Religare Capital Advisors

Limited 11. Fortis Healthcare (India) Limited 12. Milestone Religare Investment

Advisors Private Limited 13. Fortis Global Healthcare (Mauritius)

Limited 14. Religare Technologies Limited 15. Super Religare Laboratories Limited 16. Fortis Asia Healthcare Pte Limited 17. Fortis Healthcare International Pte

Limited 18. Fortis Healthcare Global Pte Limited 19. Fortis Healthcare India Holdings Pte

Limited 20. Lanka Hospitals Corporations PLC. 21. Fortis Healthcare Singapore Pte.

Limited

Mr. Anil Saxena

Managing Director

Age: 43 years DIN: 01555425 Occupation: Service

Indian April 6, 2010 House No. 603 , Aspire – 1 , Supertech Emerald Court , Sector – 93A , Noida 201301 , Uttar Pradesh , India

1. Religare Arts Initiative Limited 2. Religare Securities Limited 3. Religare Travels (India) Limited 4. Religare Aviation Limited 5. Religare Arts Investment Management

Limited 6. Religare Capital Markets Limited 7. Religare Housing Development

Finance Corporation Limited 8. Religare Health Insurance Company

Limited 9. AEGON Religare Life Insurance

Company Limited 10. Religare Macquarie Wealth

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Name, Designation,

Age, DIN and

Occupation

Nationality Date of

Appointment

Address Other Directorships

Management Limited 11. Religare Capital Markets International

(Mauritius) Limited 12. Religare Capital Markets International

(UK) Limited 13. Religare Capital Markets Plc 14. Religare Capital Markets Inc 15. MENA Healthcare Investment

Company Limited 16. Super Religare Laboratories

International FZ-LLC (Dubai Healthcare City, Dubai)

17. Tobler (Mauritius) Limited 18. Regius Overseas Holding Co. Limited 19. Religare Investment Holdings (UK)

Limited 20. Carnelian Mauritius Limited 21. Religare Global Asset Management

(UK) Limited 22. Religare Enterprises Limited 23. Religare Trustee Company Limited 24. Religare Global Asset Management

Inc. 25. Religare Capital Markets (India)

Limited

Mr. Atul Gupta

Whole Time

Director

Age: 40 years DIN: 00510562 Occupation: Service

Indian December 30, 2006

Flat No-42, Prayag Apartments Plot No-B-1,Vasundhara Enclave, New Delhi-110096, India

1. Religare Venture Capital Limited 2. Religare Infotech Private Limited 3. Vistaar Religare Media Limited 4. Mausam Films Limited 5. Vistaar Religare Entertainment

Limited 6. Medsource Health Care Private

Limited 7. REL Infrafacilities Limited. 8. Religare United Soccer Limited 9. Religare Finance Limited 10. Religare Travels (India) Limited 11. Religare Bullion Limited 12. Religare Share Brokers Limited 13. Vistaar Religare Pictures Limited 14. Religare Wellness Limited 15. Northgate Capital Asia (India)

Limited

Mr. Sunil Kumar

Garg

Director

Age: 42 years DIN: 01179441

Occupation: Service

Indian March 26, 2007 C-90 Ramprastha, Ghaziabad, 201011, Uttar Pradesh, India

1. REL Infrafacilities Limited 2. Religare Securities Limited 3. Religare Infotech Private Limited 4. Religare Bullion Limited 5. Religare United Soccer Limited 6. Religare Share Brokers Limited 7. Religare Wellness Limited 8. Medsource Health Care Private Limited 9. Northgate Capital Asia (India) Limited

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Name, Designation,

Age, DIN and

Occupation

Nationality Date of

Appointment

Address Other Directorships

Mr. Jatinder Singh

Grewal

Whole Time

Director

Age: 55 years DIN: 01051943 Occupation: Service

Indian December 30, 2006

F-07 Mittal Park, 44 J.R. Mhatre, Road, Opp. Godrej Bungalow, Juhu, Mumbai- 400049.Maharashtra, India

1. Religare Venture Capital Limited 2. Vistaar Religare Media Limited 3. Mausam Films Limited 4. Vistaar Religare Films Limited 5. Vistaar Religare Entertainment Limited 6. Vistaar Religare Pictures Limited 7. Divine Apartments Private Limited 8. Religare Finance Limited

Mr. Padam Narain

Bahl

Independent

Director

Age: 59 years DIN: 01314395 Occupation: Practicing Chartered Accoutant and Income Tax Advisor

Indian March 26, 2007 D -70 , Ranjit Avenue, Amritsar 143001, India

1. Religare Enterprises Limited 2. Religare Insurance Broking Limited 3. Religare Commodities Limited 4. Religare Securities Limited 5. Religare Venture Capital Limited 6. Religare Arts Initiative Limited 7. Dion Global Solutions Limited

(Formerly Known as Religare Technova Limited)

8. Verne Developers Private Limited 9. Religare Technologies Limited 10. Religare Capital Markets Limited

Mr. J. W. Balani

Independent

Director

Age: 62 years DIN: 01338053 Occupation: Business

Foreign (Spanish )

March 26, 2007 Compas De La Victoria 3 , 29012, Malaga , Spain

1. Religare Insurance Broking Limited 2. Religare Enterprises Limited 3. Religare Securities Limited 4. Time Concepts S.L. 5. Atari S.L. 6. Religare Capital Markets Plc.

Mr. Rama Krishna

Shetty*

Alternate Director Age: 63 years DIN: 01521858

Occupation: Service

Indian April 30, 2007 D – 2 , 166 , Chartered Cottage , Langford Road , Bangalore 560 225, India

1. Religare Securities Limited 2. Religare Enterprises Limited 3. Religare Insurance Broking Limited 4. Religare Technologies Limited 5. Dion Global Solutions Limited

* Mr. Rama Krishna Shetty is an Alternate Director to Mr. J. W. Balani

Profile of Directors

Mr. Sunil Godhwani Mr. Sunil Godhwani holds a B.Sc. degree in Chemical Engineering, M.Sc. Degree in Industrial Engineering and Finance from Polytechnic Institute of New York. He spearheads the Company’s management and global operations, strategizing

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and directing it through its next phase of growth. He joined our Company on September 24, 2004. He has been instrumental to take our Company to new heights by managing various acquisitions, finding new partners for joint ventures, exploring new avenues for the business, establishing Company’s vast network and shaping the strategies in India and abroad. He has a wide-ranging experience of over two decades in managing large scale businesses. Mr. Godhwani was recently awarded by the “Indian Business Leader of the Year” award at the Global Indian Business Meeting hosted by Horasis, in Madrid, Spain and “CEO of the year Award” at CEO Clubs International Awards. He joined our Board on September 24, 2004. Mr. Anil Saxena Mr. Anil Saxena is the Managing Director of our Company. He holds a Bachelor’s Degree in Commerce from the University of Delhi and is a member of the Institute of Chartered Accountants of India and the Institute of the Cost and Works Accountants of India. He is responsible for the management and supervision of finances, risk & audit of our Company. He is also the Group Chief Financial Officer of REL. Prior to joining us, he was associated with Kotak Securities Limited as Vice-President. In the past, he has also worked with Dion Global Solutions Limited (formerly known as Religare Technova Limited) and R. Singhania & Co. He has over 20 years of experience in the financial services industry. He joined the Religare Group on August 1, 2001 and was promoted to the Board of our Company on April 6, 2010 Mr. Atul Gupta Mr. Atul Gupta holds a Bachelor’s Degree in Commerce from Delhi University and is a qualified Chartered Accountant. He has over 17 years of experience in the field of stock broking, arbitrage and lending business. He is responsible for maintenance of relationships with our corporate clients, High Networth Individuals (HNI) and provides strategic directions to our lending business. Prior to joining our Company he was a Manager, commercial at Pisces Industries Limited and held several key positions from 1994-99. He joined our Board on December 30, 2006.

Mr. Sunil Kumar Garg Mr. Sunil Kumar Garg holds a Bachelor’s Degree in Commerce from the St. Xavier’s College, Kolkata. He is a member of the Institute of Chartered Accountants of India and the Institute of Company Secretaries of India. He is holding the key position of President - Treasury at REL. Prior to joining us, he was employed at Arvind Construction Company Limited and held several key positions there from 1994 until 2003 and also worked with Brikmyre Exports Private Limited. He has over 19 years of experience in the financial services industry. He joined our Board on March 26, 2007.

Mr. Jatinder Singh Grewal Mr. Jatinder Singh Grewal holds a Masters Degree in Economics from Delhi School of Economics. He started his career as Probationary Officer with State Bank of India in 1979. He held several positions for various banks, in India and abroad. Amongst various assignments, he was Credit Officer in various branches in Gujarat as well as Foreign Exchange and Bond Dealer in State Bank of India’s Tokyo Branch. Mr. Grewal has an experience of approximately 27 years in the banking industry. Mr. Grewal has financial expertise required to provide effective oversight of a diversified financial services business that operates on global scale. He joined our Board on November 15, 2007 and was re-appointed as a Whole Time Director on November 15, 2010. Mr. Padam Narain Bahl Mr. Padam Narain Bahl holds a Bachelor’s Degree in Commerce from the Kurukshetra University and a bachelor’s degree in law from Guru Nanak Dev University, Amritsar. He is a member of the Institute of Chartered Accountants of India. He has also received a Diploma in Information System Audit from SSI, Amritsar. Mr. Bahl has been practicing as a Chartered Accountant and an income tax advisor since 1979 and has more than 30 years of work experience. He was the Chairman of the Northern India Regional Council, Institute of Chartered Accountants of India, Amritsar Chapter for the year 1998-99 and was a member of the Income Tax Advisory Committee, Amritsar Chapter during the years 2002-03 and 2003-04. He joined our Board as an Independent Director on March 26, 2007.

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Mr. J. W. Balani Mr. J. W. Balani studied from Broadhembury College, Somerset, UK. He is engaged in the business of export and import of white goods. Mr. Balani currently associated with Atari S. L. and Time Concepts S.L. and has more than 39 years of experience. Mr. Balani joined our Board as an Independent Director on March 26, 2007.

Mr. Rama Krishna Shetty Mr. Rama Krishna Shetty holds a Bachelor’s Degree in Mechanical Engineering from Karnataka University, Dharwad and has completed an executive development program from the Jamnalal Bajaj Institute of Management Studies, Mumbai in Product Management Control. Mr. Shetty has received the National Productivity Award in the year 1992 and is presently the President of the Indian Hockey Federation and the Karnataka State Hockey Association; and has more than 32 years of work experience. Mr. Shetty joined our Board on April 30, 2007 as an alternate director to Mr. J. W. Balani.

Remuneration of the Directors

The independent directors are paid sitting fees for attending the various meetings of the Board and of the Committees of the Board as under:

Meeting Overall limit per Director (`̀̀̀)

Meetings of the Board NIL

Meetings of any committee of the Board NIL

Appointment and Remuneration of the Managing Director

Mr. Anil Saxena has been appointed as the Managing Director of our Company for a period of (3) three years with effect from April 6, 2010, pursuant to a resolution of the Board of Directors of our Company passed at their meeting held on April 6, 2010. Further, the shareholders of our Company approved the appointment of Mr. Saxena as Managing Director of the Company in their meeting held on May 24, 2010. The current remuneration payable to our Managing Director, as authorised by a resolution passed by the shareholders of our Company at their general meeting held on May 24, 2010, is as follows:

A. Remuneration:

(i) Salary: Subject to the provisions of the Act, our managing director shall be entitled to a salary of ` 506,667/- per month;

B. Allowances:

(i) House Rent Allowance : ` 253,334 /-per month (ii) Additional Allowance : ` 506,666/- per month

For further details please refer to the section titled “Material Contracts and Documents for Inspection” beginning on page 190 this Prospectus.

Borrowing Powers of the Board

Pursuant to resolution passed by the shareholders of our Company at their Extra Ordinary General Meeting held on August 16, 2011 and in accordance with provisions of Section 293 (1)(d) of the Act, the Board has been authorised to borrow sums of money as they may deem necessary for the purpose of the business of our Company upon such terms

106

and conditions and with or without security as the Board of Directors may think fit, provided that money or monies to be borrowed together with the monies already borrowed by our Company (apart from temporary loans (including working capital facilities) obtained from our Company’s bankers in the ordinary course of business) shall not exceed ` 200,000 million.

Interest of the Directors

All the directors of our Company, including our independent directors, may be deemed to be interested to the extent of fees, if any, payable to them for attending meetings of the board or a committee thereof as well as to the extent of other remuneration and reimbursement of expenses payable to them. The managing director of our Company is interested to the extent of remuneration paid for services rendered as an officer or employee of our Company. All the directors of our Company, including independent directors, may also be deemed to be interested to the extent of Equity Shares, if any, held by them or by companies, firms and trusts in which they are interested as directors, partners, members or trustees and also to the extent of any dividend payable to them and other distributions in respect of the said Equity Shares. All our directors may be deemed to be interested in the contracts, agreements/arrangements entered into or to be entered into by our Company with any company in which they hold directorships or any partnership firm in which they are partners as declared in their respective declarations. Except as otherwise stated in this Prospectus and statutory registers maintained by our Company in this regard, our Company has not entered into any contract, agreements or arrangements during the preceding two years from the date of this Prospectus in which the directors are interested directly or indirectly and no payments have been made to them in respect of these contracts, agreements or arrangements which are proposed to be made with them. Our Company’s directors have not taken any loan from our Company.

Debenture holding of Directors:

None of our directors are holding debentures of our Company.

Changes in the Directors of our Company during the last three years:

The Change in the Board of Directors of our Company in the three years preceding the date of this Prospectus is as follows:

Name of Director Date of Appointment/Re-

appointment

Date of Cessation Reason

Mr. Anil Saxena April 6, 2010 - Appointment

Shareholding of Directors, including details of qualification shares held by Directors

As per the provisions of our MOA and AOA, Directors are not required to hold any qualification shares.

None of our Directors are holding shares of our Company.

Details of various committees of the Board

Our Company has constituted the following committees:

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A. Audit Committee

The members of the Audit Committee as on the date of this Prospectus are: 1. Mr. Padam Narain Bahl, Chairman; 2. Mr. Sunil Godhwani; and 3. Mr. Rama Krishna Shetty. The terms of reference of the Audit Committee, inter alia, include: � Reviewing with management the half yearly and annual financial information before submission to the board,

focusing primarily on:

• Any changes in accounting policies and practices

• Major accounting entries based on exercise of judgments by management.

• Qualifications in draft audit report.

• Significant adjustments arising out of audit.

• The going concern assumption.

• Compliance with accounting standards.

• Any related party transactions i.e. transactions of the Company of material nature, with promoters or the management, their subsidiaries or relatives etc. that may have potential conflict with the interests of the Company at large.

� Reviewing with the management, external and internal auditors, the adequacy and compliance of internal control

systems. � Reviewing the adequacy of internal audit function, including the structure of the internal audit department,

staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit

� Inform the Board about the overall exposure to capital market, compliance to RBI and Board guidelines, adequacy

of risk management and internal controls. B. Asset Liability Committee The members of the Asset Liability Committee as on the date of this Prospectus are:

1. Mr. Atul Gupta, Chairman; 2. Mr. Gurpreet Singh Chaney; and 3. Mr. Anurag Goel

The terms of reference of the Asset Liability Committee, inter alia, include: � To manage liquidity and interest rate risk in a dynamic situation by measuring, monitoring and taking appropriate

steps. � To put in place the ALM system by making use of specialized software for managing assets and liabilities with

respect to maturity mismatch. It shall put in place a comprehensive and dynamic frame work to measure, monitor and manage the liquidity and interest rate equity and commodity price risk taking into account the rates of major operators in the financial system by closely integrating it with the business strategy of the company.

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� To evolve suitable strategy through risk policies and tolerance levels to manage the risks. � To recommend the board regarding limits of liquidity, interest rate and equity price risk. � Ensuring the adherence to the limits set by the board and in the line with the budget and decide risk management

objectives. � To decide the product pricing for the loans, maturity profile and mix of the incremental assets and liabilities. � To anticipate the current interest rate view of the company and base its decision for future business strategy on

this view .In regard to funding policy it shall decide the source, mix of liabilities or sale of assets.

� To develop a view on future direction of interest rate movement and decide on funding mixes between fixed vs. floating rate bonds, wholesale vs. retail, money market vs. capital market, domestic market vs. foreign currency funding.

� To review the ALM returns and take suitable remedial measures. � To review the progress and implementation of decision made in the previous meetings. � To assess the funding and capital planning for the company. � To prepare road maps for profit planning and growth projections. � To prepare plans by forecasting and analyzing “what if scenario”.

C. Loan and Investment Committee

The members of the Loan and Investment Committee as on the date of this Prospectus are:

1. Mr. Atul Gupta, Chairman; 2. Mr. Sunil Kumar Garg; 3. Mr. Kavi Arora; 4. Mr. Deepak Joshi;and 5. Mr. Gurpreet Singh Chaney.

The objective of forming the Committee is to provide operational guidelines to all concerned and will enable the company to gainfully deploy the surplus funds from time to time.

D. Nomination /Compensation Committee The members of the Nomination and Compensation Committee as on the date of this Prospectus are:

1. Mr. Shachindra Nath, Chairman; 2. Mr. Sunil Godhwani; 3. Mr. Anil Saxena; 4. Mr. Atul Gupta; and 5. Mr. Kamlesh Dangi. (Permanent Invitee)

The terms of reference of the Committee include appointment of senior management personnel and making recommendations to the Board for appointment of Directors or filling of vacancies on the Board. The Committee shall meet atleast once in a year for reviewing the fit and proper credentials of the proposed/existing directors.

E. Risk Management Committee

The members of the Risk Management Committee as on the date of this Prospectus are:

1. Mr. Atul Gupta, Chairman;

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2. Mr. J. S. Grewal; and 3. Mr. Sunil Kumar Garg.

The terms of reference of the Risk Management Committee, inter alia, include:

� The Risk Management Committee has been assigned the task of guiding the progressive Risk Management System, Policy and Strategy of the Company. It will devise the policy and strategy for Integrated Risk Management containing various risks exposures of the Company (credit risk, market risk and operational risk).

� The Committee oversees the functioning of the Asset Liability Management Committee, Loan and Investment

Committee and other risks committees of the Company, if any. � The Committee shall meet atleast once in every quarter. � Any two members shall form the quorum. � The Committee shall submit its report in the next immediate Board Meeting.

F. Consumer Finance Committee

The members of the Consumer Finance Committee as on the date of this Prospectus are:

1. Mr. Anil Saxena, Chairman; 2. Mr. Atul Gupta; 3. Mr. Kavi Arora; 4. Mr. S. Ravi; 5. Mr. K. Raghuraman; and 6. Mr. Sunil Kumar Garg.

The terms of reference of the Consumer Finance Committee, inter alia, include:

� To build a strong and profitable portfolio with fair and transparent outlook by taking help of the experience and

multidimensional view of the Committee Members.

� To draft and approve the various policies pertaining to the Consumer Finance Activity of the Company.

� To find out the reasons for Non Performing Assets accounts in the Small and Medium Enterprises Sector.

� To consider the soundness of way of methods for disbursing the loan.

� To discuss and review the recovery or collection policy etc.

� To review the constitution of the entity while disbursing the loan.

� To investigate relevant matter referred to the committee by the Board and report to the Board.

G. Borrowing Committee

The members of the Borrowing Committee as on the date of this Prospectus are:

1. Mr. Atul Gupta, Chairman; 2. Mr. Anil Saxena; and 3. Mr. Sunil Kumar Garg.

The Board constituted the Borrowing Committee of the Company for operational convenience in borrowing from various sources as per the borrowing limit prescribed by Board from time to time.

110

The terms of reference of the Borrowing Committee include availing financial facilities, in one or more tranches from financial institution(s) / bank(s) or other entities in form of term loan(s), guarantee(s), line of credit or in any other forms (“Facilities”) by way of commercial papers for any amount not exceeding ` 75,000 million and other loans for any amount not exceeding ` 30,000 million, aggregating to a total sum not exceeding ` 105,000 million, other than by way of issuance of debentures, in connection with our Company’s business requirement.

H. Share Allotment Committee

The members of the Share Allotment Committee as on the date of this Prospectus are: 1. Mr. Atul Gupta, Chairman; 2. Mr. Anil Saxena; and 3. Mr. Sunil Kumar Garg

The terms of reference of the Share Allotment Committee, inter alia, include: � To exercise powers on behalf of the Board to look after the matters pertaining to the issue, offer, allotment and

cancellation of securities including ESOP/Equity/Preference shares/ instruments convertible into Equity Shares, whether optionally or otherwise.

� To make call on securities. � To invite and accept further subscription money on securities. � To issue share certificates, if required/ receipts. � To redeem/ convert securities and to do all such acts, deeds and things as may be considered necessary and

incidental thereto.

I. Debenture Committee

The members of the Debenture Committee as on the date of this Prospectus are:

1. Mr. Atul Gupta, Chairman; 2. Mr. Anil Saxena; and 3. Mr. Sunil Kumar Garg

The terms of reference of the Debenture Committee, inter alia, include: � Finalization of the allotment of the NCDs on the basis of the applications received. � Finalization of and arrangement for the submission of the Prospectus to be submitted to the Stock Exchange(s) for

receiving objections from the public and the prospectus to be filed with the Stock Exchange(s), and any corrigendum, amendments supplements thereto.

� Approval of the draft and final prospectus (including amending, varying or modifying the same, as may be

considered desirable or expedient) as finalized in consultation with the lead managers, in accordance with all applicable laws, rules, regulations and guidelines.

� Finalization of the basis of allotment in the event of over-subscription. � Acceptance and appropriation of the proceeds of the Public Issue. � Authorization of the maintenance of a register of holders of the NCDs.

111

� Authorization of any director or directors of the Company or other officer or officers of the Company, including by the grant of power of attorneys, to do such acts, deeds and things as such authorized person in his/her/its absolute discretion may deem necessary or desirable in connection with the issue and allotment of the NCDs.

� Seeking, if required, the consent of the Company’s lenders, parties with whom the Company has entered into

various commercial and other agreements, all concerned government and regulatory authorities in India, and any other consents that may be required in connection with the issue, offer and allotment of the NCDs.

� Seeking the listing of the ncds on any Indian stock exchange, submitting the listing application to such stock

exchange and taking all actions that may be necessary in connection with obtaining such listing. � Giving or authorizing the giving by concerned persons of such declarations, affidavits, certificates, consents and

authorities as may be required from time to time. � Deciding, approving, modifying or altering the pricing and terms of the ncds, and all other related matters

including the determination of the size of the Public Issue up to the maximum limit prescribed by the Board and the minimum subscription for the Public Issue.

� Appointing the debenture trustee and execution of the trust deed in connection with the Public Issue, in

accordance with the provisions of the Debt Regulations. � Appointing the registrar to the issue, and other intermediaries, in accordance with the provisions of the Debt

Regulations. � Sign and execute listing application(s), various agreements including but not limited to Deed of Hypothecation,

Debenture Trust Deed, Debenture Trustee Agreement, Listing Agreement, undertakings, deeds, declarations, affidavits, certificates, documents, etc. And all other documents and to do all such acts, deeds and things, and to comply with all formalities as may be required in connection with and incidental to the aforesaid offering of ncds including the post issue formalities and with power to settle any question, difficulties or doubts that may arise in regard to the issue or allotment of such ncds as may be deemed fit.

� Appointing the Lead Managers, Brokers, Debenture Trustee, Legal Advisors, Depositories, Custodians, Registrar

and Bankers to the Issue, Printers, Credit Rating Agency(ies), Advertising Agency(ies) and such other persons/agencies as may be involved or concerned in such offerings of ncds and to remunerate all such persons/agencies, including by the payment of commission, brokerage, fees, etc. As may be deemed fit.

� To generally do any other act and/or deed, to negotiate and execute any document/s, application/s, agreement/s,

undertaking/s, deed/s, affidavits, declarations and certificates, and/or to give such direction as it deems fit or as may be necessary or desirable with regard to the Public Issue.

� Consider and approve and sign any financial statement and any other documents in connection with the issue of

NCDs.

Payment of benefits and profit-share to Employees

Except entitlement to stock options under the ESOP, and payments in accordance with the terms of appointment of our employees, we have not paid or granted any amounts or benefits to our employees, in the two years preceding the date of this Prospectus. Our employees are not entitled to any share in the profits of our Company. Key Operations Personnel:

The key operations personnel of our Company, apart from our Executive Directors are as follows: Mr. Kavi Arora, the Chief Executive Officer of our Company, has over 17 years of experience in the financial services industry. Prior to joining our Company, Mr. Arora was associated with GE Money Financial Services as Director - Secured Assets and Cross-Sell for Hong Kong.

112

Ms. Kanchan Jain, the President Structured Products and CRO of our Company, has over 15 years experience in the financial services industry covering fixed income, project finance, capital markets and global structured products across Asia and Europe. Prior to joining our Company, Ms. Jain was associated with Barclays Capital London as their Director and Head Structured Solutions, HSBC London as their Managing Director – Client Solutions Structuring, Peregrine Fixed Income (Hong Kong) and ICICI Bank Limited (India). Mr. Vineet Saxena, the Chief Operations Officer of our Company, has over 17 years of experience in the financial services sector spanning roles in business development, sales and marketing, channel management, relationship management and credit underwriting in banking / financial services. In our Company, Mr. Saxena is responsible for driving operational excellence in operations, CRM, information technology, quality, financial planning and control in asset finance. Mr. Gurinder Singh Sehmbey, our Company’s Director (North), has over 17 years of experience in the commercial vehicle and construction equipment finance market in India. Prior to joining Religare, Mr. Sehmbey has been associated with MAGMA Fincorp as part of the steering committee, where he was responsible for establishing businesses out of Punjab, Chhattisgarh and Central &Western India. Mr. Sachin Sharma, our Company’s Director (West), has over 15 years of experience in the retail banking and insurance industries across various locations in India. Prior to joining our Company, Mr. Sharma was associated with organizations like Citigroup, ICICI Prudential Life Insurance Company and ABN AMRO Bank. Mr. Abhijit Gosh, our Company’s Director (South and East), has over 15 years of experience. Prior to joining our Company, Mr. Gosh has been associated with Andrew Yule Whirlpool of India, ICICI Bank, Reliance Infocomm, ABN Amro Bank,ICICI Securities Limited and Future Group. In our Company, Mr. Gosh is responsible for establishing the asset finance business in south and east regions. Mr. O D Sharma, Audit & Process Control, has over 25 years of experience. Prior to joining our Company, Mr. Sharma has been associated with organizations like HDFC Bank Limited, ICICI Bank Limited and IndiaBulls Financial Services Limited. Mr. Sandeep Adukia, our Company’s President – Capital Market Finance, has over 15 years, in the financial services industry in margin financing & institutional broking. Mr. Adukia has in the past been associated with OHM Financial Group as their Chief Operations Officer, with Citibank as Head Capital Market Finance, with HDFC Bank & India Securities Limited. Mr. Pankaj Bhansali, our Company’s Director – Capital Market Finance, has over 15 years of experience. Prior to joining our Company, Mr. Bhansali was associated with organizations like Kushal Share Broking Private Limited, OTC Exchange of India and Grasim Industries Limited.

113

OUR PROMOTER

Profile of our Promoter

Our Promoter is Religare Enterprises Limited.

Religare Enterprises Limited (“REL”) was originally incorporated as a private limited company under the Act on January 30, 1984 with the name Vajreshwari Cosmetics Private Limited, vide a certificate of incorporation dated January 30, 1984 issued by the Registrar of Companies, Punjab, Himachal Pradesh & Chandigarh at Jalandhar. Subsequently, the name of our Promoter was changed to Religare Enterprises Private Limited and a fresh certificate of incorporation dated January 31, 2006 was issued by the Registrar of Companies, Punjab, Himachal Pradesh & Chandigarh at Jalandhar. The word private was deleted from the name of the Promoter and a fresh certificate of incorporation dated August 11, 2006 was issued by the Registrar of Companies, N.C.T. of Delhi and Haryana. The registered office of our Promoter is located at D3, P3B, District Centre, Saket, New Delhi - 110 017. Our Promoter through its subsidiaries and joint ventures is primarily engaged in the business of broking in securities and commodities, lending and investments, financial advisory services, custodial and depository operations, portfolio management services, asset management and life insurance.

Our Promoter and/or any member of our Promoter Group have not been restrained, prohibited or debarred by SEBI from accessing the securities market or dealing in securities and no such order or direction is in force.

Except for Religare Finance Limited, a wholly owned subsidiary of our Promoter, which carries on the business of NBFC activities, there are no common pursuits between our Company and our Promoter. REL is a diversified financial services company with presence in India and abroad operating through its eleven direct Indian subsidiaries and one overseas direct subsidiary. Following is a brief description of the subsidiaries of REL:

Sr.

No. Name of Subsidiary Country of

Incorporation Promoter’s

Holding (%) Business Activity

1. Religare Finvest Limited India 100 • Lending Business • Depositary Participants • Mutual Fund Distribution

2. Religare Securities Limited India 100 • Retail Equity Broking • Priority Client Equity Services • Online Investment Portal • Depository Services

3. Religare Insurance Broking Limited

India 100 • Non Life Insurance Broking Business

4. Religare Venture Capital Limited India 100 • Private Equity and Investment Management

5. Religare Finance Limited India 100 • NBFC activities

6. Religare Capital Markets Limited India 100 • Merchant Banking • Stock Broking • Other financial and advisory services

7. REL Infrafacilities Limited (Formerly known as Religare Realty Limited)

India 100 • In house Real Estate Management

8. Religare Arts Initiative Limited India 100 • Promote art and provide art related services like gallery space, valuation, authentication, collection building, custodial services to the clients

9. Religare Health Insurance Company Limited (Formerly known as Religare General Insurance Company Limited)

India 90 • Issuing Health Insurance and related products subject to the approval of IRDA

114

Sr.

No. Name of Subsidiary Country of

Incorporation Promoter’s

Holding (%) Business Activity

10. Religare Global Asset Management Incorporation

USA 100 • Asset Management Business

11. Vistaar Religare Capital Advisors Limited

India 74 • Asset Management Company for the Film Fund

12. Religare Capital Markets (India) Limited

India 100 • Proposed to engage in the business of investment banking and/or stock broking directly or indirectly

Interest of Promoter in our Company

Except as stated under the section titled “Financial Information” beginning on page 122 of this Prospectus and to the extent of their shareholding in our Company along with nominees, REL does not have any other interest in our Company’s business. Further, REL has no interest in any property acquired by our Company in the last two years from the date of this Prospectus, or proposed to be acquired by our Company.

REL does not propose to subscribe to this Issue.

Our Company has issued and allotted 10.90% Secured CCDs of face value of ` 1,000,000 (Rupees One Million each), aggregating upto ` 1,500,000,000 (Rupees Fifteen Hundred Million only) to our Promoter in one tranche on May 30, 2011. Further, our Company acquired 34,998,250 equity shares of ` 10 each of RHDFCL, representing 87.50% of the paid-up equity share capital of RHDFCL, for an amount aggregating to ` 973.34 million from our Promoter.

Our Promoter filed a Draft Letter of Offer with SEBI on May 6, 2011, for the issue of equity shares of the face value of ` 10 each, aggregating upto ` 8,000 million (Rupees Eight Thousand Million only) to the equity shareholders of our Promoter on rights basis (with an option to increase the issue size by upto 10%). Our Promoter intends to utilise ` 6,000 million (Rupees Six Thousand Million only) out of the aforementioned issue of equity shares, for the purpose of investing in our Company, Religare Capital Markets Limited and AEGON Religare Life Insurance Company Limited.

Other than the payment of dividend on the shares held by our Promoter in the share capital of our Company, issue of the following Equity Shares and warrants convertible into Equity Shares, interest paid on Inter-corporate Deposit, the aforementioned issue of Secured CCDs, and the transactions as described in the section titled “Financial Information” beginning on page 122 of this Prospectus, we have not paid or granted any amounts or benefits, in the two years preceding the date of this Prospectus.

Details of Shares allotted to our Promoter during the last three Financial Years

Shareholding Pattern of our Promoter as on June 30, 2011:

Total shareholding

as a % of total no.

of shares

Shares pledged or otherwise

encumbered

Category of

shareholder

No. of

shareh

olders

Total No. of

shares

No. of

shares held

in de

materialized

form As a %

of

(A+B)

As a % of

(A+B+C)

Number of

shares

As a % of

Total No. of

Shares

(A) Shareholding of

Promoter and

Promoter Group

Sr.

No.

Nature of Transaction Date of

allotment

No. of

Securities

Issue Price

(`̀̀̀)

1. Preferential Issue of Equity Shares July 1, 2009 47,165,000 200.00 2. Conversion of Compulsory Convertible Debentures issued

on June 23, 2008 July 23, 2009 2,000,000 200.00

3. Preferential Issue of Equity Shares March 8, 2010 1,250,000 200.00 4. Conversion of Compulsory Convertible Debentures issued

on June 23, 2008 July 23, 2010 3,000,000 200.00

115

Total shareholding

as a % of total no.

of shares

Shares pledged or otherwise

encumbered

Category of

shareholder

No. of

shareh

olders

Total No. of

shares

No. of

shares held

in de

materialized

form As a %

of

(A+B)

As a % of

(A+B+C)

Number of

shares

As a % of

Total No. of

Shares

(1) Indian

Individuals/ Hindu Undivided Family

Promoter

Mr. Shivinder Mohan Singh

1 19,187,400 19,187,400 13.76 13.76 6,825,000 35.57

Promoter Group

Mrs. Aditi Shivinder Singh

1 166 166 0.00 0.00 0 0.00

Mrs. Japna Malvinder Singh

1 166 166 0.00 0.00 0 0.00

Central Government/ State Government(s)

0 0 0 0.00 0.00 0 0.00

Bodies Corporate

Shivi Holdings Private Limited

1 14,082,306 14,082,306 10.10 10.10 5,675,000 40.30

Malav Holdings Private Limited

1 14,082,306 14,082,306 10.10 10.10 5,675,000 40.30

RHC Finance Private Limited

1 24,565,478 24,565,478 17.61 17.61 3,241,000 13.19

RHC Holdings Private Limited

1 6,494,746 6,494,746 4.66 4.66 1,300,000 20.02

Financial Institutions/Banks

0 0 0 0.00 0.00 0 0.00

Any Other (specify) 0 0 0 0.00 0.00 0 0.00

Sub-Total (A) (1) 7 78,412,568 78,412,568 56.22 56.22 22,716,000 28.97

(2) Foreign

Individuals (Non-Resident Individuals/Foreign individuals)

Promoter

Mr. Malvinder Mohan Singh1

1 19,187,400 19,187,400 13.76 13.76 6,825,000 35.57

Promoter Group

Mr. Abhishek Singh 1 50 50 0.00 0.00 0 0.00

Bodies Corporate 0 0 0 0.00 0.00 0 0.00

Institutions 0 0 0 0.00 0.00 0 0.00

Any Other (specify) 0 0 0 0.00 0.00 0 0.00

Sub-Total (A) (2) 2 19,187,450 19,187,450 13.76 13.76 6,825,000 35.57

Total Shareholding of

Promoter and

Promoter Group (A) =

(A)(1)+(A)(2)

9 97,600,018 97,600,018 69.97 69.97 29,541,000 30.27

1 Our Promoter has been informed that Mr Malvinder Mohan Singh has assumed status of a "Person resident outside India" for the purposes of Section 2(w) of the Foreign Exchange Management Act, 1999 (FEMA), and is now a Non Resident Indian in terms of the regulations under the FEMA. It is however clarified that the equity shares of Religare Enterprises Limited currently held by Mr. Malvinder Mohan Singh were acquired by him prior to the change in his residential status, as described above i.e when he was a "person resident in India" for the purpose of Section 2(v) of the FEMA"

116

Total shareholding

as a % of total no.

of shares

Shares pledged or otherwise

encumbered

Category of

shareholder

No. of

shareh

olders

Total No. of

shares

No. of

shares held

in de

materialized

form As a %

of

(A+B)

As a % of

(A+B+C)

Number of

shares

As a % of

Total No. of

Shares

(B) Public

Shareholding

(1) Institutions

Mutual Funds /UTI 1 226,866 226,866 0.16 0.16 0 0.00

Financial Institutions/Banks

5 1,608,486 1,608,486 1.15 1.15 0 0.00

Central Government/ State Government(s)

0 0 0 0.00 0.00 0 0.00

Venture Capital Funds 0 0 0 0.00 0.00 0 0.00

Insurance Companies 0 0 0 0.00 0.00 0 0.00

Foreign Institutional Investors

5 2,350,902 2,350,902 1.69 1.69 0 0.00

Foreign Venture Capital Investors

0 0 0 0.00 0.00 0 0.00

Any Other (specify) 0 0 0 0.00 0.00 0 0.00

Sub-Total (B) (1) 11 4,186,254 4,186,254 3.00 3.00 0 0.00

(2) Non-Institutions

Bodies Corporate 478 1,136,855 1,136,855 0.82 0.82 0 0.00

Individuals

i. Individual shareholders holding nominal share capital up to ` 0.1 million

33,680 1,879,808 1,877,067 1.35 1.35 0 0.00

ii. Individual shareholders holding nominal share capital in excess of ` 0.1 million

30 22,313,641 22,313,641 16.00 16.00 0 0.00

Any Others (specify)

i. Non Resident Indians 251 4,985,914 4,985,914 3.57 3.57 0 0.00

ii. Hindu Undivided Families

1,124 598,253 598,253 0.43 0.43 0 0.00

iii. Directors & their Relatives & Friends

9 1,741,681 1,741,681 1.25 1.25 0 0.00

iv. Trusts 8 8,210 8,210 0.01 0.01 0 0.00

v. Clearing Members 64 10,061 10,061 0.01 0.01 0 0.00

vi. Foreign Corporate Bodies

1 5,021,864 0 3.60 3.60 0 0.00

Sub-Total (B) (2) 35,645 37,696,287 32,671,682 27.03 27.03 0 0.00

Total Public

Shareholding (B) =

(B)(1)+(B)(2)

35,656 41,882,541 36,857,936 30.03 30.03 0 0.00

Total (A)+(B) 35,665 139,482,559 134,457,954 100.00 100.00 29,541,000 21.18

(C) Shares held by

Custodians and

against which

Depository Receipts

have been issued

0 0 0 0.00 0.00 0 0.00

Grand Total

(A)+(B)+(C) 35,665 139,482,559 134,457,954 100.00 100.00 29,541,000 21.18

117

Board of directors of our Promoter as on August 17, 2011:

1. Mr. Sunil Godhwani; 2. Mr. Shachindra Nath; 3. Mr. Anil Saxena; 4. Mr. Ravi Umesh Mehrotra; 5. Mr. Harpal Singh; 6. Mr. Stuart D Pearce; 7. Ms. Kathryn Matthews; 8. Mr. Padam Narain Bahl; 9. Mr. Deepak Ramchand Sabnani; 10. Mr. J. W. Balani; 11. Dr. Sunita Naidoo; 12. Captain G. P. S. Bhalla (Alternate director to Mr. Deepak Ramchand Sabnani); and 13. Mr. Rama Krishna Shetty (Alternate director to Mr. J. W. Balani).

Changes in the Board of Directors

The following changes have occurred in the Board of Directors of our Promoter in the last three years.

Name of Director Date of Appointment/ Re-

appointment

Date of cessation Reason

Mr. Baldev Singh Johal - June 21, 2008 Resignation

Dr. Sunita Naido June 26, 2008 - Appointment

Mr. Shivinder Mohan Singh - April 6, 2010 Resignation

Mr. Malvinder Mohan Singh - April 6, 2010 Resignation

Mr. Shachindra Nath April 6, 2010 - Appointment

Mr. Anil Saxena April 6, 2010 - Appointment

Mr. Stuart D Pearce July 6, 2010 - Appointment

Ms. Kathryn Matthews July 6, 2010 - Appointment

Mr. Ravi Mehrotra February 14, 2011 - Appointment

Unconsolidated Financial Performance of our Promoter for the last three financial years

(`̀̀̀ in millions)

Particulars FY 2009 FY 2010 FY 2011

Balance Sheet

SOURCES OF FUNDS

Shareholder Funds:

Share Capital 1,012.90 1,528.14 1,764.35

Share Application Money 18,001.61 1.78 0.00

118

Particulars FY 2009 FY 2010 FY 2011

Reserves and Surplus 6,207.60 24,080.72 30,148.48

Total 25,222.11 25,610.64 31,912.83

Loan Funds:

Unsecured Loans 0.00 222.15 98.43

Deferred Tax Liability (Net) 0.23 22.95 33.72

Total 25,222.34 25,855.74 32,044.98

APPLICATION OF FUNDS

Fixed Assets

Gross Block 37.30 256.65 325.35

Less: Depreciation 3.57 45.42 86.26

Net Block 33.73 211.23 239.09

Capital Work in Progress (including advances) 0.06 0.00 18.26

33.79 211.23 257.35

Investments 20,235.47 26,538.46 30,935.10

Current Assets

Sundry Debtors 9.21 81.99 207.91

Cash and Bank Balances 4,732.01 283.51 532.94

Other Current Assets 109.39 0.31 25.87

Loans & Advances 113.44 509.71 595.46

4,964.05 875.52 1,362.18

Less: Current Liabilities

Current Liabilities 35.45 1,749.29 262.08

Provisions 11.26 20.18 247.57

46.71 1769.47 509.65

Net Current Assets 4,917.34 (893.95) 852. 53

Debit Balance in Profit and Loss Account 35.74 0.00 0.00

Total 25,222.34 25,855.74 32,044.98

Profit and Loss Account

INCOME

Income from Operations 116.72 365.29 804.81

Income from Investments 8.77 650.63 398.64

Other Income 148.96 341.04 64.25

Total 274.45 1,356.96 1,267.70

EXPENDITURE

Personnel Expenses 107.33 327.78 544.03

Administrative and other Expenses 53.44 83.70 425.09

Interest and Finance Charges 210.40 219.63 151.30

119

Particulars FY 2009 FY 2010 FY 2011

Deprecation 3.13 42.66 41.20

Total 374.30 673.77 1,161.62

Net Profit Before Tax (99.85) 683.19 106.08

Provision for Taxation

Current Tax for the year 55.32 104.93 39.57

Current Tax for earlier years 0.00 0.00 4.21

Wealth Tax 0.09 0.38 0.55

Deferred Tax (Net) 1.68 22.71 10.78

Fringe Benefit Tax 2.66 0.00 0.00

Net Profit After Tax (159.60) 555.17 50.97

Balance of Profit and Loss brought down from Previous Year

94.56 (65.09) 142.53

Amount available for Appropriation (65.04) 490.08 193.50

Dividend on preference shares 0.00 48.37 0.00

Interim Dividend on equity shares 0.00 255.63 0.00

Final dividend on equity shares 0.05 0.00 0.00

Tax on Distributed profits on interim dividend 0.00 0.00 0.00

Transfer to Statutory Reserve Fund 0.00 0.00 10.19

Transfer to General Reserve 0.00 43.55 0.00

Balance of Profit/Loss carried to Balance Sheet (65.09) 142.53 183.31

(65.04) 490.08 193.50

(in `̀̀̀)

Particulars FY 2009 FY 2010 FY 2011

Earnings Per Share

Basic (2.31) 6.27 0.04

Diluted (2.31) 6.23 0.04

120

OUR SUBSIDIARY

As on the date of this Prospectus our Company has the following one subsidiary:

1. Religare Housing Development Finance Corporation Limited (“RHDFCL”):

Our Subsidiary was originally incorporated as a limited company, under the provisions of the Act, with the name Maharishi Housing Development Finance Corporation Limited, by a certificate of incorporation dated June 30, 1993 issued by the Registrar of Companies, N.C.T. of Delhi and Haryana, and commenced its operations, pursuant to a certificate of commencement of business dated September 6, 1993. Subsequently the name of our Subsidiary was changed to Religare Housing Development Finance Corporation Limited vide a fresh certificate of incorporation dated September 7, 2010 issued by the Registrar of Companies, N.C.T. of Delhi and Haryana. The registered office is situated at D3, P3B, District Centre, Saket, New Delhi, 110 017

RHDFCL became the subsidiary of our Company with effect from December 3, 2010, pursuant to the acquisition of 34,998,250 equity shares of RHDFCL, representing 87.50% of the paid-up equity share capital of RHDFCL, for an amount aggregating to ` 973.34 million from our Promoter. Our Subsidiary has not declared any dividend from the date of the aforementioned acquisition by our Company, till the date of this Prospectus.

Principal Business:

RHDFCL is engaged in the business of housing finance under licenses issued by National Housing Bank and securitisation and reconstruction of financial assets and enforcement of security interests.

Shareholding Pattern:

As on the date of this Prospectus the shareholding pattern of RHDFCL is as follows:

Sr.

No.

Name of shareholder Address No. of Equity

Shares

Face value

of Equity

Shares in (`̀̀̀)

Percentage of

Equity Share

capital (%)

1. Religare Finvest Limited D3, P3B, District Centre, Saket, New Delhi 110017

34,998,200 10 87.50

2. Maharishi Housing Development Trust

Sir Walter Raleigh House , 48/50 Esplanande , Jersey JE1, 4HH , CI , Great Britain

4,963,160 10 12.40

3. Anand Prakash Shrivastva A-214, New Friends Colony, Harsh Vihar, New Delhi – 110065

36,568 10 0.10

4. Deepak Jain C-39, Rashmi Appartements, Pitampura, Delhi – 110034

5 10 0.00

5. Sanjay Shrivastva C-4/127, Sector-31, Noida (U.P.)

3 10 0.00

6. Manoj Shrivastva B-8/56, Sector-56, Noida (U.P.)

3 10 0.00

7. Nishi Shrivastva A-214, New Friends Colony, New Delhi – 110065.

3 10 0.00

8. Aditi Shrivastva A-214, New Friends Colony, New Delhi –

2 10 0.00

121

Sr.

No.

Name of shareholder Address No. of Equity

Shares

Face value

of Equity

Shares in (`̀̀̀)

Percentage of

Equity Share

capital (%)

110065. 9. Rajeev Arora J-139, Sector-41, Noida

– 201303(U.P.) 3 10 0.00

10. Chattar Pal Sharma 1st Floor (3), BE-101, Gali No. 2, Hari Nagar (Near Subhash Nagar), New Delhi -110064

3 10 0.00

11. Shachindra Nath* C-4, Sarai Khawaja, Green Valley Sector 41-42, Faridabad

10 10 0.00

12. Anil Saxena* House No. 603, Aspire - 1, Supertech Emeral Court, Sector - 93A, Noida, 201301, Uttar Pradesh, India

10 10 0.00

13. Sunil Kumar Garg* C-90, Ramaprastha, Ghaziabad.

10 10 0.00

14. Atul Gupta* Flat No. 42, Prayag Apartment, Plot B-1, Vasundhra Enclave, Delhi-110096

10 10 0.00

15. Kavi Arora* H.No.356, Espace Nirvana Country,, Sector - 50, Gurgaon, 122003, Haryana, India

10 10 0.00

Total 39,998,000 10 100.00

*Nominee of Religare Finvest Limited

Board of Directors:

The board of directors of RHDFCL comprises of the following persons:

1. Mr. Kavi Arora - Managing Director;

2. Mr. Anil Saxena;

3. Mr. Anuj Chowdhry; and

4. Mr. Ravi Sethurathnam

122

SECTION V : FINANCIAL INFORMATION

FINANCIAL STATEMENTS

Sr.

No.

Particulars Page No.

1. Examination report on the Summary Financial Information of our Company as at and for the financial years ended March 31, 2007, 2008, 2009, 2010 and 2011 as issued by the Statuory Auditor.

A1-A3

2. Summary Financial Information of our Company as at and for the financial years ended March 31, 2007, 2008, 2009, 2010 and 2011.

F1-F91

3. Examination report on the Summary Financial Information of our Subsidiary as at and for the financial year ended March 31, 2011 as issued by the Statuory Auditor.

A4-A6

4. Summary Financial Information of our Subsidiary as at and for the financial year ended March 31, 2011.

F92-F114

A-1

Auditors’ Report

To

The Board of Directors

Religare Finvest Limited

D3, P3B, District Centre, Saket

New Delhi: 110017

Auditors’ Report in connection with the Public Offer of Non-Convertible Debentures of Religare Finvest

Limited

Dear Sirs,

1. This report is produced in accordance with the terms of our agreement dated August 17, 2011

2. The accompanying financial information of Religare Finvest Limited (hereinafter referred to as the

“Company”)(comprising Section A – Unconsolidated Financial Information and Section B- Other

Unconsolidated Financial Information) (Financial Information), which has been prepared by the

Directors of the Company in accordance with the requirements of paragraph B (1) of Part II of

Schedule II to the Companies Act, 1956 (hereinafter referred to as the “Act”) and the Securities and

Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 (hereinafter referred

to as the “Regulations”) issued by the Securities and Exchange Board of India (hereinafter referred to

as “SEBI”), as amended from time to time in pursuance of Section 11 read with Section 30 of the

Securities and Exchange Board of India Act, 1992 and initialed by us for identification purposes only .

For our examination, we have placed reliance on the audited unconsolidated financial statements of the

Company for the years ended March 31, 2011,2010,2009,2008 and 2007 on which we have expressed

unmodified opinion in our reports dated May 30 2007, June 25 2008, June 23 2009, June 1 2010 and

May 30 2011 respectively.

Directors’ responsibilities

3. The preparation of the Unconsolidated Financial Information, which is to be included in the Draft

Prospectus and Final Prospectus, is the responsibility of the Board of directors of the Company

(hereinafter referred to as ‘the Board) and has been approved by the Board in their meeting dated

August 16, 2011. Board is also responsible for identifying and ensuring that the Company complies

with the laws and regulations applicable to its activities. Board is also responsible for regrouping /

reclassifying the Financial Information to correct material regroupings / reclassifications.

Auditors’ Responsibilities

4. Our work has been carried out in accordance with Standard on Auditing (SA) 810 – Engagements to

Report On Summary Financial Statements and as per the Guidance Note on Reports in Company

Prospectuses (Revised) issued by the Institute of Chartered Accountants of India.

Our work was performed solely to assist you in meeting your responsibilities in relation to your

compliance with the Act and Regulations in connection with the proposed public offer of Non

Convertible Debentures. Our obligations in respect of this report are entirely separate from, and our

responsibility and liability is in no way changed by, any other role we may have (or may have had) as

auditors of the Company or otherwise. Nothing in this report, nor anything said or done in the course

of or in connection with the services that are the subject of this report, will extend any duty of care we

may have in our capacity as auditors of any financial statements of the Company.

A-2

A. Unconsolidated Financial Information as per audited unconsolidated financial statements:

5. We have examined the following summarized financial statements of the Company contained in

Unconsolidated Financial Information of the Company:

a) the “Statement of Assets and Liabilities” and supporting schedules(Unconsolidated) as at March

31, 2011, 2010, 2009, 2008 and 2007 (enclosed as Annexure I to the Financial Information );

b) the “Statement of Profit and Loss Account” (Unconsolidated) and supporting schedules for the

years ended March 31, 2011, 2010, 2009, 2008 and 2007 (Enclosed as Annexure II to the Financial

Information); and

c) the “Statement of Cash Flow” (Unconsolidated) for the years ended March 31, 2011, 2010, 2009,

2008 and 2007 (Enclosed as Annexure III to the Financial Information)

together referred to as “Summary Statements”

6. The Summary Statements have been derived from the audited unconsolidated financial statements of

the Company as at and for the years ended March 31, 2011, 2010, 2009, 2008 and 2007.

7. We draw your attention to the following:

a) the Summary Statements have to be read in conjunction with the significant accounting policies

and other notes given in Annexure VI;

b) the figures of earlier years have been regrouped wherever necessary, to conform to the

classification adopted for the Summary Statements as at/for the year ended March 31, 2011;

c) The Summary Statements do not contain all the disclosures required by the Accounting Standards

referred to in sub-section (3C) of section 211 of the Act. Reading the summary financial

statements, therefore, is not a substitute for reading the audited financial statements of the

Company.

8. We have not audited any financial statements of the Company as of any date or for any period

subsequent to March 31, 2011. Accordingly, we do not express opinion on the financial position,

results or cash flows of the Company as of any date or for any period subsequent to March 31, 2011.

B. Other Unconsolidated Financial Information:

9. At the Company’s request, we have also examined the following Other Unconsolidated Financial

Information relating to the Company for the years ended March 31, 2011, 2010, 2009, 2008 and 2007,

proposed to be included in the Draft Prospectus and Final Prospectus , prepared by the Company and

approved by Debenture Committee which is authorized by the Board of Directors of the Company and

annexed to this Financial Information:

i) Statement of Accounting Ratios (Enclosed as Annexure VII to the Financial Information)

ii) Capitalisation Statement (Enclosed as Annexure VIII to the Financial Information

iii) Statement of Dividends Declared (Enclosed as Annexure IX to the Financial Information)

Opinion

10. In our opinion, the unconsolidated financial information of the Company, as attached to this report as

mentioned in Section A and B above, read with the respective significant accounting policies and noted

to the Summary Statements disclosed in Annexure VI, and after making re-groupings as considered

appropriate and disclosed, have been prepared in accordance with Paragraph B (1) of Part II of

Schedule II of the Act and the Regulations.

A-3

11. This report should not be in anyway construed as a re-issuance or re-dating of any of the previous audit

reports issued by us, nor should this report be construed as a new opinion on any of the Financial

Information referred to herein.

12. We have no responsibility to update our report for events and circumstances occurring after the date of

the report for the financial position, results of operations or cash flows of the Company as of any date

or for any period subsequent to March 31, 2011.

Restriction of Use

13. This report is addressed to and is provided to enable the Board of Directors of the Company to include this

report in the Draft Prospectus and the Final Prospectus prepared in connection with the filing of an offer

document for a proposed public issue of non convertible debentures (NCD) by the Company with Bombay

Stock Exchange Limited (BSE), the SEBI and the Registrar of Companies, New Delhi. This report is not

issued in connection with the sale of securities in the United States of America. Our work and findings shall

in no way constitute advice or recommendations (and we accept no liability in relation to any advice or

recommendations) regarding any commercial decisions associated with the issue of NCD.

For Price Waterhouse

Firm Registration Number: 301112E

Chartered Accountants

Partha Ghosh

Place: New Delhi Partner

Date: 18 August 2011 Membership Number: F55913

Religare Finvest Limited

F-1

Annexure -I

Statement of Assets and Liabilities

(`̀̀̀ in million)

Particulars Schedule As at March 31,

Annexure

IV 2011 2010 2009 2008 2007

Assets A. Fixed Assets(Net block)

(including CWIP)

A 796.29 686.44 389.41 307.62 51.51

B. Investments B 1,571.59 5,358.25 881.72 2,088.38 353.54

C. Deferred Tax Asset 81.52 - 16.16 3.39 -

D. Current Assets, Loans and

Advances

Stock in Trade C 4,853.34 6,858.37 - 9.40 -

Sundry Debtors D 1,822.77 3,841.96 983.24 245.98 90.01

Cash and Bank Balances E 10,340.75 2,184.07 544.80 2,247.85 314.08

Other Current Assets F 429.54 235.70 256.38 25.09 -

Loans and Advances G 90,570.72 41,420.24 18,708.86 16,283.14 5,684.06

Total 108,017.12 54,540.34 20,493.28 18,811.46 6,088.15

E. Total Assets (A+B+C+D) 110,466.52 60,585.03 21,780.57 21,210.85 6,493.20

Liabilities

F. Secured and Unsecured Loans

Secured Loans H 52,256.61 9,977.09 395.03 1,091.25 1,889.69

Unsecured Loans I 37,852.07 32,834.13 7,061.27 15,862.50 2,614.40

Total 90,108.68 42,811.22 7,456.30 16,953.75 4,504.09

G. Current Liabilities and Provisions

Current Liabilities J 3,640.73 2,886.00 783.54 622.24 259.48

Provisions K 615.77 225.20 113.84 101.36 38.04

Total 4,256.50 3,111.20 897.38 723.60 297.52

H. Deferred Tax Liability - 5.86 - - 6.46

I. Total Liabilities (F+G+H) 94,365.18 45,928.28 8,353.68 17,677.35 4,808.07

J. Net Worth (E-I) 16,101.34 14,656.75 13,426.89 3,533.50 1,685.13

Net Worth Represented by

K. Share Capital

Equity Share Capital L 1,733.22 1,703.22 1,199.07 1,199.07 875.00

Share Application Money - - 9,433.00 - -

L. Reserves and Surplus M 14,368.12 12,953.53 2,794.82 2,334.43 810.13

Net Worth (K+L) 16,101.34 14,656.75 13,426.89 3,533.50 1,685.13

Religare Finvest Limited

F-2

Statement of Profit and Loss Account

Annexure -II

(`̀̀̀ in million)

Particulars Schedule For the year ended March 31,

Annexure

V 2011 2010 2009 2008 2007

A. Income

Income from Operations N 10,736.17 4,620.18 3,196.16 2,420.94 953.27

Other Income O 895.33 741.47 350.64 172.66 19.98

Total Income 11,631.50 5,361.65 3,546.80 2,593.60 973.25

B. Expenditure

Interest and Finance Charges P 6,456.83 1,770.48 1,622.54 1,487.31 505.91

Personnel Expenses Q 1,063.84 693.89 446.44 186.15 76.94

Administrative & Other Expenses R 2,248.57 1,435.29 772.09 363.49 95.77

Depreciation 99.89 43.13 19.50 10.79 6.82

Total Expenditure 9,869.13 3,942.79 2,860.57 2,047.74 685.44

C. Net Profit Before Tax (A-B) 1,762.37 1,418.86 686.23 545.86 287.81

D. Provision for Tax

- Current Tax (including Wealth Tax) 665.16 368.62 234.72 195.18 95.37

- Taxes for earlier years 36.84 - - 1.61 -

- Deferred Tax (Net) (87.38) 22.02 (12.77) (9.85) 2.18

- Fringe Benefit Tax - - 3.89 1.91 0.83

Total 614.62 390.64 225.84 188.85 98.38

E. Net Profit After Tax (C-D) 1,147.75 1,028.22 460.39 357.01 189.43

Add: Balance brought forward 813.45 542.05 219.78 98.87 27.46

F. Balance Available for

Appropriation

1,961.20 1,570.27 680.17 455.88 216.89

G. Appropriations:

Dividend on Preference Shares - - - - 10.48

Interim Dividend on Equity Shares 259.98 383.23 - 62.09 43.18

Final Dividend on Equity Shares (Proposed)

- - - 48.17 -

Tax on Distributed Profits 43.18 65.13 - 18.74 7.53

Transfer to Statutory Reserve u/s 451C of RBI Act, 1934

229.55 205.64 92.08 71.40 37.89

Transfer to General Reserve 57.39 102.82 46.04 35.70 18.94

Total 590.10 756.82 138.12 236.10 118.02

H. Balance carried to Balance Sheet

(F-G)

1,371.10 813.45 542.05 219.78 98.87

Religare Finvest Limited

F-3

Annexure-III

Statement of Cash Flow (`̀̀̀ in million)

Particulars For the year ended March 31,

2011 2010 2009 2008 2007

A. Cash Flow From Operating Activities:

Net Profit Before Tax 1,762.37 1,418.86 686.23 545.86 287.81

Adjustments for:

Depreciation 99.89 43.13 19.50 10.79 6.82

Interest Expense 2,912.29 908.58 1,306.67 1,420.45 482.34

Interest Income* (298.08) (103.09) (121.20) (59.92) -

Income from Investments - Dividends (5.60) (10.10) (27.72) (4.90) (3.51)

Provision for Diminution in the value of long term Investments

27.77 2.00 - - -

Discount on issue of Commercial Paper 3,367.29 752.58 254.47 4.16 -

(Profit)/Loss on Fixed Assets sold (Net) 19.58 (0.01) - 1.72 (0.08)

(Profit)/Loss on sale of Investments (204.85) (498.19) (77.44) (59.97) (12.33)

Loans Written Off 183.45 474.02 232.81 75.57 -

Provision for Bad and Doubtful Loans and Advances

372.60 93.32 65.09 33.42 2.35

Provision for Gratuity & Leave Encashment (11.54) 16.03 8.77 4.40 1.43

TDS on operating income (Including STT) (489.10) (311.48) (255.87) (193.47) -

Operating profit before working capital changes 7,736.07 2,785.65 2,091.31 1,778.11 764.83

Adjustments for changes in working capital :

- (Increase)/Decrease in Sundry Debtors 2,020.94 (2,858.72) (739.15) (156.31) (87.39)

- (Increase)/Decrease in Stock in Trade 2,005.03 (6,858.37) 9.40 (9.41) -

- (Increase)/Decrease in Other Receivables (49,396.51) (23,119.69) (2,837.82) (10,708.31) (1,664.08)

- Increase/(Decrease) in Trade and Other Payables 1,192.19 601.06 189.72 71.12 184.15

Cash generated from / (used in) operations (36,442.28) (29,450.07) (1,286.54) (9,024.80) (802.49)

- Taxes (Paid) / Refund(Net of TDS) (150.32) (122.84) (13.37) 5.16 (78.37)

Net Cash generated from / (used in) Operating

Activities (A)

(36,592.60) (29,572.91) (1,299.91) (9,019.64) (880.86)

B. Cash Flow From Investing Activities:

Purchase of fixed assets (440.66) (312.78) (56.12) (253.89) (24.75)

Proceeds from sale of fixed assets 270.07 5.09 0.06 16.16 1.47

Capital Work in Progress (122.03) 18.56 (30.14) (31.32) (0.14)

Proceeds from Sale of Investments 252,647.87 471,024.23 76,449.34 122,886.05 15,603.57

Purchase of investments (248,656.36) (475,002.58) (75,165.24) (124,560.93) (15,944.77)

Interest Received (Revenue) 104.24 115.38 96.91 56.47 -

Dividend Received 5.60 18.50 19.32 4.90 3.51

Net Cash generated from / (used in) Investing

Activities (B)

3,808.73 (4,133.60) 1,314.13 (1,882.56) (361.11)

C. Cash Flow From Financing Activities:

Proceeds from fresh issue of Equity Share Capital (Including securities Premium)

- 650.00 9,433.00 1,620.36 1,250.00

Redemption of Preference Share Capital - - - - (250.00)

Proceeds from Short term borrowings (334.81) 1,293.14 (682.01) (100.88) 205.69

Proceeds from Long term borrowings 34,531.61 9,975.00 - - -

Proceeds from Inter Corporate Loans (Net) 2,904.64 (2,248.40) 1,597.00 653.10 (968.09)

Proceeds from Commercial Papers / Debenture (Net)

(667.25) 27,255.48 (10,654.76) 12,590.84 900.00

Religare Finvest Limited

F-4

Statement of Cash Flow (`̀̀̀ in million)

Particulars For the year ended March 31,

2011 2010 2009 2008 2007

Proceeds from Cash Credits / Working Capital Loans (Net)

7,747.90 (392.93) 395.03 (900.00) 750.00

Interest Paid (2,981.56) (738.16) (1,749.17) (931.23) (508.82)

Dividend Paid (259.98) (383.22) (48.17) (82.77) (33.14)

Dividend Tax Paid - (65.13) (8.19) (13.45) (4.65)

Net Cash generated from / (used in) Financing

Activities ( C )

40,940.55 35,345.78 (1,717.27) 12,835.97 1,340.99

Net Increase/(Decrease) in Cash & Cash

Equivalents (A+B+C)

8,156.68 1,639.27 (1,703.05) 1,933.77 99.02

Add: Cash and Cash Equivalents at the beginning

of the Year

2,184.07 544.80 2,247.85 314.08 215.06

Cash and Cash Equivalents at the end of the Year 10,340.75 2,184.07 544.80 2,247.85 314.08

Cash and Cash Equivalents at the year-end

Comprises of

Cash in hand / cheques in hand 1.60 0.48 0.26 0.26 306.69

Fixed Deposits with Scheduled Banks 2,458.81 2,063.63 499.89 610.84 0.09

Balance with Scheduled Banks 7,880.34 119.96 44.65 1,636.75 7.30

10,340.75 2,184.07 544.80 2,247.85 314.08

* Interest income does not include interest from lending operations.

Figures in brackets indicate cash outgo.

Religare Finvest Limited

F-5

Annexure-IV

Schedules to the Statement of Assets and Liabilities

(`̀̀̀ in million)

As at March 31, Schedule 'A' : Fixed Assets (Net block) (including

CWIP) 2011 2010 2009 2008 2007

Tangible Assets (A)

Land 54.65 54.65 54.65 54.65 0.23

Buildings 167.37 170.25 173.13 176.01 -

Lease Hold Improvements 32.66 32.23 0.47 0.75 0.07

Office Equipments 35.73 39.96 4.25 3.24 3.46

Data Processing Machines 149.85 176.10 68.22 30.45 26.64

Furniture & Fixtures 34.02 31.16 0.29 0.27 0.05

Vehicles 52.55 33.41 12.61 2.45 0.68

Total (A) 526.83 537.76 313.62 267.82 31.13

Intangible Assets (B) 42.39 44.33 10.78 5.31 4.74

Leased Assets (Vehicles) ( C) 61.37 60.70 2.78 2.41 14.88

Total Fixed Assets (Net Block) (A+B+C) 630.59 642.79 327.18 275.54 50.75

Capital Work-in-Progress (including capital advances) (D)

165.70 43.65 62.23 32.08 0.76

Total (A+B+C+D) 796.29 686.44 389.41 307.62 51.51

Religare Finvest Limited

F-6

Schedules to the Statement of Assets and Liabilities

Annexure-IV

(`̀̀̀ in million)

Schedule 'B' : Investments As at March 31,

S.No. Particualrs 2011 2010 2009 2008 2007

Investments (at cost)

Long Term - Other than trade

Quoted (A)

Equity Shares

1 Karnataka Bank Limited 300.72 215.72 215.72 215.72 353.54

2 Hindalco Industries Limited - - 503.50 - -

Sub-Total (A) 300.72 215.72 719.22 215.72 353.54

Unquoted (B)

Investment In Equity Shares

Subsidiaries

1

Religare Housing Development Finance Corporation Limited

973.34 - - - -

Others

1 Equifax Credit Information Services (P) Limited 75.00 50.00 - - -

2 Estee Advisors (P) Limited - 100.00 - - -

Investment in Art Fund & Media Fund

1 Religare Art Fund 22.50 22.50 22.50 22.50 -

2 Vistaar Media Fund 200.00 200.00 140.00 -

Gold Coins 0.03 0.03 - - -

Sub-Total (B) 1,270.87 372.53 162.50 22.50 -

Current Investments - At Cost ( C)

Investment in Mutual Funds (Unquoted)

Religare Mutual Fund - 4,770.00 - - -

(Liquid Fund Sip Growth Option)

Birla Cash Plus - - - 850.16 -

(Daily Dividend Reinvestment)

Lotus India Liquid fund - - - 1,000.00 -

(Super Institutional Growth)

Sub-Total (C) - 4,770.00 - 1,850.16 -

Total (A+B+C) 1,571.59 5,358.25 881.72 2,088.38 353.54

Religare Finvest Limited

F-7

Schedules to the Statement of Assets and Liabilities Annexure-IV

(`̀̀̀ in million)

As at March 31, Schedule 'C' : Stock In Trade

2011 2010 2009 2008 2007

Closing Stock of Commodities 11.61 - - 9.40 -

Closing Stock of Shares and other Securities 4,841.73 6,858.37 - - -

Total 4,853.34 6,858.37 - 9.40 -

(`̀̀̀ in million)

As at March 31, Schedule 'D' : Sundry Debtors

2011 2010 2009 2008 2007

Debtors outstanding for a period exceeding six months

- considered good 12.51 9.46 13.68 2.04 -

- considered doubtful 0.48 2.23 2.23 0.34 -

12.99 11.69 15.91 2.38 -

Other Debts

- considered good 1,810.26 3,832.50 969.56 243.94 90.01

- considered doubtful - - - - -

1,810.26 3,832.50 969.56 243.94 90.01

Less: Provision for Doubtful debts 0.48 2.23 2.23 0.34 -

Total 1,822.77 3,841.96 983.24 245.98 90.01

(`̀̀̀ in million)

As at March 31, Schedule 'E' : Cash and Bank Balances

2011 2010 2009 2008 2007

Cash in Hand 0.18 0.48 0.26 0.26 0.12

Stamp Papers/Cheques in Hand 1.42 - - - 306.57

Balances with Scheduled Banks in:

- Current Accounts 7,880.34 119.96 44.65 1,636.75 7.30

- Fixed Deposits 2,458.81 2,063.63 499.89 610.84 0.09

Total 10,340.75 2,184.07 544.80 2,247.85 314.08

(`̀̀̀ in million)

As at March 31, Schedule 'F' : Other Current Assets

2011 2010 2009 2008 2007

Dividend Receivable - - 8.40 - -

Interest accrued 230.94 37.09 49.38 25.09 -

Assets acquired in satisfaction of debts 198.60 198.61 198.60 - -

Total 429.54 235.70 256.38 25.09 -

Religare Finvest Limited

F-8

Schedules to the Statement of Assets and Liabilities Annexure-IV

(`̀̀̀ in million)

As at March 31, Schedule 'G' : Loans And Advances

2011 2010 2009 2008 2007

Secured Loans Standard Assets 72,858.50 23,403.07 6,303.85 9,172.89 4,234.81

Sub - Standard Assets 20.68 49.67 94.44 3.22 4.58

Doubtful Asset 0.07 - - - -

Loss Assets 58.83 90.35 80.21 1.55 -

72,938.08 23,543.09 6,478.50 9,177.66 4,239.39

Unsecured Loans

Standard Assets 16,724.56 17,308.12 10,599.79 6,178.97 1,415.89

Substandard Assets - 4.70 35.26 - 5.34

Doubtful Asset 6.63 - - - -

Loss Assets - - - 33.56 1.36

16,731.19 17,312.82 10,635.05 6,212.53 1,422.59

Total Loans 89,669.27 40,855.91 17,113.55 15,390.19 5,661.98

Advances recoverable in cash or in kind or for value to be received

136.06 45.87 51.02 33.18 2.38

Prepaid Expenses 204.39 107.97 24.91 31.58 11.78

Religare Employee Sar Trust - 6.96 11.95 27.69 -

Security Deposits 243.77 217.34 195.98 31.76 0.73

Margin - Equity derivative instruments - - 1,248.70 750.90 -

Balance with Service Tax Authorities 294.79 101.17 43.43 17.84 7.19

Advance Payment of Taxes and Tax deducted at source (Net of provision for Taxation)

22.44 85.02 19.32 - -

Total 90,570.72 41,420.24 18,708.86 16,283.14 5,684.06

Religare Finvest Limited

F-9

Schedules to the Statement of Assets and Liabilities Annexure-IV

(`̀̀̀ in million)

As at March 31, Schedule 'H' : Secured Loans

2011 2010 2009 2008 2007

Short Term

- Working Capital Loan and Overdrafts from Banks *

7,750.00 2.09 395.03 - 900.00 - Short Term Loans from Corporates/Financial Institutions @

- - - 1,075.00 975.00 - Interest Accrued and due - - - 16.25 14.69

7,750.00 2.09 395.03 1,091.25 1,889.69

Long Term - Redeemable Non Convertible Debentures # 9,813.00 4,500.00 - - - - Term Loans from Banks ^

34,693.61 5,475.00 - - -

Total 52,256.61 9,977.09 395.03 1,091.25 1,889.69

Security details

For Financial Year 2010-11

* Secured against hypothecation of receivables and shares.

# Secured by pari passu mortgage over the Company's immovable property and first and exclusive charge over account recievables.

^ Secured against book debts.

For Financial Year 2009-10

* Secured against hypothecation of recievables and FDRs.

# Secured by pari passu mortgage over the Company's immovable property and first and exclusive charge over account recievables.

^ Secured against non-capital market loan receivables.

For Financial Year 2008-09

* Secured against hypothecation of recievables and FDRs.

For Financial Year 2007-08 @ Secured against pledge of securities from third parties.

For Financial Year 2006-07

* Secured against hypothecation of recievables. @ Secured against pledge of securities from third parties.

Religare Finvest Limited

F-10

Schedules to the Statement of Assets and Liabilities

Annexure-IV

(`̀̀̀ in million)

As at March 31, Schedule 'I' : Unsecured Loans

2011 2010 2009 2008 2007

Compulsorily Convertible Debentures - 600.00 1,000.00 - -

Redeemable Non-Convertible Debentures 800.00 5,570.00 1,750.00 14,000.00 2,400.00

Commercial Papers 33,902.81 26,432.77 1,844.71 995.00 -

Inter Corporate Loans 3,120.74 216.10 2,464.50 867.50 214.40

Interest accrued and due on Unsecured Loans 28.52 15.26 2.06 - -

Total 37,852.07 32,834.13 7,061.27 15,862.50 2,614.40

(`̀̀̀ in million)

As at March 31, Schedule 'J' : Current Liabilities

2011 2010 2009 2008 2007

Sundry Creditors: -Trade Creditors 144.05 141.33 182.34 1.68 1.33

-Creditors for Expenses 741.42 181.20 63.20 60.86 24.69

-Creditors for Capital Goods 4.86 68.17 17.14 2.04 2.48

-Advances from Clients / Customers 47.76 13.97 5.87 14.22 2.16

Book Overdraft 1,351.33 1,686.14 393.00 - 200.88

Margin payable to Exchanges - - - 0.13 -

Other Liabilities 1,156.67 561.22 45.24 30.06 7.64

Interest accrued but not due 151.46 233.97 76.75 505.06 17.40

Tax on Distributed Profits 43.18 - - 8.19 2.90

Total 3,640.73 2,886.00 783.54 622.24 259.48

(`̀̀̀ in million)

As at March 31, Schedule 'K' : Provisions

2011 2010 2009 2008 2007

Taxation (Net of Advance Tax and Tax deducted at source)

- - - 11.32 12.96

Non-Performing Assets 68.50 95.79 93.18 35.44 2.36

General Provision on Standard Assets 268.39 90.72 - - -

Contingent Provisions against Standard Assets 223.96 - - - -

Diminution in the value of Non -banking financial assets

5.46 5.46 5.46 - -

Diminution in the value of long term Investments 29.77 2.00 - - - Gratuity 0.01 15.08 6.22 2.11 0.91

Leave Encashment 19.68 16.15 8.98 4.32 1.13

Final Dividend on Equity Shares (Proposed) - - - 48.17 -

Interim Dividend on Equity shares - - - - 20.68

Total 615.77 225.20 113.84 101.36 38.04

Religare Finvest Limited

F-11

Annexure-IV

Schedules to the Statement of Assets and Liabilities

(`̀̀̀ in million)

As at March 31, Schedule 'L' : Share Capital

2011 2010 2009 2008 2007

Authorised Equity Shares of Rs.10/- each 2,500.00 2,500.00 2,500.00 1,500.00 900.00

2,500.00 2,500.00 2,500.00 1,500.00 900.00

Issued, Subscribed and Paid Up Equity Shares of Rs.10/- each 1,733.22 1,703.22 1,199.07 1,199.07 875.00

Total 1,733.22 1,703.22 1,199.07 1,199.07 875.00

(`̀̀̀ in million)

As at March 31, Schedule 'M' : Reserves and Surplus

2011 2010 2009 2008 2007

Securities Premium Account

Opening Balance 11,500.14 1,921.29 1,921.29 625.00 -

Addition during the year 570.00 9,578.85 - 1,296.29 625.00

12,070.14 11,500.14 1,921.29 1,921.29 625.00

General Reserve

Opening Balance 213.31 110.49 64.45 28.75 9.81

Transfer from Profit and Loss Account 57.39 102.82 46.04 35.70 18.94

270.70 213.31 110.49 64.45 28.75

Statutory Reserve Fund*

Opening Balance 426.63 220.99 128.91 57.51 19.62

Transfer from Profit and Loss Account 229.55 205.64 92.08 71.40 37.89

656.18 426.63 220.99 128.91 57.51

*Created u/s 45-IC of the Reserve Bank of India Act,1934.

Balance in Profit and Loss account 1,371.10 813.45 542.05 219.78 98.87

Total 14,368.12 12,953.53 2,794.82 2,334.43 810.13

Religare Finvest Limited

F-12

Annexure - V

Schedules to the Statement of Profit and Loss Account

(`̀̀̀ in million)

For the year ended March 31, Schedule 'N' : Income from Operations

2011 2010 2009 2008 2007

Interest Income from Financing activity 9,186.90 4,026.20 2,828.05 2,118.72 764.06

Income from Corporate Advisory Services 1.63 1.41 64.90 64.32 140.08

Income from Processing/Foreclosure charges 497.49 211.80 61.42 36.50 6.29

Income from Arbitrage and Trading in Securities and Derivatives

989.98 291.38 198.30 109.76 0.49

Brokerage Income from Mutual Funds Distribution 60.17 89.39 43.49 91.64 42.35

Total 10,736.17 4,620.18 3,196.16 2,420.94 953.27

(`̀̀̀ in million)

For the year ended March 31, Schedule 'O' : Other Income

2011 2010 2009 2008 2007

Income from Long term Investments - Profit on Sale/Redemption of Investments - 244.34 - 0.26 -

- Dividend Income 5.60 10.10 27.72 4.90 3.51

Income from Current Investments

- Profit on Sale/Redemption of Mutual Funds / Other Current Investments

204.85 250.20 77.44 59.71 12.33

Interest from Fixed Deposits 298.09 103.08 121.19 59.92 -

Income from Marketing Support Services 83.62 18.68 - - -

Income from Assignment of Debts 55.25 1.29 - - -

Excess provision of NPAs written back 27.28 - - - -

Loans written off recovered 77.51 45.47 33.58 - -

Income from Referral Fees 0.93 19.54 34.93 - -

Miscellaneous Income 142.20 48.77 55.78 47.87 4.14

Total 895.33 741.47 350.64 172.66 19.98

(`̀̀̀ in million)

For the year ended March 31, Schedule 'P': Interest and Finance Charges

2011 2010 2009 2008 2007

Interest on: - Fixed Term Loans 1,822.86 98.91 131.31 207.31 121.55

- Debentures 861.26 773.83 1,003.77 1,135.99 282.03

- Inter-Corporate Loans 228.18 35.84 171.59 77.15 70.28

Loan Processing Charges 55.99 36.70 18.57 9.33 8.48

Premium on acquisition of loan portfolio 38.87 - - - -

Commercial Paper expenses 3,390.59 764.16 256.11 4.89 -

Commission 59.08 61.04 41.19 52.64 23.57

Total 6,456.83 1,770.48 1,622.54 1,487.31 505.91

Religare Finvest Limited

F-13

Schedules to the Statement of Profit and Loss Account

Annexure – V

(`̀̀̀ in million)

For the year ended March 31, Schedule 'Q': Personnel Expenses

2011 2010 2009 2008 2007

Salaries, Allowances and Bonus 952.66 612.21 385.12 161.55 67.51

Contribution to Employers’ Provident and other funds 51.23 29.69 24.44 9.21 3.99

Gratuity and Leave Encashment 24.45 26.92 17.08 5.60 2.27

Staff Welfare Expenses 25.24 16.22 11.63 6.35 0.46

Training and Recruitment Expenses 10.26 8.85 8.17 3.44 2.71

Total 1,063.84 693.89 446.44 186.15 76.94

(`̀̀̀ in million)

For the year ended March 31, Schedule 'R': Administrative and Other Expenses

2011 2010 2009 2008 2007

Rent 344.57 196.03 142.14 34.26 12.57

Communication Expenses 34.56 31.60 26.79 8.04 1.43

Printing & Stationary 11.74 7.64 7.63 8.02 1.54

Postage & Courier 6.56 3.94 2.27 0.97 0.15

Electricity and water expenses 17.80 10.73 18.97 1.15 2.13

Repairs & Maintenance 36.57 28.27 20.20 2.02 1.74

Legal & Professional 154.49 127.89 75.30 24.11 10.70

Support Service Expenses 524.91 218.89 27.91 - -

Filing Fees 0.28 0.23 5.28 3.92 2.28

Rating & Surveillance Expenses 17.64 11.79 3.24 28.28 7.66

Office Expenses 12.94 7.95 10.96 5.44 2.45

Insurance 2.21 1.52 0.30 0.35 2.01

Business Promotion 95.41 23.78 11.83 21.58 21.54

Travelling and Conveyance Expenses 35.95 30.02 16.28 15.77 6.67

Depository Charges 1.65 0.79 0.12 0.34 0.46

Bank Charges 3.45 2.12 1.47 0.59 2.48

Commission and Brokerage Charges (Others) 294.92 145.06 65.43 94.21 15.64

Auditors' Remuneration 5.13 1.76 1.29 1.69 0.40

Rates & Taxes 0.42 3.51 1.57 - -

Loans written off 183.45 474.02 232.81 75.57 0.08

Provision for Non Performing Assets and Doubtful debts

- 2.61 93.19 33.42 2.36

General Provision on Standard assets 177.67 90.72 - - -

Contingent Provisions against Standard Assets 223.96 - - - -

Provision for diminution in the value of Long term Investments

27.78 2.00 - - -

Provision for diminution in the value of Non -banking financial assets

- - 5.46 - -

Loss on sale of Fixed Assets (net) 19.94 1.27 - 1.72 0.04

Miscellaneous Expenses 14.57 11.15 1.65 2.04 1.44

Total 2,248.57 1,435.29 772.09 363.49 95.77

Religare Finvest Limited

F-14

SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO ACCOUNTS Annexure VI

SIGNIFICANT ACCOUNTING POLICIES

a) BASIS OF ACCOUNTING

For Financial Years 2009-10 and 2010-11 The Financial statements are prepared under the historical cost convention and on accrual basis of accounting and in accordance with Generally Accepted Accounting Principles in India and comply in material aspect with the measurement and recognition principals of Accounting Standards referred in Section 211 (3C) of the Companies Act, 1956 of India (“the Act”) read with Companies (Accounting Standard) Rules 2006 to the extent applicable, the Reserve Bank of India Act, 1934 and Non-Banking Financial Companies Auditor’s Report (Reserve Bank) Directions, 2008.

For Financial Years 2006-07, 2007-08 and 2008-09

The Financial Statements are prepared under historical cost convention to comply in all material aspects with all applicable accounting principles in India, applicable Accounting Standards notified under section 211(3C) of the Companies Act, 1956 of India and the relevant provisions of the Companies Act, 1956.

b) USE OF ESTIMATES

The presentation of Financial Statements requires estimates and assumptions to be made that affect the reported amount of assets and liabilities on the date of financial statements and the reported amount of revenue and expenses during the reporting period. Difference between the actual results and estimates are recognized in the period in which results are known / materialized.

c) REVENUE RECOGNITION

For Financial Year 2006-07, 2007-08, 2008-09, 2009-10 and 2010-11 i. Interest income from financing activities is recognized on an accrual basis except in the case of non-performing assets,

where it is recognised on realisation, as per the Prudential Norms of the RBI.Financial advisory fees are accrued based on stage of completion of assignments in accordance with terms of the relevant agreement.

ii. Dividend from investments is accounted for when the right to receive dividend is established. iii. Brokerage from Mutual fund distribution activity is recognized on accrual basis. iv. Revenue excludes service tax.

Additions to the policy applicable for financial year 2007-08, 2008-09, 2009-10 and 2010-11 v. Income from derivative transactions is recognized on accrual basis. vi. Income from security transactions is recognized on accrual basis. vii. Income from Arbitrage and trading in securities and derivatives comprises Profit / loss on sale of securities/ commodities

held as stock -in -trade and Profit/ loss on equity / commodity derivative instruments. Profit /loss on sale of securities/ commodities are determined based on weighted average cost of securities/ commodities sold. Profit/ loss on equity / commodity derivative transactions is accounted for based on the ‘Guidance Note on Accounting for Equity Index and Equity Stock Futures and Options’ issued by the Institute of Chartered Accountants of India which is more fully explained below:-

Equity Index / Stock and Commodity– derivatives

a) “Initial margin” representing initial margin paid, and “Margin Deposits,” representing additional margin over and above initial margin, for entering into contracts for equity index / stock and commodity futures, which are released on final settlement / squaring-up of underlying contracts, are disclosed as under Current Assets, loans and advances.

b) Equity index / stock and Commodity futures are marked – to – market on a daily basis. Debit or credit balance disclosed under loans and advances or current liabilities, respectively, in the “Mark – to – Market Margin – Equity Index / Stock and Commodity Futures Account” , represents the net amount paid or received on the basis of movement in the prices of index / stock and Commodity futures till the balance sheet date.

c) As on the balance sheet date, profit / loss on open positions in index / stock and commodity futures are accounted for as follows:

• Credit balance in the “Mark – to – Market Margin – Equity Index / Stock and Commodity Futures Account”, being anticipated profit, is ignored and no credit for the same is taken in the profit and loss account.

• Debit balance in the “Mark – to – Market Margin – Equity Index / Stock and Commodity Futures Account”, being anticipated loss is adjusted in the profit and loss account.

Religare Finvest Limited

F-15

d) On final settlement or squaring-up of contracts for equity index / stock and commodity futures, the profit or loss is calculated as the difference between settlement / squaring-up price and contract price. Accordingly, debit or credit balance pertaining to the settled / squared-up contract in “Mark – to – Market Margin – Equity Index / Stock and Commodity Futures Account” is recognized in the profit and loss account. When more than one contract in respect of the relevant series of equity index futures contract to which the squared-up contract pertains is outstanding at the time of the squaring-up of the contract, the contract price of the contract so squared-up is determined using weighted average method for calculating profit / loss on squaring-up.

Additions to the policy applicable for financial year 2009-10 and 2010-11 viii. Processing Fees is recognized upon receipt of the fees.

d) FIXED ASSETS

For Financial Years 2006-07, 2007-08 and 2008-09

Fixed assets are stated at cost inclusive of incidental expenses, less accumulated depreciation.

For Financial Years 2009-10 and 2010-11

Fixed assets are stated at cost less accumulated depreciation. Cost for this purpose includes purchase price, nonrefundable taxes or levies and other directly attributable costs of bringing the asset to its working condition for its intended use.

e) INTANGIBLE ASSETS

Intangible Assets are recognized only if it is probable that the future economic benefits that are attributable to assets will flow to the enterprise and the cost of the assets can be measured reliably. The intangible assets are recorded at cost and are carried at cost less accumulated depreciation and accumulated impairment losses, if any. Computer software which is not an integral part of the related hardware is classified as an intangible asset and is being amortized over the estimated useful life.

f) LEASED ASSETS i. Assets acquired under leases where a significant portion of the risks and rewards of the ownership are retained by

the lessor are classified as operating leases. The rentals of the leased assets under operating lease are treated as revenue expenditure.

ii. Assets subject to operating leases are included in fixed assets. Lease income is recognized in the Profit and Loss Account on straight – line basis over the lease term. Operating Costs of the lease asset, including depreciation, are recognized as an expense in the Profit and Loss Account. Initial direct costs such as legal costs, brokerage costs, etc. are charged to Profit and Loss Account as incurred.

g) DEPRECIATION

For Financial Year 2006-07 i. Immovable assets at the leased premises including civil works, electrical items are capitalized as Leasehold assets and

are accordingly being amortized over the primary period of lease subject to maximum of 6 years ii. Depreciation on fixed assets is provided on straight line method as per the rates prescribed under Schedule XIV of the

Companies Act, 1956 of India. iii. Depreciation on additions/ deletions to fixed assets is provided on pro-rata basis from the date the asset is put to use/

discarded. Assets costing less than Rs.5,000 are fully depreciated in the year of acquisition. For Financial Years 2007-08, 2008-09, 2009-10 and 2010-11 Depreciation is provided on Straight Line Method, pro-rata to the period of use, at the rates specified in Schedule XIV of the Act or the rates based on useful lives of the assets as estimated by the management, whichever are higher. The annual depreciation rates are as under:

Assets Description Depreciation Rate (%)

Data Processing Machines 16.21%

Office Equipments Between 10% to 20%

Furniture and Fixtures 6.33%

Vehicles 9.50%

Buildings 1.63%

Intangible Assets- Software 16.21%

Religare Finvest Limited

F-16

Leasehold Improvements are amortised over the period of the lease subject to maximum of 6 years. Assets costing up to Rs.5,000 are fully depreciated in the year of acquisition.

h) INVESTMENTS

For Financial Year 2006-07

Investments are classified into long term investments and current investments. Investments which are intended to be held for one year or more are classified as long term investments and investments which are intended to be held for less than one year are classified as current investments. Long term investments are accounted at cost and any decline in the carrying value other than temporary in nature is provided for. Current investments are valued at cost or market / fair value, whichever is lower.

For Financial Years 2007-08, 2008-09, 2009-10 and 2010-11

Investments are classified into long term investments and current investments. Investments which are intended to be held for one year or more are classified as long term investments and investments which are intended to be held for less than one year are classified as current investments. Long term investments are accounted at cost and any decline in the carrying value other than temporary in nature is provided for. Current investments are valued at cost or market / fair value, whichever is lower. In case of investment in Mutual Funds, the net asset value of units declared by the Mutual Funds is considered as the fair value.

i) FOREIGN CURRENCY TRANSACTIONS i) Transactions in foreign currencies are recorded at the rate of exchange in force at the time of occurrence of the

transactions. ii) Exchange differences arising on settlement of revenue transactions are recognized in the Profit and Loss Account. iii) Monetary items denominated in foreign currencies are restated using the exchange rates prevailing at the date of Balance

Sheet and the resulting net exchange difference is recognized in the Profit and Loss account. j) EMPLOYEE BENEFITS

For Financial Year 2006-07

(i) Provision for Gratuity and Leave Encashment liability to the employees is made on the basis of actuarial valuation.

(ii) Company’s contribution to Provident Fund is charged to profit and loss account.

For Financial Years 2007-08, 2008-09 and 2009-10

(i) Provident Fund is a defined contribution scheme and the contributions as required by the statute are charged to the Profit and Loss Account as incurred.

(ii) Gratuity Liability is a defined obligation and is wholly unfunded. The Company accounts for liability for future gratuity benefits based on an actuarial valuation as at the Balance Sheet date.

(iii) The employees of the company are entitled to compensated absences and leave encashment as per the policy of the company, the liability in respect of which is provided, based on an actuarial valuation as at the Balance Sheet Date.

(iv) Actuarial gains and losses comprise experience adjustments and the effects of changes in actuarial assumptions and are recognized immediately in the Profit and Loss Account as income or expense.

(v) The undiscounted amount of short - term employee benefits expected to be paid in exchange for services rendered by an employee is recognized during the period when the employee renders the service.

(vi) Stock Appreciated Rights (SAR’s) given as a part of employee retention strategy of the company. The eligible employees are entitled to receive an incentive based on the price of the shares of the Religare Enterprises Limited, the holding company. The amount of such incentive proportionate to the vesting period as at the balance sheet date is recognized as an expenses based on the fair value of shares as at the balance sheet date or the cost of acquisition of such shares where the same have been acquired by an employee Trust formed for the purpose.

For Financial Year 2010-11

(i) Provident Fund is a defined contribution scheme and the contributions as required by the statute are charged to the Profit and Loss Account as incurred.

(ii) The Company has an obligation towards gratuity, a defined benefit retirement plan covering eligible employees. The plan provides for a lump sum payment to vested employees at retirement, death while in employment or on termination of employment. Vesting occurs upon completion of five years of service. The Company makes annual contributions to gratuity fund (“Religare Finvest Limited Group Gratuity Scheme”) established as trust. The Company accounts for the liability for gratuity benefits payable in future based on an independent actuarial valuation conducted by an independent actuary using the Projected Unit Credit Method as at the Balance Sheet date.

Religare Finvest Limited

F-17

(iii) The employees of the company are entitled to compensated absences and leave encashment as per the policy of the company, the liability in respect of which is provided based on an actuarial valuation as at the end of the year.

(iv) Actuarial gains and losses comprise experience adjustments and the effects of changes in actuarial assumptions and are recognized immediately in the Profit and Loss Account as income or expense.

(v) The undiscounted amount of short - term employee benefits expected to be paid in exchange for services rendered by an employee is recognized during the period when the employee renders the service.

(vi) Stock Appreciation Rights (SAR’s) given as a part of employee retention strategy of the company. The eligible employees are entitled to receive an incentive based on the price of the shares of the Religare Enterprises Limited, the holding company. The amount of such incentive proportionate to the vesting period as at the Balance Sheet date is recognized as an expense based on the fair value of shares as at the balance sheet date or the cost of acquisition of such shares where the same have been acquired by an employee Trust formed for the purpose.

(vii) Stock Options granted to eligible persons under the relevant Stock Option Schemes are accounted for at intrinsic value. For accounting treatment, reference has been made of the Employee Stock Option Scheme and Employee Stock Purchase Scheme Guidelines 1999 issued by the Securities Exchange Board of India. Accordingly, the excess of average market price, determined as per guidelines of the underlying equity shares (market value) over the exercise price of the options if any is recognized as deferred stock option expense and is charged to Profit and Loss Account on a straight line basis over the vesting period of the options.

k) TAXES ON INCOME

For Financial Years 2006-07, 2007-08, 2008-09 i. Current tax is determined as the amount of tax payable in respect of taxable income for the year. ii. Deferred tax is recognized, subject to the consideration of prudence in respect of deferred tax asset, on timing

differences, being the difference between taxable income and accounting income that originate in one year and are capable of reversal in one or more subsequent years.

For Financial Year s 2009-10 and 2010-11 i. Current tax is determined as the amount of tax payable in respect of taxable income for the year. ii. Deferred tax is recognized, subject to the consideration of prudence in respect of deferred tax asset, on timing

differences, being the difference between taxable income and accounting income that originate in one year and are capable of reversal in one or more subsequent years.

iii. Provision for taxation for the year is ascertained on the basis of assessable profits computed in accordance with the provisions of the Income Tax Act, 1961.

l) FRINGE BENFIT TAX

For Financial Years 2006-07, 2007-08, 2008-09 The Fringe Benefit Tax has been calculated and accounted for in accordance with the provisions of the Income Tax Act, 1961 and the Guidance note on Accounting for Fringe Benefits Tax issued by the Institute of Chartered Accountants of India.

m) PROVISIONS, CONTINGENT LIABILITIES AND CONTINGENT ASSETS

For Financial Years 2006-07, 2007-08, 2008-09, 2009-10 and 2010-11 i. Provisions involving substantial degree of estimation in measurement are recognized when there is a present obligation

as a result of past events and it is probable that there will be an outflow of resources. Contingent liabilities are not recognized but are disclosed in the notes. Contingent assets are neither recognized nor disclosed in the financial statements.

Additions to the policy applicable for financial years 2009-10 and 2010-11 ii. General Provision on Standard Assets is maintained through a system of time buckets to meet foreseeable potential

losses which are inherent in any portfolio but not yet identified.

Additions to the policy in Financial year 2010-11 iii. Provision for Non-Performing Assets/investments and Contingent Provision against Standard Assets has been made as

per Prudential Norms prescribed by Reserve Bank of India.

Religare Finvest Limited

F-18

n) IMPAIRMENT OF FIXED ASSETS

Assets are reviewed for impairment at each balance sheet date. In case, events and circumstances indicate any impairment, the recoverable amount of these assets is determined. An asset is impaired when the carrying amount of the asset exceeds its recoverable amount. An impairment loss is charged to the profit and loss account in the period in which an asset is defined as impaired. An impairment loss recognized in prior accounting periods is reversed if there has been a change in the estimate of the recoverable amount and such loss either no longer exists or has decreased.

o) STOCK-IN-TRADE

For Financial Years 2007-08, 2008-09, 2009-10 and 2010-11 a) The securities/commodities acquired with the intention of short-term holding and trading positions are considered as stock

– in – trade and disclosed as current assets. b) The securities/commodities held as stock – in – trade are valued at lower of cost and market value.

p) BORROWING COSTS

Ancillary costs incurred for arrangement of borrowings such as upfront fees / brokerages are amortized over the tenure of the borrowing as per terms of sanction / agreement.

q) COMMERCIAL PAPER

For Financial Years 2007-08, 2008-09, 2009-10 and 2010-11

The difference between the redemption value and acquisition cost of Commercial Paper is amortised over the tenure of the instrument. The liability as at the Balance Sheet date in respect of such instruments is recognized at face value net of unamortized discount.

Religare Finvest Limited

F-19

NOTES TO ACCOUNTS

a. Capital Commitments

(`̀̀̀ in million)

As at March 31, S.

No Particulars

2011 2010 2009 2008 2007

1 Estimated amount of contracts remaining to be executed on capital account and not provided for (net of advances)

72.14 89.09 89.09 105.06 0.29

2 Investment Commitments - - 60.00 - -

b. Contingent Liabilities/Other Commitments

i. Details of contingent liabilities are as below:

(`̀̀̀ in million)

As at March 31,

S.No Particulars 2011 2010 2009 2008 2007

1 Guarantees given to the bankers by the Company on behalf of the Various Clients/group Companies in respect of credit facilities availed by the said entities.

237.21 44.23 6.61 - -

2 Bank Guarantees given by the bankers on behalf of the Company in respect of credit facilities availed by the company,

0.35 0.15 0.25 - -

3 Disputed Income Tax Demands not provided for 111.54 95.18 - - -

4 Claim against the company not acknowledge as debts 4.92 1.12 0.50 - 0.09

5 Collateral for assignment of receivables 213.58 159.56 - - -

6 Inland bills purchased/discounted by bank 1,900.00 - - - -

7 Undisbursed loans sanctioned 60.6 1510.2 106.40 713.10 117.40

ii. Pledge of equity shares by the company in respect of margin requirements to be maintained with the Exchanges by the

Fellow Subsidiary : (`̀̀̀ in million)

As at March 31,

Particulars

2011 2010 2009 2008 2007

Karnataka Bank Limited

- 215.72 - - -

(1,400,000 Equity shares of Rs. 10 each)

Total - 215.72 - - -

c. For Financial Year 2010-11

During the year, the Company has acquired 34,998,250 equity shares of the book value of Rs. 973.34 Million, of Religare Housing Development Finance Corporation Limited (RHDFCL) (formerly known as Maharishi Housing Development Finance Corporation Limited) from Religare Enterprises Limited (REL) (the Holding Company), thereby Religare Housing Development Finance Corporation Limited has become subsidiary of the Company w.e.f. December 3, 2010. The profit after tax attributable to the Company for its holding of 87.5% in RHDFCL for the period from December 3, 2010(date of acquisition) to March 31, 2011 is Rs. 25.94 Million(approx).

Religare Finvest Limited

F-20

For Financial Year 2007-08 (i) During the year, the Company has increased its Authorised Share Capital from Rs. 900.00 Million divided into

90,000,000 Equity Shares of Rs. 10 each to Rs. 1500.00 Million divided into 150,000,000 Equity Shares of Rs. 10 each.

(ii) During the year, the Company has issued and allotted 3,24, 07,137 equity shares of Rs. 10 each at a premium of Rs. 40 per equity share for cash to the Holding Company, Religare Enterprises Limited.

(iii) During the year ended March 31, 2008 the company has changed the estimated useful lives in respect of Office

Equipments by depreciating the same over a period of 5-10 years which hitherto were depreciated over a period of 21 years (@ 4.75%) on straight line basis as prescribed under Schedule XIV of the Companies Act 1956. As a result, the additional depreciation on account of change in useful life of office equipment amounting to Rs. 1.09 Million has been charged to the Profit & Loss Account during the year.

For Financial Year 2006-07

(i) During the year, the Company has increased its Authorised Share Capital from Rs. 550.00 Million (Rupees Five Hundred Fifty Million) divided into 30,000,000 Cumulative Redeemable Preference Shares of Rs. 10 each and 25,000,000 Equity Shares of Rs. 10 each to Rs. 900.00 Million divided into 90,000,000 Equity Shares of Rs. 10 each.

(ii) During the year, the Company has issued and allotted 62,500,000 equity shares of Rs. 10 each at a premium of Rs. 10 per equity share for cash to the Holding Company, Religare Enterprises Limited.

(iii) During the year the Company has redeemed 25,000,000, 6% Cumulative Redeemable Preference Shares of Rs 10 each at

par out of the fresh issue of the equity share capital. (iv) Interim Dividend charged to appropriation account includes Rs. 20.68 Million being Interim dividend declared but not

paid. Correspondingly, the said amount has been disclosed as provision in Schedule ‘K’.

d. Assignment of Loan Portfolios

(`̀̀̀ in million)

For the year ended March 31,

Particulars

2011 2010 2009 2008 2007

Total number of contracts assigned 6.00 2.00 -

-

-

Book Value of contract assigned 593.22 2,768.71 -

-

-

Sale consideration 626.20 2,768.71 -

-

-

Gain on assignment (amortised over the tenure of corresponding loan) 32.98 101.28

-

-

-

Bank Deposit provided as collateral 54.02 159.56 -

-

-

For Financial Year 2010-11

Honorable Supreme Court has set aside the impugned judgment (s) of the Gujarat High Court on the question of assignment of bebt as an activity permissible under Banking Regulations Act, 1949. For Financial Year 2009-10

Honorable Gujarat High Court held that assignment of debts by the banks is not permissible under the Banking Regulations Act, 1949, pending verdict of Supreme Court in the case of Kotak Mahindra Bank v/z Q.L. of APS Star Ind. Limited.

Religare Finvest Limited

F-21

e. Statutory Reserve Fund

(`̀̀̀ in million)

For the year ended March 31, Particulars

2011 2010 2009 2008 2007

Transfer to Statutory Reserve Fund, In accordance with the provisions of section 45-IC of the RBI Act, 1934, at the rate of 20% of profit after tax.

229.55

205.64

92.08

71.40

37.89

f. Secured Debentures Details of Privately Placed Secured Redeemable Non Convertible Debentures outstanding as at end of financial year 2010-11, 2009-10, 2008-09, 2007-08 & 2006-07, which are secured by pari passu mortgage over the Company’s immovable property situated at plot no.37, survey no. 35 of Mouje Irana, Kadi Taluka, Distt. Mehsana (Gujarat) and first and exclusive charge over companies account receivables:

(`̀̀̀ in million)

As at March 31,

S.

No. Coupon Rate

2011 2010 2009 2008 2007

Date of

Allotment

Date of

Redemption

1 M+900 with a cap of 9.25% to 9.35%

2,500.00

2,500.00

- - - 14-Oct-09

Redemption due on 14th Oct, 2011 or at the time of exercising of option after 18 months of date of allotment

2 9.10% -

660.00 - - - 17-Nov-09

Redemption due on 16th Nov, 2010

3 9.10%

670.00

670.00 - - - 17-Nov-09

Redemption due on 17th Nov, 2011

4 9.10%

670.00

670.00 - - - 17-Nov-09

Redemption due on 17th Nov, 2012

5 8.25%

1,250.00 - - - - 8-Apr-10

Redemption due on 09th Jun. 2011

6 8.15%

750.00 - - - - 8-Apr-10

Redemption due on 11th Apr. 2011

7 10.50%

390.90 - - - - 30-Sep-10

Redemption due on 30th Sep. 2014

8 10.50%

390.90 - - - - 30-Sep-10

Redemption due on 30th Mar. 2015

9 10.50%

521.20 - - - - 30-Sep-10

Redemption due on 30th Sep. 2015

10 10.00%

200.00 - - - - 30-Sep-10

Redemption due on 30th Sep. 2013

11 11.75%

700.00 - - - - 18-Mar-11

Redemption due on 18th May 2012

12 11.75%

200.00 - - - - 18-Mar-11

Redemption due on 6th June 2012

13 11.75%

260.00 - - - - 18-Mar-11

Redemption due on 02nd July 2012

14 11.75%

330.00 - - - - 18-Mar-11

Redemption due on 15th May 2012

15 12.00%

500.00 - - - - 31-Mar-11

Redemption due on 23rd April 2012

16 12.00%

250.00 - - - - 31-Mar-11

Redemption due on 15th June 2012

Religare Finvest Limited

F-22

17 12.00%

230.00 - - - - 31-Mar-11

Redemption due on 27th April 2012

Total

9,813.00

4,500.00

-

-

-

The above debentures are privately placed with Mutual Funds (AMCs), Pension funds, Provident Funds, Banks and Corporates. As per Trust deed, Non-Convertible Debentures are secured by specific charge on immovable property of insignificant value.

g. Unsecured Debentures

(i) Details of Privately Placed Unsecured Redeemable Non Convertible Debentures outstanding:

(`̀̀̀ in million)

As at March 31,

S.

No. Coupon Rate

2011 2010 2009 2008 2007

Date of

Allotment

Actual

Redemption

1

Mibor+400 bps with 8.70 % as Cap and 8.60 % Floor P.A.

- - -

-

250.00

13-Apr-06 Redeemed on 9-

Apr-2007

2

Mibor+400 bps with 8.70 % as Cap and 8.60 % Floor P.A.

- - - - 250.00 13-Apr-06 Redeemed on 9-

Apr-2007

3

Mibor+400 bps with 8.70 % as Cap and 8.60 % Floor P.A.

- - - - 200.00 19-Apr-06 Redeemed on 17-

Apr- 2007

4

Mibor+400 bps with 8.70 % as Cap and 8.60 % Floor P.A.

- - - - 200.00 19-Apr-06 Redeemed on 17-

Apr- 2007

5 11% P.A. - - - - 500.00 9-Feb-07 Redeemed on 9-

May- 2007

6

Mibor+450 bps with 8.90% as floor and 9% Cap P.A.

- - - - 500.00 28-Nov-06 Redeemed on 15-

Nov-2007

7

Mibor+700 bps with 11.50 % as Cap and 11.45 % Floor P.A.

- - - - 500.00 15-Mar-07 Redeemed on due

date

8

Mibor + 700 BPS with 11.70% p.a. as floor and 11.75% p.a. as cap.

- - - 300.00 - 4-May-07 Redeemed on due

date

Religare Finvest Limited

F-23

9

Mibor + 800 BPS with 12.10% p.a. as floor and 12.15% p.a. as cap.

- - - 250.00 - 9-May-07 Redeemed on due

date

10 11.00% p.a. - - - 150.00 - 22-Jun-07 Redeemed on due

date

11

Mibor+ 800 BPS with 10.50% p.a. as floor and 10.60% p.a. as cap.

- - - 500.00 - 6-Jul-07 Redeemed on due

date

12

Mibor+ 800 BPS with 10.25% p.a. as floor and 10.30% p.a. as cap.

- - - 500.00 - 11-Jul-07 Redeemed on due

date

13 10.40% p.a. - - - 200.00 - 13-Jul-07 Redeemed on due

date

14

Mibor+ 800 BPS with 10.25% p.a. as floor and 10.30% p.a. as cap.

- - - 500.00 - 18-Jul-07 Redeemed on due

date

15 10.40% p.a. - - - 150.00 - 26-Jul-07 Redeemed on due

date

16 10.35 % p.a. - - - 500.00 - 30-Jul-07 Redeemed on due

date

17 10.95% p.a. - - - 500.00 - 14-Sep-07 Redeemed on due

date

18 10.75% p.a. - - - 350.00 - 20-Sep-07 Redeemed on due

date

19

Mibor (Overnight) + 800 BPS with 10.05% p.a. as floor and 10.10% p.a. as cap.

- - - 750.00 - 28-Sep-07 Redeemed on due

date

20

Mibor(Overnight)+ 900 BPS with 9.20 % as Floor and 9.30 % Cap P.A.

- - - 1,000.00 - 5-Nov-07 Redeemed on due

date

21 10.25% p.a. - - - 250.00 - 2-Jan-08 Redeemed on due

date

22 10.25% p.a. - - - 250.00 - 2-Jan-08 Redeemed on due

date

23 10.25% p.a. - - - 250.00 - 3-Jan-08 Redeemed on due

date

24 10.25% p.a. - - - 250.00 - 3-Jan-08 Redeemed on due

date

25 10.90% p.a. - - - 150.00 - 3-Jan-08 Redeemed on due

date

Religare Finvest Limited

F-24

26

Mibor(Overnight)+ 900 BPS with 10.15 % p.a. as Floor and 10.25% p.a. as Cap

- - - 500.00 - 4-Jan-08 Redeemed on due

date

27

Mibor(Overnight)+ 900 BPS with 10.15 % p.a. as Floor and 10.25% p.a. as Cap

- - - 500.00 - 4-Jan-08 Redeemed on due

date

28 10.25% p.a. - - - 200.00 - 9-Jan-08 Redeemed on due

date

29

Mibor(Overnight)+ 900 BPS with 10.15 % p.a. as Floor and 10.25% p.a. as Cap

- - - 500.00 - 21-Jan-08 Redeemed on due

date

30 11.00% p.a. - - - 350.00 - 28-Jan-08 Redeemed on due

date

31 10.00% p.a. - - - 500.00 - 12-Feb-08 Redeemed on due

date

32 10.15% p.a. - - - 250.00 - 13-Feb-08 Redeemed on due

date

33 10.15% p.a. - - - 250.00 - 13-Feb-08 Redeemed on due

date

34 9.75% p.a. - - - 400.00 - 14-Feb-08 Redeemed on due

date

35 9.75% p.a. - - - 400.00 - 14-Feb-08 Redeemed on due

date

36 9.75% p.a. - - - 100.00 - 14-Feb-08 Redeemed on due

date

37 10.25% p.a. - - - 250.00 - 15-Feb-08 Redeemed on due

date

38

Mibor(Overnight)+ 800 BPS with 9.90 % p.a. as Floor and 10.00 % p.a. as Cap.

- - - 500.00 - 18-Feb-08 Redeemed on due

date

39 10.00% p.a. - - - 250.00 - 19-Feb-08 Redeemed on due

date

40 10.50% p.a. - - - 250.00 - 3-Mar-08 Redeemed on due

date

41 10.95% p.a. - - - 200.00 - 7-Mar-08 Redeemed on due

date

42 11.05% p.a. - - - 300.00 - 7-Mar-08 Redeemed on due

date

43 11.20% p.a. - - - 500.00 - 10-Mar-08 Redeemed on due

date

44 11.55% p.a. - - - 500.00 - 13-Mar-08 Redeemed on due

date

45 11.20% p.a. - - - 500.00 - 17-Mar-08 Redeemed on due

date

46 Mibor (Overnight) +

- - 500.00 - - 4-Apr-08 Redeemed on 2th

April, 2009

Religare Finvest Limited

F-25

800 BPS with 10.05%p.a as floor and 10.10%p.a as cap

47

Mibor (Overnight) + 150 BPS (Daily compounding)

- - 1,250.00 - - 31-Mar-09 Redeemed on 2th

April, 2009

48 8.25% - 200.00 - - - 9-Mar-10 Redeemed on 5th

April, 2010

49 8.25% - 1,000.00 - - - 10-Mar-10 Redeemed on 12th

April, 2010

50 8.15% - 500.00 - - - 15-Mar-10 Redemption Due

on 17th May, 2010

51 8.15% - 500.00 - - - 19-Mar-10 Redemption Due

on 26th May, 2010

52 7.95% - 450.00 - - - 25-Mar-10 Redeemed on 26th

April, 2010

53 6.35% - 500.00 - - - 31-Mar-10 Redeemed on 7th

April, 2010

54 8.15% - 500.00 - - - 31-Mar-10 Redeemed on 6th

April, 2010

55 6.95% - 750.00 - - - 31-Mar-10 Redeemed on 6th

April, 2010

56 6.85% - 250.00 - - - 31-Mar-10 Redeemed on 8th

April, 2010

57 6.85% - 250.00 - - - 31-Mar-10 Redeemed on 8th

April, 2010

58 6.85% - 500.00 - - - 31-Mar-10 Redeemed on 8th

April, 2010

59

Floating at a margin of 100 BPS over NSE MIBOR (daily compounding)

- 70.00 - - - 31-Mar-10 Redeemed on 28th

June, 2010

60 6.85% - 100.00 - - - 31-Mar-10 Redeemed on 8th

April 2010

61 12.50% 800.00 - - - - 31-Mar-11 Redemption due on

31st Aug 2016*

Total 800.00 5,570.00 1,750.00 14,000.00 2,400.00

* These Debentures are Subordinate in nature and qualify for inclusion in Tier II capital fund for the computation of Captial to Risk Assets Ratio (‘CRAR’).

In respect of privately placed Non Convertible Debentures (NCD), no Debenture Redemption Reserve (DRR) is required in terms of the clarification issued by Ministry of Law Justice and Company Affairs by Circular No. 6/3/2001-CL.V dated April 18, 2002 as the Company is registered with Reserve Bank of India under Section 45-IA of the RBI (Amendment) Act, 1997. As per the legal opinion obtained, no DRR is required to be provided in respect of privately placed NCDs subsequently listed on wholesale debt market segment of Bombay Stock Exchange (BSE).

For Financial Year 2010-11 During the year, the Company has, as per the terms of the issue, converted second tranche of 600,000 (Previous Year 400,000) privately placed compulsorily convertible debentures (CCD's) of Rs. 1000/- each issued on June 23, 2008, aggregating Rs. 600.00 Million (Previous Year Rs. 400.00 Million), by allotment of 3,000,000 fully paid equity shares of

Religare Finvest Limited

F-26

Rs.10 each at a premium of Rs. 190 per share (Previous year 2,000,000 fully paid up equity share of Rs. 10 each at a premium of Rs. 190 per share) to Religare Enterprises Limited, the Holding Company.

For Financial Year 2009-10

During the year, the Company has converted compulsory convertible unsecured debentures amounting to Rs. 400.00 Million into equity shares issued to Religare Enterprises Limited, the holding company. These shares were issued at a premium of Rs.190 per share. The Company has also made a preferential allotment of 48,415,000 equity shares at a premium of Rs. 190/- per share to Religare Enterprises Limited, the holding company. For Financial Year 2008-09

During the year, the company has issued compulsory fully convertible unsecured debentures for the value of Rs. 100 crores on private placements. These debentures are convertible in two tranches, first on or before 23rd July 2009 and second on or before 23rd July 2010. The holding company, Religare Enterprises Limited, has provided financial guarantee to the subsidiary for buying the above debentures.

h. Commercial Paper

Details of Commercial Papers outstanding is as below:

(`̀̀̀ in million)

As at March 31, Particulars

2011 2010 2009 2008 2007

Total Outstanding Balance 34,990.01 27,320.00 2,000.00 1,100.00 -

Less: Future Interest Obligation (1,087.20) (887.23) (155.29) (105.00) -

Net Outstanding Balance 33,902.81 26,432.77 1,844.71 995.00 -

i. Disclosure of details as required by Para 5 of Reserve Bank of India Circular No. DNBS (PD), CC. No.

125/03.05.002/2008-09, dated 01-08-2008 I. Capital to Risk Assets Ratio (“CRAR”)

As at March 31, S.no Items

2011 2010 2009 2008 2007

(i) CRAR (%) 16.16 21.67 64.27 18.9 NA

(ii) CRAR - (Tier I Capital (%) 14.88 21.67 63.82 18.71 NA

(iii) CRAR - (Tier II Capital (%) 1.28 - 0.44 0.19 NA

Religare Finvest Limited

F-27

II. Exposure to Real Estate Sector

(`̀̀̀ in million)

As at March 31,

Category 2011 2010 2009 2008 2007

(a) Direct Exposures

(i) Residential Mortgages:-

(a) Individuals housing loans upto Rs.15 lacs 444.72 13.65 0.96 - -

(b) Individuals housing loans more than Rs.15 lacs 18,072.25 5,146.90 682.52 457.26 -

(ii) Commercial Real Estate 16,864.16 3,975.83 1,722.24 1,690.00 -

(iii)

Investments in Mortgage Backed Securities (MBS) and other Securitised exposures:-

(a) Residential, - - - - -

(b) Commercial Real Estate. - - - - -

(b) Indirect Exposures

Fund based and non fund based exposures on National Housing Bank(NHB) and Housing Finance Companies(HFCs)

Refer Note 1 below - - - -

Notes:

1. The company has indirect exposure in Subsidiary by way of: a) Acquisition of 34,998,250 equity shares of the book value of Rs. 973.34 Million in Religare Housing Development Finance Corporation Limited (RHDFCL) (formerly known as Maharishi Housing Development Finance Corporation Limited) from Religare Enterprises Limited (REL) (the ‘Holding Company’) w.e.f. December 3, 2010. b) Inter Corporate Loans including interest receivable thereon due as at March 31, 2011 is Rs. 229.38 Million.

III. Asset Liability Management

Maturity pattern of certain items of assets and liabilities (At book Value)

For Financial Year 2010-11

(`̀̀̀ in million)

Particulars

1 day to

30/31

days

Over 1

Months

to 2

Months

Over 2

Months

to 3

Months

over 3

months

to 6

months

over 6

months

to 1

year

over 1

year to

3years

over 3

years

to 5

years

over 5

years Total

Liabilities

Borrowings from Banks 2,240.80 115.90 799.20 3,156.00 8,109.10 25,480.60 2,542.01 - 42,443.61

Market Borrowings 9,334.38 5,602.23 15,187.64 6,922.85 5,174.96 3,340.00 1,303.00 800.00 47,665.06

Assets

Advances (Loan Book) 5,495.65 4,719.31 6,656.37 8,566.61 24,316.51 18,884.53 4,419.52 16,610.75 89,669.25

Investments (net of provisions)

- - - - - 483.48 - 1,058.34 1,541.82

Religare Finvest Limited

F-28

For Financial Year 2009-10

(`̀̀̀ in million)

Particulars

1 day to

30/31

days

Over 1

Months

to 2

Months

Over 2

Months

to 3

Months

over 3

months

to 6

months

over 6

months

to 1

year

over 1

year to

3years

over 3

years

to 5

years

over 5

years Total

Liabilities

Borrowings from Banks* 168.76 41.67 141.67 350.00 700.00 4,075.00 - - 5,477.10

Market Borrowings 6,385.26 1,100.00 5,150.00 8,870.00 12,276.10 3,840.00 - - 37,621.36

Assets

Advances (Loan Book) 1,609.66 702.33 3,024.05 9,086.34 13,366.97 7,487.52 1,596.92 3,886.31 40,760.10

Investments (net of provisions)

4,870.00 - - - - 488.25 - - 5,358.25

*Excluding Compulsorily Convertible Debentures

For Financial Year 2008-09

(`̀̀̀ in million)

Particulars

1 day to

30/31

days

Over 1

Months

to 2

Months

Over 2

Months

to 3

Months

over 3

months

to 6

months

over 6

months

to 1

year

over 1

year to

3years

over 3

years

to 5

years

over 5

years Total

Liabilities

Borrowings from Banks* - - - - 395.03 - - - 395.03

Market Borrowings 1,752.06 - - 2,450.00 1,859.21 - - - 6,061.27

Assets - - - - - - - -

Advances (Loan Book) 700.00 700.00 750.00 5,333.20 6,315.90 2,008.20 1,208.00 5.00 17,020.30

Investments (net of provisions)

- - - - - 881.72 - - 881.72

*Excluding Compulsorily Convertible Debentures

Religare Finvest Limited

F-29

j. Disclosure of details as required in terms of Paragraph 13 of Non-Banking Financial (Non Deposit Accepting of Holding) Companies Prudential Norms (Reserve

Bank) Directions, 2007, earlier Para 9BB of Non Banking Financial Companies Prudential Norms(Reserve Bank) Directions, 1998. (`̀̀̀ in million)

As at March 31,

Particulars 2011 2010 2009 2008 2007

Liabilities Side:

Amount

Outstanding

Amount

Overdue

Amount

Outstanding

Amount

Overdue

Amount

Outstanding

Amount

Overdue

Amount

Outstanding

Amount

Overdue

Amount

Outstanding

Amount

Overdue

1)

Loans and Advances

availed by the NBFCs

inclusive of interest

accrued thereon but not

paid:

a) Debentures: Secured 9,813.00 - 4,500.00 - - - - - - -

Unsecured (other than falling within the meaning of Public deposits) 800.00 - 6,170.00 - 2,750.00 - 14,000.00 - 2,400.00 -

b) Deferred Credits - - - - - - - - - -

c) Term Loans 34,693.61 - 5,475.00 - - - - - - -

d)

Inter-Corporate loans and borrowings 3,120.74 - 216.10 - 2,464.50 - 867.50 - 214.40 -

e) Commercial Papers 33,902.81 - 26,432.77 - 1,844.71 - 995.00 - - -

f)

Other Loans (specify nature) - - - - - - - - -

a) Working Capital Loan from Banks 7,750.00 - 2.10 - 395.03 - - - 900.00 -

b) Interest accrued and due on Unsecured Loans 28.51 - 15.26 - 2.06 - 1,091.25 - 989.69 -

Assets Side: Amount Outstanding Amount Outstanding Amount Outstanding Amount Outstanding Amount Outstanding

2)

Break-up of Loans and

Advances including bills

receivables (other than

those included in (4)

below):

a) Secured 72,938.08 23,543.09 6,478.50 9,176.06 4,239.38

b) Unsecured 16,731.19 17,312.82 12,230.36 6,977.66 1,400.62

Religare Finvest Limited

F-30

3)

Break-up of Leased

Assets and stock on hire

and other assets counting

towards AFC activities Amount Outstanding Amount Outstanding Amount Outstanding Amount Outstanding Amount Outstanding

i)

Leased assets including lease rentals under sundry debtors:

a) Financial Lease - - - - -

b) Operating Lease 61.37 64.86 3.20 2.48 -

ii)

Stock on hire including hire charges under sundry debtors:

a) Assets on hire - - - - -

b) Repossessed Assets - - - - -

iii)

Hypothecation loans counting towards AFC activities

a) Loans where assets have been repossessed - - - - -

b) Loans other than (a) above

- - - - -

4) Break-up of

Investments: Amount Outstanding Amount Outstanding Amount Outstanding Amount Outstanding Amount Outstanding

Current Investments:

1 Quoted: - 4,770.00 - - -

i) Shares: a) Equity - - - - -

b) Preference - - - - -

ii) Debentures and Bonds - - - - -

iii) Units of mutual funds - 4,770.00 - - -

iv) Government Securities - - - - -

v) Others - - - - -

2 Unquoted: - - - 1,850.16 -

i) Shares: a) Equity - - - - -

b) Preference - - - - -

ii) Debentures and Bonds - - - - -

Religare Finvest Limited

F-31

iii) Units of mutual funds - - - 1,850.16 -

iv) Government Securities - - - - -

v) Others - - - - -

Long Term Investments:

1 Quoted: 300.72 215.72 719.22 215.72 353.54

i) Shares: a) Equity 300.72 215.72 719.22 215.72 353.54

b) Preference - - - - -

ii) Debentures and Bonds - - - - -

iii) Units of mutual funds - - - - -

iv) Government Securities - - - - -

v) Others - - - - -

2 Unquoted: 1,270.88 372.54 162.50 22.50 -

i) Shares: a) Equity 1,048.34 - - - -

b) Preference - - - - -

ii) Debentures and Bonds - - - - -

iii) Units of mutual funds - - - - -

iv) Government Securities - - - - -

v) Others( investment in Art, Media Fund, PMS and Gold Coin)

222.54 372.54 162.50 22.50 -

5)

Borrower group-wise

classification of all leased

assets, stock-on-hire and

loans and advances: -

Category Amount

(net of Provisions)

Amount

(net of Provisions)

Amount

(net of Provisions)

Amount

(net of Provisions)

Amount

(net of Provisions)

Secured Unsecured Secured Unsecured Secured Unsecured Secured Unsecured Secured Unsecured

1 Related Parties

a) Subsidiaries - 229.38 - - - - - - - -

b) Companies in the same group

- 931.51 60.70 723.71 - 1,249.10 - 176.03 - -

Religare Finvest Limited

F-32

c) Other related parties - 3,149.88 - 2,876.10 - - - - - 23.00

2 Other than related parties 72,445.74 12,351.92 23,452.37 13,617.21 6,388.80 10,977.70 9,175.75 5,873.57 4,410.09 1,183.56

Total 72,445.74 16,662.69 23,513.07 17,217.03 6,388.80 12,226.80 9,175.75 6,049.60 4,410.09 1,206.56

6)

Investor group-wise

classification of all

investments (current and

long term) in shares and

securities (both quoted

and unquoted):

Category

Market

Value/Brea

k-up or fair

value or

NAV

Book

Value

(Net of

Provisions)

Market

Value/Brea

k-up or fair

value or

NAV

Book Value

(Net of

Provisions)

Market

Value/Brea

k-up or fair

value or

NAV

Book Value

(Net of

Provisions)

Market

Value/Brea

k-up or fair

value or

NAV

Book Value

(Net of

Provisions)

Market

Value/Brea

k-up or fair

value or

NAV

Book Value

(Net of

Provisions)

1 Related Parties

(a) Subsidiaries 973.34 973.34 - - - - - - - -

(b) Companies in the same group

- - 220.50 220.50 - - - - - -

(c) Other related parties - - - - - - - - - -

2 Other than related parties 525.64 568.48 317.76 5,135.75 530.28 881.72 - 2,088.38 - 353.54

Total 1,498.98 1,541.82 538.26 5,356.25 530.28 881.72 - 2,088.38 - 353.54

7) Other information

Particulars Amount Amount Amount Amount Amount

(i)

Gross Non-Performing Assets

(a) Related parties - - - - -

(b) Other than related parties

86.21 144.72 209.90 38.33 11.28

(ii)

Net Non-Performing Assets

(a) Related parties - - - - -

(b) Other than related parties

17.71 48.93 116.70 2.89 8.92

(iii)

Assets acquired in satisfaction of debt

198.60 198.60 198.60 - -

k. For Financial Year 2008-09

Pursuant to RBI circular no. DNBS (PD) CC No. 84/03.10.27/2006-07, application has been made to RBI seeking approval for carrying on Mutual Fund distribution activity. The relevant approval has been received on January 29, 2009.

Religare Finvest Limited

F-33

l. Cash and Bank Balances – with scheduled banks in Fixed deposit accounts includes:

(`̀̀̀ in million)

As at March 31, Particulars

2011 2010 2009 2008 2007

Security with VAT Authorities 0.09 0.09 0.09 0.09 0.09

Pledged with Securities Exchanges as Margin 799.90 1,679.70 - - -

Pledged with Banks for Over Draft Facility 350.00 50.00 499.80 260.75 -

Pledged with Banks for Letter of Credit facility availed by third parties.

196.99 124.73 - - -

Pledged with Banks for Assignment of Loans 213.58 159.56 - - -

Pledged with Banks for Bank Guarantees Taken 10.15 9.95 - - -

Free from lien/pledge 888.10 39.60 - 350.00 -

Total 2,458.81 2,063.63 499.89 610.84 0.09

m. Details of Open Interest in Equity/Commodity Index/Future Contracts

(`̀̀̀ in million)

As at March 31, S.No. Particulars

2011 2010 2009 2008 2007

1 Equity index / Stock futures and options contracts

0.24 11,113.51 25,511.47 - -

2 Commodity futures. - - - 6.61 -

n. Margin Deposits on Equity Derivative Contracts

(`̀̀̀ in million)

As at March 31, S.No. Particulars

2011 2010 2009 2008 2007

1 Margin deposit on Equity Derivative Instrument contracts paid in Cash.

- - 1,248.70 750.90 -

2

Initial margin deposit on Equity Derivative Instrument contracts inform of assignment of FDR’s to the exchanges.

799.90 1,679.70 - - -

o. Classification of Loans and Advances and Provisions

For Financial Years 2006-07, 2007-08 and 2008-09

Secured Loans given by the Company are secured either against tradable and listed securities held by the Company in its depositories accounts or by way of pledge of shares held in the depository account of the clients for which Power of Attorneys are held by the Company.

Classification of Loans and Advances and provision for Non-Performing Assets has been made in accordance with the Non- Banking Financial Companies Prudential Norms (Reserve Bank) Directions, 1998 issued by Reserve Bank of India after considering subsequent recoveries till date.

The classification of loans into standard, sub-standard and loss assets have been disclosed at gross value and the corresponding provision against non-performing assets has been included under provisions in accordance with RBI guidelines. For Financial Year 2009-10

Religare Finvest Limited

F-34

Secured Loans given by the Company are secured by either tangible fixed assets like Vehicles, Property and Plant & Equipments or tradable and listed securities held by the Company in its depositories accounts or by way of pledge of shares or book debts held in the depository accounts of the clients for which Power of Attorneys are held by the Company. Classification of Loans and Advances and provision for Non-Performing Assets has been made in accordance with the Non- Banking Financial Companies Prudential Norms (Reserve Bank) Directions, 1998 issued by Reserve Bank of India after considering subsequent recoveries till date. The classification of loans into standard, sub-standard and loss assets have been disclosed at gross value and the corresponding provision against non-performing assets has been included under provisions in accordance with RBI guidelines. The Company maintains the general provision through time bucket s to meet any foreseeable potential losses which are inherent in any portfolio but not yet identified and disclosed the same under “Current Liabilities and Provisions”. For Financial Year 2010-11 Secured Loans given by the Company are secured by either tangible fixed assets like Vehicles, Property and Plant & Equipments or tradable and listed securities held by the Company in its depositories accounts or by way of pledge of shares held in the depository account of the clients for which Power of Attorneys are held by the Company. Secured and Unsecured loans are further classified into standard, sub-standard, doubtful and loss assets. Loans have been disclosed at gross value and the corresponding provision for Non-Performing Assets has been made in accordance with the Non- Banking Financial Companies Prudential Norms (Reserve Bank) Directions, 2007 issued by Reserve Bank of India after considering subsequent recoveries. The Company has maintained Contingent Provision on Standard Assets pursuant to the RBI Circular No. RBI/2010-11/370/DNBS.PD.CC No. 207 / 03.02.002/2010-11 dated January 17, 2011. The Company maintains the general provision through time buckets to meet any foreseeable potential losses which are inherent in any portfolio but not yet identified and disclosed the same under “Current Liabilities and Provisions”.

p. Employee Stock Option Scheme (ESOSs)

(i) Religare Finvest Limited Stock Option Scheme 2010

The Shareholders of the Company granted approval to ‘Religare Finvest Limited Stock Option Scheme 2010’ (the ‘Scheme’) on August 10, 2010. Under the Scheme, the Compensation Committee of the Board of Directors of the Company has granted 14,775,000 stock options on December 29, 2010 as per details below:

Type of Scheme ESOP Scheme 2010

Date of grant December 29, 2010

Number Granted 14,775,000

Contractual Life 3 yrs

Vesting Conditions 33% on expiry of 12 months from Grant Date 33% on expiry of 24 months from Grant Date 34% on expiry of 36 months from Grant Date

Method of Option Valuation Black Scholes Option Pricing Method

Exercise Price 145

Estimated fair value of share granted 145

Scheme

No. of

Options

outstanding

as on April

1, 2010

Issued

During the

period/ year

Cancellati

on of

Options

due to

resignatio

ns

Options

Exercise

d

Number of

Options

outstanding as

on March 31,

2011

Excercisable as at

March 31, 2011

Scheme 2010 - 14,775,000 1,465,000 - 13,310,000 -

TOTAL - 14,775,000 1,465,000 - 13,310,000 -

As the fair value of the shares at the date of grant of Options is equals to the exercise price no amount has been charged to the Profit and Loss Account.

Religare Finvest Limited

F-35

(ii) Religare Enterprises Limited Employee Stock Option Scheme 2006(Tranche-I & Tranche-II)

ESOP Scheme 2006

Type of Scheme Tranche -I Tranche -II

Date of grant November 15, 2006 November 17, 2007

Number Granted

2,000,000

125,000

Vesting Schedule

33% on expiry of 12 months from Grant Date

33% on expiry of 24 months from Grant Date

34% on expiry of 36 months from Grant Date

33% on expiry of 12 months from Grant Date

33% on expiry of 24 months from Grant Date

34% on expiry of 36 months from Grant Date

Method of Option Valuation Black Scholes Option Pricing Method Black Scholes Option Pricing Method

Exercise Price

140.00

140.00

Estimated fair value of share granted

111.47

185.00

No. Of Options allotted to employees of the Company 172,800 35,000

Employee Compensation Cost is accounted for as per intrinsic value method by amortizing the excess of fair market value over the exercise price per share over the vesting period. Details of Employee Compensation Cost charged off to the Profit & Loss Account are as under:

(`̀̀̀ in million)

For the year ended March 31, Particulars

2011 2010 2009 2008 2007 ESOP Scheme 2006 Tranche-I & Tranche-II - 0.24 0.73 0.35 -

The aggregate numbers of above options allocated to the employees of the Company and outstanding is as under:

As at March 31, Particulars

2011 2010 2009 2008 2007 ESOP Scheme 2006 Tranche-I & Tranche-II

65,300

85,252

149,162

147,926

172,800

q. Employee Stock Appreciation Rights (SAR) Scheme

Religare Enterprises Limited Employee Stock Appreciation Rights (SAR) Scheme 2007, was made effective from November 17, 2007. The Vesting of Stock Appreciation Rights (SARs) was due on April 1, 2008; April 1, 2009 and April 1, 2010, As at March 31, 2011, no rights were pending for exercise under the Scheme. The Company accounted for employee compensation cost for SARs allocated to the employees of the Company by amortising the excess of purchase price per share over the exercise price per share over the period. Employee compensation cost for SARs charged/ (credited) off the statement of Profit and Loss Account is as below: (`̀̀̀ in million)

For the year ended March 31, Particulars

2011 2010 2009 2008 2007

Employee compensation cost for SARs (1.19) 2.03 6.65 - -

Number of SARs allocated and outstanding (net of transfers/ cancellations):

As at March 31, Particulars

2011 2010 2009 2008 2007

Stock Appreciation Rights (SARs) - 13,813 21,566 - -

Religare Finvest Limited

F-36

Advance given by the Company to the Religare Employee SAR Trust:

(`̀̀̀ in million)

As at March 31, Particulars

2011 2010 2009 2008 2007

Stock Appreciation Rights (SARs) - 6.96 11.95 - -

r. Segment Reporting:

(a) Business Segment:

For Financial Years 2006-07, 2007-08 and 2008-09

(i) The business segment has been considered as the primary segment. (ii) The Company’s primary business segments are reflected based on principal business activities, the nature of service,

the differing risks and returns, the organization structure and the internal financial reporting system. (iii) The Company’s primary business comprises of Financing related activities (lending by way of secured and

unsecured Loans to corporate and others), Investment, Broking Related Activities, Depository/ Custodial Operations and Financial Advisory Services.

(iv) Segment revenue, results, assets and liabilities include amounts identifiable to each segments allocated on reasonable basis. For Financial Years 2009-10 and 2010-11

(i) The business segment has been considered as the primary segment. (ii) The Company’s primary business segments are reflected based on principal business activities, the nature of service,

the differing risks and returns, the organization structure and the internal financial reporting system. (iii) The Company’s primary business comprises of Financing related activities (lending by way of secured and

unsecured Loans to corporate and others), Investment, Broking Related Activities, Depository/ Custodial Operations and Financial Advisory Services.

(iv) 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.

Assets (including fixed assets) 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 .Common 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.

(b) Geographical Segment:

The Company operates in one Geographic segment namely “Within India” and hence no separate information for Geographic segment wise disclosure is required.

Religare Finvest Limited

F-37

Information about Primary Segment

(`̀̀̀ in million)

2010-11 2009-10

Particulars

Investme

nt

Activity

Financin

g Activity

Broking

Related

Activity

Financ

ial

Adviso

ry

Service

s

Custod

ial /

Deposit

ary

Operat

ions

Unallocate

d

Total Investme

nt

Activity

Financing

Activity

Broking

Related

Activity

Finan

cial

Advis

ory

Servi

ces

Custodial

/

Depositar

y

Operatio

ns

Unallocat

ed

Total

1 Segment Revenue

External Revenue 1,493.28 9,964.73 145.73 1.63 1.48 19.05 11,625.90 889.76 4,311.36 134.02 1.41 0.46 14.54 5,351.55 Inter-Segment Revenue - - - - - - - - - - - - - - Balances Written Back - - - - - - - - - - - - - -

Total Segment Revenue 1,493.28 9,964.73 145.73 1.63 1.48 19.05 11,625.90 889.76 4,311.36 134.02 1.41 0.46 14.54 5,351.55

2 Segment Results 170.15 1,808.91 (194.77) - (0.90) (26.62) 1,756.77 120.03 1,433.99 (145.61) 0.66 (0.89) 0.58 1,408.76

Less : Interest expense - - - - - - -

Add: Interest / Dividend Income

5.60 - - - - - 5.60 10.10 - - - - - 10.10

Less:Income Taxes(Current,Deferred and Fringe Benefit Tax)

- - - - - - 614.62 - - - - - - 390.64

Total Profit After Taxes - - - - - - 1,147.75 - - - - - - 1,028.22

OTHER INFORMATION

3 Segment Assets 11,374.32 98,137.82 68.12 19.24 - - 109,599.50 18,149.55 41,923.89 58.69 2.63 - - 60,134.76

Unallocated Corporate Assets

- - - - - 867.02 867.02 - - - - - 450.27 450.27

Total Assets 11,374.32 98,137.82 68.12 19.24 - 867.02 110,466.52 18,149.55 41,923.89 58.69 2.63 - 450.27 60,585.03

4 Segment Liabilities 9,587.05 84,615.94 102.71 16.01 0.29 - 94,322.00 13,093.91 32,739.78 86.57 1.97 0.19 - 45,922.42

Unallocated Corporate Liabilities

- - - - - 43.18 43.18 - - - - - 5.86 5.86

Total Liabilities 9,587.05 84,615.94 102.71 16.01 0.29 43.18 94,365.18 13,093.91 32,739.78 86.57 1.97 0.19 5.86 45,928.28

5 Capital Expenditure 5.59 330.13 3.35 - - 38.29 377.36 1.63 220.19 21.05 2.23 - 118.72 363.82

6 Depreciation/Amortisation 2.02 47.14 4.77 0.29 - 45.67 99.89 0.04 22.76 5.96 0.41 - 13.96 43.13

7 Non-cash expenditure

other than Depreciation 0.88 568.21 12.35 - 0.01 0.80 582.25 2.75 577.45 8.83 - 0.03 6.44 595.50

Religare Finvest Limited

F-38

`̀̀̀ in million

2008-09 2007-08 2006-07

Particulars

Financing

and

Investmen

t related

activities

Financia

l

Advisor

y related

Services

Broking

related

Activitie

s

Unallocat

ed

Total Financing

and

Investmen

t related

activities

Financia

l

Advisor

y related

Services

Unallocat

ed

Total Financin

g related

activities

Financia

l

Advisor

y related

Services

Unallocate

d

Total

1 Segment Revenue

External Revenue 3,407.59 64.90 42.04 4.55 3,519.08 2,432.73 155.97 - 2,588.70 767.13 140.08 62.53 969.74

Inter-Segment Revenue - - - - - - - - - - - - -

Balances Written Back - - - - - - - - - - - - -

Total Segment Revenue 3,407.59 64.90 42.04 4.55 3,519.08 2,432.73 155.97 - 2,588.70 767.13 140.08 62.53 969.74

2 Segment Results 749.38 63.06 22.44 (176.37) 658.51 577.68 (22.01) (14.71) 540.96 161.37 99.35 23.58 284.30

Less : Interest expense

Add: Interest / Dividend Income 27.72 - - - 27.72 4.90 - - 4.90 3.51 - - 3.51

Less:Income Taxes(Current,Deferred and Fringe Benefit Tax)

- - - - 225.84 - - - 188.85 - - - 98.38

Total Profit After Taxes - - - - 460.39 - - - 357.01 - - - 189.43

OTHER INFORMATION

3 Segment Assets 21,595.49 2.57 36.16 - 21,634.22 21,117.12 31.64 - 21,148.76 6,025.27 82.80 - 6,108.07

Unallocated Corporate Assets - - - 146.35 146.35 - - 62.09 62.09 - - 385.13 385.13

Total Assets 21,595.49 2.57 36.16 146.35 21,780.57 21,117.12 31.64 62.09 21,210.85 6,025.27 82.80 385.13 6,493.20

4 Segment Liabilities 8,297.19 0.32 0.73 - 8,298.24 17,547.59 23.59 - 17,571.18 4,750.12 4.61 - 4,754.73

Unallocated Corporate Liabilities - - - 55.44 55.44 - - 106.17 106.17 - - 53.34 53.34

Total Liabilities 8,297.19 0.32 0.73 55.44 8,353.68 17,547.59 23.59 106.17 17,677.35 4,750.12 4.61 53.34 4,808.07

5 Capital Expenditure 54.18 1.53 15.91 19.57 91.19 248.75 4.71 - 253.46 6.59 1.93 16.23 24.75

6 Depreciation/Amortisation 9.60 0.72 4.49 4.69 19.50 9.07 1.54 0.18 10.79 2.88 2.95 0.99 6.82

7 Non-cash expenditure other than

Depreciation 330.31 0.18 0.05 11.18 341.72 110.28 3.92 0.39 114.59 3.11 0.82 0.77 4.70

Religare Finvest Limited

F-39

s. Earnings per share (EPS) calculation (basis and diluted):

(`̀̀̀ in million)

For the year ended March 31, Sr.

No. Particular

2011 2010 2009 2008 2007

1 Net Profit after tax available for Equity shareholders

1,147.75 1,028.22 460.39 357.01 189.43

Less: Preference Dividend - - - - 10.48

Tax on Preference Dividend - - - - 1.47

1,147.75 1,028.22 460.39 357.01 177.48

2 Weighted average number of Equity shares

For Basic and Diluted EPS (No) 173,322,137^ 156,776,205 119,907,137 96,343,691 41,369,863

3 Nominal Value of shares 10 10 10 10 10

4 Earnings per share (EPS)

Basic and Diluted (in Rs) 6.66 6.56 3.84 3.71 4.29

^ Impact of ESOP outstanding has not been considered due to non-availability of fair market price for shares of the Company as at March 31’ 2011.

t. i. Deferred tax Liabilities/(Asset) (Net)

(`̀̀̀ in million)

As at March 31, Particulars

2011 2010 2009 2008 2007

Deferred Tax Liabilities: Difference between book and tax depreciation

77.31 49.31 23.25 11.26 7.95

Prepaid Expenses - 33.09 - - -

Premium on acquisition of Loan Portfolio 36.49 - - - -

Total (A) 113.80 82.40 23.25 11.26 7.95

Deferred Tax Asset:

Provision for Gratuity 0.01 5.12 2.11 0.71 0.31

Provision for Leave Encashment 6.54 5.49 3.05 1.47 0.38

Provision for Non Performing Assets 22.75 32.56 31.67 12.04 0.80

General Provision on Standard Assets 89.15 30.84 - - -

Contingent Provisions against Standard Assets

74.39 - 0.72 0.43 -

Provision for diminution in value of Investments

0.66 0.68 - - -

Provision for diminution in value of Non -banking financial Assets

1.82 1.85 1.86 - -

Total (B) 195.32 76.54 39.41 14.65 1.49

Net deferred tax Liabilities/(Asset)

(Net)(A-B) (81.52) 5.86 (16.16) (3.39) 6.46

ii. The Company presents its audited financial statements in Rupees, however the same has been presented in the summary statements in Rupees millions rounded to two decimal places.

Religare Finvest Limited

F-40

u. Related Party Disclosures:

For Financial Year 2010-11

Nature of Relationship Name of Party

1. Holding Company/Controlling Entity Religare Enterprises Ltd.

2. Subsidiary Religare Housing Development Finance Corporation Limited(w.e.f December 3, 2010)

3. Fellow Subsidiaries REL Infrafacilities Limited (Formerly known as Religare Realty Limited) (Name changed from Religare Realty Limited to REL Infrafacilities Limited w.e.f. November 18, 2010)

Religare Insurance Broking Limited

Religare Securities Limited

Religare Finance Limited

Religare Capital Markets Limited

Religare Health Insurance Company Limited

Religare Venture Capital Limited

Religare Arts Initiative Limited

Vistaar Religare Capital Advisors Limited

Religare Global Asset Management Inc (Became the wholly owned subsidiary of Religare Enterprises Limited w.e.f December 01, 2010.)

4. Individuals owning directly or indirectly interest in voting power that gives them control

Mr. Malvinder Mohan Singh Mr. Shivinder Mohan Singh

5. Key Management personnel Mr. Atul Gupta (Wholetime Director) Mr. J S Grewal (Wholetime Director) Mr. Kavi Arora (Chief Executive Officer)

Mr. Anil Saxena (Managing Director)

6. Subsidiaries of fellow subsidiary Religare Arts Investment Management Limited

Religare Asset Management Company Limited

Religare Trustee Company Limited

Religare Capital Markets International (Mauritius) Limited

Religare Capital Markets (HK) Limited (Now known as Religare Global Asset Management (HK) Limited)(Name Changed from Religare Capital Markets (HK)Limited to Religare (Hong Kong) Limited w.e.f December 02, 2010;) (Name Changed from Religare (Hong Kong) Limited to Religare Global Asset Management (HK) Limited w.e.f December 13, 2010;

Religare Capital Market (UK) Limited

Religare Capital Markets Plc

Hichens, Harrison (Middle East) Limited

Hichens, Harrison (Ventures) Limited

Religare Capital Markets (Pty) Ltd (Formerly Religare Hichens, Harrison (Pty) Ltd.)(Name changed w.e.f. October 4, 2010)

Hichens Harrison Global Consultoria Internacional Ltda

Religare Capital Markets Pte. Ltd. (Now known as Religare Capital Markets Advisers Pte Limited)(Name Changed from

Religare Finvest Limited

F-41

Religare Capital Markets Pte Limited to Religare Capital Markets Advisers Pte Limited w.e.f December 07, 2010)

Religare Capital Markets Inc.

London Wall Nominees Limited

Charterpace Limited

Blamire Limited

HH1803.com Limited

Hichens, Harrisons (Far East) Pte. Ltd.

Tobler (Mauritius) Limited

Tobler UK Limited

Religare Advisory Services Limited (Formerly Religare Advisory Services Private Limited)

Religare Global Asset Management Japan Co. Limited

Religare Investment Advisory (Mauritius)

Religare Investment Holdings (UK) Ltd.

Religare Commodities Limited (Became wholly owned Subsidiary of RSL w.e.f May 31, 2010)

Religare Bullion Limited (Became wholly owned subsidiary of RCL w.e.f June 26, 2010

Religare Securities Australia Pty Limited (formely known as Relsec Australia Pty Ltd.)(Name changed from “Relsec Australia Pty Limited to “Religare Securities Australia Pty Limited” w.e.f November 17, 2010)

Religare Share Brokers Limited (Incorporated as wholly owned subsidiary of Religare Securities Limited)

Bartleet Mallory Stock Brokers (Private) Limited (50% stake acquired by Religare Capital Markets International (Mauritius) Limited w.e.f.November 4, 2010.)

Relsec Nominees No.1 Pty Limited (Incorporated as wholly owned subsidiaries of Religare Securities Australia Pty Limited w.e.f November 30, 2010)

Relsec Nominees No.2 Pty Limited (Incorporated as wholly owned subsidiaries of Religare Securities Australia Pty Limited w.e.f November 30, 2010)

Northgate Capital LLC (Religare Enterprises Limited through a wholly subsidiary Religare Global Asset Management Inc. acquired 70% stake in Northgate Capital LLC w.e.f December 01, 2010;)

Northgate Capital LP (Religare Enterprises Limited through a wholly subsidiary Religare Global Asset Management Inc. acquired 70% stake in Northgate Capital LP w.e.f December 01, 2010;)

Kyte Management Limited (KML) (Religare Capital Markets Plc acquired 100% stake in Kyte Management Limited (KML), acting through its wholly owned subsidiaries Central Joint Enterprises Limited, Hong Kong [now known as Religare Capital Markets (Hong Kong) Limited] and Central Joint Enterprises Pte Limited, Singapore (now known as Religare Capital Markets (Singapore) Pte Limited], trading as "Aviate Global" w.e.f December 09, 2010;)

Central Joint Enterprises Limited, Hong Kong (now known as Religare Capital Markets (Hong Kong) Limited)(Became wholly owned subsidiary of Religare Capital Markets Plc w.e.f December 09, 2010 consequent of the acquisition of Kyte Management Limited (KML)

Religare Finvest Limited

F-42

Central Joint Enterprises Pte Limited, Singapore (now known as Religare Capital Markets (Singapore) Pte Limited](Became wholly owned subsidiary of Religare Capital Markets Plc w.e.f December 09, 2010 consequent of the acquisition of Kyte Management Limited (KML)

Barnard Jacobs Mellet (UK) Limited (now known as Religare Capital Markets (EMEA) Limited)(Religare Capital Markets Plc acquired 100% stake in Barnard Jacobs Mellet (UK) Limited (now known as Religare Capital Markets (EMEA) Limited) on December 14, 2010;)

7. Joint Ventures of Holding Company Religare Macquarie Wealth Management Limited Aegon Religare Life Insurance Company Limited

8. Joint Ventures of fellow subsidiary Milestone Religare Investment Advisors Private Limited

9. Enterprises over which key (4) and (5) are able to exercise significant influence with whom transactions have taken place

Oscar Investments Limited Fortis Hospotel Limited International Hospital Limited

RHC Holding Private Limited

Dion Global Solutions Limited (Name Changed from Religare Technova Limited to Dion Global Solutions Limited w.e.f December 28, 2010) Religare Technova Global Solutions Limited merged with Religare Technova Limited wef August 16th 2010)

Religare Voyages Limited

Religare Aviation Limited

Religare Travels (India) Limited

Super Religare Laboratories Limited

Religare Wellness Limited

Religare Technologies Limited (Religare Technova Business Intelect Limited and Religare Technova IT Services Limited merged with Religare Technologies Limited wef August 16th 2010) Religare Aviation Training Academy Limited (Converted from Private Company to Public Company w.e.f March 25, 2011)

Religare Finvest Limited

F-43

For Financial Year 2009-10

Nature of Relationship Name of Party

1. Holding Company/Controlling Entity Religare Enterprises Ltd.

2. Fellow Subsidiaries Religare Securities Limited Religare Commodities Limited Religare Insurance Broking Limited Religare Venture Capital Limited Religare Capital Markets Limited Religare Realty Limited

Religare Arts Initiative Limited Religare General Insurance Company Limited (formerly Religare Insurance Holding Company Limited) Religare Finance Limited Religare United Soccer Limited (formed on 08/04/2008) Vistaar Religare Capital Advisors Limited (w.e.f. 17/04/2009)* Maharishi Housing Development Finance Corporation Limited (w.e.f. 15/06/2009)

3. Individuals owning directly or indirectly Mr. Malvinder Mohan Singh interest in voting power that gives Mr. Shivinder Mohan Singh them control

4. Key Management personnel Mr. Atul Gupta (Whole time Director)

Mr. J.S.Grewal (Whole time Director) Mr. Kavi Arora (Chief Executive Officer)

5. Subsidiaries of fellow subsidiary Religare Arts Investment Management Limited.

Religare Asset Management Company Limited. (Converted into Public Company w.e.f June 25, 2009) Religare Trustee Company Private Limited (Now known as Religare Trustee Company Limited, Conversion in to Public Company w.e.f September 11, 2009) Religare Capital Markets International (Mauritius) Limited Religare Capital Markets International (UK) Limited Religare Hichens, Harrison plc (Now known as Religare Capital Markets Plc, Name changed w.e.f. March 10, 2010) Hichens, Harrison (Middle East) Limited Hichens, Harrison (Ventures) Limited Hichens Harrison Commodities Limited (Dissolved w.e.f. February 16, 2010) Hichens, Harrison (Derivatives) LLP Blomfield Corporate Finance Limited (Now Religare Capital Markets (UK) Limited, Name changed w.e.f. March 11, 2010) Religare Hichens, Harrison (Pty) Ltd. Religare Hichens Harrison Consultoria Internacional Ltda. Religare Hichens, Harrison Pte Ltd. (Now known as Religare Capital Markets Pte. Ltd, Name changed w.e.f. February 11, 2010) Religare Hichens Harrison Inc. ((Now known as Religare Capital Markets Inc, Name changed w.e.f. February 4, 2010) London Wall Nominees Limited Charterpace Limited Blamire Limited Blomfield Street Securities Limited African Communication Services (Proprietary) Limited HH1803.com Limited

Religare Finvest Limited

F-44

ARM Corporate Finance Limited Medserve (ME) Limited (Dissolved w.e.f. February 16, 2010) Claridge House Services Limited Hichens, Harrisons (Far East) Pte. Ltd. Tobler (Mauritius) Limited (w.e.f. 04/06/2009 #) Tobler UK Limited (w.e.f. 04/06/2009 @) Asian Bio Fuels Ltd (Dissolved w.e.f. 19/05/2009) Hichens, Harrison (Africa) Limited (Dissolved w.e.f. 26/05/2009) HDIM Limited (Dissolved w.e.f. 26/05/2009) Hichens, Harrison (North America) Limited (Dissolved w.e.f. 26/05/2009) Blomfield Capital Limited (Dissolved w.e.f. 26/05/2009) Blomfield Investment Management Limited (Dissolved w.e.f. 26/05/2009) African Bio Fuels Limited (Dissolved w.e.f. 26/05/2009) African Wireless Limited (Dissolved w.e.f. 26/05/2009) South America Wireless Telecommunications Limited (Dissolved w.e.f. 26/05/2009) Hichens Investment Management Limited (Dissolved w.e.f. 26/05/2009) Vivaldi Corporate Finance Limited (Dissolved w.e.f. 26/05/2009) Student Accommodation Company (India) Limited (Dissolved w.e.f. 26/05/2009) Hichens, Harrison (Asia) Limited (Dissolved w.e.f. 26/05/2009) Hichens, Harrison (South America) Limited (Dissolved w.e.f. 16/06/2009) Religare Global Asset Management Japan Co. Limited (Become wholly owned subsidiary of Religare Hichens Harrison w.e.f. 15/12/2009) Religare Investment Advisory (Mauritius) (Become wholly owned subsidiary of Religare Hichens Harrison w.e.f. 16/12/2009) Religare Investment Holdings (UK) Ltd. (Subsidiary of Religare Hichens, Harrison plc, w.e.f January 21, 2010) Evolvence Advisory Services Private Limited (Now known as Religare Advisory Services Private Limited w.e.f August 12, 2009) (Converted into public company w.e.f. October 05, 2009 – Religare Advisory Services Limited, w.e.f. 01/07/2009 (as wholly owned subsidiary of RVCL)

6. Joint Ventures of Holding Company Religare Macquarie Wealth Management Limited (formerly Religare

Wealth Management Services Limited) (w.e.f. 13/03/2008) Aegon Religare Life Insurance Company Limited (vide Joint Venture agreement dated 19/06/2007)

7. Joint Ventures of fellow subsidiary Religare Aegon Asset Management Company Private Limited (formed on 13/02/2008)*** Religare Aegon Trustee Company Private Limited (formed on 13/02/2008)*** Milestone Religare Investment Advisors Private Limited (formed on April 8, 2009)

*** discontinued w.e.f. February 25, 2009

8. Enterprises over which key (3) and (4) Super Religare Laboratories Limited are able to exercise significant influence Religare Technova Limited with whom transactions have taken place (Formerly Fortis Financial Services Limited)

RHC Holding (P) Ltd (formerly Ranbaxy Holding Company, Solaris

Finance(P) Limited) Religare Technova Business Intellect Limited

(Formerly Fortis Business Intellect Limited)

Religare Finvest Limited

F-45

Religare Technova Global Solutions Limited* (Formerly Asian CERC information Technology Limited)

Religare Technova IT Services Limited (formerly Fortis Technologies (P) Limited) Fortis HealthCare Limited

Oscar Investments Limited Religare Wellness Limited (Formerly Fortis Health World

Limited) Fortis Hospital Limited Vistaar Religare Films Limited Vistaar Religare Media Limited

AEGON Religare Life Insurance Company Limited Religare Aviation Limited Religare Travels (India) Limited Religare Voyages Limited

For Financial Year 2008-09

Nature of Relationship Name of Party

1. Holding Company/Controlling Entity Religare Enterprises Ltd.

2. Fellow Subsidiaries Religare Securities Limited

Religare Commodities Limited Religare Insurance Broking Limited Religare Venture Capital Private Limited Religare Capital Markets Limited Religare Realty Limited

Religare Arts Initiative Limited Religare General Insurance Company Limited (formerly Religare Insurance Holding Company Limited) Religare Finance Limited Religare United Soccer Limited (formed on 08/04/2008) Maharishi Housing Development Finance Corporation Limited (w.e.f. 28/05/2009)

3. Individuals owning directly or indirectly Mr. Malvinder Mohan Singh interest in voting power that gives Mr. Shivinder Mohan Singh them control 4. Key Management personnel Mr. Atul Gupta (Whole time Director)

Mr. J.S.Grewal (Whole time Director) 5. Subsidiaries of fellow subsidiary

Religare Capital Markets International (Mauritius) Limited (w.e.f.09/04/2008) (formerly known as LM Capital Market Intt. (M) Limited

Religare Capital Markets International (UK) Limited (became subsidiary of Religare Capital Markets International (Mauritius) Limited formed on 08/04/2008 (w.e.f. 09/04/2008) (formerly known as ENIGMACO Limited) Religare Hichens, Harrison Co., Plc.(became subsidiary of Religare Capital Markets International (UK) Limited (w.e.f. May 23, 2008)

ARM Corporate Finance Limited**

(Previously Oakleigh Renown Ltd)

Blomfield Corporate Finance Limited**

Religare Finvest Limited

F-46

Blomfield Capital Limited**

Blomfield Investment Management Limited **

(dissolved w.e.f. 26/05/2009)

Blomfield Street Securities Limited** Charterpace Limited**

Religare Hichens,Harrison PTE Limited**

Religare Hichens Harrison Inc

HDIM Limited** (dissolved w.e.f. 26/05/2009) Hichens, Harrison (Asia) Ltd** (dissolved w.e.f.26/05/2009) Hichens, Harrison (Africa) (Pty) Limited**

Hichens, Harrison (Middle East) Ltd**

Religare Hichens, Harrison (South America) Ltd** (dissolved w.e.f. 26/05/2009) Hichens, Harrison (Ventures) Ltd**

Hichens, Harrison (Derivatives) LLP**

London Wall Nominees Limited**

African Bio Fuels Ltd**

Asian Bio Fuels Ltd** (dissolved w.e.f. 26/05/2009)

African Wireless Ltd** (dissolved w.e.f. 26/05/2009)

South American Wireless Telecommunication Ltd**

Student Accommodation Company (India) Ltd** (dissolved w.e.f. 26/05/2009) Hichens Harrison Global Consultoria Internacional Ltda**

HH1803.Com Limited**

Claridge House Services Limited**

Hichens,Harrison(North America) Limited**

(dissolved w.e.f. 26/05/2009)

Hichens Investment Management Limited**

African Communications Services Proprietary Ltd**

Blamire Ltd**

Religare Arts Investment Management Limited (became subsidiary of Religare Arts Initiative Limited w.e.f.16/04/2008)

Tobler (Mauritius) Limited (w.e.f. 26/05/2009)

Tobler (UK) Limited (w.e.f. 26/05/2009)

6. Joint Ventures of Holding Company Religare Macquarie Wealth Management Limited (formerly Religare Wealth Management Services Limited) (w.e.f. 13/03/2008) Aegon Religare Life Insurance Company Limited (vide Joint Venture agreement dated 19/06/2007) Vistaar Religare Capital Advisors Limited (vide Shareholders agreement dated 26/02/2008)

7. Joint Ventures of fellow subsidiary Religare Aegon Asset Management Company Private Limited (formed on 13/02/2008)*** Religare Aegon Trustee Company Private Limited (formed on 13/02/2008)*** Milestone Religare Investment Advisors Private Limited (formed on April 8, 2009)

** subsidiaries of Religare Hichens Harrisons, Plc *** discontinued w.e.f. February 25, 2009 8. Enterprises over which key (3) and (4) Super Religare Laboratories Limited

are able to exercise significant influence Religare Technova Limited

Religare Finvest Limited

F-47

with whom transactions have taken place (Formerly Fortis Financial Services Limited) Religare Technova Business Intellect Limited

(Formerly Fortis Business Intellect Limited) Religare Technova IT Services Limited (formerly Fortis Technologies (P) Limited) Fortis HealthCare Limited

Oscar Investments Limited Religare Wellness Limited (Formerly Fortis Health World Limited)

Religare Macquarie Wealth Management Limited (formerly Religare Wealth Management Services Limited) Religare Travels (India) Limited AEGON Religare Life Insurance Company Limited Fortis Hospotel Limited International Hospital Limited Religare Aviation Limited Ranbaxy Laboratories Limited Religare Voyages Limited

For Financial Year 2007-08

Nature of Relationship Name of Party

1.Holding Company/Controlling Entity Religare Enterprises Ltd.

2.a) Fellow Subsidiaries Religare Securities Limited

Religare Arts Initiative Limited Religare Commodities Limited Religare Insurance Broking Limited Religare Venture Capital Private Limited Religare Capital Markets Limited Religare Realty Limited

Religare Macquarie Wealth Management Limited (formerly Religare Wealth Management Services Limited)* Religare General Insurance Company Limited (formerly Religare Insurance Holding Company Limited) Religare Finance Limit Religare United Soccer Limited (formed on 08/04/2008)

b) Subsidiaries of fellow subsidiary Religare Capital Markets International (Mauritius) Limited (became subsidiary of Religare Capital Markets Limited on 09/04/2008) Religare Capital Markets International (UK) Limited (became subsidiary of Religare Capital Markets International (Mauritius) Limited on 08/04/2008) Hichens Harrisions & Co. (PLC) (became subsidiary of Religare Capital Markets International (UK) Limited on May 22, 2008) Religare Arts Investment Management Limited (became subsidiary of Religare Arts Initiative Ltd. on 16/04/2008 )

c) Joint Venture of Holding Company Religare Macquarie Wealth Management Limited (formed on

13/03/2008)

d) Joint Ventures of fellow subsidiary Religare Aegon Asset Management Company Private Limited (formed on 13/02/2008)

Religare Aegon Trustee Company Private Limited (formed on 13/02/2008)

Religare Finvest Limited

F-48

3. Individuals owning directly or indirectly Mr. Malvinder Mohan Singh interest in voting power that gives Mr. Shivinder Mohan Singh them control 4. Key Management personnel Mr. Atul Gupta (Whole time Director) Mr. J.S.Grewal (Whole time Director)

5. Enterprises over which key (3) and (4) Ranbaxy Holding Company

are able to exercise significant influence Ranbaxy Laboratories Limited with whom transactions have taken place Fortis Financial Services Limited

Oscar Investments Limited Fortis Healthcare Limited

Religare Macquarie Wealth Management Limited (formerly Religare Wealth Management Services Limited)**

*upto March 12, 2008 **w.e.f March 13, 2008

For Financial Year 2006-07 Nature of Relationship Name of Party

1. Holding Company/Controlling Entity Religare Enterprises Ltd.

2. Fellow Subsidiaries Religare Securities Limited

Religare Commodities Limited Religare Insurance Broking Limited Religare Venture Capital Pvt. Limited Religare Finance Limited Religare Wealth Management Limited Religare Capital Market Limited Religare Realty Limited

3. Individuals owning directly or indirectly Mr. Malvinder Mohan Singh interest in voting power that gives them Mr. Shivinder Mohan Singh control

4. Key Management personnel Mr. Sunil Godhwani Mr. Atul Gupta

5. Enterprises over which key (3) and (4) Ranbaxy Holding Company are able to exercise significant influence Ranbaxy Laboratories Limited

with whom transactions have taken place Fortis Financial Services Limited

Religare Finvest Limited

F-49

Following transactions were carried out during the year 2010-11 with related parties in the ordinary course of business (`̀̀̀ in million)

Nature of Transactions Name of the Related Party Holding

Company

Fellow

Subsidiary

Companies

Joint

Venture of

Holding

Company

Individuals

owning directly

or indirectly

interest in voting

power that gives

them control

Key

Manageme

nt

Personnel

Enterprises over

which Key

Management

Personnel/Relatives

thereof are having

Significant Influence

Total

FINANCE

Inter Corporate Deposits

Taken

Religare Enterprises Limited 11,654.10 - - - - - 11,654.10

REL Infrafacilities Limited - 246.50 - - - - 246.50

Religare Health Insurance Company Limited

- 1,123.50 - - - - 1,123.50

RHC Holding Private Limited - - - - - 900.00 900.00

Oscar Investments Limited - - - - - 1,037.67 1,037.67

International Hospital Limited - - - - - 5,750.00 5,750.00

Fortis Hospital Limited - - - - - 3,250.00 3,250.00

Inter Corporate Deposits

Taken Total

11,654.10 1,370.00 - - - 10,937.67 23,961.77

Inter Corporate Deposits

Repaid

Religare Enterprises Limited 11,654.10 - - - - - 11,654.10

REL Infrafacilities Limited - 462.60 - - - - 462.60

Religare Health Insurance Company Limited

- 3.50 - - - - 3.50

RHC Holding Private Limited - - - - - 900.00 900.00

Oscar Investments Limited - - - - - 1,037.67 1,037.67

International Hospital Limited - - - - - 3,753.50 3,753.50

Fortis Hospital Limited - - - - - 3,250.00 3,250.00

Inter Corporate Deposits

Repaid Total

11,654.10 466.10 - - - 8,941.17 21,061.37

Interest Paid on Inter

Corporate Deposits

Religare Enterprises Limited 42.97 - - - - - 42.97

REL Infrafacilities Limited - 5.50 - - - - 5.50

Religare Health Insurance Company Limited

- 12.90 - - - - 12.90

RHC Holding Private Limited - - - - - 0.49 0.49

Oscar Investments Limited - - - - - 1.77 1.77

International Hospital Limited - - - - - 82.61 82.61

Religare Finvest Limited

F-50

Nature of Transactions Name of the Related Party Holding

Company

Fellow

Subsidiary

Companies

Joint

Venture of

Holding

Company

Individuals

owning directly

or indirectly

interest in voting

power that gives

them control

Key

Manageme

nt

Personnel

Enterprises over

which Key

Management

Personnel/Relatives

thereof are having

Significant Influence

Total

Fortis Hospital Limited - - - - - 79.87 79.87

Interest Paid on Inter

Corporate Deposits Total

42.97 18.40 - - - 164.74 226.11

Interest Paid on Debenture

Religare Enterprises Limited 34.45 - - - - - 34.45

Interest Paid on Debenture

Total

34.45 - - - - - 34.45

Inter Corporate Deposits

given

Religare Capital Markets Limited - 673.50 - - - - 673.50

Religare Insurance Broking Limited - 125.00 - - - - 125.00

Religare Finance Limited - 12.30 - - - - 12.30

REL Infrafacilities Limited - 702.00 - - - - 702.00

DION Global Solutions Limited(formerly known as Religare Technova Limited)

- - - - - 6,572.50 6,572.50

Religare Technologies Limited - - - - - 5,861.90 5,861.90

Religare Housing Development Finance Corporation Limited

- 445.00 - - - - 445.00

Vistaar Religare Capital Advisors Limited

- 6.30 - - - - 6.30

Religare Health Insurance Company Limited

- 65.00 - - - - 65.00

Religare Advisory Services Limited - 21.00 - - - - 21.00

Religare Bullion Ltd - 1,249.69 - - - - 1,249.69

Religare Arts Initiative Limited - 96.70 - - - - 96.70

Religare Venture Capital Limited - 21.70 - - - - 21.70

Religare Aviation Limited - - - - - 17,751.11 17,751.11

Religare Voyages Limited - - - - - 681.27 681.27

Religare Aviation Training Academy Private Limited

- - - - - 29.00 29.00

Religare Travels (India) Limited - - - - - 13.00 13.00

Super Religare Laboratories Limited - - - - - 3,646.05 3,646.05

Religare Wellness Limited - - - - - 937.39 937.39

Oscar Investments Limited - - - - - 4,310.00 4,310.00

Religare Finvest Limited

F-51

Nature of Transactions Name of the Related Party Holding

Company

Fellow

Subsidiary

Companies

Joint

Venture of

Holding

Company

Individuals

owning directly

or indirectly

interest in voting

power that gives

them control

Key

Manageme

nt

Personnel

Enterprises over

which Key

Management

Personnel/Relatives

thereof are having

Significant Influence

Total

Inter Corporate Deposits

given Total

- 3,418.19 - - - 39,802.22 43,220.41

Inter Corporate Deposits

received back

Religare Insurance Broking Limited - 208.00 - - - - 208.00

Religare Capital Markets Limited - 818.90 - - - - 818.90

Religare Finance Limited - 127.30 - - - - 127.30

Religare Arts Initiative Limited - 50.00 - - - - 50.00

REL Infrafacilities Limited - 257.50 - - - - 257.50

DION Global Solutions Limited(formerly known as Religare Technova Limited)

- - - - - 5,841.50 5,841.50

Religare Technologies Limited - - - - - 5,688.30 5,688.30

Religare Housing Development Finance Corporation Limited

- 220.00 - - - - 220.00

Religare Health Insurance Company Limited

- 65.00 - - - - 65.00

Religare Bullion Ltd - 1,229.69 - - - - 1,229.69

Super Religare Laboratories Limited - - - - - 3,229.87 3,229.87

Religare Aviation Limited - - - - - 19,304.54 19,304.54

Religare Voyages Limited - - - - - 752.52 752.52

Religare Travels (India) Limited - - - - - 13.00 13.00

Religare Wellness Limited - - - - - 1,045.00 1,045.00

Oscar Investments Limited - - - - - 3,850.00 3,850.00

Inter Corporate Deposits

received back Total

- 2,976.39 - - - 39,724.73 42,701.12

Interest Received on Inter

Corporate Deposits

Religare Insurance Broking Limited - 15.20 - - - - 15.20

Religare Finance Limited - 2.54 - - - - 2.54

Religare Capital Markets Limited - 9.09 - - - - 9.09

REL Infrafacilities Limited - 14.17 - - - - 14.17

Religare Venture Capital Limited - 18.14 - - - - 18.14

Vistaar Religare Capital Advisors Limited

- 0.56 - - - - 0.56

Religare Finvest Limited

F-52

Nature of Transactions Name of the Related Party Holding

Company

Fellow

Subsidiary

Companies

Joint

Venture of

Holding

Company

Individuals

owning directly

or indirectly

interest in voting

power that gives

them control

Key

Manageme

nt

Personnel

Enterprises over

which Key

Management

Personnel/Relatives

thereof are having

Significant Influence

Total

Religare Health Insurance Company Limited

- 0.70 - - - - 0.70

Religare Arts Initiative Limited - 13.61 - - - - 13.61

DION Global Solutions Limited(formerly known as Religare Technova Limited)

- - - - - 96.83 96.83

Religare Technologies Limited - - - - - 93.02 93.02

Religare Aviation Training Academy Private Limited

- - - - - 0.59 0.59

Super Religare Laboratories Limited - - - - - 40.06 40.06

Religare Housing Development Finance Corporation Limited

- 4.57 - - - - 4.57

Religare Advisory Services Limited - 2.91 - - - - 2.91

Religare Bullion Ltd - 5.39 - - - - 5.39

Religare Aviation Limited - - - - - 165.67 165.67

Religare Voyages Limited - - - - - 2.13 2.13

Religare Travels (India) Limited - - - - - 0.30 0.30

Religare Wellness Limited - - - - - 23.88 23.88

Oscar Investments Limited - - - - - 15.60 15.60

Interest Received on Inter

Corporate Deposits Total

- 86.88 - - - 438.08 524.96

Loan to Group Employees

Religare Enterprises Limited 7.18 - - - - - 7.18

Loan to Group Employees

Total

7.18 - - - - - 7.18

Allotment of Shares

Religare Enterprises Limited (Equity)

600.00 - - - - - 600.00

Religare Capital Market Limited (Preference)

- 1,000.00 - - - - 1,000.00

Allotment of Shares Total 600.00 1,000.00 - - - - 1,600.00

Dividend Paid / Payable Equity - - - - - -

Religare Enterprises Limited 259.98 - - - - - 259.98

Dividend Paid / Payable

Total

259.98 - - - - - 259.98

Purchase of Investment -

Religare Enterprises Limited 973.34 - - - - - 973.34

Religare Finvest Limited

F-53

Nature of Transactions Name of the Related Party Holding

Company

Fellow

Subsidiary

Companies

Joint

Venture of

Holding

Company

Individuals

owning directly

or indirectly

interest in voting

power that gives

them control

Key

Manageme

nt

Personnel

Enterprises over

which Key

Management

Personnel/Relatives

thereof are having

Significant Influence

Total

Purchase of Investment

Total

973.34 - - - - - 973.34

Sale of Investment

Religare Securities Limited - 1,031.50 - - - - 1,031.50

Sale of Investment Total - 1,031.50 - - - - 1,031.50

Sale of Bond

Religare Capital Markets Limited - 1,096.55 - - - - 1,096.55

RHC Holding Private Limited - - - - - 2,037.58 2,037.58

Religare Health Insurance Company Limited

- 203.42 - - - - 203.42

Sale of Bond Total - 1,299.97 - - - 2,037.58 3,337.55

Purchase of Bond

Religare Capital Markets Limited - 1,617.76 - - - - 1,617.76

RHC Holding Private Limited - - - - - 1,444.48 1,444.48

Religare Health Insurance Company Limited

- 115.33 - - - - 115.33

Purchase of Bond Total - 1,733.09 - - - 1,444.48 3,177.57

Commission Paid

Religare Macquarie Wealth Management Limited

- - 9.25 - - - 9.25

Commission Paid Total - - 9.25 - - - 9.25

Assignment of receivables

Religare Housing Development Finance Corporation Limited

- 143.85 - - - - 143.85

Assignment of receivables

Total

- 143.85 - - - - 143.85

Security Deposit Refund Religare Insurance Broking Limited - 6.37 - - - - 6.37

Security Deposit Refund

(Total)

- 6.37 - - - - 6.37

Advance against Salary Religare Insurance Broking Limited - 0.85 - - - - 0.85

Advance against

Salary(Total)

- 0.85 - - - - 0.85

Margin with Exchange Pledged on Behalf of other companies

-

(In form of FDR's) Religare Securities Limited - 799.90 - - - - 799.90

Religare Finvest Limited

F-54

Nature of Transactions Name of the Related Party Holding

Company

Fellow

Subsidiary

Companies

Joint

Venture of

Holding

Company

Individuals

owning directly

or indirectly

interest in voting

power that gives

them control

Key

Manageme

nt

Personnel

Enterprises over

which Key

Management

Personnel/Relatives

thereof are having

Significant Influence

Total

Margin with Exchange

Pledged on Behalf of other

companies (Total)

- 799.90 - - - - 799.90

TRADING

TRANSACTIONS

Broking Transactions Religare Securities Limited - 2,910,149.11 - - - - 2,910,149.11

Religare Capital Markets Limited - 613,412.43 - - - - 613,412.43

Religare Commodities Limited - 4,217.87 - - - - 4,217.87

Margin Money Given Religare Securities Limited - 14.24 - - - - 14.24

Religare Capital Markets Limited - 21.46 - - - - 21.46

Religare Commodities Limited - 21.46 - - - - 21.46

Interest On Margin (DP

Charges)

Religare Securities Limited - 0.98 - - - - 0.98

Brokerage Paid Religare Securities Limited - 21.58 - - - - 21.58

Religare Capital Markets Limited - 5.51 - - - - 5.51

Religare Commodities Limited - 0.04 - - - - 0.04

TRADING

TRANSACTIONS Total

- 3,527,864.68 - - - - 3,527,864.68

Lease rentals

Religare Enterprises Limited 2.90 - - - - - 2.90

Religare Securities Limited - 4.02 - - - - 4.02

Religare Capital Markets Limited - 2.05 - - - - 2.05

Vistaar Religare Capital Advisors Limited

- 1.15 - - - - 1.15

DION Global Solutions Limited(formerly known as Religare Technova Limited)

- - - - - 2.56 2.56

Religare Technologies Limited - - - - - 5.85 5.85

Super Religare Laboratories Limited - - - - - 7.26 7.26

Religare Asset management Company Limited

- 4.96 - - - - 4.96

Lease rentals Total 2.90 12.18 - - - 15.67 30.75

Expense Reimbursement to

other Companies

Religare Securities Limited - 27.54 - - - - 27.54

Religare Finvest Limited

F-55

Nature of Transactions Name of the Related Party Holding

Company Fellow

Subsidiary

Companies

Joint

Venture of

Holding

Company

Individuals

owning directly

or indirectly

interest in voting

power that gives

them control

Key

Manageme

nt

Personnel

Enterprises over

which Key

Management

Personnel/Relatives

thereof are having

Significant Influence

Total

Religare Insurance Broking Limited - 34.09 - - - - 34.09

Religare Enterprises Limited 203.79 - - - - - 203.79

Religare Commodities Limited - 0.15 - - - - 0.15

REL Infrafacilities Limited - 25.30 - - - - 25.30

Religare Capital Markets Limited - 0.84 - - - - 0.84

Religare Arts Initiative Limited - 0.11 - - - - 0.11

Religare Macquarie Wealth Management Limited

- - 0.04 - - - 0.04

Religare Finance Limited - 2.38 - - - - 2.38

RHC Holding Private Limited - - - - - 62.07 62.07

Religare Health Insurance Company Limited

- 0.21 - - - - 0.21

Religare Asset management Company Limited

- 0.24 - - - - 0.24

Religare Technologies Limited - - - - - 43.25 43.25

DION Global Solutions Limited(formerly known as Religare Technova Limited)

- - - - - 3.90 3.90

Religare Travels (India) Limited - - - - - 13.74 13.74

Expense Reimbursement to

other Companies Total

203.79 90.86 0.04 - - 122.96 417.65

Expense Reimbursement by

other Companies

Religare Securities Limited - 4.81 - - - - 4.81

Religare Enterprises Limited 1.75 - - - - - 1.75

Religare Capital Markets Limited - 0.49 - - - - 0.49

Religare Commodities Limited - 0.41 - - - - 0.41

REL Infrafacilities Limited - 3.72 - - - - 3.72

Religare Arts Initiative Limited - 0.11 - - - - 0.11

Religare Housing Development Finance Corporation Limited

- 0.11 - - - - 0.11

Religare Asset management Company Limited

- 5.78 - - - - 5.78

Religare Macquarie Wealth Management Limited

- - 0.24 - - - 0.24

Religare Finance Limited - 0.01 - - - - 0.01

Religare Finvest Limited

F-56

Nature of Transactions Name of the Related Party Holding

Company Fellow

Subsidiary

Companies

Joint

Venture of

Holding

Company

Individuals

owning directly

or indirectly

interest in voting

power that gives

them control

Key

Manageme

nt

Personnel

Enterprises over

which Key

Management

Personnel/Relatives

thereof are having

Significant Influence

Total

Religare Insurance Broking Limited - 3.50 - - - - 3.50

Expense Reimbursement by

other Companies Total

1.75 18.94 0.24 - - - 20.93

Other Receivable

Religare Commodities Limited - 11.14 - - - - 11.14

Religare Insurance Broking Limited - 5.76 - - - - 5.76

Religare Capital Markets Limited - 128.37 - - - - 128.37

Religare Securities Limited - 1,625.99 - - - - 1,625.99

Vistaar Religare Capital Advisors Limited

- 0.64 - - - - 0.64

Religare Health Insurance Company Limited

- 0.07 - - - - 0.07

Other Receivable Total - 1,771.97 - - - - 1,771.97

Allocation of Expenses

recovered

Aegon Religare Life Insurance Company Limited

- - 45.67 - - - 45.67

Religare Housing Development Finance Corporation Limited

- 3.60 - - - - 3.60

Allocation of Expenses

recovered Total

- 3.60 45.67 - - - 49.27

Allocation of Expenses paid

Religare Enterprises Limited 343.28 - - - - - 343.28

Religare Finance Limited - 31.54 - - - - 31.54

Vistaar Religare Capital Advisors Limited

- 5.15 - - - - 5.15

Religare Housing Development Finance Corporation Limited

- 2.62 - - - - 2.62

REL Infrafacilities Limited - 345.32 - - - - 345.32

Allocation of Expenses paid

Total

343.28 384.63 - - - - 727.91

Purchase of Fixed Asset

Religare Technologies Limited - - - - - 6.89 6.89

Purchase of Fixed Asset

Total

- - - - - 6.89 6.89

Remuneration to Key

Management Personnel

Religare Finvest Limited

F-57

Nature of Transactions

Name of the Related Party Holding

Company Fellow

Subsidiary

Companies

Joint

Venture of

Holding

Company

Individuals

owning directly

or indirectly

interest in voting

power that gives

them control

Key

Manageme

nt

Personnel

Enterprises over

which Key

Management

Personnel/Relatives

thereof are having

Significant Influence

Total

J.S.Grewal - - - - 69.44 -

Atul Gupta - - - - -

69.44

Remuneration to Key

Management Personnel

Total

- - - - 69.44 - 69.44

OUTSTANDING AS ON

MARCH 31, 2011

Receivable

Unsecured Loans

Religare Insurance Broking Limited - 107.56 - - - - 107.56

REL Infrafacilities Limited - 444.50 - - - - 444.50

Religare Arts Initiative Limited - 162.91 - - - - 162.91

Religare Venture Capital Limited - 168.15 - - - - 168.15

Vistaar Religare Capital Advisors Limited

- 6.30 - - - - 6.30

Religare Housing Development Finance Corporation Limited

- 225.00 - - - - 225.00

Religare Advisory Services Limited - 31.10 - - - - 31.10

Religare Bullion Ltd - 20.00 - - - - 20.00

Aegon Religare Life Insurance Company Limited

- - 17.04 - - - 17.04

DION Global Solutions Limited(formerly known as Religare Technova Limited)

- - - - - 1,290.50 1,290.50

Religare Technologies Limited - - - - - 373.70 373.70

Religare Aviation Training Academy Private Limited

- - - - - 29.00 29.00

Super Religare Laboratories Limited - - - - - 771.00 771.00

Religare Wellness Limited - - - - - 29.39 29.39

Oscar Investments Limited - - - - - 460.00 460.00

Unsecured Loans Total - 1,165.52 17.04 - - 2,953.59 4,136.15

Receivables (Interest on

unsecured loan)

Religare Insurance Broking Limited - 4.56 - - - - 4.56

Religare Finance Limited - 0.00 - - - - 0.00

Religare Arts Initiative Limited - 4.07 - - - - 4.07

Religare Finvest Limited

F-58

Nature of Transactions Name of the Related Party Holding

Company Fellow

Subsidiary

Companies

Joint

Venture of

Holding

Company

Individuals

owning directly

or indirectly

interest in voting

power that gives

them control

Key

Manageme

nt

Personnel

Enterprises over

which Key

Management

Personnel/Relatives

thereof are having

Significant Influence

Total

Religare Venture Capital Limited - 4.70 - - - - 4.70

Vistaar Religare Capital Advisors Limited

- 0.30 - - - - 0.30

REL Infrafacilities Limited - 11.41 - - - - 11.41

Super Religare Laboratories Limited - - - - - 15.55 15.55

DION Global Solutions Limited(formerly known as Religare Technova Limited)

- - - - - 43.48 43.48

Religare Housing Development Finance Corporation Limited

- 4.38 - - - - 4.38

Religare Technologies Limited - - - - - 49.49 49.49

Religare Advisory Services Limited - 0.86 - - - - 0.86

Religare Bullion Ltd - 4.29 - - - - 4.29

Religare Aviation Training Academy Private Limited

- - - - - 0.59 0.59

Religare Aviation Limited - - - - - 4.43 4.43

Religare Wellness Limited - - - - - 11.98 11.98

Oscar Investments Limited - - - - - 14.58 14.58

Receivables (Interest on

unsecured loan) Total

- 34.57 - - - 140.10 174.67

Interest on Margin Money

Receivable

Religare Securities Limited - 14.24 - - - - 14.24

Religare Capital Markets Limited - 21.46 - - - - 21.46

Religare Commodities Limited - 21.46 - - - - 21.46

Interest on Margin Money

Receivable Total

- 57.16 - - - - 57.16

Security Deposits

Receivables

REL Infrafacilities Limited - 192.84 - - - - 192.84

Security Deposits

Receivables Total

- 192.84 - - - - 192.84

Payable

Unsecured Loans

Religare Health Insurance Company Limited

- 1,120.00 - - - - 1,120.00

Religare Finvest Limited

F-59

Nature of Transactions

Name of the Related Party Holding

Company Fellow

Subsidiary

Companies

Joint

Venture of

Holding

Company

Individuals

owning directly

or indirectly

interest in voting

power that gives

them control

Key

Manageme

nt

Personnel

Enterprises over

which Key

Management

Personnel/Relatives

thereof are having

Significant Influence

Total

International Hospital Limited - - - - - 1,996.50 1,996.50

Unsecured Loans Total - 1,120.00 - - - 1,996.50 3,116.50

Payables (Interest on

unsecured loan)

Religare Health Insurance Company Limited

- 11.61 - - - - 11.61

Religare Enterprises Limited 16.90 - - - - - 16.90

Payables (Interest on

unsecured loan) Total

16.90 11.61 - - - - 28.51

Current Account Payables -

Religare Enterprises Limited 86.02 - - - - - 86.02

REL Infrafacilities Limited - 29.21 - - - - 29.21

Religare Capital Markets Limited - 0.70 - - - - 0.70

Religare Securities Limited - 2.82 - - - - 2.82

Religare Finance Limited - 0.81 - - - - 0.81

Religare Macquarie Wealth Management Limited

- - 3.03 - - - 3.03

Current Accounts Total 86.02 33.54 3.03 - - - 122.59

Corporate Guarantee

Taken

Religare Enterprises Limited 2,840.00 - - - - - 2,840.00

Corporate Guarantee

Taken Total

2,840.00 - - - - - 2,840.00

Religare Finvest Limited

F-60

Following transactions were carried out during the year 2009-10 with related parties in the ordinary course of business (`̀̀̀ in million)

Nature of Transactions Name of the Related Party Holding

Company

Fellow

Subsidiary

Companies

Joint

Venture

of

Holding

Company

Individuals

owning directly

or indirectly

interest in voting

power that gives

them control

Key

Manageme

nt

Personnel

Enterprises over

which Key

Management

Personnel/Relatives

thereof are having

Significant Influence

Total

FINANCE

Inter Corporate Deposits Taken

REL Infrafacilities Limited - 769.20 - - - - 769.20

Religare Health Insurance Company Limited - 15.00 - - - - 15.00

RHC Holding Private Limited - - - - - 4,464.00 4,464.00

Inter Corporate Deposits

Taken Total

- 784.20 - - - 4,464.00 5,248.20

Inter Corporate Deposits

Repaid

REL Infrafacilities Limited - 553.10 - - - - 553.10

Religare Health Insurance Company Limited

- 19.50 - - - - 19.50

RHC Holding Private Limited - - - - - 5,814.00 5,814.00

Inter Corporate Deposits

Repaid Total

- 572.60 - - - 5,814.00 6,386.60

Interest Paid on Inter

Corporate Deposits

REL Infrafacilities Limited - 9.31 - - - - 9.31

Religare Health Insurance Company Limited

- 0.68 - - - - 0.68

RHC Holding Private Limited - - - - - 14.34 14.34

Interest Paid on Inter

Corporate Deposits Total

- 9.99 - - - 14.34 24.33

Inter Corporate Deposits

given

Religare Commodities Limited - 160.00 - - - - 160.00

Religare Capital Markets Limited - 2,202.20 - - - - 2,202.20

Religare Insurance Broking Limited - 1,409.90 - - - - 1,409.90

Religare Finance Limited - 136.50 - - - - 136.50

DION Global Solutions Limited(formerly known as Religare Technova Limited)

- - - - - 5,686.21

5,686.21

Religare Technologies Limited - - - - - 2,235.25 2,235.25

Vistaar Religare Capital Advisors Limited - 2.00 - - - - 2.00

Religare Advisory Services Limited - 10.10 - - - - 10.10

Religare Arts Initiative Limited - 1,107.75 - - - - 1,107.75

Religare Finvest Limited

F-61

Nature of Transactions Name of the Related Party Holding

Company

Fellow

Subsidiary

Companies

Joint

Venture

of

Holding

Company

Individuals

owning directly

or indirectly

interest in voting

power that gives

them control

Key

Manageme

nt

Personnel

Enterprises over

which Key

Management

Personnel/Relatives

thereof are having

Significant Influence

Total

Religare Venture Capital Limited - 1,130.00 - - - - 1,130.00

Religare Aviation Limited - - - - - 7,259.10 7,259.10

Religare Voyages Limited - - - - - 60.45 60.45

Religare Travels (India) Limited - - - - - 2.50 2.50

Super Religare Laboratories Limited - - - - - 697.00 697.00

Religare Wellness Limited - - - - - 264.50 264.50

Oscar Investments Limited - - - - - 1,276.00 1,276.00

Inter Corporate Deposits

given Total

- 6,158.45 - - - 17,481.01 23,639.46

Inter Corporate Deposits

received back

Religare Commodities Limited - 160.00 - - - - 160.00

Religare Insurance Broking Limited - 1,533.70 - - - - 1,533.70

Religare Capital Markets Limited - 2,126.80 - - - - 2,126.80

Religare Finance Limited - 21.50 - - - - 21.50

Religare Arts Initiative Limited - 1,034.70 - - - - 1,034.70

Religare Venture Capital Limited - 996.70 - - - - 996.70

REL Infrafacilities Limited - 137.60 - - - - 137.60

DION Global Solutions Limited(formerly known as Religare Technova Limited)

-

- - - -

5,130.26

5,130.26

Religare Technologies Limited - - - - - 2,252.75 2,252.75

Vistaar Religare Capital Advisors Limited - 2.00 - - - - 2.00

Super Religare Laboratories Limited - - - - - 342.18 342.18

Religare Aviation Limited - - - - - 5,985.88 5,985.88

Religare Voyages Limited - - - - - 50.00 50.00

Religare Travels (India) Limited - - - - - 15.20 15.20

Religare Wellness Limited - - - - - 127.50 127.50

Inter Corporate Deposits

received back Total

- 6,013.00 - - - 13,903.77 19,916.77

Interest Received on Inter

Corporate Deposits

Religare Insurance Broking Limited - 47.10 - - - - 47.10

Religare Finance Limited - 0.83 - - - - 0.83

Religare Finvest Limited

F-62

Nature of Transactions Name of the Related Party Holding

Company

Fellow

Subsidiary

Companies

Joint

Venture

of

Holding

Company

Individuals

owning directly

or indirectly

interest in voting

power that gives

them control

Key

Manageme

nt

Personnel

Enterprises over

which Key

Management

Personnel/Relatives

thereof are having

Significant Influence

Total

Religare Capital Markets Limited - 39.17 - - - - 39.17

REL Infrafacilities Limited - 6.50 - - - - 6.50

Religare Venture Capital Limited - 11.96 - - - - 11.96

Vistaar Religare Capital Advisors Limited - 0.09 - - - - 0.09

Religare Arts Initiative Limited - 13.54 - - - - 13.54

DION Global Solutions Limited(formerly known as Religare Technova Limited)

-

- - - -

37.19

37.19

Religare Technologies Limited - - - - - 44.65 44.65

Super Religare Laboratories Limited - - - - - 18.79 18.79

Religare Advisory Services Limited - 0.16 - - - - 0.16

Religare Aviation Limited - - - - - 130.84 130.84

Religare Voyages Limited - - - - - 5.08 5.08

Religare Travels (India) Limited - - - - - 0.31 0.31

Religare Wellness Limited - - - - - 0.49 0.49

Interest Received on Inter

Corporate Deposits Total

- 119.35 - - - 237.35 356.70

Allotment of Shares

Religare Enterprises Limited (Equity) 10,083.00 - - - - - 10,083.00

Allotment of Shares Total 10,083.00 - - - - - 10,083.00

Dividend Paid / Payable Equity - - - - - -

Religare Enterprises Limited 383.23 - - - - - 383.23

Dividend Paid / Payable

Total

383.23 - - - - - 383.23

Commission Paid

Religare Macquarie Wealth Management Limited

- - 2.01 - - - 2.01

Religare Capital Markets Limited - 8.61 - - - - 8.61

Commission Paid Total - 8.61 2.01 - - - 10.62

Security Deposit Transfer

Religare Insurance Broking Limited - 21.05 - - - - 21.05

Security Deposit Transfer

(Total)

- 21.05 - - - - 21.05

Advance - Sar Trust -

Religare Finvest Limited

F-63

Nature of Transactions Name of the Related Party Holding

Company

Fellow

Subsidiary

Companies

Joint

Venture

of

Holding

Company

Individuals

owning directly

or indirectly

interest in voting

power that gives

them control

Key

Manageme

nt

Personnel

Enterprises over

which Key

Management

Personnel/Relatives

thereof are having

Significant Influence

Total

Religare Securities Limited - 1.03 - - - - 1.03

Advance - Sar Trust Total - 1.03 - - - - 1.03

Margin with Exchange Pledged on Behalf of other companies

-

(In form of FDR's) Religare Capital Markets Limited - 679.70 - - - - 679.70

Religare Securities Limited - 1,000.00 - - - - 1,000.00

Margin with Exchange

Pledged on Behalf of

other companies (Total)

- 1,679.70 - - - - 1,679.70

TRADING

TRANSACTIONS

Broking Transactions Religare Securities Limited - 1,566,379.95 - - - - 1,566,379.95

Religare Capital Markets Limited - 387,045.79 - - - - 387,045.79

Religare Commodities Limited - 27,187.24 - - - - 27,187.24

Margin Money Given Religare Securities Limited - 44.99 - - - - 44.99

Interest On Margin (DP

Charges)

Religare Securities Limited - 0.44 - - - - 0.44

Brokerage Paid Religare Securities Limited - 15.10 - - - - 15.10

Religare Capital Markets Limited - 3.46 - - - - 3.46

Religare Commodities Limited - 0.25 - - - - 0.25

TRADING

TRANSACTIONS Total

- 1,980,677.22 - - - - 1,980,677.22

Lease rentals

Religare Enterprises Limited 1.44 - - - - - 1.44

Religare Securities Limited - 1.83 - - - - 1.83

Religare Macquarie Wealth Management Limited

- - 0.99 - -

- 0.99

Religare Capital Markets Limited - 0.40 - - - - 0.40

Vistaar Religare Capital Advisors Limited - 0.57 - - - - 0.57

DION Global Solutions Limited(formerly known as Religare Technova Limited)

-

- - - -

0.52

0.52

Religare Technologies Limited - - - - - 8.12 8.12

Super Religare Laboratories Limited - - - - - 3.20 3.20

Religare Asset management Company Limited

- 2.06 - - -

- 2.06

Lease rentals Total 1.44 4.86 0.99 - - 11.84 19.13

Religare Finvest Limited

F-64

Nature of Transactions Name of the Related Party Holding

Company

Fellow

Subsidiary

Companies

Joint

Venture

of

Holding

Company

Individuals

owning directly

or indirectly

interest in voting

power that gives

them control

Key

Manageme

nt

Personnel

Enterprises over

which Key

Management

Personnel/Relatives

thereof are having

Significant Influence

Total

Expense Reimbursement

to other Companies

Religare Securities Limited - 34.10 - - - - 34.10

Religare Insurance Broking Limited - 41.46 - - - - 41.46

Religare Enterprises Limited 107.84 - - - - - 107.84

Religare Commodities Limited - 0.16 - - - - 0.16

REL Infrafacilities Limited - 4.94 - - - - 4.94

Religare Capital Markets Limited - 0.42 - - - - 0.42

Religare Arts Initiative Limited - 0.00 - - - - 0.00

Religare Technologies Limited - - - - - 27.84 27.84

Religare Travels (India) Limited - - - - - 11.61 11.61

Expense Reimbursement

to other Companies Total

107.84 81.08 - - - 39.45 228.37

Expense Reimbursement

by other Companies

Religare Securities Limited - 2.88 - - - - 2.88

Religare Enterprises Limited 1.93 - - - - - 1.93

Religare Capital Markets Limited - 0.33 - - - - 0.33

Religare Commodities Limited - 1.35 - - - - 1.35

REL Infrafacilities Limited - 0.03 - - - - 0.03

Religare Arts Initiative Limited - 0.00 - - - - 0.00

Religare Macquarie Wealth Management Limited

- - 0.35 - - - 0.35

Religare Insurance Broking Limited - 4.93 - - - - 4.93

Expense Reimbursement

by other Companies Total

1.93 9.52 0.35 - - - 11.80

Other Receivable

Religare Commodities Limited - 0.11 - - - - 0.11

Religare Capital Markets Limited - 974.75 - - - - 974.75

Religare Securities Limited - 2,838.01 - - - - 2,838.01

Other Receivable Total - 3,812.87 - - - - 3,812.87

Allocation of Expenses

recovered

Aegon Religare Life Insurance Company Limited

- - 36.25 - - - 36.25

Religare Finvest Limited

F-65

Nature of Transactions Name of the Related Party Holding

Company

Fellow

Subsidiary

Companies

Joint

Venture

of

Holding

Company

Individuals

owning directly

or indirectly

interest in voting

power that gives

them control

Key

Manageme

nt

Personnel

Enterprises over

which Key

Management

Personnel/Relatives

thereof are having

Significant Influence

Total

Religare Housing Development Finance Corporation Limited

- 0.60 - - - -

0.60

Allocation of Expenses

recovered Total

- 0.60 36.25 - - - 36.85

Allocation of Expenses

paid

Religare Enterprises Limited 118.57 - - - - - 118.57

Religare Insurance Broking Limited - 2.60 - - - - 2.60

Religare Housing Development Finance Corporation Limited

- 0.33

- - - - 0.33

REL Infrafacilities Limited - 216.41 - - - - 216.41

Allocation of Expenses

paid Total

118.57 219.34 - - - - 337.91

Purchase of Fixed Asset

Religare Insurance Broking Limited - 61.89 - - - - 61.89

Religare Technologies Limited - - - - - 147.85 147.85

Purchase of Fixed Asset

Total

- 61.89 - - - 147.85 209.74

Remuneration to Key

Management Personnel

J.S.Grewal - - - - -

Atul Gupta - - - - 22.66

- 22.66

Remuneration to Key

Management Personnel

Total

- - - - 22.66 - 22.66

OUTSTANDING AS ON

MARCH 31, 2010

Receivable

Unsecured Loans

Religare Insurance Broking Limited - 190.56 - - - - 190.56

Religare Finance Limited - 115.00 - - - - 115.00

Religare Capital Markets Limited - 145.40 - - - - 145.40

Religare Arts Initiative Limited - 116.21 - - - - 116.21

Religare Venture Capital Limited - 146.45 - - - - 146.45

Religare Advisory Services Limited - 10.10 - - - - 10.10

DION Global Solutions Limited(formerly known as Religare Technova Limited)

-

-

- - - 559.50

559.50

Religare Finvest Limited

F-66

Nature of Transactions Name of the Related Party Holding

Company

Fellow

Subsidiary

Companies

Joint

Venture

of

Holding

Company

Individuals

owning directly

or indirectly

interest in voting

power that gives

them control

Key

Manageme

nt

Personnel

Enterprises over

which Key

Management

Personnel/Relatives

thereof are having

Significant Influence

Total

Religare Technologies Limited - - - - - 200.10 200.10

Super Religare Laboratories Limited - - - - - 354.82 354.82

Religare Wellness Limited - - - - - 137.00 137.00

Religare Aviation Limited - - - - - 1,553.43 1,553.43

Religare Voyages Limited - - - - - 71.25 71.25

Unsecured Loans Total - 723.72 - - - 2,876.10 3,599.82

Receivables (Interest on

unsecured loan)

Religare Capital Markets Limited - 1.89 - - - - 1.89

Religare Insurance Broking Limited - 5.02 - - - - 5.02

Religare Finance Limited - 0.83 - - - - 0.83

Religare Arts Initiative Limited - 3.75 - - - - 3.75

Religare Venture Capital Limited - 3.90 - - - - 3.90

Super Religare Laboratories Limited - - - - - 9.74 9.74

DION Global Solutions Limited(formerly known as Religare Technova Limited)

-

-

- - - 18.36

18.36

Religare Technologies Limited - - - - - 10.13 10.13

Religare Advisory Services Limited - 0.16 - - - - 0.16

Religare Aviation Limited - - - - - 50.21 50.21

Religare Voyages Limited - - - - - 2.82 2.82

Religare Wellness Limited - - - - - 4.02 4.02

Receivables (Interest on

unsecured loan) Total

- 15.55 - - - 95.28 110.83

Current Account

Receivables

Religare Macquarie Wealth Management Limited

- -

7.38 - - - 7.38

Current Accounts Total - - 7.38 - - - 7.38

Security Deposits

Receivables

REL Infrafacilities Limited - 192.84 - - - - 192.84

Security Deposits

Receivables Total

- 192.84 - - - - 192.84

Payable

Unsecured Loans

Religare Finvest Limited

F-67

Nature of Transactions Name of the Related Party Holding

Company

Fellow

Subsidiary

Companies

Joint

Venture

of

Holding

Company

Individuals

owning directly

or indirectly

interest in voting

power that gives

them control

Key

Manageme

nt

Personnel

Enterprises over

which Key

Management

Personnel/Relatives

thereof are having

Significant Influence

Total

REL Infrafacilities Limited - 216.10 - - - - 216.10

Unsecured Loans Total - 216.10 - - - - 216.10

Payables (Interest on

unsecured loan)

REL Infrafacilities Limited - 2.89 - - - - 2.89

RHC Holding Private Limited - - - - - 12.28 12.28

Payables (Interest on

unsecured loan) Total

- 2.89 - - - 12.28 15.17

Current Account

Payables

-

Religare Enterprises Limited 67.20 - - - - - 67.20

REL Infrafacilities Limited - 37.53 - - - - 37.53

Religare Insurance Broking Limited - 84.60 - - - - 84.60

Religare Capital Markets Limited - 0.71 - - - - 0.71

Religare Securities Limited - 1.08 - - - - 1.08

Religare Macquarie Wealth Management Limited

- - 1.05 - - - 1.05

Current Account Total 67.20 123.92 1.05 - - - 192.17

Corporate Guarantee

Taken

Religare Enterprises Limited 4,000.00 - - - - - 4,000.00

Corporate Guarantee

Taken Total

4,000.00 - - - - - 4,000.00

Religare Finvest Limited

F-68

Following transactions were carried out during the year 2008-09 with related parties in the ordinary course of business (`̀̀̀ in million)

Nature of Transactions Name of the Related Party Holding

Company

Fellow

Subsidiary

Companies

Joint

Venture of

Holding

Company

Individuals

owning directly or

indirectly interest

in voting power

that gives them

control

Key

Management

Personnel

Enterprises over

which Key

Management

Personnel/Relativ

es thereof are

having Significant

Influence

Total

FINANCE

Inter Corporate Deposits

Taken

REL Infrafacilities Limited - 668.00 - - - - 668.00

Religare Health Insurance Company Limited - 250.50 - - - -

250.50

RHC Holding Private Limited - - - - - 12,720.50 12,720.50

Fortis Healthcare Limited - - - - - 1,277.10 1,277.10

Religare Wellness Limited - - - - - 30.00 30.00

International Hospital Limited - - - - - 27.50 27.50

Fortis Hospital Limited - - - - - 27.50 27.50

Super Religare Laboratories Limited - - - - - 909.00 909.00

Religare Macquarie Wealth Management Limited

- - 38.94 - - - 38.94

Inter Corporate Deposits

Taken Total

- 918.50 38.94 - - 14,991.60 15,949.04

Inter Corporate Deposits

Repaid

REL Infrafacilities Limited - 668.00 - - - - 668.00

Religare Health Insurance Company Limited - 246.00 - - - -

246.00

RHC Holding Private Limited - - - - - 11,370.50 11,370.50

Fortis Healthcare Limited - - - - - 2,144.60 2,144.60

Religare Wellness Limited - - - - - 30.00 30.00

International Hospital Limited - - - - - 27.50 27.50

Fortis Hospital Limited - - - - - 27.50 27.50

Super Religare Laboratories Limited - - - - - 909.00 909.00

Religare Macquarie Wealth Management Limited

- - 38.94

- -

- 38.94

Inter Corporate Deposits

Repaid Total

- 914.00 38.94 - - 14,509.10 15,462.04

Religare Finvest Limited

F-69

Nature of Transactions Name of the Related Party Holding

Company

Fellow

Subsidiary

Companies

Joint

Venture of

Holding

Company

Individuals

owning directly or

indirectly interest

in voting power

that gives them

control

Key

Management

Personnel

Enterprises over

which Key

Management

Personnel/Relativ

es thereof are

having Significant

Influence

Total

REL Infrafacilities Limited - 9.84 - - - - 9.84

Interest Paid on Inter

Corporate Deposits

Religare Health Insurance Company Limited

- 8.07 - - - -

8.07

RHC Holding Private Limited - - - - - 23.73 23.73

Fortis Healthcare Limited - - - - - 69.14 69.14

Religare Wellness Limited - - - - - 0.14 0.14

International Hospital Limited - - - - - 0.03 0.03

Fortis Hospital Limited - - - - - 0.03 0.03

Super Religare Laboratories Limited - - - - - 15.51 15.51

Religare Macquarie Wealth Management Limited

- - 0.29 - -

- 0.29

Interest Paid on Inter

Corporate Deposits Total

- 17.91 0.29 - - 108.58 126.78

Inter Corporate Deposits

given

Religare Securities Limited - 4,896.00 - - - - 4,896.00

Religare Commodities Limited - 430.00 - - - - 430.00

Religare Capital Markets Limited - 1,529.50 - - - - 1,529.50

Religare Insurance Broking Limited - 686.41 - - - - 686.41

REL Infrafacilities Limited - 517.20 - - - - 517.20

DION Global Solutions Limited(formerly known as Religare Technova Limited)

- - - - - 930.28 930.28

Religare Technologies Limited - - - - - 586.65 586.65

Religare Arts Initiative Limited - 104.30 - - - - 104.30

Religare Venture Capital Limited - 8.15 - - - - 8.15

Religare Macquarie Wealth Management Limited

- - 79.46 - - - 79.46

Vistaar Religare Films Limited - - - - - 2.70 2.70

Vistaar Religare Media Ltd. - - - - - 101.30 101.30

Vistaar Religare Media Fund Trust - - - - - 31.00 31.00

Religare Aviation Limited - - - - - 748.80 748.80

Religare Voyages Limited - - - - - 2,346.02 2,346.02

Religare Travels (India) Limited - - - - - 33.50 33.50

Religare Wellness Limited - - - - - 228.00 228.00

Oscar Investments Limited - - - - - 1,276.00 1,276.00

Religare Finvest Limited

F-70

Nature of Transactions Name of the Related Party Holding

Company

Fellow

Subsidiary

Companies

Joint

Venture of

Holding

Company

Individuals

owning directly or

indirectly interest

in voting power

that gives them

control

Key

Management

Personnel

Enterprises over

which Key

Management

Personnel/Relativ

es thereof are

having Significant

Influence

Total

Inter Corporate Deposits

given Total

- 8,171.56 79.46 - - 6,284.25 14,535.27

Inter Corporate Deposits

received back

Religare Securities Limited - 4,896.00 - - - - 4,896.00

Religare Commodities Limited - 430.00 - - - - 430.00

Religare Insurance Broking Limited - 395.00 - - - - 395.00

Religare Capital Markets Limited - 1,462.00 - - - - 1,462.00

Religare Arts Initiative Limited - 128.95 - - - - 128.95

REL Infrafacilities Limited - 379.60 - - - - 379.60

DION Global Solutions Limited(formerly known as Religare Technova Limited)

- - - -

-

992.25 992.25

Religare Technologies Limited - - - - - 503.44 503.44

Religare Macquarie Wealth Management Limited

- - 140.96 - - - 140.96

Vistaar Religare Media Ltd. - - - - - 35.00 35.00

Vistaar Religare Media Fund Trust - - - - - 31.00 31.00

Religare Aviation Limited - - - - - 940.00 940.00

Religare Voyages Limited - - - - - 2,065.80 2,065.80

Religare Travels (India) Limited - - - - - 45.50 45.50

Religare Wellness Limited - - - - - 228.00 228.00

Oscar Investments Limited - - - - - 1,626.00 1,626.00

Inter Corporate Deposits

received back Total

- 7,691.55 140.96 - - 6,466.99 14,299.50

Interest Received on Inter

Corporate Deposits

Religare Securities Limited - 20.41 - - - - 20.41

Religare Insurance Broking Limited - 8.35 - - - - 8.35

Religare Capital Markets Limited - 11.13 - - - - 11.13

REL Infrafacilities Limited - 7.12 - - - - 7.12

Religare Venture Capital Limited - 0.88 - - - - 0.88

Religare Arts Initiative Limited - 4.32 - - - - 4.32

DION Global Solutions Limited(formerly known as Religare Technova Limited)

- - - -

-

9.14 9.14

Religare Technologies Limited - - - - - 18.39 18.39

Religare Finvest Limited

F-71

Nature of Transactions Name of the Related Party Holding

Company

Fellow

Subsidiary

Companies

Joint

Venture of

Holding

Company

Individuals

owning directly or

indirectly interest

in voting power

that gives them

control

Key

Management

Personnel

Enterprises over

which Key

Management

Personnel/Relativ

es thereof are

having Significant

Influence

Total

Religare Macquarie Wealth Management Limited

- - 0.99 - - - 0.99

Vistaar Religare Films Limited - - - - - 0.06 0.06

Vistaar Religare Media Ltd. - - - - - 2.09 2.09

Vistaar Religare Media Fund Trust - - - - - 1.30 1.30

Religare Aviation Limited - - - - - 31.38 31.38

Religare Voyages Limited - - - - - 29.74 29.74

Religare Travels (India) Limited - - - - - 3.31 3.31

Religare Wellness Limited - - - - - 10.11 10.11

Oscar Investments Limited - - - - - 24.06 24.06

Interest Received on Inter

Corporate Deposits Total

- 52.21 0.99 - - 129.58 182.78

Receipt of Share

Application money

Religare Enterprises Limited 9,433.00 - - - - - 9,433.00

Receipt of Share

Application money Total

9,433.30 - - - - - 9,433.00

Premium/Claim

Reimbursement

Religare Enterprises Limited 9.77 - - - - - 9.77

Premium/Claim

Reimbursement Total

9.77 - - - - - 9.77

Recovery of Fringe Benefit

Tax

Religare Enterprises Limited 0.07 - - - - - 0.07

Recovery of Fringe Benefit

Tax Total

0.07 - - - - - 0.07

Trading Transactions

Broking Transactions Religare Securities Limited - 883,509.16 - - - - 883,509.16

Religare Capital Markets Limited - 17,232.27 - - - - 17,232.27

Religare Commodities Limited - 3,305.04 - - - - 3,305.04

Margin Money Given Religare Securities Limited - 49.29 - - - - 49.29

Religare Capital Markets Limited - 138.60 - - - - 138.60

Interest On Margin (DP

Charges)

Religare Securities Limited - 0.21 - - - - 0.21

Brokerage Paid Religare Securities Limited - 9.88 - - - - 9.88

Religare Capital Markets Limited - 0.16 - - - - 0.16

Religare Finvest Limited

F-72

Nature of Transactions Name of the Related Party Holding

Company

Fellow

Subsidiary

Companies

Joint

Venture of

Holding

Company

Individuals

owning directly or

indirectly interest

in voting power

that gives them

control

Key

Management

Personnel

Enterprises over

which Key

Management

Personnel/Relativ

es thereof are

having Significant

Influence

Total

Trading Transactions

Total

- 904,244.61 - - - - 904,244.61

Lease rentals

DION Global Solutions Limited(formerly known as Religare Technova Limited)

- - - -

-

0.49 0.49

Religare Technologies Limited - - - - - 0.12 0.12

Religare Enterprises Limited 0.00 - - - - - 0.00

Lease rentals Total 0.00 - - - - 0.61 0.61

Expense Reimbursement to

other Companies

Religare Securities Limited - 64.27 - - - - 64.27

Religare Insurance Broking Limited - 0.75 - - - - 0.75

Religare Commodities Limited - 0.17 - - - - 0.17

REL Infrafacilities Limited - 17.35 - - - - 17.35

Religare Capital Markets Limited - 0.29 - - - - 0.29

Religare Arts Initiative Limited - 0.00 - - - - 0.00

Expense Reimbursement to

other Companies Total

- 82.83 - - - - 82.83

Expense Reimbursement

by other Companies

Religare Enterprises Limited 0.07 - - - - - 0.07

Religare Capital Markets Limited - 0.08 - - - - 0.08

Religare Commodities Limited - 1.21 - - - - 1.21

Religare Arts Initiative Limited - 0.03 - - - - 0.03

Religare Macquarie Wealth Management Limited

- - 8.68 - - - 8.68

Religare Insurance Broking Limited - 1.79 - - - - 1.79

Expense Reimbursement

by other Companies Total

0.07 3.11 8.68 - - - 11.86

Other Expenses

Religare Arts Initiative Limited - 0.06 - - - - 0.06

Religare Capital Markets Limited - 5.30 - - - - 5.30

Religare Finance Limited - 0.39 - - - - 0.39

Religare Macquarie Wealth Management Limited

- - 1.04 - - - 1.04

Religare Finvest Limited

F-73

Nature of Transactions Name of the Related Party Holding

Company

Fellow

Subsidiary

Companies

Joint

Venture of

Holding

Company

Individuals

owning directly or

indirectly interest

in voting power

that gives them

control

Key

Management

Personnel

Enterprises over

which Key

Management

Personnel/Relativ

es thereof are

having Significant

Influence

Total

Rent / Security Deposits REL Infrafacilities Limited - 172.87 - - - - 172.87

Depository charges Religare Securities Limited - 0.21 - - - - 0.21

Income from referral fee Aegon Religare Life Insurance Company Limited

- - - - - 42.62 42.62

Legal & Professional

services

Religare Technologies Limited - - - - - 11.13 11.13

Travelling expenses Religare Travels (India) Limited - - - - - 11.61 11.61

Income from Mutual fund

distribution

Religare Asset management Company Limited

- - - - - 0.22 0.22

Other Expenses Total - 178.83 1.04 - - 65.58 245.45

Allocation of Expenses

recovered

Religare Securities Limited - 4.11 - - - - 4.11

Allocation of Expenses

recovered Total

- 4.11 - - - - 4.11

Allocation of Expenses

paid

Religare Enterprises Limited 44.70 - - - - - 44.70

REL Infrafacilities Limited - 103.01 - - - - 103.01

Allocation of Expenses

paid Total

44.70 103.01 - - - - 147.71

Purchase of Fixed Asset

Religare Technologies Limited - - - - - 70.20 70.20

Purchase of Fixed Asset

Total

- - - - - 70.20 70.20

Remuneration to Key

Management Personnel

J.S.Grewal - - - - 2.51 - 2.51

Atul Gupta - - - - 4.22 - 4.22

Remuneration to Key

Management Personnel

Total

- - - - 6.73 - 6.73

Outstanding as on March

31, 2009

Receivable

Unsecured Loans

REL Infrafacilities Limited - 137.60 - - - - 137.60

Religare Capital Markets Limited - 70.00 - - - - 70.00

Religare Finvest Limited

F-74

Nature of Transactions Name of the Related Party Holding

Company Fellow

Subsidiary

Companies

Joint

Venture of

Holding

Company

Individuals

owning directly or

indirectly interest

in voting power

that gives them

control

Key

Management

Personnel

Enterprises over

which Key

Management

Personnel/Relativ

es thereof are

having Significant

Influence

Total

Religare Insurance Broking Limited - 314.36 - - - - 314.36

Religare Arts Initiative Limited - 43.16 - - - - 43.16

Religare Venture Capital Limited - 13.15 - - - - 13.15

DION Global Solutions Limited(formerly known as Religare Technova Limited)

- - - - - 3.55 3.55

Religare Technologies Limited - - - - - 244.60 244.60

Vistaar Religare Films Limited - - - - - 2.70 2.70

Vistaar Religare Media Ltd. - - - - - 66.30 66.30

Religare Aviation Limited - - - - - 60.80 60.80

Religare Voyages Limited - - - - - 280.22 280.22

Religare Travels (India) Limited - - - - - 12.70 12.70

Unsecured Loans Total - 578.27 - - - 670.87 1,249.14

Receivables (Interest on

unsecured loan)

Religare Capital Markets Limited - 0.80 - - - - 0.80

Religare Insurance Broking Limited - 4.61 - - - - 4.61

Religare Arts Initiative Limited - 0.66 - - - - 0.66

Religare Venture Capital Limited - 0.31 - - - - 0.31

DION Global Solutions Limited(formerly known as Religare Technova Limited)

- - - - - 0.34 0.34

Religare Technologies Limited - - - - - 4.44 4.44

Vistaar Religare Films Limited - - - - - 0.06 0.06

Vistaar Religare Media Ltd. - - - - - 2.07 2.07

Vistaar Religare Media Fund Trust - - - - - 1.30 1.30

Religare Aviation Limited - - - - - 6.38 6.38

Religare Voyages Limited - - - - - 6.80 6.80

Religare Travels (India) Limited - - - - - 0.29 0.29

Religare Wellness Limited - - - - - 6.34 6.34

Receivables (Interest on

unsecured loan) Total

- 6.38 - - - 28.02 34.40

Margin Money Receivables Religare Securities Limited - 2,039.19 - - - - 2,039.19

Margin Money Receivables

Total

- 2,039.19 - - - - 2,039.19

Current Acconts

Receivables

Religare Finvest Limited

F-75

Nature of Transactions Name of the Related Party Holding

Company Fellow

Subsidiary

Companies

Joint

Venture of

Holding

Company

Individuals

owning directly or

indirectly interest

in voting power

that gives them

control

Key

Management

Personnel

Enterprises over

which Key

Management

Personnel/Relativ

es thereof are

having Significant

Influence

Total

Religare Commodities Limited - 1.01 - - - - 1.01

Religare Insurance Broking Limited - 1.56 - - - - 1.56

Religare Arts Initiative Limited - 0.08 - - - - 0.08

Religare Enterprises Limited 0.39 - - - - - 0.39

Religare Macquarie Wealth Management Limited

- - 7.55 - - - 7.55

Current Account Total 0.39 2.65 7.55 - - - 10.59

Lease Rental Receivable REL Infrafacilities Limited - 4.59 - - - - 4.59

Lease rentals Total - 4.59 - - - - 4.59

Security Deposits

Receivables

REL Infrafacilities Limited - 172.87 - - - - 172.87

Security Deposits

Receivables Total

- 172.87 - - - - 172.87

Payable

Unsecured Loans

RHC Holding Private Limited - - - - - 1,350.00 1,350.00

Religare Health Insurance Company Limited

- 4.50 - - -

- 4.50

Unsecured Loans Total - 4.50 - - - 1,350.00 1,354.50

Payables (Interest on

unsecured loan)

RHC Holding Private Limited - - - - - 2.35 2.35

Payables (Interest on

unsecured loan) Total

- - - - - 2.35 2.35

Current Account Payables

REL Infrafacilities Limited - 143.05 - - - - 143.05

Religare Capital Markets Limited - 238.38 - - - - 238.38

Religare Insurance Broking Limited - 0.78 - - - - 0.78

Religare Securities Limited - 3.50 - - - - 3.50

Religare Finance Limited - 0.01 - - - - 0.01

Religare Enterprises Limited 5.24 - - - - - 5.24

Religare Macquarie Wealth Management Limited

- - 0.07 - - - 0.07

Current Account Total 5.24 385.72 0.07 - - - 391.03

Religare Finvest Limited

F-76

Following transactions were carried out during the year 2007-08 with related parties in the ordinary course of business (`̀̀̀ in million)

Nature of Transactions Name of the Related Party Holding

Company

Fellow

Subsidiary

Companies

Joint

Venture of

Holding

Company

Individuals owning

directly or indirectly

interest in voting

power that gives

them control

Key

Managem

ent

Personnel

Enterprises over

which Key

Management

Personnel/Relatives

thereof are having

Significant

Influence

Total

FINANCE

Inter Corporate Deposits Taken

Ranbaxy Holding Company - - - - - 1,836.00 1,836.00

Oscar Investments Limited - - - - - 400.00 400.00

Fortis Healthcare Limited - - - - - 1,850.50 1,850.50

Inter Corporate Deposits Taken

Total

- - - - - 4,086.50 4,086.50

Inter Corporate Deposits

Repaid

Ranbaxy Holding Company - - - - - 1,836.00 1,836.00

Oscar Investments Limited - - - - - 400.00 400.00

Fortis Healthcare Limited - - - - - 983.00 983.00

Inter Corporate Deposits

Repaid Total

- - - - - 3,219.00 3,219.00

Interest Paid on Inter

Corporate Deposits

Ranbaxy Holding Company - - - - - 11.15 11.15

Oscar Investments Limited - - - - - 1.71 1.71

Fortis Healthcare Limited - - - - - 55.99 55.99

Interest Paid on Inter

Corporate Deposits Total

- - - - - 68.85 68.85

Inter Corporate Deposits given

Religare Securities Limited - 50,165.17 - - - - 50,165.17

Religare Commodities Limited - 1,181.00 - - - - 1,181.00

Religare Capital Markets Limited - 6.01 - - - - 6.01

Religare Insurance Broking Limited

- 164.76 - - - - 164.76

REL Infrafacilities Limited - 281.90 - - - - 281.90

DION Global Solutions Limited(formerly known as Religare Technova Limited)

- - - - - 119.80 119.80

Religare Arts Initiative Limited - 18.51 - - - - 18.51

Religare Venture Capital Limited - 5.00 - - - - 5.00

Religare Macquarie Wealth Management Limited

- - 89.31 - - - 89.31

Religare Finvest Limited

F-77

Nature of Transactions Name of the Related Party Holding

Company

Fellow

Subsidiary

Companies

Joint

Venture of

Holding

Company

Individuals owning

directly or indirectly

interest in voting

power that gives

them control

Key

Managem

ent

Personnel

Enterprises over

which Key

Management

Personnel/Relatives

thereof are having

Significant

Influence

Total

Oscar Investments Limited - - - - - 590.00 590.00

Inter Corporate Deposits given

Total

- 51,822.35 89.31 - - 709.80 52,621.46

Inter Corporate Deposits

received back

Religare Securities Limited - 50,055.77 - - - - 50,055.77

Religare Commodities Limited - 1,204.00 - - - - 1,204.00

Religare Insurance Broking Limited

- 141.81 - - - - 141.81

Religare Capital Markets Limited - 3.50 - - - - 3.50

Religare Finance Limited - 0.21 - - - - 0.21

REL Infrafacilities Limited - 291.25 - - - - 291.25

DION Global Solutions Limited(formerly known as Religare Technova Limited)

- - - -

-

169.98 169.98

Religare Macquarie Wealth Management Limited

- - 27.81 - - - 27.81

Oscar Investments Limited - - - - - 240.00 240.00

Inter Corporate Deposits

received back Total

- 51,696.54 27.81 - - 409.98 52,134.33

Interest Received on Inter

Corporate Deposits

Religare Securities Limited - 33.56 - - - - 33.56

Religare Commodities Limited - 2.23 - - - - 2.23

Religare Insurance Broking Limited

- 5.02 - - - - 5.02

Religare Finance Limited - 0.00 - - - - 0.00

Religare Capital Markets Limited - 0.05 - - - - 0.05

REL Infrafacilities Limited - 9.26 - - - - 9.26

Religare Venture Capital Limited - 0.06 - - - - 0.06

Religare Arts Initiative Limited - 0.40 - - - - 0.40

DION Global Solutions Limited(formerly known as Religare Technova Limited)

- - - -

-

10.54 10.54

Religare Macquarie Wealth Management Limited

- - 1.47 - - - 1.47

Oscar Investments Limited - - - - - 5.84 5.84

Religare Finvest Limited

F-78

Nature of Transactions Name of the Related Party Holding

Company

Fellow

Subsidiary

Companies

Joint

Venture of

Holding

Company

Individuals owning

directly or indirectly

interest in voting

power that gives

them control

Key

Managem

ent

Personnel

Enterprises over

which Key

Management

Personnel/Relatives

thereof are having

Significant

Influence

Total

Interest Received on Inter

Corporate Deposits Total

- 50.58 1.47 - - 16.38 68.43

Allotment of Shares

Religare Enterprises Limited (Equity)

1,620.36 - - - - - 1,620.36

Religare Capital Market Limited (Preference)

- - - - -

- -

Allotment of Shares Total 1,620.36 - - - - - 1,620.36

Dividend Paid / Payable Equity - - - - - -

Religare Enterprises Limited 110.26 - - - - - 110.26

Dividend Paid / Payable Total 110.26 - - - - - 110.26

TRADING TRANSACTIONS

Broking Transactions Religare Securities Limited - 39,649.51 - - - - 39,649.51

Religare Capital Markets Limited - 12.75 - - - - 12.75

Religare Commodities Limited - 12.75 - - - - 12.75

Margin Money Given Religare Securities Limited - 354.00 - - - - 354.00

Religare Capital Markets Limited - 10.00 - - - - 10.00

Religare Commodities Limited - 10.00 - - - - 10.00

Interest On Margin (DP

Charges)

Religare Securities Limited - 22.70 - - - - 22.70

TRADING TRANSACTIONS

Total

- 40,071.71 - - - - 40,071.71

Balance Receivable

Religare Securities Limited - 211.79 - - - - 211.79

Religare Commodities Limited - 0.62 - - - - 0.62

Brokerage Receivable Total - 212.41 - - - - 212.41

Balance Payable

Religare Securities Limited - 211.79 - - - - 211.79

Balance Payable Total - 211.79 - - - - 211.79

OTHER RECEIPTS AND

PAYMENTS

Interest Income

Atul Gupta - - - - 0.00 - 0.00

Interest Income Total

- - - - 0.00 - 0.00

Religare Finvest Limited

F-79

Nature of Transactions Name of the Related Party Holding

Company

Fellow

Subsidiary

Companies

Joint

Venture of

Holding

Company

Individuals owning

directly or indirectly

interest in voting

power that gives

them control

Key

Managem

ent

Personnel

Enterprises over

which Key

Management

Personnel/Relatives

thereof are having

Significant

Influence

Total

Lease rentals

Religare Securities Limited - 0.91 - - - - 0.91

Religare Macquarie Wealth Management Limited

- 0.23 - - - - 0.23

Religare Capital Markets Limited - 0.05 - - - - 0.05

DION Global Solutions Limited(formerly known as Religare Technova Limited)

- - - -

-

0.30 0.30

Religare Insurance Broking Limited

- 0.05 - - - - 0.05

Religare Enterprises Limited 0.06 - - - - - 0.06

Lease rentals Total 0.06 1.24 - - - 0.30 1.60

Expense Reimbursement to

other Companies

Religare Securities Limited - 15.84 - - - - 15.84

Religare Insurance Broking Limited

- 0.08 - - - - 0.08

Religare Enterprises Limited 1.82 - - - - - 1.82

Religare Commodities Limited - 0.04 - - - - 0.04

Religare Macquarie Wealth Management Limited

- 1.10 - - - - 1.10

DION Global Solutions Limited(formerly known as Religare Technova Limited)

- - - -

-

2.10 2.10

Expense Reimbursement to

other Companies Total

1.82 17.06 - - - 2.10 20.98

Expense Reimbursement by

other Companies

Religare Enterprises Limited 0.04 - - - - - 0.04

Religare Capital Markets Limited - 0.01 - - - - 0.01

Religare Commodities Limited - 0.01 - - - - 0.01

Religare Arts Initiative Limited - 5.27 - - - - 5.27

Religare Macquarie Wealth Management Limited

- 4.91 5.55 - - - 10.46

Religare Insurance Broking Limited

- 0.06 - - - - 0.06

DION Global Solutions Limited(formerly known as Religare Technova Limited)

- - - - - 0.00 0.00

Religare Finvest Limited

F-80

Nature of Transactions Name of the Related Party Holding

Company

Fellow

Subsidiary

Companies

Joint

Venture of

Holding

Company

Individuals owning

directly or indirectly

interest in voting

power that gives

them control

Key

Managem

ent

Personnel

Enterprises over

which Key

Management

Personnel/Relatives

thereof are having

Significant

Influence

Total

Expense Reimbursement by

other Companies Total

0.04 10.26 5.55 - - 0.00 15.85

Other Expenses

Religare Arts Initiative Limited - 0.48 - - - - 0.48

Rent / Security Deposits REL Infrafacilities Limited - 30.75 - - - - 30.75

Ranbaxy Laboratories Limited - - - - - 0.08 0.08

Depository charges Religare Securities Limited - 0.26 - - - - 0.26

Other Expenses Total - 31.49 - - - 0.08 31.57

Allocation of Expenses

recovered

Religare Enterprises Limited 0.64 - - - - - 0.64

Religare Securities Limited - 0.37 - - - - 0.37

Allocation of Expenses

recovered Total

0.64 0.37 - - - - 1.01

Allocation of Expenses paid

Religare Enterprises Limited 8.82 - - - - - 8.82

Allocation of Expenses paid

Total

8.82 - - - - - 8.82

Sale of Fixed Asset

Religare Capital Markets Limited - 1.36 - - - - 1.36

Religare Insurance Broking Limited

- 0.93 - - - - 0.93

Religare Securities Limited - 9.33 - - - - 9.33

Religare AEGON Asset Management Company Private Limited

- - - - - 3.46 3.46

Religare Macquarie Wealth Management Limited

- 1.21 - - - 0.02 1.23

Religare Enterprises Limited 0.89 - - - - - 0.89

Sale of Fixed Asset Total 0.89 12.83 - - - 3.48 17.20

Purchase of Fixed Asset

DION Global Solutions Limited(formerly known as Religare Technova Limited)

- - - - - 0.05 0.05

Purchase of Fixed Asset Total - - - - - 0.05 0.05

Remuneration to Key

Management Personnel

Religare Finvest Limited

F-81

Nature of Transactions Name of the Related Party Holding

Company Fellow

Subsidiary

Companies

Joint

Venture of

Holding

Company

Individuals owning

directly or indirectly

interest in voting

power that gives

them control

Key

Managem

ent

Personnel

Enterprises over

which Key

Management

Personnel/Relatives

thereof are having

Significant

Influence

Total

J.S.Grewal - - - - 1.54 - 1.54

Atul Gupta - - - - 4.66 - 4.66

Remuneration to Key

Management Personnel Total

- - - - 6.20 - 6.20

OUTSTANDING AS ON

MARCH 31, 2008

Receivable

Unsecured Loans

Religare Capital Markets Limited - 2.50 - - - - 2.50

Religare Insurance Broking Limited

- 22.95 - - - - 22.95

Religare Arts Initiative Limited - 18.51 - - - - 18.51

Religare Venture Capital Limited - 5.00 - - - - 5.00

DION Global Solutions Limited(formerly known as Religare Technova Limited)

- - - - - 65.52 65.52

Oscar Investments Limited - - - - - 350.00 350.00

Religare Macquarie Wealth Management Limited

- - - - - 61.50 61.50

Unsecured Loans Total - 48.96 - - - 477.02 525.98

Receivables (Interest on

unsecured loan)

Religare Securities Limited - 17.40 - - - - 17.40

Religare Capital Markets Limited - 0.01 - - - - 0.01

Religare Insurance Broking Limited

- 2.29 - - - - 2.29

Religare Commodities Limited - 0.28 - - - - 0.28

Religare Venture Capital Limited - 0.05 - - - - 0.05

DION Global Solutions Limited(formerly known as Religare Technova Limited)

- - - - - 1.27 1.27

Oscar Investments Limited - - - - - 12.47 12.47

Receivables (Interest on

unsecured loan) Total

- 20.03 - - - 13.74 33.77

Current Account Receivables

Religare Securities Limited - 1.19 - - - - 1.19

Religare Insurance Broking Limited

- 0.04 - - - - 0.04

Religare Finvest Limited

F-82

Nature of Transactions Name of the Related Party Holding

Company

Fellow

Subsidiary

Companies

Joint

Venture of

Holding

Company

Individuals owning

directly or indirectly

interest in voting

power that gives

them control

Key

Managem

ent

Personnel

Enterprises over

which Key

Management

Personnel/Relatives

thereof are having

Significant

Influence

Total

Religare Arts Initiative Limited - 1.53 - - - - 1.53

Fortis Financial Services Limited - - - - - 3.29 3.29

Religare Macquarie Wealth Management Limited

- - - - - 0.20 0.20

Current Account Total - 2.76 - - - 3.49 6.25

Security Deposits Receivables

REL Infrafacilities Limited - 30.75 - - - - 30.75

Security Deposits Receivables

Total

- 30.75 - - - - 30.75

Payable

Unsecured Loans

Fortis Healthcare Limited - - - - - 867.50 867.50

Unsecured Loans Total - - - - - 867.50 867.50

Payables (Interest on unsecured

loan)

Fortis Healthcare Limited - - - - - 41.43 41.43

Payables (Interest on unsecured

loan) Total

- - - - - 41.43 41.43

Current Account Payables

Religare Commodities Limited - 0.01 - - - - 0.01

REL Infrafacilities Limited - 18.76 - - - - 18.76

Religare Enterprises Limited 6.87 - - - - - 6.87

Current Account Total 6.87 18.77 - - - - 25.64

Dividend Payable

Religare Enterprises Limited 48.17 - - - - - 48.17

Dividend Payable Total 48.17 - - - - - 48.17

Religare Finvest Limited

F-83

Following transactions were carried out during the year 2006-07 with related parties in the ordinary course of business (`̀̀̀ in million)

Nature of Transactions Name of the Related Party Holding

Company

Fellow

Subsidiary

Companies

Joint

Venture

of

Holding

Company

Individuals

owning directly

or indirectly

interest in voting

power that gives

them control

Key

Management

Personnel

Enterprises over

which Key

Management

Personnel/Relatives

thereof are having

Significant Influence

Total

FINANCE

Inter Corporate Deposits

Taken

Ranbaxy Holding Company - - - - - 2,850.00 2,850.00

Religare Securities Limited - 368.62 - - - - 368.62

Religare Commodities Limited - 45.00 - - - - 45.00

Fortis Financial Services Limited - - - - - 56.20 56.20

Inter Corporate Deposits

Taken Total

- 413.62 - - - 2,906.20 3,319.82

Inter Corporate Deposits

Repaid

Ranbaxy Holding Company - - - - - 3,898.89 3,898.89

Religare Securities Limited - 259.22 - - - - 259.22

Religare Commodities Limited - 45.00 - - - - 45.00

Fortis Financial Services Limited - - - - - 56.20 56.20

Inter Corporate Deposits

Repaid Total

- 304.22 - - - 3,955.09 4,259.31

Interest Paid on Inter

Corporate Deposits

Religare Securities Limited - 0.05 - - - - 0.05

Religare Commodities Limited - 0.07 - - - - 0.07

Ranbaxy Holding Company - - - - - 63.20 63.20

Interest Paid on Inter

Corporate Deposits Total

- 0.12 - - - 63.20 63.32

Inter Corporate Deposits

given

Religare Securities Limited - 39,059.07 - - - - 39,059.07

Religare Commodities Limited - 686.06 - - - - 686.06

Religare Insurance Broking Limited

- 8.35 -

- - - 8.35

Religare Finance Limited - 0.21 - - - - 0.21

REL Infrafacilities Limited - 9.35 - - - - 9.35

Fortis Financial Services Limited - - - - - 130.00 130.00

Inter Corporate Deposits

given Total

- 39,763.04 - - - 130.00 39,893.04

Religare Finvest Limited

F-84

Nature of Transactions Name of the Related Party Holding

Company

Fellow

Subsidiary

Companies

Joint

Venture

of

Holding

Company

Individuals

owning directly

or indirectly

interest in voting

power that gives

them control

Key

Management

Personnel

Enterprises over

which Key

Management

Personnel/Relatives

thereof are having

Significant Influence

Total

Inter Corporate Deposits

received back

Religare Securities Limited - 39,059.07 - - - - 39,059.07

Religare Commodities Limited - 663.06 - - - - 663.06

Religare Insurance Broking Limited

- 8.35 - - - - 8.35

Fortis Financial Services Limited - - - - - 14.60 14.60

Inter Corporate Deposits

received back Total

- 39,730.48 - - - 14.60 39,745.08

Interest Received on Inter

Corporate Deposits

Religare Securities Limited - 51.53 - - - - 51.53

Religare Commodities Limited - 0.82 - - - - 0.82

Religare Insurance Broking Limited

- 0.13 - - - - 0.13

Religare Finance Limited - 0.00 - - - - 0.00

REL Infrafacilities Limited - 0.05 - - - - 0.05

Fortis Financial Services Limited - - - - - 3.28 3.28

Interest Received on Inter

Corporate Deposits Total

- 52.53 - - - 3.28 55.81

Allotment of Shares

Religare Enterprises Limited (Equity)

1,250.00 - - - - - 1,250.00

Allotment of Shares Total 1,250.00 - - - - - 1,250.00

Allotment of Optionally

Convertible Debentures

Ranbaxy Holding Company - - - - - 1,000.00 1,000.00

Allotment of Optionally

Convertible Debentures Total

- - - - - 1,000.00 1,000.00

Redemption of Shares

(Preference)

Religare Enterprises Limited 250.00 - - - - - 250.00

Redemption of Shares

(Preference) Total

250.00 - - - - - 250.00

Redemption of Optionally

Convertible Debentures

Ranbaxy Holding Company - - - - - 1,000.00 1,000.00

Religare Finvest Limited

F-85

Nature of Transactions Name of the Related Party Holding

Company

Fellow

Subsidiary

Companies

Joint

Venture

of

Holding

Company

Individuals

owning directly

or indirectly

interest in voting

power that gives

them control

Key

Management

Personnel

Enterprises over

which Key

Management

Personnel/Relatives

thereof are having

Significant Influence

Total

Redemption of Optionally

Convertible Debentures Total

- - - - - 1,000.00 1,000.00

Dividend Paid / Payable Equity - - - - - -

Religare Enterprises Limited 43.19 - - - - - 43.19

Religare Enterprises Limited 10.48 - - - - - 10.48

Dividend Paid / Payable Total 53.67 - - - - - 53.67

Corporate Guarantee taken

Religare Enterprises Limited 100.00 - - - - - 100.00

Corporate Guarantee taken

Total

100.00 - - - - - 100.00

TRADING

TRANSACTIONS

Religare Securities Limited - 353.52 - - - - 353.52

TRADING

TRANSACTIONS Total

- 353.52 - - - - 353.52

OTHER RECEIPTS AND

PAYMENTS

Interest Income

Atul Gupta - - - - 0.01 - 0.01

Interest Income Total - - - - 0.01 - 0.01

Lease rentals

Religare Securities Limited - 1.82 - - - - 1.82

Religare Insurance Broking Limited

- 0.09 - - - - 0.09

Religare Enterprises Limited 0.11 - - - - - 0.11

Fortis Financial Services Limited - - - - - 0.40 0.40

Lease rentals Total 0.11 1.91 - - - 0.40 2.42

Expense Reimbursement to

other Companies

Religare Securities Limited - 0.74 - - - - 0.74

Religare Enterprises Limited 0.12 - - - - - 0.12

Religare Commodities Limited - 0.01 - - - - 0.01

Fortis Financial Services Limited - - - - - 0.29 0.29

Ranbaxy Laboratories Limited - - - - - 1.13 1.13

Expense Reimbursement to

other Companies Total

0.12 0.75 - - - 1.42 2.29

Religare Finvest Limited

F-86

Nature of Transactions Name of the Related Party Holding

Company

Fellow

Subsidiary

Companies

Joint

Venture

of

Holding

Company

Individuals

owning directly

or indirectly

interest in voting

power that gives

them control

Key

Management

Personnel

Enterprises over

which Key

Management

Personnel/Relatives

thereof are having

Significant Influence

Total

Expense Reimbursement by

other Companies

Religare Securities Limited - 0.17 - - - - 0.17

Religare Enterprises Limited 0.09 - - - - - 0.09

Religare Finance Limited - 0.03 - - - - 0.03

Religare Insurance Broking Limited

- 0.00 - - - - 0.00

Expense Reimbursement by

other Companies Total

0.09 0.20 - - - - 0.29

Other Expenses

Ranbaxy Laboratories Limited - - - - - 0.11 0.11

Religare Securities Limited - 0.46 - - - - 0.46

Other Expenses Total - 0.46 - - - 0.11 0.57

Allocation of Expenses

recovered

Religare Commodities Limited - 0.23 - - - - 0.23

Allocation of Expenses

recovered Total

- 0.23 - - - - 0.23

Allocation of Expenses paid

Religare Securities Limited - 13.08 - - - - 13.08

Allocation of Expenses paid

Total

- 13.08 - - - - 13.08

Purchase of Fixed Asset

Fortis Financial Services Limited - - - - - 0.16 0.16

Purchase of Fixed Asset

Total

- - - - - 0.16 0.16

Remuneration to Key

Management Personnel

Atul Gupta - - - - 1.85 - 1.85

Remuneration to Key

Management Personnel Total

- - - - 1.85 - 1.85

OUTSTANDING AS ON

MARCH 31

Receivable

Unsecured Loans

Religare Commodities Limited - 23.00 - - - - 23.00

REL Infrafacilities Limited - 9.35 - - - - 9.35

Religare Finvest Limited

F-87

Nature of Transactions Name of the Related Party Holding

Company Fellow

Subsidiary

Companies

Joint

Venture

of

Holding

Company

Individuals

owning directly

or indirectly

interest in voting

power that gives

them control

Key

Management

Personnel

Enterprises over

which Key

Management

Personnel/Relatives

thereof are having

Significant Influence

Total

Religare Finance Limited - 0.21 - - - - 0.21

Ranbaxy Laboratories Limited - - - - - 0.01 0.01

Fortis Financial Services Limited - - - - - 115.70 115.70

Atul Gupta - - - - 0.01 - 0.01

Unsecured Loans Total - 32.56 - - 0.01 115.71 148.28

Current Account Receivables

Fortis Financial Services Limited - - - - - 0.25 0.25

Current Acconts Total - - - - - 0.25 0.25

Payable

Unsecured Loans Religare Securities Limited - 67.99 - - - - 67.99

Unsecured Loans Total - 67.99 - - - - 67.99

Current Account Payables

Religare Securities Limited - 0.43 - - - - 0.43

Current Account Total - 0.43 - - - - 0.43

Dividend Payable

Religare Enterprises Limited 20.69 - - - - - 20.69

Dividend Payable Total 20.69 - - - - - 20.69

Religare Finvest Limited

F-88

v. There are no transactions with Micro, Small and Medium enterprises and as such there is no balance outstanding as at March

31, 2011, March 31, 2010, March 31, 2009, March 31, 2008 & March 31, 2007.

w. Figures for the previous years’ have been regrouped, rearranged and reclassified wherever necessary to conform to the current year’s classification.

Religare Finvest Limited

F-89

Statement of Accounting Ratios Annexure - VII

Calculation of Return on Net Worth (RONW)

(`̀̀̀ in million)

Schedule As at March 31,

Particulars Annexure

IV 2011 2010 2009 2008 2007

Net Profit After Tax 1,147.75 1,028.22 460.39 357.01 189.43

Net Worth

Share Capital L 1,733.22 1,703.22 1,199.07 1,199.07 875.00

Share Application money - - 9,433.00 - -

Reserves and Surplus M 14,368.12 12,953.53 2,794.82 2,334.43 810.13

Intangible assets and Deferred tax asset(gross) (345.05) (120.87) (50.19) (19.96) (6.23)

Net Worth as at the end of financial year

(refer Note 1) 15,756.29 14,535.88 13,376.70 3,513.54 1,678.90

Return on Net Worth(%) = Net Profit After Tax * 100

Net Worth 7.28% 7.07% 3.44% 10.16% 11.28%

Calculation of Net Asset Value (NAV) per Equity

share

(`̀̀̀ in million)

Schedule

As at March 31,

Particulars

Annexure

IV 2011 2010 2009 2008 2007

Net Worth

Share Capital L 1,733.22 1,703.22 1,199.07 1,199.07 875.00

Share Application money - - 9,433.00 - -

Reserves And Surplus M 14,368.12 12,953.53 2,794.82 2,334.43 810.13

Intangible assets and Deferred tax asset(gross) (345.05) (120.87) (50.19) (19.96) (6.23)

Net Asset Value (refer Note 1) 15,756.29 14,535.88 13,376.70 3,513.54 1,678.90

Number of Equity shares outstanding as at end of the

year 173,322,1

37

170,322,1

37

119,907,1

37

119,907,

137

87,500,0

00

Net Asset Value per Equity Share (Rs.) =

Net Asset Value * 100

Number of Equity Shares 90.91 85.34 111.56 29.30 19.19

Note :-

1. In accordance with the Non-Banking Financial (Non Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007, for the purpose of net worth computation, adjustment has been made in respect of written down value of intangible assets, gross deferred tax asset etc. as at the balance sheet date(s).

Religare Finvest Limited

F-90

Capitalisation Statement Annexure – VIII

(`̀̀̀ in million)

Particulars As at March 31, 2011

Debt Short Term 44,802.07

Long Term 45,306.61

Total Debt 90,108.68

Shareholders Funds

Share Capital 1,733.22

Reserves and Surplus 14,368.12

Total Shareholders Funds 16,101.34

Long Term Debt/Equity Ratio(Number of Times) =

Long Term Debt / Total Shareholders Funds

2.81

Debt/Equity Ratio (Number of Times) = Debt /Total Shareholders Funds

5.60

Religare Finvest Limited

F-91

Statement Of Dividends Declared ANNEXURE IX

(`̀̀̀ in million)

For the year ended March 31, Class of Shares

FV of

Share

(Rupees) 2011 2010 2009 2008 2007

Equity Dividend

Equity Share Capital (as at year end) 10 1,733.22 1,703.22 1,199.07 1,199.07 875.00

Date of declaration of interim dividend and Rate of interim dividend

28-Mar-11 15% 15-Mar-10

22.50% 29-Sep-07 5% 28-Aug-06 2%

4-Jan-08 2% 29-Jan-07 2%

31-Mar-07 5%

Date of declaration of interim dividend and amount of interim dividend

28-Mar-11 259.98 15-Mar-10 383.23 29-Sep-07 43.75 28-Aug-06 5.00

4-Jan-08 18.34 29-Jan-07 17.50

31-Mar-07 20.68

Aggregate amount of Equity Dividend (interim)

259.98 383.23 - 62.09 43.18

Date of declaration of final dividend and Rate of final dividend

26-Jun-08 5%

Aggregate amount of Equity Dividend (final)

- 48.17 -

Preference Dividend

Preference Share Capital (as at year end) 10

- - - - -

Rate of Dividend 0% 0% 0% 0% 6%

Aggregate amount of Preference Dividend (refer note 3)

- - - - 10.48

Total Dividend 259.98 383.23 - 110.26 53.66

Amount of Dividend Disbtribution Tax 43.18 65.13 - 18.74 7.53

Note:

1. The rate of dividend declared on the respective date(s) relates to the paid up capital on such date(s). 2. The interim dividend declared in each of the year is the Final Dividend for the respective years except for the year ended March 31, 2008 when final dividend was

separately declared. 3. The Company redeemed 25,000,000, 6% Cumulative Redeemable Preference Shares of Rs 10 each, during the financial year 2006-07, refer note 'c' of Notes to accounts.

A-4

Auditors’ Report

To

The Board of Directors

Religare Housing Development Finance Corporation Limited

D3, P3B, District Centre, Saket

New Delhi: 110017

Auditors’ Report in connection with the Public Offer of Secured Non-Convertible Debentures of Religare

Finvest Limited (the “Issuer’)

Dear Sirs,

1. This report is produced in accordance with the terms of our agreement dated August 17, 2011

2. The accompanying Financial Information of Religare Housing Development Finance Corporation

Limited (hereinafter referred to as the “Company”)(comprising of Section A – Unconsolidated

Financial Information and Section B- Other Unconsolidated Financial Information) (Financial

Information) to be used in relation to the proposed offering of Secured Non-Convertible Debentures of

Religare Finvest Limited (the “Issuer’) , which has been prepared by the Directors of the Company in

accordance with the requirements of paragraph B (1) of Part II of Schedule II to the Companies Act,

1956 (hereinafter referred to as the “Act”) and the Securities and Exchange Board of India (Issue and

Listing of Debt Securities) Regulations, 2008 (hereinafter referred to as the “Regulations”) issued by

the Securities and Exchange Board of India (hereinafter referred to as “SEBI”), as amended from time

to time in pursuance of Section 11 read with Section 30 of the Securities and Exchange Board of India

Act, 1992 and initialed by us for identification purposes only . For our examination, we have placed

reliance on the audited unconsolidated financial statements of the Company for the years ended March

31, 2011 on which we have expressed unmodified opinion in our report dated 10 June 2011.

Directors’ responsibilities

3. The preparation of the Unconsolidated Financial Information, which is to be included in the Draft

Prospectus and Final Prospectus, is the responsibility of the Board of directors (hereinafter referred to

as “the Board”) of the Company and has been approved by the Board in their meeting dated August

16, 2011. Board is also responsible for identifying and ensuring that the Company complies with the

laws and regulations applicable to its activities. Board is also responsible for regrouping / reclassifying

the Financial Information to correct material regroupings / reclassifications.

Auditors’ Responsibilities

4. Our work has been carried out in accordance with Standard on Auditing (SA) 810 – Engagements to

Report On Summary Financial Statements and as per the Guidance Note on Reports in Company

Prospectuses (Revised) issued by the Institute of Chartered Accountants of India.

Our work was performed solely to assist you in meeting your responsibilities in relation to your

compliance with the Act and Regulations in connection with the proposed public offer of Non

Convertible Debentures. Our obligations in respect of this report are entirely separate from, and our

responsibility and liability is in no way changed by, any other role we may have (or may have had) as

auditors of the Company or otherwise. Nothing in this report, nor anything said or done in the course

of or in connection with the services that are the subject of this report, will extend any duty of care we

may have in our capacity as auditors of any financial statements of the Company.

A-5

A. Unconsolidated Financial Information as per audited unconsolidated financial statements:

5. We have examined the following summarized financial statements of the Company contained in

Unconsolidated Financial Information of the Company:

a) the “Statement of Assets and Liabilities” and supporting schedules(Unconsolidated) as at March

31, 2011 (enclosed as Annexure I to the Financial Information );

b) the “Statement of Profit and Loss Account” (Unconsolidated) and supporting schedules for the

year ended March 31, 2011 (Enclosed as Annexure II to the Financial Information); and

c) the “Statement of Cash Flow” (Unconsolidated) for the year ended March 31, 2011 (Enclosed as

Annexure III to the Financial Information)

together referred to as “Summary Statements”

6. The Summary Statements have been derived from the audited unconsolidated financial statements of

the Company as at and for the years ended March 31, 2011.

7. We draw your attention to the following:

a) the Summary Statements have to be read in conjunction with the significant accounting policies

and other notes given in Annexure VI;

b) the figures of earlier years have been regrouped wherever necessary, to conform to the

classification adopted for the Summary Statements as at/for the year ended March 31, 2011;

c) The Summary Statements do not contain all the disclosures required by the Accounting Standards

referred to in sub-section (3C) of section 211 of the Act. Reading the summary financial

statements, therefore, is not a substitute for reading the audited financial statements of the

Company.

8. We have not audited any financial statements of the Company as of any date or for any period

subsequent to March 31, 2011. Accordingly, we do not express opinion on the financial position,

results or cash flows of the Company as of any date or for any period subsequent to March 31, 2011.

B. Other Unconsolidated Financial Information:

9. At the Company’s request, we have also examined the following Other Unconsolidated Financial

Information relating to the Company for the years ended March 31, 2011, proposed to be included in

the Draft Prospectus and Final Prospectus , prepared by the Company and approved by the Board of

Directors of the Company and annexed to this Financial Information:

i) Statement of Accounting Ratios (Enclosed as Annexure VII to the Financial Information)

Opinion

10. In our opinion, the unconsolidated financial information of the Company, as attached to this report as

mentioned in Section A and B above, read with the respective significant accounting policies and notes

to the Summary Statements disclosed in Annexure VI, and after making re-groupings as considered

appropriate and disclosed, have been prepared in accordance with Paragraph B (1) of Part II of

Schedule II of the Act and the Regulations.

11. This report should not be in anyway construed as a re-issuance or re-dating of any of the previous audit

reports issued by us, nor should this report be construed as a new opinion on any of the Financial

Information referred to herein.

A-6

12. We have no responsibility to update our report for events and circumstances occurring after the date of

the report for the financial position, results of operations or cash flows of the Company as of any date

or for any period subsequent to March 31, 2011.

Restriction of Use

13. This report is addressed to and is provided to enable the Board of Directors of the Company to include this

report in the Draft Prospectus and the Final Prospectus prepared in connection with the filing of an offer

document for a proposed public issue of non convertible debentures (NCD) by the Issuer with Bombay

Stock Exchange Limited (BSE), the SEBI and the Registrar of Companies, New Delhi. This report is not

issued in connection with the sale of securities in the United States of America. Our work and findings shall

in no way constitute advice or recommendations (and we accept no liability in relation to any advice or

recommendations) regarding any commercial decisions associated with the issue of NCD.

For Price Waterhouse & Co.

Firm Registration Number: 304026E

Chartered Accountants

Partha Ghosh

Place: New Delhi Partner

Date: August 18, 2011 Membership Number: F55913

F-92

Religare Housing Development Finance Corporation Limited

Annexure I

Statement of Assets and Liabilities

(`̀̀̀ in million)

Particulars Schedule As at March 31,

Annexure

IV 2011

Assets

A. Fixed Assets(Net block)

(including CWIP) A 0.26

B. Deferred Tax Asset (Net) 8.13

C. Current Assets, Loans and Advances

Housing and Other Loans B 2,260.97

Cash and Bank Balances C 59.19

Other Current Assets D 1.20

Loans and Advances E 23.04

Total 2,344.40

D. Total Assets (A+B+C) 2,352.79

Liabilities

E. Secured and Unsecured Loans

Secured Loans F 61.35

Unsecured Loans G 1,157.36

Total 1,218.71

F. Current Liabilities and Provisions

Current Liabilities H 21.54

Provisions I 24.46

Total 46.00

G. Total Liabilities (E+F) 1,264.71

H. Net Worth (D-G) 1,088.08

Net Worth Represented by

I. Share Capital

Equity Share Capital J 399.98

J. Reserves and Surplus K 688.10

Net Worth (I+J) 1,088.08

F-93

Religare Housing Development Finance Corporation Limited

Statement of Profit and Loss Account Annexure II

(`̀̀̀ in million)

Particulars Schedule For the year ended

March 31,

Annexure V 2011

A. Income

Income from Operations L

190.32

Other Income M

12.00

Total Income

202.32

B. Expenditure

Interest and Finance Charges N

48.41

Personnel Expenses O

31.61

Administrative & Other Expenses P

30.34

Depreciation

0.04

Total Expenditure

110.40

C. Net Profit Before Tax (A-B)

91.92

D. Provision for Tax

- Current Tax

29.27

- Taxes for earlier years

(2.29)

- Deferred Tax (Net)

(4.43)

Total

22.55

E. Net Profit After Tax (C-D)

69.37

Add: Balance brought forward

(3.71)

F. Balance Available for Appropriation

65.66

G. Appropriations:

Transferred to Special Reserve

20.17

Total

20.17

H. Balance carried to Balance Sheet (F-G)

45.49

F-94

Religare Housing Development Finance Corporation Limited

Statement of Cash Flow Annexure III

(`̀̀̀ in million)

Particulars For the year ended

March 31,

2011

A. Cash Flow From Operating Activities:

Net Profit Before Tax 91.92

Adjustments for:

Depreciation 0.04

Provision on Non-Performing Assets for :

-Housing Loans (Net) 3.24

-Non-Housing Loans (Net) 5.26

General Provision for loan loss on Standard Assets 6.93

Interest on Inter Corporate Loans 48.28

Provision for Doubtful Assets- Rent Receivables 0.13

Bad debts/Loans/Balances written off 0.18

Provision for Gratuity (0.42)

Provision for Leave Encashment 0.26

TDS on Operating Income (0.26)

Contingent Provision against Standard Assets-Written back (0.07)

Interest on Fixed Deposits (1.49)

Operating profit before working capital changes 154.00

Adjustments for changes in working capital :

-Decrease in Sundry Debtors 0.60

-Increase in Current Liabilities 12.99

-Increase in Other current assets (0.30)

-Increase in Loans & Advances (1,248.49)

Cash used in operations (1,235.20)

- Taxes Paid (Net of TDS) (43.85)

Net Cash used in Operating Activities (A) (1,125.05)

B. Cash Flow From Investing Activities:

Interest received 1.39

Proceeds from sale of long term Investments 0.20

Purchase of fixed assets (0.21)

Net Cash generated from Investing Activities (B) 1.38

C. Cash Flow From Financing Activities:

Secured loans received (Bank Overdraft) 35.61

Interest on Inter Corporate Loans (39.71)

Inter Corporate Loans (Net) 1,138.15

Net Cash generated from Financing Activities ( C ) 1,134.05

Net Increase in Cash & Cash Equivalents (A+B+C) 10.38

Add: Cash and Cash Equivalents at the beginning of the Year 48.81

Cash and Cash Equivalents at the end of the Year 59.19

Cash and Cash Equivalents at the year end Comprises of

Cash in hand / cheques in hand 0.02

Fixed Deposits with Scheduled Banks 21.43

Balance with Scheduled Banks 37.74

59.19

Figures in the brackets indicate cash outgo.

F-95

Religare Housing Development Finance Corporation Limited

Schedules to the Statement of Assets and Liabilities Annexure IV

(`̀̀̀ in million)

Schedule 'A' : Fixed Assets (Net block) (including CWIP) As at March 31,

2011

Tangible Assets : Computers (A) 0.17

Intangible Assets : Computer Software (B) 0.09

Total Fixed Assets (Net Block) (A+B) 0.26

(`̀̀̀ in million)

Schedule 'B' : Housing and Other Loans As at March 31,

2011

Housing Loans :

Individuals-Secured Standard Assets 1,985.34 Sub - Standard Assets 16.38 Doubtful Assets 10.04

Other than Housing Loan to Individual-Secured

Standard Assets 130.15

Sub Total 2,141.91

Other Loans: Secured Standard Assets 88.35

Sub - Standard Assets 30.06

Sub Total 118.41

Unsecured Loans

Standard Assets 0.59

Doubtful Assets 0.06

Sub Total 0.65

Total Loans 2,260.97

(`̀̀̀ in million)

Schedule 'C' : Cash and Bank Balances As at March 31,

2011

Cash in Hand 0.02

Stamp Papers/Cheques in Hand -

Balances with Scheduled Banks in:

- Current Accounts 37.74

- Fixed Deposits 21.43

Total 59.19

F-96

Religare Housing Development Finance Corporation Limited

Schedules to the Statement of Assets and Liabilities

Annexure IV

(`̀̀̀ in million)

Schedule 'D' : Other Current Assets As at March 31,

2011

Interest accrued 0.86

Rent Receivable (Considered as doubtful) 0.13

Less: Provisions on Doubtful Assets (0.13)

Assets acquired in satisfaction of debts 0.34

Total 1.20

(`̀̀̀ in million)

Schedule 'E' : Loans And Advances As at March 31,

2011

Advances recoverable in cash or in kind or for value to be received 0.69

Advances paid to suppliers 2.07

Balance with Service Tax Authorities 0.16 Advance Payment of Taxes and Tax deducted at source (Net of provision for Taxation) 20.12

Total 23.04

(`̀̀̀ in million)

Schedule 'F' : Secured Loans As at March 31,

2011

Short Term - Bank Overdraft 61.35 [Secured through lien over Fixed Deposits amount to Rs.19.80 million]

Total 61.35

(`̀̀̀ in million)

Schedule 'G' : Unsecured Loans As at March 31,

2011

Inter Corporate Loans 1,149.65

Interest accrued and due 7.71

Total 1,157.36

(`̀̀̀ in million)

Schedule 'H' : Current Liabilities As at March 31,

2011

Sundry Creditors:

-Trade Creditors 0.21

-Creditors for Expenses 19.71

Other Liabilities 1.62

Total 21.54

F-97

Religare Housing Development Finance Corporation Limited

Schedules to the Statement of Assets and Liabilities

Annexure IV

(`̀̀̀ in million)

Schedule 'I' : Provisions As at March 31,

2011

Gratuity -

Leave Encashment 0.81 Contingent Provisions against Standard Assets 0.44

For Non-Performing Assets

-Housing Loans 5.73

-Non-Housing Loans 5.31

General Provision on Standard Assets 12.17

Total 24.46

(`̀̀̀ in million)

Schedule 'J' : Share Capital As at March 31,

2011

Authorised

Equity Share of Rs.10/- each 400.00

400.00

Issued, Subscribed and Paid Up

Equity Shares of Rs.10/- each 399.98

Total 399.98

(`̀̀̀ in million)

Schedule 'K' : Reserves and Surplus As at March 31,

2011

Securities Premium Account

Opening Balance 580.86

Addition during the year -

580.86

Special Reserve

Opening Balance 41.58

Transfer from Profit and Loss Account 20.17

61.75

Balance in Profit and Loss account 45.49

Total 688.10

F-98

Religare Housing Development Finance Corporation Limited

Schedules to the Statement of Profit and Loss Account Annexure V

(`̀̀̀ in million)

Schedule 'L' : Income from Operations For the year ended

March 31, 2011

Interest Income from Financing Activity -Housing Loans 172.57

-Other loans 0.05

-Inter Corporate Loans 2.56

Income from Processing Fees 15.14

Total 190.32

(`̀̀̀ in million)

Schedule 'M' : Other Income For the year ended

March 31, 2011

Interest on Fixed Deposits 1.49

Contingent Provision against Standard Assets-Written back 0.07

Loans/balances written back 0.97

Profit on Sale of Assets (Net) 0.13

Support Services Fees 3.60 Miscellaneous Income 5.74

Total 12.00

(`̀̀̀ in million)

Schedule 'N': Interest and Finance Charges For the year ended

March 31, 2011

Interest on Inter-Corporate Loans 48.28

Bank Charges 0.13

Total 48.41

(`̀̀̀ in million)

Schedule 'O': Personnel Expenses For the year ended

March 31, 2011

Salaries, Allowances and Bonus 29.88

Contribution to Employers’ Provident and other funds 1.03

Gratuity 0.16

Leave Encashment 0.49

Staff Welfare Expenses 0.05

Total 31.61

F-99

Religare Housing Development Finance Corporation Limited

Schedules to the Statement of Profit and Loss Account

Annexure V

(`̀̀̀ in million)

Schedule 'P': Administrative and Other Expenses For the year ended

March 31, 2011

Printing & Stationery 0.19

Travelling & conveyance 1.33

Communication Expenses 0.05

Repairs and Maintenance (Others) 0.02

Legal & Professional Expenses 2.50

ROC and Filing Expenses 0.02

Commission & Brokerage 6.99

Auditors’ Remuneration 0.31

Provision against Non-Performing Assets for :

-Housing Loans (Net) 3.24

-Non-Housing Loans (Net) 5.26

General Provision for loan loss as Standard Assets 6.93 Bad Debts/ Loans/ Balances Written Off 0.18 Provision for Doubtful Asset- Rent Receivable 0.13

Foreign Exchange Loss (Net) 0.04

Support Services Fees 2.44

Other Expenses 0.71

Total 30.34

F-100

Religare Housing Development Finance Corporation Limited

Significant Accounting Policies and Notes to Accounts Annexure VI

1. Significant Accounting Policies

a) Basis of Accounting The Financial statements are prepared under the historical cost convention and on accrual basis of accounting and in accordance with generally accepted accounting principles in India and comply in material aspect with the measurement and recognition principals of Accounting Standards referred in Section 211 (3C) of the Companies Act, 1956 of India (the “Act”) read with Companies (Accounting Standards) Rules 2006 to the extent applicable, the National Housing Bank Act, 1987 and the Housing Finance Companies, (NHB) Directions, 2010.

b) Use of Estimates

The presentation of Financial Statements requires estimates and assumptions to be made that affect the reported amount of assets and liabilities on the date of financial statements and the reported amount of revenue and expenses during the reporting period. Difference between the actual results and estimates are recognized in the period in which results are known / materialized.

c) Revenue Recognition

I. Interest income from financing activities is recognized on an accrual basis except in the case of non-performing assets, where it is recognised on realisation basis as per NHB prudential norms.

II. Processing fees is recognized upon the occurrence of the transaction. III. Interest on fixed deposits and bonds are accounted for on an accrual basis. IV. Income from Mutual Fund comprises of profit / loss on sale of mutual fund units held as current investments.

Profit /loss on sale of investments are determined based on weighted average cost of the units sold. V. Revenue excludes service tax.

d) Fixed Assets

Fixed assets are stated at cost less accumulated depreciation. Cost for this purpose includes purchase price, nonrefundable taxes or levies and other directly attributable costs of bringing the asset to its working condition for its intended use.

e) Leased Assets I. Assets acquired under Leases where a significant portion of the risks and rewards of the ownership are

retained by the lesser are classified as Operating Leases. The rentals and all the other expenses of assets under operating lease for the period are treated as revenue expenditure.

II. Assets given on operating leases are included in fixed assets. Lease income is recognized in the Profit and Loss Account on straight line basis over the lease term. Operating costs of leased assets, including depreciation are recognized as an expense in the Profit and Loss Account. Initial direct cost such as legal costs, brokerages etc. are charged to Profit and Loss as incurred.

f) Intangible Assets Intangible Assets are recognized only if it is probable that the future economic benefits that are attributable to assets will flow to the enterprise and the cost of the assets can be measured reliably. Intangible assets are recorded at cost and carried at cost less accumulated depreciation and accumulated impairment losses, if any. Computer software which is not an integral part of the related hardware is classified as an intangible asset and is being amortized at the rates specified in schedule XIV to the Act.

F-101

g) Depreciation Depreciation is provided on Straight Line Method, pro-rata to the period of use, at the rates specified in Schedule XIV to the Act or the rates based on useful lives of the assets as estimated by the management, whichever are higher. The annual depreciation rates are as under.

Leasehold Improvements are amortized over the primary period of the lease subject to maximum of 6 years. Assets costing up to Rs.5, 000 are fully depreciated in the year of acquisition.

h) Investments

Investments are classified into long term investments and current investments. Investments which are intended to be held for one year or more are classified as long term investments and investments which are intended to be held for less than one year are classified as current investments. Long term investments are accounted at cost and any decline in the carrying value other than temporary in nature is provided for. Current investments are valued at lower of cost and fair value.

i) Foreign Currency Transactions I. Transactions in foreign currencies are recorded at the rate of exchange in force at the time of occurrence of

the transactions. II. Exchange differences arising on settlement of revenue transactions are recognized in the Profit and Loss

account. III. Monetary items denominated in a foreign currency are restated using the exchange rates prevailing at the date

of balance sheet and the resulting net exchange difference is recognized in the profit and loss account.

j) Employee Benefits

I. Provident Fund is a defined contribution scheme and the contributions as required by the Statute are charged to the Profit and Loss Account as incurred.

II. The Company has an obligation towards gratuity, a defined benefit retirement plan covering eligible employees. The plan provides for a lump sum payment to vested employees at retirement, death while in employment or on termination of employment. Vesting occurs upon completion of five years of service. The Company makes annual contributions to gratuity fund (“Religare Housing Development Finance Limited Group Gratuity Scheme”) established as trust. The Company accounts for the liability for gratuity benefits payable in future based on an independent actuarial valuation conducted by an independent actuary using the Projected Unit Credit Method as at the balance Sheet date.

III. The employees of the Company are entitled to compensate absences and leave encashment as per the policy of the Company, the liability in respect of which is provided, based on an actuarial valuation as at the balance sheet date.

IV. Actuarial gains and losses comprise experience adjustments and the effects of changes in actuarial assumptions and are recognized immediately in the Profit and Loss Account as income or expense.

V. The undiscounted amount of short - term employee benefits expected to be paid in exchange for services rendered by an employee is recognized during the period when the employee renders the service.

k) Taxes on Income

I. Current tax for the year is determined based on the amount of tax payable in respect of taxable income for the year.

II. Deferred tax is recognized, subject to the consideration of prudence in respect of deferred tax asset, on timing differences, being the differences between taxable incomes and accounting income that originate in one period and are capable of reversal in one or more subsequent periods.

III. Provision for taxation for the year is ascertained on the basis of assessable profits computed in accordance with the provisions of the Income Tax Act, 1961.

Assets Description Depreciation Rate (%)

Data Processing machine 16.21%

Office Equipment/Air Conditioner Between 10% to 20%

Furniture and Fixtures 6.33%

Vehicle 9.50%

Building 1.63%

Intangible Assets – Software 16.21%

F-102

l) Provisions, Contingent Liabilities and Contingent Assets

(i) Provisions involving substantial degree of estimation in measurement are recognized when there is a present

obligation as a result of past events and it is probable that there will be an outflow of resources. Contingent liabilities are not recognized but are disclosed in the notes. Contingent assets are neither recognized nor disclosed in the financial statements.

(ii) Provision for non-performing assets/investments and contingent provision against standard assets has been

made as per prudential norms prescribed by the National Housing Bank Act, 1987.

m) Impairment of Assets

Assets are reviewed for impairment at each balance sheet date. In case, events and circumstances indicate any impairment, the recoverable amount of these assets is determined. An asset is impaired when the carrying amount of the asset exceeds its recoverable amount. An impairment loss is charged to the profit and loss account in the period in which an asset is defined as impaired. An impairment loss recognized in prior accounting periods is reversed if there has been a change in the estimate of the recoverable amount and such loss either no longer exists or has decreased.

n) Borrowing Costs

Ancillary costs incurred for arrangement of borrowings such as upfront fees / brokerages are period cost and are amortized over the tenure of the underlying borrowings as per terms of sanction / agreement.

2. Notes on Accounts

a) Contingent Liabilities

I. Contingent Liabilities in respect of Income Tax demands under appeal is Rs. 13.04 Million inclusive of interest levied u/s 234B.

II. Claims against the Company not acknowledged as debts – Rs. 1.67 Million.

III. Undisbursed loans sanctioned are Rs.301.73 Million.

IV. There is a dispute with Lord Krishna Bank regarding sale of loan portfolio which did not materialise. The Bombay High court has appointed an arbitrator to resolve the matter via order dated August 31, 2010.

b) Housing loans are secured, wholly by any or all of the following as applicable to the category under which they fall:

I. Equitable mortgage of Property and / or II. Assignment of life insurance policies and / or

III. Bank guarantees, corporate guarantees or personal guarantee and / or IV. Negative lien and / or V. Undertaking to create a security.

c) Pursuant to the requirement of the Housing Finance Companies (NHB) Directions, 2010:

I. The Company has been granted a new registration No.10.0088.10 dated October 1, 2010 under section 29A of the National Housing Bank Act, 1987 by the National Housing Bank, consequent upon change in the name of the company.

II. The Company has neither accepted nor renewed any fresh public deposits during the current year. Current Liabilities include certain unclaimed public deposits of insignificant value on the balance sheet date.

III. The Company has complied with the section 29C of the National Housing Bank Act, 1987 and transferred Rs.20.17 Million to the special reserve fund created under section 36(1) (viii) of the Income tax Act, 1961 which is in excess of twenty per cent of its net profit.

IV. The Company has complied with the provisions of the Housing Finance Companies (NHB) Directions 2010

F-103

V. Capital to Risk (Weighted) Assets Ratio (CRAR) as disclosed in the return submitted to National Housing Bank has been correctly determined and is in compliance with the minimum as prescribed by the National Housing Bank in these Directions 2010;

VI. The total borrowings of the Company together with the amounts referred to in sub clauses (iii) to (vii) of sub section (bb) of section 45 I of the Reserve Bank of India Act, 1934 and loans from NHB are with the provisions of the Housing Finance Companies (NHB) Directions 2010;

VII. During the current year no new branch office has been opened by the Company. The Company has closed four branches during the year ended March 31, 2011.

VIII. There are no Fines and Penalties paid during the year ended March 31, 2011.

d) The classification of housing and other loans into standard, sub-standard and doubtful assets have been disclosed at gross value and the corresponding provision against non-performing assets has been included under provisions in accordance with the Housing Finance Companies (NHB) Directions 2010 issued by National Housing Bank. The Company voluntary maintains the general provision of standard assets to meet any foreseeable potential losses.

e) There is no Issue of Equity share Capital or change in authorized Capital for the year ended March 31, 2011. As

on March 31, 2011, 34,998,250 Equity shares are held by Religare Finvest Limited, 4,963,160 Equity Shares are held by Maharishi Housing Development Trust and 36,590 Equity Shares by other the shareholders .On 3rd December 2010 Religare Enterprises Limited had transferred 34,998,250 Equity shares at book value of Rs.973.34 Million to Religare Finvest Limited (RFL), a wholly owned subsidiary of Religare Enterprises Limited, as the result the Company become subsidiary of Religare Finvest Limited. However the accounts have been prepared for the entire financial year as a subsidiary company of Religare Finvest Limited.

The profit after tax attributable to the Holding Company for its holding of 87.5% in the Company for the period from December 3, 2010(date of acquisition) to March 31, 2011 is Rs. 25.94 Million(approx).

f) During the year, the company has acquired certain loan portfolio from Religare Finvest Limited at par aggregating Rs.143.85 Million and recognized the assets in the books. The details of the loan portfolio acquired are as under:

(`̀̀̀ in million)

E

g) Earnings Per Share (EPS) (`̀̀̀ in million)

For the year

ended March 31,

Particulars

2010-11

Net Profit being profit attributable to Equity Shareholders 69.37

Weighted average number of equity shares outstanding (Face value Rs.10 per share)

39,998,000

Nominal value of Share (Rs.) 10

Basic/Diluted Earnings per Share (Rs.) 1.73

h) a.) The breakup of Deferred Tax Asset/ (Liability) is as under:

For the year

ended March 31, Particulars

2010-11

Total no of Loan Portfolio acquired 35

Book Value of Loan Portfolio acquired 143.85

Sale consideration for Loan Portfolio acquired 143.85

F-104

(`̀̀̀ in million)

b.) The Company presents its audited financial statements in Rupees, however the same has been presented in the summary statements in Rupees millions rounded to two decimal places.

i) Disclosure of details as required by Para 4 of National Housing Bank Circular No. NHB/ND/DRS/Pol-No. 35/2010-11 dated October 10, 2010:

i. Capital to Risk Assets Ratio (CRAR)

As at March 31,

Items

2010-11

(i) CRAR (%) 44.30%

(ii) CRAR - (Tier I Capital (%) 44.30%

(iii) CRAR - (Tier II Capital (%) -

ii. Exposure to Real Estate Sector

(`̀̀̀ in million)

Category 2010-11

(a) Direct Exposures

(i) Residential Mortgages:-

(a) Individuals housing loans upto Rs.15 lacs 112.88

(b) Individuals housing loans more than Rs.15 lacs 2,096.70

(ii) Commercial Real Estate 27.59

(iii) Investments in Mortgage Backed Securities (MBS) and other Securitised exposures:-

(a) Residential, -

(b) Commercial Real Estate. -

(b) Indirect Exposures

Fund based and non-fund based exposures on National Housing Bank(NHB) and Housing Finance Companies(HFCs)

-

As at March 31,

Particulars

2010-11

Deferred Tax Asset/(Liability)

a) Depreciation (0.03)

b) Gratuity and Leave Encashment 0.26

c) Provision for Doubtful Debts 7.90

Deferred Tax Asset (Net) 8.13

F-105

iii. Assets Liabilities Management

Maturity pattern of certain items of assets and liabilities

(`̀̀̀ in million)

Particulars 1 day to

30/31 days

(One Month)

Over 1

month to 2

months

over 2

months to 3

months

over 3

months to 6

months

over 6

months to

one year

over 1

year to

3years

over 3

years to

five years

over 5

years to

7 years

over 7

years

to10

years

over 10

years

Total

Liabilities

Borrowing from Banks 61.35 - - - - - - - - - 61.35

Market Borrowings 7.71 - 95.00 820.00 225.00 9.65 - - - - 1,157.36

Assets

Advances* 12.75 6.76 6.82 20.89 43.06 302.40 257.56 308.11 479.42 812.17 2249.94

Investments - - - - - - - - - - -

*Net of Provision for Non-Performing Assets (NPA).

F-106

j) Segment information

As the Company is engaged in only one business segment and geographical segment, segment information is not disclosed.

k) Related Party Disclosure:

Nature of Relationship Name of Party

1. Holding Company/Controlling Entity Religare Finvest Ltd. (Became direct subsidiary w. e. f. December 03, 2010)

Religare Enterprises Ltd. (Direct subsidiary up to December 02, 2010)

2. Fellow Subsidiaries Religare Securities Limited

Religare Global Asset Management Inc (Became the wholly owned subsidiary of Religare Enterprises Limited w.e.f. December 01, 2010) Religare Insurance Broking Limited Religare Venture Capital Limited Religare Capital Markets Limited REL Infrafacilities Limited (Name changed from Religare Realty Limited w.e.f. November 18, 2010) Religare Arts Initiative Limited Religare Health Insurance Company Limited Religare Finance Limited Religare Arts Investment Management Limited Vistaar Religare Capital Advisors Limited Religare Asset Management Company Limited Religare Trustee Company Limited Religare Capital Markets International (Mauritius) Limited Religare Capital Markets International (UK) Limited Religare Capital Markets Plc. Tobler (Mauritius) Limited Tobler UK Limited Hichens, Harrison (Middle East) Limited Hichens, Harrison (ventures) Limited Hichens, Harrison (Derivatives) LLP Religare Capital Markets (UK) Limited Religare Capital Markets (Pty) Limited [Name changed from Religare Hichens Harrisons (Pty) Limited, a South African subsidiary of Religare Capital Markets Limited w.e.f. October 04, 2010] Religare Hichens Harrisons Consultoria International Ltd. Religare Capital Markets corporate finance Pte Limited (Name changed from Religare Capital Markets Advisors Pte Limited to Religare Capital Markets corporate finance Pte Limited w.e.f. January 18, 2011) Religare Capital Markets Inc. London Wall Nominees Limited Charterpace Limited Blamire Limited Bloomfield Street Securities Limited (Dissolved w.e.f.May11, 2010) African Communication Services (Proprietary) Limited (Dissolved w.e.f.June 25, 2010) HH1803.com Limited ARM Corporate Finance Limited (Dissolved w.e.f.December 7, 2010) Claridge House Services Limited (Dissolved w.e.f.June 29, 2010) Hichens, Harrisons (Far East) Pte. Limited

F-107

Religare Global Asset Management Japan Co. Limited Religare Investment Advisory (Mauritius) Religare Investment Holding (UK) Limited Religare Advisory Services Limited Religare Global Asset Management (Hong Kong) Limited [Name changed from Religare Capital Markets (HK) Limited to Religare (Hong Kong) Limited w.e.f. December 02, 2010, thereafter changed from Religare (Hong Kong) Limited w.e.f. December 13, 2010] Religare Commodities Limited (Became wholly owned subsidiary of Religare Securities Limited w.e.f. May 31, 2010) Religare Bullion Limited (Incorporated as wholly owned subsidiary of Religare Commodities Limited w.e.f. June 24, 2010) Religare Securities Australia Pty Limited [Incorporated under the laws of Australia, has been made a wholly owned subsidiary of Religare Capital Markets International (Mauritius) Limited w.e.f. October12, 2010, Name changed from Relsec Australia Pty Limited w.e.f. November 17, 2010] Bartleet Mallory Stock Brokers (Pvt) Limited [50% stake acquired by Religare Capital Markets International (Mauritius) Limited w.e.f. November 04, 2010] Religare Share Brokers Limited (Incorporated as wholly owned subsidiary of Religare Securities Limited w.e.f. November 18, 2010) Relsec Nominees No1 Pty Limited (Incorporated as wholly owned subsidiary of Religare Securities Australia Pty Limited w.e.f. November 30, 2010) Relsec Nominees No2 Pty Limited (Incorporated as wholly owned subsidiary of Religare Securities Australia Pty Limited w.e.f. November 30, 2010) Northgate Capital LLC (Religare Enterprises Limited through a wholly subsidiary Religare Global Asset Management Inc. acquired 70% stake in Northgate Capital LLC w.e.f December 01, 2010) Northgate Capital LP (Religare Enterprises Limited through a wholly subsidiary Religare Global Asset Management Inc. acquired 70% stake in Northgate Capital LP w.e.f December 01, 2010) Kyte Management Limited (Religare Capital Markets Plc acquired 100% stake in Kyte Management Limited (KML), acting through its wholly owned subsidiaries Central Joint Enterprises Limited, Hong Kong [now known as Religare Capital Markets (Hong Kong) Limited] and Central Joint Enterprises Pte Limited, Singapore (now known as Religare Capital Markets (Singapore) Pte Limited], trading as "Aviate Global" w.e.f December 09, 2010) Central Joint Enterprises Limited, Hong Kong [Became wholly owned subsidiary of Religare Capital Markets Plc w.e.f December 09, 2010 consequent of the acquisition of Kyte Management Limited (KML)] Central Joint Enterprises Pte Limited, Singapore [Became wholly owned subsidiary of Religare Capital Markets Plc w.e.f December 09, 2010 consequent of the acquisition of Kyte Management Limited (KML)] Barnards Jacobs Mellet (UK) Limited [Religare Capital Markets Plc acquired 100% stake in Barnard Jacobs Mellet (UK) Limited (now known as Religare Capital Markets (EMEA) Limited) on December 14, 2010] Religare Capital Markets (USA) LLC has been acquired by Religare investments holding (UK) limited, a subsidiary of Religare Capital Markets Plc., w. e. f. January 25, 2011.

F-108

3. Individuals owning directly or indirectly Mr. Malvinder Mohan Singh (Promoter) Interest in voting power that gives them Mr. Shivinder Mohan Singh (Promoter) Control and their Relatives

Mrs. Nimmi Singh Mrs. Harjit Grewal Mrs. Japna Malvinder Singh Baby Nimrita Parvinder Singh Baby Nanaki Parvinder Singh Baby Nandini Parvinder Singh Mrs. Aditi Parvinder Singh Master Udayveer Parvinder Singh Master Anhad Parvinder Singh Master Vivan Parvinder Singh Master Kabir Parvinder Singh

4. Key Management personnel and relatives Mr. Kavi Arora (Managing Director) Mr. Deepak Joshi (Director) Mrs. Nidhi Arora Mr. Kamal Arora Master Ishrat Arora Baby Khusshi Arora Mr. Sandeep Arora Mrs. Preeti Arora Mrs. Divya Joshi Mr. Mohan Chandra Joshi Mrs. Hem Lata Joshi Ms. Sharanya Joshi Mr. Praveen Kumar Joshi Mrs. Madhu Bala Joshi

5. Enterprises over which key (3) and (4) are able to exercise significant influence Oscars Investments Limited with whom transactions have taken place Fortis Hospital Limited International Hospital Limited

Religare Voyages Limited Religare Aviation Limited Religare Travels (India) Limited

F-109

Following transactions were carried out with related parties in the ordinary course of business

(`̀̀̀ in million)

Nature of Transactions Name of the Related Party Holding

Company

Subsidiaries/

Fellow

Subsidiaries /

Subsidiaries of

fellow subsidiary

companies

Joint Venture of

Holding Company

Individuals owning

directly or indirectly

interest in voting

power that gives

them control and

relative of any such

individual

Key Management

Personnel and

Relatives thereof

Enterprises in which

a substantial interest

in voting power is

owned directly or

indirectly or over

which such a person

is able to exercise

significant Influence

Total

FINANCE

Inter Corporate Deposit taken Oscar Investments Limited - - - - - 654.86 654.86

Religare Finvest Limited 445.00 - - - - - 445.00

International Hospital Limited - - - - - 200.00 200.00

Fortis Hospital Limited - - - - - 600.00 600.00

Religare Aviation Limited - - - - - 147.00 147.00

Inter Corporate Deposit taken

Total

445.00 - - - - 1,601.86 2,046.86

Inter Corporate Deposit repaid Oscar Investments Limited - - - - - 654.86 654.86

Religare Finvest Limited 220.00 - - - - - 220.00

Fortis Hospital Limited - - - - - 200.00 200.00

Religare Aviation Limited - - - - - 147.00 147.00

Inter Corporate Deposit repaid

Total

220.00 - - - - 1,001.86

1,221.86

Interest on ICD paid Oscar Investments Limited - - - - - 15.12 15.12

Religare Finvest Limited 4.57 - - - - - 4.57

International Hospital Limited - - - - - 0.18 0.18

Fortis Hospital Limited - - - - - 20.14 20.14

Religare Aviation Limited - - - - - 1.57 1.57

Interest on ICD paid Total 4.57 - - - - 37.01 41.58

Inter Corporate Deposits given

Religare Aviation Limited - - - - - 303.00 303.00

Inter Corporate Deposits Given Total - - - - - 303.00 303.00

Inter Corporate Deposits received

back

Religare Aviation Limited - - - - - 303.00 303.00

Inter Corporate Deposits received back Total - - - - - 303.00 303.00

Interest Received on Inter

Corporate Deposits

Religare Aviation Limited - - - - - 2.05 2.05

Interest Received on Inter Corporate Deposits Total - - - - - 2.05 2.05

Travelling Expenses paid Religare Travels India Ltd -

-

-

-

-

0.59

0.59

REL Infrafacilities Limited -

0.01

-

-

-

-

0.01

Travelling Expenses paid total

-

0.01

-

-

-

0.59

0.60

F-110

(`̀̀̀ in million)

Nature of Transactions Name of the Related Party Holding

Company

Subsidiaries/

Fellow

Subsidiaries /

Subsidiaries of

fellow

subsidiary

companies

Joint Venture of

Holding

Company

Individuals

owning directly or

indirectly interest

in voting power

that gives them

control and

relative of any

such individual

Key

Management

Personnel and

Relatives thereof

Enterprises in

which a substantial

interest in voting

power is owned

directly or

indirectly or over

which such a

person is able to

exercise significant

Influence

Total

Loan Repayment-Principal Deepak Joshi - - - - 1.54 - 1.54

Loan Repayment-Interest Deepak Joshi - - - - 0.55 - 0.55

Allocation of Expenses to other

Companies

Religare Finvest Limited 2.62 - - - - - 2.62

REL Infrafacilities Limited - 0.07 - - - - 0.07

Allocation of Expenses to other Companies Total 2.62 0.07 - - - - 2.69

Allocation of Expenses by

other Companies

Religare Finvest Limited 3.60 - - - - - 3.60

Allocation of Expenses by other Companies Total 3.60 - - - - - 3.60

Expenses reimbursed to other

Companies

Religare Enterprises Limited 0.34 - - - - - 0.34

Expenses reimbursed to other Companies Total 0.34 - - - - - 0.34

Transfer of loan account Religare Finvest Limited 143.85 - - - - - 143.85

Transfer of Loan Account Total 143.85 - - - - - 143.85

Remuneration to Key

Management Personnel

- - - - 9.52 - 9.52

Deepak Joshi -

Kavi Arora -

Remuneration to Key

Management Personnel Total

- - - - 9.52 - 9.52

Outstanding as on March 31,

2011

-

Receivables -

Loan Receivable-Principal Deepak Joshi - - - - 4.89 - 4.89

Loan Receivable-Interest Deepak Joshi - - - - 0.04 - 0.04

Other Receivables Total - - - - 4.93 - 4.93

F-111

(`̀̀̀ in million )

Nature of Transactions Name of the Related Party Holding

Company

Subsidiaries/

Fellow

Subsidiaries /

Subsidiaries of

fellow subsidiary

companies

Joint Venture of

Holding Company

Individuals owning

directly or indirectly

interest in voting

power that gives

them control and

relative of any such

individual

Key Management

Personnel and

Relatives thereof

Enterprises in which

a substantial interest

in voting power is

owned directly or

indirectly or over

which such a person

is able to exercise

significant Influence

Total

Payables

Other Payables Religare Enterprises Limited 0.59 - - - - - 0.59

Other Payables Total 0.59 - - - - - 0.59

Unsecured Loans/interest accrued

due

Religare Finvest Limited 225.00 - - - - - 225.00

International Hospital Limited - - - - - 200.00 200.00

Fortis Hospital Limited - - - - - 400.00 400.00

Interest accrued and due

Religare Finvest Limited 3.94 - - - - - 3.94

International Hospital Limited - - - - - 0.17 0.17

Fortis Hospital Limited - - - - - 0.33 0.33

Unsecured Loans Total 228.94 - - - - 600.50 829.44

Other Payables Total 229.53 - - - - 600.50 830.03

F-112

l. There are no transactions during the year with Micro, Small and Medium enterprises and as such there is no balance outstanding as at March 31, 2011.

m. Fixed Deposits with Scheduled Banks includes Fixed Deposits pledged with bank for Overdraft facility amounting to Rs.19.80 Million as on March 31, 2011.

n. Previous year’s figures have been regrouped and/or rearranged wherever considered necessary to conform to current year’s grouping and classifications.

F-113

Religare Housing Development Finance Corporation Limited

Statement of Accounting Ratios Annexure - VII

Calculation of Return on Net Worth (RONW)

(`̀̀̀ in million)

Schedule As at March 31, Particulars

Annexure IV 2011

Net Profit After Tax 69.37

Net Worth

Share Capital J 399.98

Share Application money - Reserves and Surplus K 688.10 Intangible assets and Deferred tax asset (net) (10.20)

Net Worth as at the end of financial year ( refer Note 1)

1,077.88

Net Profit After Tax

Return on Net Worth(%) = --------------------------- * 100

Net Worth

6.44%

Calculation of Net Asset Value (NAV) per Equity Share (`̀̀̀ in million)

As at March 31, Particulars

Schedule

Annexure IV 2011

Net Worth

Share Capital J 399.98

Share Application money -

Reserves And Surplus K 688.10

Intangible assets and Deferred tax asset (net) (10.20) Net Asset Value (refer Note 1) 1,077.88

Number of Equity shares outstanding as at end of the year 39,998,000

Net Asset Value per Equity Share (Rs.) =

Net Asset Value

--------------------------------* 100

Number of Equity Shares

26.95

F-114

Religare Housing Development Finance Corporation Limited

Statement of Accounting Ratios

Annexure - VII

Calculation of Debt Equity Ratio

(`̀̀̀ in million)

Particulars As at March 31, 2011

Debt

Short Term 61.35

Long Term -

Total Debt 61.35

Shareholders’ Funds (Equity)

Share Capital 399.98

Reserves and Surplus 688.10

Total Shareholders’ Funds(Equity) 1,088.08

Debt/Equity Ratio (Number of Times) =

Debt

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

Total Shareholders’ Funds(Equity)

0.06

Note: 1. The Company is a Housing finance company registered with the National Housing bank (“NHB”) .Intangible assets and deferred tax asset (net) has been deducted in calculating the Net worth and Net Asset Value as required by NHB guidelines for net worth calculation. Statement of Dividend Declared Annexure - VIII

The Company has not declared any dividend during the financial year ended March 31, 2011.

123

DISCLOSURES ON EXISTING FINANCIAL INDEBTEDNESS

A. Details of Secured Borrowings:

Our Company’s secured borrowings as on March 31, 2011 amount to ` 52,256.61 million. The details of the individual borrowings are set out below:

1. Term Loans from Banks:

(`̀̀̀ in millions) Sr.

No.

Name of lender Date of sanction Amount outstanding

as on March 31, 2011

Maturity date

1. Axis Bank Limited September 29, 2009 1,000.00 September 29, 2012

2. Axis Bank Limited February 18, 2011 2,000.00 February 18, 2014

3. Axis Bank Limited September 9, 2010 3,000.00 September 9, 2015

4. Bank of India November 9, 2010 1,000.00 November 9, 2015

5. Bank of Maharashtra October 1, 2010 500.00 October 1, 2015

6. Canara Bank October 26, 2010 2,437.50 October 26, 2014

7. Central Bank of India September 24, 2010 2,500.00 September 24, 2013

8. Corporation Bank December 27, 2010 2,500.00 August 27, 2016

9. Deutsche Bank September 6, 2010 1,000.00 September 6, 2012

10. The Federal Bank Limited November 15, 2010 920.00 May 15, 2013

11. HDFC Bank Limited November 18, 2009 319.44 November 18, 2012

12. HDFC Bank Limited August 30, 2010 750.00 August 30, 2012

13. IDBI Bank Limited February 2, 2011 1,500.00 August 2, 2014

14. IDBI Bank Limited September 15, 2010 1,250.00 March 15, 2014

15. IDBI Bank Limited September 15, 2010 1,500.00 September 15, 2014

16. IndusInd Bank Limited June 29, 2010 500.00 June 29, 2013

17. Oriental Bank Of Commerce September 20, 2010 1,000.00 September 20, 2015

18. Punjab & Sind Bank September 24, 2010 1,500.00 December 24, 2014

19. Punjab National Bank March 15, 2011 2,500.00 March 15, 2016

20. Syndicate Bank February 6, 2010 1,500.00 February 6, 2013

21. Syndicate Bank September 25, 2010 1,500.00 March 25, 2015

22. Union Bank of India August 28, 2010 1,750.00 August 28, 2014

23. YES Bank Limited October 28, 2010 1,000.00 October 28, 2012

24. YES Bank Limited March 29, 2010 666.67 March 29, 2013

25. YES Bank Limited September 24, 2009 600.00 September 24, 2012

Total 34,693.61

2. Cash Credit from Banks:

(`̀̀̀ in millions) Sr.

No.

Name of lender Date of sanction Amount outstanding as on March 31,

2011

1. Punjab National Bank October 20, 2010 1,250.00

2. Central Bank of India March 30, 2011 2,000.00

3. Bank of India January 3, 2011 500.00

4. Bank of India January 3, 2011 1,500.00

124

Sr.

No.

Name of lender Date of sanction Amount outstanding as on March 31,

2011

5. Citibank N.A. March 18, 2011 1,000.00

6. IndusInd Bank June 29, 2010 500.00

Total 6,750.00

3. Cash Credit from Institutions:

(`̀̀̀ in millions) Sr.

No.

Name of lender Date of sanction Amount outstanding as on March 31,

2011

1. Citicorp Finance (India) Limited

September 1, 2010 1,000.00

Total 1,000.00

4. Our Company has issued secured redeemable non convertible debentures (Series I - Non - Convertible

Debentures) of face value of `̀̀̀ 1,000,000 each on a private placement basis of which `̀̀̀ 2,500 million is

outstanding as on March 31, 2011 the details of which are set forth below:

(`̀̀̀ in millions)

Sr.

No.

Name of debenture holders Date of allotment Amount outstanding

as on March 31, 2011

Maturity date

1. Religare Mutual Fund October 14, 2009 2,400.00 October 14, 2011

2. Federal Bank October 14, 2009 100.00 October 14, 2011

Total 2,500.00

5. Our Company has issued secured redeemable non convertible debentures (Series II - Non - Convertible

Debentures) of face value of `̀̀̀ 1,000,000 each on a private placement basis of which `̀̀̀ 1,340 million is

outstanding as on March 31, 2011 the details of which are set forth below:

(`̀̀̀ in millions)

Sr.

No.

Name of debenture holders Date of allotment Amount outstanding

as on March 31, 2011

Maturity date

1. Standard Chartered Bank (Mauritius) Limited

November 17, 2009 670.00 November 17, 2011

2. Standard Chartered Bank (Mauritius) Limited

November 17, 2009 670.00 November 17, 2012

Total 1,340.00

6. Our Company has issued secured redeemable non convertible debentures (Series III - Non - Convertible

Debentures) of face value of `̀̀̀ 1,000,000 each on a private placement basis of which `̀̀̀ 2,000 million is

outstanding as on March 31, 2011 the details of which are set forth below:

(`̀̀̀ in millions)

Sr.

No.

Name of debenture holders Date of allotment Amount outstanding

as on March 31, 2011

Maturity date

1. Religare Mutual Fund April 8, 2010 1,250.00 June 9, 2011

2. Religare Mutual Fund April 8, 2010 750.00 April 11, 2011

Total 2,000.00

7. Our Company has issued secured redeemable non convertible debentures (Series IV - Non - Convertible

Debentures) of face value of `̀̀̀ 1,000,000 each on a private placement basis of which `̀̀̀ 1,503 million is

outstanding as on March 31, 2011 the details of which are set forth below:

125

(`̀̀̀ in millions)

Sr.

No.

Name of debenture holders Date of allotment Amount outstanding

as on March 31, 2011

Maturity date

1. Union Bank of India September 30, 2010 75.00 September 30, 2014

2. Allahabad Bank September 30, 2010 30.00 September 30, 2014

3. Karnataka Vikas Grameena Bank

September 30, 2010 6.00 September 30, 2014

4. SBI Pension Fund September 30, 2010 90.90 September 30, 2014

5. LIC Pension Fund September 30, 2010 24.00 September 30, 2014

6. Bank of Baroda September 30, 2010 75.00 September 30, 2014

7. Oriental Bank of Commerce September 30, 2010 30.00 September 30, 2014

8. Air India Employee Provident Fund

September 30, 2010 15.00 September 30, 2014

9. Corporation Bank September 30, 2010 45.00 September 30, 2014

10. Union Bank of India September 30, 2010 75.00 March 30, 2015

11. Allahabad Bank September 30, 2010 30.00 March 30, 2015

12. Karnataka Vikas Grameena Bank

September 30, 2010 6.00 March 30, 2015

13. SBI Pension Fund September 30, 2010 90.90 March 30, 2015

14. LIC Pension Fund September 30, 2010 24.00 March 30, 2015

15. Bank of Baroda September 30, 2010 75.00 March 30, 2015

16. Oriental Bank of Commerce September 30, 2010 30.00 March 30, 2015

17. Air India Employee Provident Fund

September 30, 2010 15.00 March 30, 2015

18. Corporation Bank September 30, 2010 45.00 March 30, 2015

19. Union Bank of India September 30, 2010 100.00 September 30, 2015

20. Allahabad Bank September 30, 2010 40.00 September 30, 2015

21. Karnataka Vikas Grameena Bank

September 30, 2010 8.00 September 30, 2015

22. SBI Pension Fund September 30, 2010 121.20 September 30, 2015

23. LIC Pension Fund September 30, 2010 32.00 September 30, 2015

24. Bank of Baroda September 30, 2010 100.00 September 30, 2015

25. Oriental Bank of Commerce September 30, 2010 40.00 September 30, 2015

26. Air India Employee Provident Fund

September 30, 2010 20.00 September 30, 2015

27. Corporation Bank September 30, 2010 60.00 September 30, 2015

28. Syndicate Bank September 30, 2010 200.00 September 30, 2013

Total 1503.00

126

8. Our Company has issued secured redeemable non convertible debentures (Series VI - Non - Convertible

Debentures) of face value of `̀̀̀ 1,000,000 each on a private placement basis of which `̀̀̀ 1,490 million is

outstanding as on March 31, 2011 the details of which are set forth below:

(`̀̀̀ in millions)

Sr.

No.

Name of debenture holders Date of allotment Amount outstanding

as on March 31, 2011

Maturity date

1. ICICI Prudential Mutual Fund March 18, 2011 700.00 May 18, 2012

2. ICICI Prudential Mutual Fund March 18, 2011 200.00 June 6, 2012

3. ICICI Prudential Mutual Fund March 18, 2011 260.00 July 2, 2012

4. ICICI Prudential Mutual Fund March 18, 2011 330.00 May 15, 2012

Total 1,490.00

9. Our Company has issued secured redeemable non convertible debentures (Series VII - Non - Convertible

Debentures) of face value of `̀̀̀ 1,000,000 each on a private placement basis of which `̀̀̀ 980 million is

outstanding as on March 31, 2011 the details of which are set forth below:

(`̀̀̀ in millions)

Sr.

No.

Name of debenture holders Date of allotment Amount outstanding

as on March 31, 2011

Maturity date

1. ICICI Prudential Mutual Fund March 31, 2011 500.00 April 23, 2012

2. ICICI Prudential Mutual Fund March 31, 2011 250.00 June 15, 2012

3. ICICI Prudential Mutual Fund March 31, 2011 230.00 April 27, 2012

Total 980.00

B. Details of Unsecured Borrowings:

Our Company’s Unsecured Borrowings as on March 31, 2011 amount to ` 37,852.06 million, which includes interest accrued and due on unsecured borrowings aggregating to ` 28.51 million. The details of the individual Borrowings are set forth below:

1. Commercial Paper:

(`̀̀̀ in millions)

Sr.

No.

Name of holder Date of disbursement Amount outstanding

as on March 31, 2011

Maturity date

1. Taurus Mutual Fund April 5, 2010 199.88 April 4, 2011

2. ICICI Prudential Mutual Fund April 6, 2010 549.55 April 5, 2011

3. ICICI Prudential Mutual Fund April 12, 2010 997.91 April 11, 2011

4. Canara Robeco Mutual Fund April 15, 2010 498.87 April 12, 2011

5. Bharti Axa Mutual Fund April 21, 2010 49.81 April 20, 2011

6. UTI Mutual Fund April 23, 2010 248.97 April 22, 2011

7. ICICI Prudential Mutual Fund April 26, 2010 497.58 April 25, 2011

8. UTI Mutual Fund April 26, 2010 497.94 April 22, 2011

9. Deutsche Mutual Fund May 5, 2010 99.33 May 4, 2011

10. LIC Mutual Fund May 11, 2010 1,987.43 May 10, 2011

11. ICICI Prudential Mutual Fund May 17, 2010 544.89 May 16, 2011

12. HDFC Mutual Fund May 26, 2010 494.42 May 25, 2011

13. UTI Mutual Fund June 8, 2010 247.09 May 30, 2011

14. Canara Robeco Mutual Fund June 9, 2010 246.65 June 8, 2011

15. Deutsche Mutual Fund June 14, 2010 246.51 June 13, 2011

16. L&T Mutual Fund June 16, 2010 295.35 June 15, 2011

17. Canara HSBC Oriental Bank of Commerce Life Insurance Limited

June 22, 2010 98.42 June 21, 2011

127

Sr.

No.

Name of holder Date of disbursement Amount outstanding

as on March 31, 2011

Maturity date

18. Fortis Mutual Fund June 28, 2010 294.84 June 27, 2011

19. UTI Mutual Fund June 28, 2010 196.80 June 21, 2011

20. Canara HSBC Oriental Bank of Commerce Life Insurance Limited

June 30, 2010 49.12 June 29, 2011

21. UTI Mutual Fund July 6, 2010 491.32 June 28, 2011

22. Fortis Mutual Fund July 12, 2010 117.84 June 30, 2011

23. Deutsche Mutual Fund August 24 , 2010 241.85 August 23, 2011

24. Federal Bank Limited September 7, 2010 96.37 September 6, 2011

25. UTI Mutual Fund September 7, 2010 145.74 August 3, 2011

26. UTI Mutual Fund September 7, 2010 145.27 August 17, 2011

27. Deutsche Bank AG September 8, 2010 144.58 September 7, 2011

28. Federal Bank Limited September 9, 2010 144.51 September 8, 2011

29. Deutsche Mutual Fund September 14, 2010 48.13 September 12, 2011

30. Kotak Mutual Fund September 20, 2010 240.59 September 9, 2011

31. ICICI Prudential Mutual Fund September 20, 2010 240.03 September 19, 2011

32. Fortis Mutual Fund September 22, 2010 192.16 September 15, 2011

33. Fortis Mutual Fund September 23, 2010 143.88 September 22, 2011

34. IDFC Limited September 23, 2010 143.88 September 22, 2011

35. UTI Mutual Fund September 23, 2010 287.77 September 22, 2011

36. The Jammu & Kashmir Bank Limited

September 27 , 2010 95.83 September 26, 2011

37. Fortis Mutual Fund September 27 , 2010 115.80 September 15, 2011

38. Sundaram BNP Paribas Mutual Fund

September 27 , 2010 95.81 September 27, 2011

39. Deutsche Mutual Fund September 29, 2010 47.90 September 28, 2011

40. Sundaram BNP Paribas Mutual Fund

September 29, 2010 143.67 September 29, 2011

41. Fidelity Mutual Fund October 4, 2010 143.53 October 4, 2011

42. ICICI Prudential Mutual Fund October 1, 2010 478.89 September 29, 2011

43. ICICI Prudential Mutual Fund October 1, 2010 239.45 September 29, 2011

44. IDFC Limited October 11, 2010 143.15 October 10, 2011

45. Fortis Mutual Fund October 11, 2010 286.31 October 10, 2011

46. ICICI Prudential Mutual Fund October 20, 2010 748.03 April 12, 2011

47. Deutsche Mutual Fund November 4, 2010 236.67 November 4, 2011

48. Cholamandalam MS General Insurance Company Limited

November 10, 2010 47.33 November 4, 2011

49. BNP Paribas Mutual Fund November 18, 2010 141.48 November 17,

128

Sr.

No.

Name of holder Date of disbursement Amount outstanding

as on March 31, 2011

Maturity date

2011

50. India Infoline Limited November 19, 2010 47.14 November 18, 2011

51. BNP Paribas Mutual Fund November 24, 2010 141.14 November 23, 2011

52. Kotak Mutual Fund November 24, 2010 473.43 October 25, 2011

53. ICICI Prudential Mutual Fund December 28, 2010 925.77 December 27, 2011

54. Deutsche Mutual Fund January 21, 2011 89.49 April 20, 2011

55. Sundaram Mutual Fund January 21, 2011 99.44 April 20, 2011

56. Deutsche Mutual Fund February 3, 2011 64.15 February 3, 2012

57. L&T Mutual Fund February 4, 2011 99.02 May 4, 2011

58. Dabur India Limited February 7, 2011 94.06 November 3, 2011

59. Sundaram Mutual Fund February 10, 2011 129.61 April 11, 2011

60. BNP Paribas Mutual Fund February 11, 2011 172.92 May 11, 2011

61. BNP Paribas Mutual Fund February 11, 2011 172.92 May 11, 2011

62. SBI Mutual Fund February 18, 2011 167.68 May 18, 2011

63. JM Mutual Fund February 23, 2011 492.30 May 23, 2011

64. Deutsche Securities Mauritius Limited

March 4, 2011 95.51 September 2, 2011

65. Deutsche Securities Mauritius Limited

March 7, 2011 381.56 September 6, 2011

66. BNP Paribas Mutual Fund March 9, 2011 225.88 March 5, 2012

67. BNP Paribas Mutual Fund March 9, 2011 180.71 March 5, 2012

68. Deutsche Mutual Fund March 9, 2011 98.51 June 8, 2011

69. JM Mutual Fund March 10, 2011 98.54 June 6, 2011

70. Dabur India Limited March 10, 2011 244.78 June 9, 2011

71. BNP Paribas Mutual Fund March 10, 2011 135.52 March 5, 2012

72. Canara HSBC Oriental Bank of Commerce Life Insurance Company Limited

March 10, 2011 90.27 March 8, 2012

73. JM Mutual Fund March 10, 2011 244.78 June 9, 2011

74. Deutsche Mutual Fund March 11, 2011 48.96 June 9, 2011

75. Canara Bank March 15, 2011 146.64 June 14, 2011

76. Peerless Mutual Fund March 15, 2011 488.81 June 14, 2011

77. BNP Paribas Mutual Fund March 15, 2011 198.79 April 20, 2011

78. Escorts Mutual Fund March 18, 2011 48.85 June 16, 2011

79. JM Financial Asset Management Private Limited

March 18, 2011 89.92 March 16, 2012

80. ICICI Prudential Mutual Fund March 21, 2011 95.06 September 12, 2011

81. Canara Bank March 22, 2011 97.52 June 21, 2011

82. Deutsche Mutual Fund March 22, 2011 487.33 June 21, 2011

83. Reliance Mutual Fund March 23, 2011 1,948.71 June 22, 2011

84. Dabur India Limited March 23, 2011 97.47 June 21, 2011

85. Deutsche Securities Mauritius Limited

March 24, 2011 331.48 September 22, 2011

86. Fidelity Mutual Fund March 23, 2011 244.51 June 10, 2011

87. Bnp Paribas Mutual Fund March 24, 2011 192.46 August 1, 2011

88. ICICI Prudential Mutual Fund March 24, 2011 1,461.06 June 23, 2011

89. JP Morgan Mutual Fund March 25, 2011 486.86 June 24, 2011

90. Escorts Mutual Fund March 28, 2011 17.91 March 26, 2012

129

Sr.

No.

Name of holder Date of disbursement Amount outstanding

as on March 31, 2011

Maturity date

91. Escorts Mutual Fund March 28, 2011 48.63 June 27, 2011

92. Deutsche Mutual Fund March 30, 2011 244.04 June 15, 2011

93. ICICI Prudential Life Insurance Company Limited

March 29, 2011 486.22 June 27, 2011

94. ICICI Prudential Life Insurance Company Limited

March 29, 2011 472.38 September 26, 2011

95. Benchmark Mutual Fund March 25, 2011 194.68 June 24, 2011

96. National Bank For Agriculture And Rural Development

March 25, 2011 973.19 June 24, 2011

97. Pramerica Mutual Fund March 25, 2011 224.26 March 16, 2012

98. JM Mutual Fund March 28, 2011 152.48 March 16, 2012

99. Reliance Mutual Fund March 28, 2011 972.23 June 27, 2011

100. National Bank For Agriculture And Rural Development

March 29, 2011 242.85 June 29, 2011

101. Punjab National Bank March 30, 2011 242.98 June 28, 2011

102. BNP Paribas Mutual Fund March 30, 2011 268.03 March 29, 2012

103. Dabur India Limited March 30, 2011 97.00 July 4, 2011

104. Puran Associates Private Limited

March 30, 2011 145.51 July 4, 2011

105. Canara Robeco Mutual Fund March 30, 2011 485.80 June 29, 2011

106. Credit Suisse AG Singapore Branch

March 29, 2011 447.13 March 26, 2012

107. DLF Pramerica Life Insurance Company Limited

March 29, 2011 48.60 June 29, 2011

108. Sundaram Mutual Fund March 30, 2011 178.69 March 29, 2012

109. BNP Paribas Mutual Fund March 30, 2011 242.98 June 28, 2011

110. DSP Merill Lynch Capital Limited

March 30, 2011 944.75 September 28, 2011

111. Credit Suisse AG Singapore Branch

March 30, 2011 485.02 July 4, 2011

112. Taurus Mutual Fund March 31, 2011 242.97 June 28, 2011

113. Canara Robeco Mutual Fund March 31, 2011 485.79 June 29, 2011

Total 33,902.81

2. Inter - Corporate Deposits:

(`̀̀̀ in millions)

Sr.

No.

Name of depositor Date of disbursement Amount outstanding

as on March 31, 2011

Maturity date

1. Golden Diamond Estates Private Limited

March 1, 2011 4.24 June 1, 2011

2. International Hospital Limited March 29, 2011 746.50 April 29, 2011

3. International Hospital Limited March 18, 2011 1,250.00 June 27, 2011

4. Religare Health Insurance Company Limited

February 18, 2011 1,120.00 May 19, 2011

Total 3,120.74

3. Unsecured Loans - Subordinated Debts:

Our Company has issued unsecured redeemable non convertible subordinated debentures (Series V - Subordinated - Non - Convertible Debentures) of face value of ` 1,000,000 each on a private placement basis of which ` 800 million is outstanding as on March 31, 2011 the details of which are set forth below:

130

(`̀̀̀ in millions)

Description Date of Allotment Amount outstanding

as on March 31, 2011

Redemption

Month

Axis Bank Limited March 31, 2011 300.00 August 31, 2016 RHC Finance Private Limited March 31, 2011 500.00 August 31, 2016

Total 800.00

C. Asset Liability Mismatch:

A portion of our funding requirements is met through short-term funding sources, being, bank loans, working capital demand loans, cash credit, short term loans and commercial papers. Further, a large portion of our loan assets mature over a medium/long term, while comparatively some of our liabilities in connection with the credit facilities obtained by us are for a relatively shorter periods of time. Consequently, our inability to obtain additional credit facilities or renew our existing credit facilities, in a timely manner or at all, may lead to mismatches between our assets and liabilities. Based on the structural liquidity position of our Company as on March 31, 2011 as per the RBI norms, our Company has positive asset liability mismatch of ` 854.40 million over a period of October 01, 2010 till March 31, 2011, based on our submission dated April 25, 2011, to RBI.

Restrictive Covenants under our Financing Arrangements:

Some of the corporate actions for which our Company requires the prior written consent of lenders include the following:

1. to declare and/ or pay dividend to any of its shareholders whether equity or preference, during any financial

year unless our Company has paid to the lender the dues payable by our Company in that year; 2. to undertake or permit any merger, amalgamation or compromise with its shareholders, creditors or effect any

scheme of amalgamation or reconstruction; 3. to create or permit any charges or lien on any mortgaged properties; 4. to amend its MOA and AOA or alter its capital structure; and 5. to make any major investments by way of deposits, loans, share capital, etc. in any manner. Servicing behaviour on existing debt securities, payment of due interest on due dates on term loans and debt

securities.

As on the date of this Prospectus, there has been no default in payment of principal or interest on any existing term loan and debt security issued by the Issuer in the past.

131

MATERIAL DEVELOPMENTS

Save as disclosed hereinafter, there have been no material developments since March 31, 2011 which effect the

operations, or financial condition of our Company:

• On April 14, 2011, our Company redeemed Secured Non - Convertible Debentures issued on a private placement basis (Series I - Non - Convertible Debentures) (` 2,500 million) of face value of ` 1,000,000 per debenture, pursuant to the exrcise of a put option in connection with such debentures.

• On May 6, 2011, our Promoter filed a Draft Letter of Offer with SEBI for the issue of equity shares of the face value of ` 10 each, aggregating upto ` 8,000 million (Rupees Eight Thousand Million only) to the equity shareholders of our Promoter on rights basis. Our Promoter intends to utilise ` 6,000 million (Rupees Six Thousand Million only) out of the aforementioned issue of equity shares, for the purpose of investing in our Company, Religare Capital Markets Limited and AEGON Religare Life Insurance Company Limited.

• On May 30, 2011, our Company has issued and allotted 10.90% Secured CCDs of face value of ` 1,000,000 (Rupees One Million each), aggregating upto ` 1,500,000,000 (Rupees Fifteen Hundred Million only) to our Promoter in one tranche vide a term sheet dated May 30, 2011 and an amendment letter dated August 12, 2011.

• On April 11, 2011 and June 9, 2011, our Company redeemed Secured Non - Convertible Debentures issued on a private placement basis (Series III - Non - Convertible Debentures) of face value of ` 1,000,000 per debenture, aggregating to ` 750 million and ` 1,250 million, respectively.

• On June 30, 2011 and July 26, 2011, our Company has issued and allotted 12.75% Unsecured Subordinated NCDs of face value of ` 1,000,000 (Rupees One Million each), aggregating upto ` 1,725,000,000 (Rupees One Thousand Seven Hundred and Twenty Five Million only) to commercial banks, company/body corporate, pension funds and individual investors in two tranches.

• On August 2, 2011 and August 30, 2011, our Company has issued and allotted 12.75% Unsecured Subordinated NCDs of face value of ` 1,000,000 (Rupees One Million each), aggregating upto ` 271,000,000 (Rupees Two Hundred and Seventy One Million only) to company/body corporate, pension funds and individual investors in two tranches.

• On August 2, 2011, our Company has availed of Subordinated Debt of ` 1,250,000,000 (Rupees One Thousand Two Hundred and Fifty Million only) at (Base rate + 300 basis points) per annum from ICICI Bank Limited.

• On August 9, 2011, our Company has issued and allotted 1% Non Convertible Cumulative Redeemable Preference Shares of face value ` 10 (Rupees Ten each), aggregating upto ` 1,250,000,000 (Rupees One Thousand Two Hundred and Fifty Million only) and at a premium of ` 90 each, to ICICI Bank Limited.

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SECTION VI : ISSUE RELATED INFORMATION

TERMS OF THE ISSUE Principal Terms & Conditions of this Issue The NCDs being offered as part of the Issue are subject to the provisions of the Debt Regulations, the Act, the Memorandum and Articles of Association of our Company, the terms of the Draft Prospectus, this Prospectus, the Application Forms, the terms and conditions of the Debenture Trustee Agreement and the Debenture Trust Deed, other applicable statutory and/or regulatory requirements including those issued from time to time by SEBI/the Government of India/BSE, RBI, and/or other statutory/regulatory authorities relating to the offer, issue and listing of securities and any other documents that may be executed in connection with the NCDs. Ranking of NCDs

The NCDs would constitute direct and secured obligations of ours and shall rank pari passu inter se, and subject to any obligations under applicable statutory and/or regulatory requirements, shall also, with regard to the amount invested, be secured by way of a first pari passu charge on the identified immovable property and a first pari passu floating charge on the standard business receivables of our Company to the extent of at least 1.1 times of

the amounts outstanding in respect of the NCDs at any time. The claims of the NCD holders shall be superior to the claims of any unsecured creditors, subject to applicable statutory and/or regulatory requirements and shall rank pari passu to the claims of the secured creditors of the Company having a first pari-passu charge over the identified immovable property to be charged as security in connection with the NCDs and/or a first floating charge on the standard business receivables of the Company. Debenture Redemption Reserve

Section 117C of the Act states that any company that intends to issue debentures must create a DRR to which adequate amounts shall be credited out of the profits of the company until the redemption of the debentures. The Ministry of Corporate Affairs has, through its circular dated April 18, 2002, (“Circular”), specified that the quantum of DRR to be created before the redemption liability actually arises in normal circumstances should be ‘adequate’ to pay the value of the debentures plus accrued interest, (if not already paid), till the debentures are redeemed and cancelled. The Circular however further specifies that, for NBFCs like our Company, (NBFCs which are registered with the RBI under Section 45-IA of the RBI Act), the adequacy of the DRR will be 50% of the value of debentures issued through the public issue. Accordingly our Company is required to create a DRR of 50% of the value of debentures issued through the public issue. As further clarified by the Circular, the amount to be credited as DRR will be carved out of the profits of the company only if there is profit for the particular year and there is no obligation on the part of the company to create DRR if there is no profit for the particular year. Our Company shall credit adequate amounts to DRR, from its profits every year until such NCDs are redeemed. The amounts credited to DRR shall not be utilized by the company except for the redemption of the NCDs.

Face Value

The face value of each NCD shall be ` 1,000. NCD holder not a Shareholder

The NCD holders will not be entitled to any of the rights and privileges available to the equity and/or preference shareholders of our Company. Rights of NCD holders

Some of the significant rights available to the NCD holders are as follows:

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1. The NCDs shall not, except as provided in the Act, confer upon the holders thereof any rights or privileges available to our members including the right to receive notices or annual reports of, or to attend and/or vote, at our general meeting. However, if any resolution affecting the rights attached to the NCDs is to be placed before the members, the said resolution will first be placed before the concerned registered NCD holders for their consideration. In terms of Section 219(2) of the Act, holders of NCDs shall be entitled to a copy of the balance sheet and copy of trust deed on a specific request made to us.

2. Subject to applicable statutory/regulatory requirements, including requirements of the RBI, the rights,

privileges and conditions attached to the NCDs may be varied, modified and/or abrogated with the consent in writing of the holders of at least three-fourths of the outstanding amount of the NCDs or with the sanction of a special resolution passed at a meeting of the concerned NCD holders, provided that nothing in such consent or resolution shall be operative against us, where such consent or resolution modifies or varies the terms and conditions governing the NCDs, if the same are not acceptable to us.

3. The registered NCD holder or in case of joint-holders, the one whose name stands first in the register of

debenture holders shall be entitled to vote in respect of such NCDs, either in person or by proxy, at any meeting of the concerned NCD holders and every such holder shall be entitled to one vote on a show of hands and on a poll, his/her voting rights on every resolution placed before such meeting of the NCD holders shall be in proportion to the outstanding nominal value of NCDs held by him/her.

4. The NCDs are subject to the provisions of the Debt Regulations, the Act, the Memorandum and Articles of

Association of our Company, the terms of the Draft Prospectus, this Prospectus, the Application Forms, the terms and conditions of the Debenture Trust Deed, requirements of the RBI, other applicable statutory and/or regulatory requirements relating to the issue and listing, of securities and any other documents that may be executed in connection with the NCDs.

5. A register of NCD holders will be maintained in accordance with Section 152 of the Act and all interest

and principal sums becoming due and payable in respect of the NCDs will be paid to the registered holder thereof for the time being or in the case of joint-holders, to the person whose name stands first in the Register of NCD holders as on the record date.

6. Subject to compliance with RBI requirements, NCDs can be rolled over only with the consent of the holders

of at least 75% of the outstanding amount of the NCDs after providing at least 21 days prior notice for such roll over and in accordance with the Debt Regulations. The Company shall redeem the debt securities of all the debt securities holders, who have not given their positive consent to the roll-over.

The aforementioned rights of the NCD holders are merely indicative. The final rights of the NCD holders will be as per the terms of the Prospectus and the Debenture Trust Deed to be executed between our Company and the Debenture Trustee.

Minimum Subscription If our Company does not receive the minimum subscription of 75% of the Base Issue, i.e. ` 3,000 million, prior to allotment, the entire subscription shall be refunded to the applicants within 30 days from the date of closure of the Issue. If there is delay in the refund of subscription by more than 8 days after our Company becomes liable to refund the subscription amount, our Company will pay interest for the delayed period, at rates prescribed under sub-sections (2) and (2A) of Section 73 of the Companies Act, 1956.

Market Lot & Trading Lot Under Section 68B of the Act, the NCDs shall be allotted only in dematerialized form. As per the Debt Regulations, the trading of the NCDs shall be in dematerialised form only. Since trading of the NCDs is in dematerialised form, the tradable lot is One NCD. Allotment in the Issue will be in electronic form in multiples of one NCD. For details of allotment refer to section titled “Issue Procedure” under section titled “Issue Related Information” beginning on page 147 of this Prospectus.

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Nomination facility to NCD holder

In accordance with Section 109A of the Act, the sole NCD holder or first NCD holder, along with other joint NCD holders (being individual(s)) may nominate any one person (being an individual) who, in the event of death of the sole holder or all the joint-holders, as the case may be, shall become entitled to the NCD. A person, being a nominee, becoming entitled to the NCD by reason of the death of the NCD holder(s), shall be entitled to the same rights to which he would be entitled if he were the registered holder of the NCD. Where the nominee is a minor, the NCD holder(s) may make a nomination to appoint, in the prescribed manner, any person to become entitled to the NCD(s), in the event of his death, during the minority. A nomination shall stand rescinded upon sale of a NCD by the person nominating. A buyer will be entitled to make a fresh nomination in the manner prescribed. When the NCD is held by two or more persons, the nominee shall become entitled to receive the amount only on the demise of all the holders. Fresh nominations can be made only in the prescribed form available on request at our Registered/ Corporate Office or at such other addresses as may be notified by us. NCD holder(s) are advised to provide the specimen signature of the nominee to us to expedite the transmission of the NCD(s) to the nominee in the event of demise of the NCD holder(s). The signature can be provided in the Application Form or subsequently at the time of making fresh nominations. This facility of providing the specimen signature of the nominee is purely optional. In accordance with Section 109B of the Act, any person who becomes a nominee by virtue of the provisions of Section 109A of the Act, shall upon the production of such evidence as may be required by our Board, elect either: (a) to register himself or herself as the holder of the NCDs; or (b) to make such transfer of the NCDs, as the deceased holder could have made. Further, our Board may at any time give notice requiring any nominee to choose either to be registered himself or herself or to transfer the NCDs, and if the notice is not complied with, within a period of 90 days, our Board may thereafter withhold payment of all interests or other monies payable in respect of the NCDs, until the requirements of the notice have been complied with. Notwithstanding anything stated above, since the allotment of NCDs in this Issue will be made only in dematerialised mode, there is no need to make a separate nomination with our Company. Nominations registered with the respective Depository Participant of the applicant would prevail. If the investors require changing their nomination, they are requested to inform their respective Depository Participant.

Jurisdiction

Exclusive jurisdiction for the purpose of the Issue is with the competent courts of jurisdiction in New Delhi, India. Application in the Issue

NCDs being issued through this Prospectus can be applied for in the dematerialised form only through a valid Application Form filled in by the applicant along with attachment, as applicable. There shall be separate application forms for applicants under Category I and other applicants. Period of Subscription The subscription list shall remain open for a period as indicated below, with an option for early closure or extension by such period, as may be decided by the duly authorised committee of Directors of our Company, subject to necessary approvals. In the event of such early closure of subscription list of the Issue, our Company shall ensure that public

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notice of such early closure is published on or before the day of such early date of closure through advertisement/s in a leading national daily newspaper.

Issue Opens on September 9, 2011

Closing Date September 26, 2011

Restriction on transfer of NCDs There are no restrictions on transfers and transmission of NCDs and on their consolidation/ splitting except as may be required under RBI requirements and as provided in our Articles of Association. Please refer to the section titled “Summary of the Key Provisions of the Articles of Association” beginning on page 188 of this Prospectus. Issue and Allotment of NCDs to NRI applicants:

1. We propose to issue NCDs to NRIs on a non-repatriable basis. 2. Please note that our Company proposes to offer the NCDs to applicants who are NRIs, in accordance with

the provisions of and subject to the restrictions contained in the Foreign Exchange Management (Borrowing and Lending in Rupees) Regulations, 2000 and other applicable statutory and/or regulatory requirements. We confirm that:

i. the rate of interest on each series of NCDs, (Option I and/or Option II), does not exceed the prime lending

rate of the State Bank of India as on the date on which the resolution approving the Issue was passed by our Board, plus 300 basis points;

ii. the period for redemption of each series of NCDs is not less than 36 months; iii. our Company does not and shall not carry on agricultural /plantation /real estate business/Trading in

Transferable Development Rights (TDRs) and does not and shall not act as Nidhi or Chit Fund company; iv. We will file the following with the nearest office of the Reserve Bank, not later than 30 days from the date-

A. of receipt of remittance of consideration received from NRIs in connection with the Issue, full details of the remittances received, namely; (a) a list containing names and addresses of each NRI applicant who have remitted funds for investment in the NCDs on non-repatriation basis, (b) amount and date of receipt of remittance and its rupee equivalent; and (c) names and addresses of authorised dealers through whom the remittance has been received; and

B. of closure of the Issue, full details of the monies received from NRI applicants, namely; (a) a list

containing names and addresses of each NRI allottee and number of NCDs issued to each of them on non-repatriation basis, and (b) a certificate from our company secretary that all provisions of the FEMA Act, and rules and regulations made thereunder in connection with the issue of non-convertible debentures have been duly complied with.

v. Allotment of NCDs on a non-repatriation basis to NRIs shall be subject to the application monies paid by the

NRI is received either by remittance from outside India through normal banking channels or by transfer of funds held in the investor’s Non-resident Ordinary (NRO) account maintained with an authorised dealer or an authorised bank in India.

We further confirm that the monies received from NRIs who are allotted NCDs pursuant to the Issue, will not be utilised for any investment, whether by way of capital or otherwise, in any company or partnership firm or proprietorship concern or any entity, whether incorporated or not, or for the purpose of re-lending. For further details please refer to the section “Objects of the Issue” beginning on page 55 of this Prospectus.

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ISSUE STRUCTURE

Public Issue of NCDs aggregating upto ` 4,000 million with an option to retain over-subscription upto ` 4,000 million

for issuance of additional NCDs, aggregating to a total of up to ` 8,000 million.

The key common terms and conditions of the NCDs are as follows:

Particulars Terms and Conditions

Minimum Application Size The minimum number of NCDs per application form will be calculated on the basis of the total number of NCDs applied for under each such Application Form and not on the basis of any specific option

Mode of allotment Compulsorily in dematerialised form

Terms of Payment Full amount on application

Trading Lot 1 (one) NCD

Who can Apply Category I

• Public Financial Institutions, Statutory Corporations, Commercial Banks, Co-operative Banks and Regional Rural Banks, which are authorised to invest in the NCDs;

• Provident Funds, Pension Funds, Superannuation Funds and Gratuity Fund, which are authorised to invest in the NCDs;

• Venture Capital funds registered with SEBI;

• Insurance Companies registered with the IRDA;

• National Investment Fund;

• Mutual Funds;

Category II

• Companies; bodies corporate and societies registered under the applicable laws in India and authorised to invest in the NCDs;

• Public/private charitable/religious trusts which are authorised to invest in the NCDs;

• Scientific and/or industrial research organisations, which are authorised to invest in the NCDs;

• Partnership firms in the name of the partners; and

• Limited liability partnerships formed and registered under the provisions of the Limited Liability Partnership Act, 2008 (No. 6 of 2009)

• Resident Indian individuals who apply for NCDs aggregating to a value more than ` 0.5 million, across all series of NCDs, (Option I and/or Option II);

• Hindu Undivided Families through the Karta who apply for NCDs aggregating to a value more than ` 0.5 million, across all series of NCDs, (Option I and/or Option II); and

• Non Resident Individuals (NRIs – Non repatriation basis only) who apply for NCDs aggregating to a value more than ` 0.5 million,

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Particulars Terms and Conditions

across all series of NCDs, (Option I and/or Option II)**

Category III*

The following persons/entities

• Resident Indian individuals who apply for NCDs aggregating to a value not more than ` 0.5 million, across all series of NCDs, (Option I and/or Option II);

• Hindu Undivided Families through the Karta who apply for NCDs aggregating to a value not more than ` 0.5 million, across all series of NCDs, (Option I and/or Option II); and

• Non Resident Individuals (NRIs – Non repatriation basis only) who apply for NCDs aggregating to a value not more than ` 0.5 million, across all series of NCDs, (Option I and/or Option II)**

* Applications received from Category III applicants, shall be grouped together, (“Reserved Individual Portion”). ** An NRI can apply for NCDs offered in the Issue subject to the conditions and restrictions contained in the FEMA (Borrowing or Lending in Rupees) Regulations, 2000, and other applicable statutory and/or regulatory requirements.

Participation by any of the above-mentioned investor classes in this Issue will be subject to applicable statutory

and/or regulatory requirements. Applicants are advised to ensure that applications made by them do not exceed the

investment limits or maximum number of NCDs that can be held by them under applicable statutory and/or

regulatory provisions. In case of Application Form being submitted in joint names, the applicants should ensure that the de-mat account is also held in the same joint names, and the names are in the same sequence in which they appear in the Application Form. Applicants are advised to ensure that they have obtained the necessary statutory and/or regulatory

permissions/consents/approvals in connection with applying for, subscribing to, or seeking allotment of NCDs

pursuant to the Issue.

For further details, please see “Issue Procedure” beginning on page 147 of this Prospectus. Principal Terms and Conditions of the Issue

TERMS AND CONDITIONS IN CONNECTION WITH THE NCDs

Nature of the NCDs

We are offering NCDs which shall have a fixed rate of interest. The NCDs will be issued at a face value of ` 1,000/- per NCD. Interest on the NCDs shall be payable on an annual basis, as set out hereinafter. The terms of the NCDs offered pursuant to the Issue are as follows:

Options I II

Frequency of Interest Payment Annual Annual

Minimum Application ` 10,000/- (10 NCDs) (for all options of NCDs, namely Options I and Option II either taken individually or collectively)

In Multiples of ` 1,000 (1 NCD) ` 1,000 (1 NCD)

Face Value of NCDs

(` / NCD)

` 1,000 ` 1,000

Issue Price (` / NCD) ` 1,000 ` 1,000

Mode of Interest Payment Through various options available Through various options available

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Options I II

Coupon (%) for NCD Holders in

Category I

12.10% per annum 12.00% per annum

Coupon (%) for NCD holders in the

Non-Institutional Portion (Category

II)

12.25% per annum 12.15% per annum

Coupon (%) for NCD holders in the

Reserved Individual Portion

(Category III)

12.50% per annum 12.25% per annum

Effective Yield (per annum) For Category I NCD holders – 12.10%

For NCD holders in the Non-Institutional Portion (Category II)–

12.25% For NCD holders in the Reserved Individual Portion (Category III)–

12.50%

For Category I NCD holders – 12.00%

For NCD holders in the Non-Institutional Portion (Category II)

– 12.15% For NCD holders in the Reserved Individual Portion (Category III)

– 12.25%

Put and call option Nil Nil

Tenor 60 months 36 months

Redemption Date

60 months from the Deemed Date of Allotment

36 months from the Deemed Date of Allotment.

Redemption Amount (`/NCD) Repayment of the Face Value plus any interest that may have accrued at the Redemption Date.

Repayment of the Face Value plus any interest that may have accrued at the Redemption Date.

Nature of Indebtedness Pari Passu with other secured creditors having a first pari-passu charge over the identified immovable property to be charged as security in connection with the NCDs and/or a first floating pari passu charge on the standard business receivables of our Company and priority over unsecured creditors

Pari Passu with other secured creditors having a first pari-passu charge over the identified immovable property to be charged as security in connection with the NCDs and/or a first floating pari passu charge on the standard business receivables of our Company and priority over unsecured creditors

Credit Rating ICRA ‘[ICRA] AA-(stable)’ for an amount

of upto ` 10,000 million ‘[ICRA] AA-(stable)’ for an amount of upto ` 10,000 million

CARE ‘CARE AA-’ for an amount of upto ` 8,000 million

‘CARE AA-’ for an amount of upto ` 8,000 million

Deemed Date of Allotment Deemed date of allotment shall be the date of issue of the Allotment Advice / regret.

Deemed date of allotment shall be the date of issue of the Allotment Advice / regret.

Interest and Payment of Interest

A. Interest

In case of Option I NCDs, interest would be paid annually at the following rates of interest in connection with the relevant categories of NCD holders, on the amount outstanding from time to time, commencing from the Deemed Date of Allotment of each Option I NCD:

Category of NCD Holder Rate of Interest per annum (%)

Institutional Portion (Category I) 12.10

Non-Institutional Portion (Category II) 12.25

Reserved Individual Portion (Category III) 12.50

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Option I NCDs shall be redeemed at the Face Value thereof along with the interest accrued thereon, if any, at the end of 60 months from the deemed date of allotment. In case of Option II NCDs, interest would be paid annually at the following rates of interest in connection with the relevant categories of NCD holders, on the amount outstanding from time to time, commencing from the Deemed Date of Allotment of each Option II NCD:

Category of NCD Holder Rate of Interest per annum (%)

Institutional Portion (Category I) 12.00

Non-Institutional Portion (Category II) 12.15

Reserved Individual Portion (Category III) 12.25

Option II NCDs shall be redeemed at the Face Value thereof along with the interest accrued thereon, if any, at the end of 36 months from the deemed date of allotment. If the date of interest payment falls on a Saturday, Sunday or a public holiday in Mumbai or any other payment centre notified in terms of the Negotiable Instruments Act, 1881, then interest would be paid on the next working day. Payment of interest would be subject to the deduction as prescribed in the I.T. Act or any statutory modification or re-enactment thereof for the time being in force. Please note that in case the NCDs are transferred and/or transmitted in accordance with the

provisions of this Prospectus read with the provisions of the Articles of Association of our Company,

the transferee of such NCDs or the deceased holder of NCDs, as the case may be, shall be entitled to

any interest which may have accrued on the NCDs.

As per clause (ix) of Section 193 of the I.T. Act, no tax is required to be deducted on any interest payable on any security issued by a company, where such security is in dematerialized form and is listed on a recognized stock exchange in India in accordance with the Securities Contracts (Regulation) Act, 1956 (42 of 1956) and the rules made thereunder. Accordingly, no tax will be deducted at source from the interest on listed NCDs held in the dematerialised form. However in case of NCDs held in physical form, as per the current provisions of the IT Act, tax will not be deducted at source from interest payable on such NCDs held by the investor (in case of resident individual NCD holders), if such interest does not exceed ` 2,500 in any financial year. If interest exceeds the prescribed limit of ` 2,500 on account of interest on the NCDs, then the tax will be deducted at applicable rate. However in case of NCD holders claiming non-deduction or lower deduction of tax at source, as the case may be, the NCD holder should furnish either (a) a declaration (in duplicate) in the prescribed form i.e. (i) Form 15H which can be given by individuals who are of the age of 60 years or more (ii) Form 15G which can be given by all applicants (other than companies, and firms ), or (b) a certificate, from the Assessing Officer which can be obtained by all applicants (including companies and firms) by making an application in the prescribed form i.e. Form No.13. The aforesaid documents, as may be applicable, should be submitted to our Company quoting the name of the sole/ first NCD holder, NCD folio number and the distinctive number(s) of the NCD held, prior to the record date to ensure non-deduction/lower deduction of tax at source from interest on the NCD. The investors need to submit Form 15H/ 15G/certificate in original from Assessing Officer for each financial year during the currency of the NCD to ensure non-deduction or lower deduction of tax at source from interest on the NCD.

B. Payment of Interest

For NCDs subscribed under Option I and Option II, the relevant interest will be paid on the April 1

every year for the amount outstanding. The first interest payment will be made on April 1, 2012 for the period commencing from the Deemed Date of Allotment till March 31, 2012. The last interest payment will be made at the time of redemption of the NCD on a pro rata basis.

C. Payment of Interest to NCD Holders

Payment of Interest will be made to those NCD holders whose names appear in the register of NCD

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holders (or to first holder in case of joint-holders) as on record date. We may enter into an arrangement with one or more banks in one or more cities for direct credit of interest to the account of the investors. In such cases, interest, on the interest payment date, would be directly credited to the account of those investors who have given their bank mandate. We may offer the facility of NECS, NEFT, RTGS, Direct Credit and any other method permitted by RBI and SEBI from time to time to help NCD holders. The terms of this facility (including towns where this facility would be available) would be as prescribed by RBI. Refer to the paragraph on “Manner of

Payment of Interest/Refund/Redemption” at page 141 in this Prospectus. Tax exemption certificate/document, if any, must be lodged at the office of the Registrar at least 7(seven) days prior to the record date or as specifically required, failing which tax applicable on interest will be deducted at source on accrual thereof in our Company’s books and/or on payment thereof, in accordance with the provisions of the IT Act and/or any other statutory modification, enactment or notification as the case may be. A tax deduction certificate will be issued for the amount of tax so deducted.

Maturity and Redemption

The NCDs issued pursuant to this Prospectus have a fixed maturity date. The date of maturity for NCDs subscribed under Option I and Option II is 60 months and 36 months, respectively, from the Deemed Date of Allotment.

Options At the end of maturity period

I 60 months from the Deemed Date of Allotment

II 36 months from the Deemed Date of Allotment

Deemed Date of Allotment

Deemed date of allotment shall be the date of issue of the Allotment Advice / regret.

Application Size Each application should be for a minimum of 10 NCDs and multiples of 1 NCD thereof. The minimum application size for each application for NCDs would be ` 10,000/- (for all options of NCDs namely, Option I and Option II NCDs either taken individually or collectively) and in multiples of ` 1,000/- thereafter.

Applicants can apply for any or all options of NCDs offered hereunder (any/all options) using the same Application Form. Applicants are advised to ensure that applications made by them do not exceed the investment limits or

maximum number of NCDs that can be held by them under applicable statutory and or regulatory provisions. Terms of Payment The entire issue price of ` 1,000 per NCD is payable on application itself. In case of allotment of lesser number of NCDs than the number of NCDs applied for, our Company shall refund the excess amount paid on application to the applicant in accordance with the terms of this Prospectus. For further details please refer to the paragraph on “Interest on Application Money” beginning on page 146 of this Prospectus. Record Date

The record date for payment of interest in connection with the NCDs or repayment of principal in connection therewith shall be 3 (three) days prior to the date on which interest is due and payable, or the date of redemption or as prescribed by the relevant stock exchange(s). Provided that trading in the NCDs shall remain suspended between the aforementioned record date in connection with redemption of NCDs and the date of redemption or as prescribed by the relevant stock exchange(s), as the case may be.

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Manner of Payment of Interest / Refund / Redemption

The manner of payment of interest / refund / redemption in connection with the NCDs is set out below: For NCDs applied / held in electronic form: The bank details will be obtained from the Depositories for payment of Interest / refund / redemption as the case may be. Applicants who have applied for or are holding the NCDs in electronic form, are advised to immediately update their bank account details as appearing on the records of the depository participant. Please note that failure to do so could result in delays in credit of refunds to the applicant at the applicant’s sole risk, and the Lead Managers, our Company nor the Registrar to the Issue shall have any responsibility and undertake any liability for the same. For NCDs held in physical form: The bank details will be obtained from the Registrar to the Issue for payment of interest / refund / redemption as the case may be. The mode of interest / refund / redemption payments shall be undertaken in the following order of preference: 1. Direct Credit

Investors having their bank account with the Refund Banks, shall be eligible to receive refunds, if any, through direct credit. The refund amount, if any, would be credited directly to their bank account with the Refund Banker. 2. NECS Payment of interest / refund / redemption shall be undertaken through NECS for applicants having an account at the centers mentioned in NECS MICR list. This mode of payment of refunds would be subject to availability of complete bank account details including the MICR code, IFSC code, bank account number, bank name and branch name as appearing on a cheque leaf, from the Depositories. One of the methods for payment of interest / refund / redemption is through NECS for applicants having a bank account at any of the abovementioned centers. 3. RTGS Applicants having a bank account with a participating bank and whose interest payment / refund / redemption amount exceeds ` 0.2 million, or such amount as may be fixed by RBI from time to time, have the option to receive refund through RTGS. Such eligible applicants who indicate their preference to receive interest payment / refund / redemption through RTGS are required to provide the IFSC code in the Application Form or intimate our Company and the Registrars to the Issue at least 7 (seven) days before the record date. Charges, if any, levied by the applicant’s bank receiving the credit would be borne by the applicant. In the event the same is not provided, interest payment / refund / redemption shall be made through NECS subject to availability of complete bank account details for the same as stated above.

3. NEFT Payment of interest / refund / redemption shall be undertaken through NEFT wherever the applicants’ bank has been assigned the Indian Financial System Code (“IFSC”), which can be linked to a Magnetic Ink Character Recognition (“MICR”), if any, available to that particular bank branch. IFSC Code will be obtained from the website of RBI as on a date immediately prior to the date of payment of refund, duly mapped with MICR numbers. Wherever the applicants have registered their nine digit MICR number and their bank account number while opening and operating the de-mat account, the same will be duly mapped with the IFSC Code of that particular bank branch and the payment of interest/refund/redemption will be made to the applicants through this method.

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4. Registered Post/Speed Post

For all other applicants, including those who have not updated their bank particulars with the MICR code, the interest payment / refund / redemption orders shall be dispatched by post for value up to ` 1,500/- and through Speed Post/ Registered Post for refund orders /interest payment/redemption orders of ` 1,500/- and above.

Please note that applicants are eligible to receive payments through the modes detailed in (1), (2) (3), and (4) herein above provided they provide necessary information for the above modes and where such payment facilities are allowed / available. Please note that our Company shall not be responsible to the holder of NCD, for any delay in receiving credit of interest / refund / redemption so long as our Company has initiated the process of such request in time.

Printing of Bank Particulars on Interest Warrants

As a matter of precaution against possible fraudulent encashment of refund orders and interest/redemption warrants due to loss or misplacement, the particulars of the applicant’s bank account are mandatorily required to be given for printing on the orders/ warrants. In relation to NCDs applied and held in dematerialized form, these particulars would be taken directly from the depositories. In case of NCDs held in physical form either on account of rematerialisation or transfer, the investors are advised to submit their bank account details with our Company / Registrar at least 7 (seven) days prior to the record date failing which the orders / warrants will be dispatched to the postal address of the holder of the NCD as available in the records of our Company. Bank account particulars will be printed on the orders/ warrants which can then be deposited only in the account specified. Loan against NCDs Our Company, at its sole discretion, subject to applicable statutory and/or regulatory requirements, may consider granting of a loan facility to the holders of NCDs against the security of such NCDs. Such loans shall be subject to the terms and conditions as may be decided by our Company from time to time.

Buy Back of NCDs Our Company may, at its sole discretion, from time to time, consider, subject to applicable statutory and/or regulatory requirements, buyback of NCDs, upon such terms and conditions as may be decided by our Company. Form and Denomination

In case of NCDs held in physical form, a single certificate will be issued to the NCD holder for the aggregate amount (“Consolidated Certificate”) for each type of NCDs. The applicant can also request for the issue of NCD certificates in denomination of one NCD (“Market Lot”). It is however distinctly to be understood that the NCDs pursuant to this issue shall be issued only in

demat form. In respect of Consolidated Certificates, we will, only upon receipt of a request from the NCD holder, split such Consolidated Certificates into smaller denominations subject to the minimum of Market Lot. No fees would be charged for splitting of NCD certificates in Market Lots, but stamp duty payable, if any, would be borne by the NCD holder. The request for splitting should be accompanied by the original NCD certificate which would then be treated as cancelled by us. Procedure for Redemption by NCD holders The procedure for redemption is set out below:

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NCDs held in physical form: No action would ordinarily be required on the part of the NCD holder at the time of redemption and the redemption proceeds would be paid to those NCD holders whose names stand in the register of NCD holders maintained by us on the record date fixed for the purpose of Redemption. However, our Company may require that the NCD certificate(s), duly discharged by the sole holder/all the joint-holders (signed on the reverse of the NCD certificate(s)) be surrendered for redemption on maturity and should be sent by the NCD holder(s) by Registered Post with acknowledgment due or by hand delivery to our office or to such persons at such addresses as may be notified by us from time to time. NCD holder(s) may be requested to surrender the NCD certificate(s) in the manner as stated above, not more than three months and not less than one month prior to the redemption date so as to facilitate timely payment. We may at our discretion redeem the NCDs without the requirement of surrendering of the NCD certificates by the holder(s) thereof. In case we decide to do so, the holders of NCDs need not submit the NCD certificates to us and the redemption proceeds would be paid to those NCD holders whose names stand in the register of NCD holders maintained by us on the record date fixed for the purpose of redemption of NCDs. In such case, the NCD certificates would be deemed to have been cancelled. Also see the para “Payment on Redemption” given below.

NCDs held in electronic form: No action is required on the part of NCD holder(s) at the time of redemption of NCDs. Payment on Redemption The manner of payment of redemption is set out below: NCDs held in physical form:

The payment on redemption of the NCDs will be made by way of cheque/pay order/ electronic modes. However, if our Company so requires, the aforementioned payment would only be made on the surrender of NCD certificate(s), duly discharged by the sole holder / all the joint-holders (signed on the reverse of the NCD certificate(s)). Despatch of cheques/pay order, etc. in respect of such payment will be made on the Redemption Date or (if so requested by our Company in this regard) within a period of 30 days from the date of receipt of the duly discharged NCD certificate. In case we decide to do so, the redemption proceeds in the manner stated above would be paid on the Redemption Date to those NCD holders whose names stand in the register of NCD holders maintained by us on the record date fixed for the purpose of Redemption. Hence the transferees, if any, should ensure lodgement of the transfer documents with us at least 7 (seven) days prior to the record date. In case the transfer documents are not lodged with us at least 7 (seven) days prior to the record date and we dispatch the redemption proceeds to the transferor, claims in respect of the redemption proceeds should be settled amongst the parties inter se and no claim or action shall lie against us or the Registrars. Our liability to holder(s) towards his/their rights including for payment or otherwise shall stand extinguished from the date of redemption in all events and when we dispatch the redemption amounts to the NCD holder(s). Further, we will not be liable to pay any interest, income or compensation of any kind from the date of redemption of the NCD(s). NCDs held in electronic form: On the redemption date, redemption proceeds would be paid by cheque /pay order / electronic mode to those NCD holders whose names appear on the list of beneficial owners given by the Depositories to us. These names would be as per the Depositories’ records on the record date fixed for the purpose of redemption. These NCDs will be simultaneously extinguished to the extent of the amount redeemed through appropriate debit corporate action upon redemption of the corresponding value of the NCDs. It may be noted that in the entire process

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mentioned above, no action is required on the part of NCD holders. Our liability to NCD holder(s) towards his/their rights including for payment or otherwise shall stand extinguished from the date of redemption in all events and when we dispatch the redemption amounts to the NCD holder(s). Further, we will not be liable to pay any interest, income or compensation of any kind from the date of redemption of the NCD(s). Redemption Date

Option I NCDs will be redeemed at the expiry of 60 months from the Deemed Date of Allotment. Option II NCDs will be redeemed at the expiry of 36 months from the Deemed Date of Allotment. Right to Reissue NCD(s)

Subject to the provisions of the Act, where we have fully redeemed or repurchased any NCD(s), we shall have and shall be deemed always to have had the right to keep such NCDs in effect without extinguishment thereof, for the purpose of resale or reissue and in exercising such right, we shall have and be deemed always to have had the power to resell or reissue such NCDs either by reselling or reissuing the same NCDs or by issuing other NCDs in their place. The aforementioned right includes the right to reissue original NCDs. Transfer/Transmission of NCD (s)

The NCDs shall be transferred or transmitted freely in accordance with the applicable provisions of the Act. The provisions relating to transfer and transmission and other related matters in respect of our shares contained in the Articles and the Act shall apply, mutatis mutandis (to the extent applicable to debentures) to the NCD(s) as well. In respect of the NCDs held in physical form, a suitable instrument of transfer as may be prescribed by the Issuer may be used for the same. The NCDs held in dematerialised form shall be transferred subject to and in accordance with the rules/procedures as prescribed by NSDL/CDSL and the relevant DPs of the transfer or transferee and any other applicable laws and rules notified in respect thereof. The transferee(s) should ensure that the transfer formalities are completed prior to the record date. In the absence of the same, interest will be paid/redemption will be made to the person, whose name appears in the register of debenture holders maintained by the Depositories. In such cases, claims, if any, by the transferees would need to be settled with the transferor(s) and not with the Issuer or Registrar. For NCDs held in electronic form:

The normal procedure followed for transfer of securities held in dematerialised form shall be followed for transfer of the NCDs held in electronic form. The seller should give delivery instructions containing details of the buyer’s DP account to his depository participant. In case the transferee does not have a DP account, the seller can re-materialise the NCDs and thereby convert his dematerialised holding into physical holding. Thereafter the NCDs can be transferred in the manner as stated above. In case the buyer of the NCDs in physical form wants to hold the NCDs in dematerialised form, he can choose to dematerialise the securities through his DP. Joint-holders

Where two or more persons are holders of any NCD(s), they shall be deemed to hold the same as joint holders with benefits of survivorship subject to other provisions contained in the Articles.

Sharing of Information

We may, at our option, use on our own, as well as exchange, share or part with any financial or other

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information about the NCD holders available with us, with our subsidiaries, if any and affiliates and other banks, financial institutions, credit bureaus, agencies, statutory bodies, as may be required and neither we or our affiliates nor their agents shall be liable for use of the aforesaid information. Notices

All notices to the NCD holder(s) required to be given by us or the Debenture Trustee will be sent by post/ courier or through email or other electronic media to the Registered Holders of the NCD(s) from time to time. Issue of Duplicate NCD Certificate(s)

If any NCD certificate(s) is/are mutilated or defaced or the cages for recording transfers of NCDs are fully utilised, the same may be replaced by us against the surrender of such certificate(s). Provided, where the NCD certificate(s) are mutilated or defaced, the same will be replaced as aforesaid only if the certificate numbers and the distinctive numbers are legible. If any NCD certificate is destroyed, stolen or lost then upon production of proof thereof to our satisfaction and upon furnishing such indemnity/security and/or documents as we may deem adequate, duplicate NCD certificate(s) shall be issued. Upon issuance of a duplicate NCD certificate, the original NCD certificate shall stand cancelled. Security

The principal amount of the NCDs to be issued in terms of this Prospectus together with all interest due on the NCDs, as well as all costs, charges, all fees, remuneration of Debenture Trustee and expenses payable in respect thereof shall be secured by way of first pari-passu charge in favour of the Debenture Trustee on an identified immovable property and a first pari passu floating charge on the standard business receivables of our Company to the extent of at least 1.1

times of the amounts outstanding in respect of the NCDs at any time. Our Company intends to enter into an agreement with the Debenture Trustee, (‘Debenture Trust Deed’), the terms of which will govern the appointment of the Debenture Trustee. Our Company proposes to complete the execution of the Debenture Trust Deed during the subscription period after the minimum subscription for the Issue has been achieved and utilize the funds after the stipulated security has been created. Under the terms of the Debenture Trust Deed, our Company will covenant with the Debenture Trustee that it will pay the NCD holders the principal amount on the NCDs on the relevant redemption date and also that it will pay the interest due on NCDs on the rate specified in this Prospectus and in the Debenture Trust Deed Trustees for the NCD holders We have appointed IL&FS Trust Company Limited to act as the Debenture Trustees for the NCD holders. We and the Debenture Trustee will execute a Debenture Trust Deed, inter alia, specifying the powers, authorities and obligations of the Debenture Trustee and us. The NCD holder(s) shall, without further act or deed, be deemed to have irrevocably given their consent to the Debenture Trustee or any of its agents or authorised officials to do all such acts, deeds, matters and things in respect of or relating to the NCDs as the Debenture Trustee may in its absolute discretion deem necessary or require to be done in the interest of the NCD holder(s). Any payment made by us to the Debenture Trustee on behalf of the NCD holder(s) shall discharge us pro tanto to the NCD holder(s). The Debenture Trustee will protect the interest of the NCD holders in the event of default by us in regard to timely payment of interest and repayment of principal and they will take necessary action at our cost. Future Borrowings

We will be entitled to borrow/raise loans or avail of financial assistance in whatever form as also to issue debentures/ NCDs/other securities in any manner having such ranking in priority, pari passu or otherwise, subject to applicable consents, approvals or permissions that may be required under any statutory/regulatory/contractual requirement, and change the capital structure including the issue of shares of any class, on such terms and conditions as we may think appropriate, without the consent of, or intimation to, the

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NCD holders or the Debenture Trustee in this connection.

Interest on Application Money

Interest on application monies received which are used towards allotment of NCDs

Our Company shall pay interest on application money on the amount allotted, subject to deduction of income tax under the provisions of the Income Tax Act, 1961, as amended, as applicable, to any applicants to whom NCDs are allotted pursuant to the Issue from the date of realization of the cheque(s)/demand draft(s) or 3 (three) days from the date of receipt of the application (being the date of presentation of each application as acknowledged by the Bankers to the Issue) whichever is later upto one day prior to the Deemed Date of Allotment, at the rate of 8% per annum.

Our Company has a right to withdraw the Issue at anytime 2 (two) days prior to Issue closing date for receiving subscription in the Issue. Our Company shall in the event of such withdrawal, subject to receipt of a minimum subscription of 75 % of the Base Issue, i.e. ` 3,000 million, allot NCDs to all applicants who have applied for NCDs upto one day prior to the date by which Company gives notice for withdrawal of Issue. Further our Company shall pay interest on application money on the amount allotted, subject to deduction of income tax under the provisions of the Income Tax Act, 1961, as amended, as applicable, to any applicants to whom NCDs are allotted pursuant to the Issue from the date of realization of the cheque(s)/demand draft(s) or 3 (three) days from the date of receipt of the application (being the date of presentation of each application as acknowledged by the Bankers to the Issue) whichever is later upto one day prior to the Deemed Date of Allotment, at the rate of 8% per annum. However, it is clarified that in the event that our Company does not receive a minimum subscription of 75 % of the Base Issue, i.e. ` 3,000 million our Company will not allot any NCDs to applicants.

Our Company may enter into an arrangement with one or more banks in one or more cities for direct credit of interest to the account of the applicants. Alternatively, the interest warrant will be dispatched along with the Letter(s) of Allotment at the sole risk of the applicant, to the sole/first applicant.

Interest on application monies received which are liable to be refunded

Our Company shall pay interest on application money which is liable to be refunded to the applicants in accordance with the provisions of the Debt Regulations and/or the Companies Act, or other applicable statutory and/or regulatory requirements, subject to deduction of income tax under the provisions of the Income Tax Act, 1961, as amended, as applicable, from the date of realization of the cheque(s)/demand draft(s) or 3 (three) days from the date of receipt of the application (being the date of presentation of each application as acknowledged by the Bankers to the Issue) whichever is later upto one day prior to the Deemed Date of Allotment, at the rate of 8% per annum. Such interest shall be paid along with the monies liable to be refunded. Interest warrant will be dispatched / credited (in case of electronic payment) along with the Letter(s) of Refund at the sole risk of the applicant, to the sole/first applicant.

In the event our Company does not receive a minimum subscription of 75 % of the Base Issue, i.e. ` 3,000 million on the date of closure of the Issue, our Company shall pay interest on application money which is liable to be refunded to the applicants in accordance with the provisions of the Debt Regulations and/or the Companies Act, or other applicable statutory and/or regulatory requirements, subject to deduction of income tax under the provisions of the Income Tax Act, 1961, as amended, as applicable, from the date of realization of the cheque(s)/demand draft(s) or 3 (three) days from the date of receipt of the application (being the date of presentation of each application to the Bankers to the Issue as acknowledged) whichever is later upto one day prior to the date of closure of the Issue or one day prior to the date on which Company gives notice for withdrawal of Issue, as the case may beat the rate of 8% per annum. Such interest shall be paid along with the monies liable to be refunded.

Provided that, notwithstanding anything contained hereinabove, our Company shall not be liable to pay any interest on monies liable to be refunded in case of (a) invalid applications or applications liable to be rejected, and/or (b) applications which are withdrawn by the applicant. Please refer to “Rejection of Application” at page 156 of this Prospectus.

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ISSUE PROCEDURE

Please note that the information stated/ covered in this section may not be complete and / or accurate and as such

would be subject to modification/ change. Our Company and the Lead Managers would not be liable for any

amendment, modification or change in applicable law, which may occur after the date of this Prospectus. Investors

are advised to make their independent investigations and ensure that their Application does not exceed the investment

limits or maximum number of NCDs that can be held by them under applicable law or as specified in the Prospectus

1. How to Apply?

i. Availability of Prospectus and Application Forms

The abridged Prospectus containing the salient features of the Prospectus together with Application Forms and copies of the Prospectus may be obtained from our Registered Office, Lead Managers to the Issue, the Registrar to the Issue, as mentioned on the Application Form.

In addition, Application Forms would also be made available to the stock exchanges where listing of the NCDs are sought and to brokers, on their request.

We may provide Application Forms for being filled and downloaded at such websites as we may deem fit.

ii. Who can Apply

The following categories of persons are eligible to apply in the Issue: Category I

• Public Financial Institutions, Statutory Corporations, Commercial Banks, Co-operative Banks and Regional Rural Banks, which are authorised to invest in the NCDs;

• Provident Funds, Pension Funds, Superannuation Funds and Gratuity Funds, which are authorised to invest in the NCDs;

• Venture Capital funds registered with SEBI;

• Insurance Companies registered with the IRDA;

• National Investment Fund; and

• Mutual Funds. Category II

• Companies, Bodies Corporate and Societies registered under the applicable laws in India and authorised to invest in NCDs;

• Public/Private Charitable/Religious Trusts which are authorised to invest in the NCDs;

• Scientific and/or Industrial Research Organisations, which are authorised to invest in the NCDs;

• Partnership Firms in the name of the partner;

• Limited liability partnerships formed and registered under the provisions of the Limited Liability Partnership Act, 2008 (No. 6 of 2009);

• Resident Indian individuals who apply for NCDs aggregating to a value more than ` 0.5 million, across all series of NCDs, (Option I and/or Option II);

• Hindu Undivided Families through the Karta who apply for NCDs aggregating to a value more than ` 0.5 million, across all series of NCDs, (Option I and/or Option II); and

• Non Resident Individuals (NRIs – Non repatriation basis only) who apply for NCDs aggregating to a value more than ` 0.5 million, across all series of NCDs, (Option I and/or Option II)**

Category III*

• Resident Indian individuals who apply for NCDs aggregating to a value not more than ` 0.5 million, across all series of NCDs, (Option I and/or Option II);

• Hindu Undivided Families through the Karta who apply for NCDs aggregating to a value not more than ` 0.5

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million, across all series of NCDs, (Option I and/or Option II); and

• Non Resident Individuals (NRIs – Non repatriation basis only) who apply for NCDs aggregating to a value not more than ` 0.5 million, across all series of NCDs, (Option I and/or Option II)**

* Applications received from Category III applicants shall be grouped together, (“Reserved Individual Portion”). ** An NRI can apply for NCDs offered in the Issue subject to the conditions and restrictions contained in the FEMA (Borrowing or Lending in Rupees) Regulations, 2000, and other applicable statutory and/or regulatory requirements. Note: Participation of any of the aforementioned categories of persons or entities is subject to the applicable statutory and/or regulatory requirements in connection with the subscription to Indian securities by such categories of persons or entities. Applicants are advised to ensure that applications made by them do not exceed the investment limits or maximum

number of NCDs that can be held by them under applicable statutory and or regulatory provisions.

Applicants are advised to ensure that they have obtained the necessary statutory and/or regulatory

permissions/consents/approvals in connection with applying for, subscribing to, or seeking allotment of NCDs

pursuant to the Issue.

The Lead Managers and his respective associates and affiliates are permitted to subscribe in the Issue. The information below is given for the benefit of the investors. Our Company, the Lead Managers are not liable for any amendment or modification or changes in applicable laws or regulations, which may occur after the date of this Prospectus. Investors are advised to ensure that the aggregate number of NCDs applied for does not exceed the investment limits or maximum number of NCDs that can be held by them under applicable law. Grouping of Applications and Allocation Ratio For the purposes of the basis of allotment: i) Applications received from Category I applicants: Applications received from Category I, shall be

grouped together, (“Institutional Portion”); ii) Applications received from Category II applicants: Applications received from Category II shall be

grouped together, (“Non-Institutional Portion”); iii) Applications received from Category III applicants: Applications received from Category III applicants

shall be grouped together, (“Reserved Individual Portion”). For further details please refer to “Additional

Applications” beginning on page 154 of this Prospectus. For removal of doubt, “Institutional Portion”, Non-Institutional Portion” and the “Reserved Individual Portion” are individually referred to as “Portion” and collectively referred to as “Portions”

Applications by Mutual Funds

No mutual fund scheme shall invest more than 15% of its NAV in debt instruments issued by a single Company which are rated not below investment grade by a credit rating agency authorised to carry out such activity. Such investment limit may be extended to 20% of the NAV of the scheme with the prior approval of the Board of Trustees and the Board of Asset Management Company A separate application can be made in respect of each scheme of an Indian mutual fund registered with SEBI and such applications shall not be treated as multiple applications. Applications made by the AMCs or custodians of a Mutual Fund shall clearly indicate the name of the concerned scheme for which application is being made. In case of Applications made by Mutual Fund registered with SEBI, a certified copy of their SEBI registration certificate must be submitted with the Application Form. The applications must be also accompanied by certified true copies of (i) SEBI Registration Certificate and trust deed (ii) resolution authorising investment and containing operating instructions and

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(iii) specimen signatures of authorised signatories. Failing this, our Company reserves the right to accept or reject any Application in whole or in part, in either case, without assigning any reason thereof.

Application by Scheduled Banks, Co-operative Banks and Regional Rural Banks

Scheduled Banks, Co-operative banks and Regional Rural Banks can apply in this public issue based upon their own investment limits and approvals. The application must be accompanied by certified true copies of (i) Board Resolution authorising investments; (ii) Letter of Authorisation. Failing this, our Company reserves the right to accept or reject any Application in whole or in part, in either case, without assigning any reason thereof.

Application by Insurance Companies

In case of Applications made by insurance companies registered with the Insurance Regulatory and Development Authority, a certified copy of certificate of registration issued by Insurance Regulatory and Development Authority must be lodged along with Application Form. The applications must be accompanied by certified copies of (i) Memorandum and Articles of Association (ii) Power of Attorney (iii) Resolution authorising investment and containing operating instructions (iv) Specimen signatures of authorised signatories. Failing this, our Company reserves the right to accept or reject any Application in whole or in part, in either case, without assigning any reason thereof. Applications by Trusts

In case of Applications made by trusts, settled under the Indian Trusts Act, 1882, as amended, or any other statutory and/or regulatory provision governing the settlement of trusts in India, must submit a (i) certified copy of the registered instrument for creation of such trust, (ii) Power of Attorney, if any, in favour of one or more trustees thereof, (iii) such other documents evidencing registration thereof under applicable statutory/regulatory requirements. Further, any trusts applying for NCDs pursuant to the Issue must ensure that (a) they are authorised under applicable statutory/regulatory requirements and their constitution instrument to hold and invest in debentures, (b) they have obtained all necessary approvals, consents or other authorisations, which may be required under applicable statutory and/or regulatory requirements to invest in debentures, and (c) applications made by them do not exceed the investment limits or maximum number of NCDs that can be held by them under applicable statutory and or regulatory provisions. Failing this, our Company reserves the right to accept or reject any Applications in whole or in part, in either case, without assigning any reason therefor.

Applications by NRIs

We propose to issue NCDs to NRIs on a non-repatriable basis.Application Forms shall be made available to NRIs at the registered office of our Company and with the Lead Managers. NRI applicants should note that only such applications as are accompanied by payment in foreign exchange shall be considered for Allotment. An NRI can apply for NCDs offered in the Issue on non repatriation basis subject to the conditions and restrictions contained in the FEMA (Borrowing or Lending in Rupees) Regulations, 2000, and other applicable statutory and/or regulatory requirements. Allotment of NCDs on a non-repatriation basis to NRIs shall be subject to the application monies paid by the NRI is received either by remittance from outside India through normal banking channels or by transfer of funds held in the investor’s Non-resident Ordinary (NRO) account maintained with an authorised dealer or an authorised bank in India.

Failing this, our Company reserves the right to accept or reject any Application in whole or in part, in either case, without assigning any reason therefor.

iii. Applications cannot be made by:

a) Minors without a guardian name; b) Foreign nationals; c) Persons resident outside Indiaother than NRIs (applying on non-repatriable basis); d) Foreign Institutional Investors; and e) Overseas Corporate Bodies

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2. Escrow Mechanism

We shall open Escrow Accounts with one or more Escrow Collection Bank(s) in whose favour the applicants shall make out the cheque or demand draft or RTGS transfers (only available to Category I Applicants) in respect of their application. Cheques or demand drafts for the application amount received from applicants would be deposited in the respective Escrow Account. Upon creation of security as disclosed in this Prospectus, the Escrow Collection Bank(s) shall transfer the monies from the Escrow Accounts to a separate bank account as per the terms of the Escrow Agreement, (“Public Issue Account”). Payments of refund to the applicants shall also be made from the Escrow Accounts/refund account(s) as per the terms of the Escrow Agreement and this Prospectus. Under the provisions of the Foreign Exchange Management (Borrowing and Lending in Rupees) Regulations, 2000, any monies borrowed from a person resident outside India cannot be used-

• for any purpose except in ones own business other than (i) the business of chit fund, (ii) as Nidhi Company, (iii) agricultural or plantation activities or real estate business; or construction of farm houses; or (iv) trading in Transferable Development Rights (TDRs); or

• for any investment, whether by way of capital or otherwise, in any company or partnership firm or proprietorship concern or any entity, whether incorporated or not, or for the purpose of re-lending.

Accordingly, our Company shall open and maintain a separate escrow account with the Escrow Collection Bank(s) in connection with all application monies received from NRIs, (“NRI Escrow Account”). All application monies received from NRI applicants shall be deposited in the NRI Escrow Account maintained with each Escrow Collection Bank. Upon creation of security as disclosed in this Prospectus, the Escrow Collection Bank(s) shall transfer the monies from the NRI Escrow Accounts to a separate bank account, (“NRI Account”), which shall be different from the Public Issue Account. Our Company shall at all times ensure that any monies kept in the NRI Escrow Account and/or the NRI Account shall be utilised only in accordance with applicable statutory and/or regulatory requirements. The Escrow Collection Bank(s) will act in terms of this Prospectus, the Prospectus and the Escrow Agreement. The Escrow Collection Bank(s) shall not exercise any lien whatsoever over the monies deposited therein. In terms of Debt Regulations, it is mandatory for our Company to keep the proceeds of the Issue in an escrow account until the documents for creation of security as stated in this Prospectus are executed. 3. Filing of the Prospectus with ROC

A copy of the Prospectus shall be filed with the Registrar of Companies, N.C.T. of Delhi and Haryana, in terms of section 56 and section 60 of the Act.

4. Pre-Issue Advertisement

Our Company will issue a statutory advertisement on or before the Issue Opening Date. This advertisement will contain the information as prescribed under Debt Regulations. Material updates, if any, between the date of filing of the Prospectus with ROC and the date of release of this statutory advertisement will be included in the statutory advertisement.

5. General Instructions

Do’s

� Check if you are eligible to apply;

� Read all the instructions carefully and complete the Application Form;

� Ensure that the details about Depository Participant and Beneficiary Account are correct as allotment of NCDs will be in the dematerialized form only;

� In case of an HUF applying through its Karta, the Applicant is required to specify the name of an Applicant in the Application Form as ‘XYZ Hindu Undivided Family applying through PQR’, where PQR is the name

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of the Karta;

� Ensure that the Applications are submitted to the Bankers to the Issue before the closure of banking hours on the Issue Closing Date;

� Ensure that the Applicant’s name(s) given in the Application Form is exactly the same as the name(s) in which the beneficiary account is held with the Depository Participant. In case the Application Form is submitted in joint names, ensure that the beneficiary account is also held in same joint names and such names are in the same sequence in which they appear in the Application Form

� Ensure that you mention your PAN allotted under the IT Act

� Ensure that the Demographic Details (as defined herein below) are updated, true and correct in all respects.

� Ensure that you have obtained all necessary approvals from the relevant statutory and/or regulatory authorities to apply for, subscribe to and/or seek allotment of NCDs pursuant to the Issue.

Don’ts:

� Do not apply for lower than the minimum application size;

� Do not pay the application amount in cash;

� Do not fill up the Application Form such that the NCDs applied for exceeds the issue size and/or investment limit or maximum number of NCDs that can be held under the applicable laws or regulations or maximum amount permissible under the applicable regulations;

� Do not submit the Application Forms without the full Application Amount; and

� Do not submit application accompanied with Stockinvest.

6. Instructions for completing the Application Form

A. Submission of Application Form

� Applications to be made in prescribed form only � The forms to be completed in block letters in English � Applications should be in single or joint names and should be applied by Karta in case of HUF � Thumb impressions and signatures other than in English/Hindi/Gujarati/Marathi or any other languages

specified in the 8th Schedule of the Constitution needs to be attested by a Magistrate or Notary Public or a Special Executive Magistrate under his/her seal.

� All Application Forms duly completed together with cheque/bank draft or RTGS transfers (only available to Category I Applicants) the amount payable on application must be delivered before the closing of the subscription list to any of the Bankers to the Public Issue or collection centre(s)/ agent(s) as may be specified before the closure of the Issue. Applicants at centres not covered by the branches of collecting banks can send their forms together with a cheque/draft drawn on/payable at a local bank in New Delhi to the Registrar to the Issue by registered post. Category I applicants may transfer the application monies to the Bankers to the Issue through RTGS transfers.

� No receipt will be issued for the application money. However, Bankers to the Issue and/or their branches receiving the applications will acknowledge the same.

� Every applicant should hold valid Permanent Account Number (PAN) and mention the same in the Application Form.

� All applicants are required to tick the relevant column of “Category of Investor” in the Application Form. � ALL APPLICATIONS BY CATEGORY I APPLICANTS SHALL BE RECEIVED ONLY BY THE

LEAD MANAGERS AND THEIR RESPECTIVE AFFILIATES. All applicants should apply for one or more type of NCDs and/or one or more option of NCDs in a single Application Form only. Our Company would allot Option I NCDs to all valid applications, wherein the applicants have not indicated their choice of the relevant series of NCDs (Option I or Option II). B. Applicant’s Bank Account Details

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It is mandatory for all the applicants to have their NCDs allotted in dematerialised form. The Registrars to the Issue will obtain the applicant’s bank account details from the Depository. The applicant should note that on the basis of the name of the applicant, Depository Participant’s (DP) name, Depository Participants identification number and beneficiary account number provided by them in the Application Form, the Registrar to the Issue will obtain from the applicant’s DP account, the applicant’s bank account details. The investors are advised to ensure that bank account details are updated in their respective DP A/cs as these bank account details would be printed on the refund order(s), if any. Please note that failure to do so could result in delays in credit of refunds to applicants at the applicant’s sole risk and neither the Lead Managers, our Company, the Refund Banker, nor the Registrar to the Issue shall have any responsibility and undertake any liability for the same.

C. Applicant’s Depository Account Details

IT IS MANDATORY FOR ALL THE APPLICANTS TO HAVE THEIR NCDs IN

DEMATERIALISED FORM. ALL APPLICANTS SHOULD MENTION THEIR DEPOSITORY

PARTICIPANT’S NAME, DEPOSITORY PARTICIPANT IDENTIFICATION NUMBER AND

BENEFICIARY ACCOUNT NUMBER IN THE APPLICATION FORM. INVESTORS MUST

ENSURE THAT THE NAME GIVEN IN THE APPLICATION FORM IS EXACTLY THE SAME AS

THE NAME IN WHICH THE DEPOSITORY ACCOUNT IS HELD. IN CASE THE APPLICATION

FORM IS SUBMITTED IN JOINT NAMES, IT SHOULD BE ENSURED THAT THE DEPOSITORY

ACCOUNT IS ALSO HELD IN THE SAME JOINT NAMES AND ARE IN THE SAME SEQUENCE

IN WHICH THEY APPEAR IN THE APPLICATION FORM. Applicant should note that on the basis of name of the applicant, Depository Participant’s name, Depository Participant-Identification number and Beneficiary Account Number provided by them in the Application Form, the Registrar to the Issue will obtain from the Depository, demographic details of the investor such as address, bank account details for printing on refund orders and occupation (“Demographic Details”). Hence, applicants should carefully fill in their Depository Account details in the Application Form. These Demographic Details would be used for all correspondence with the applicants including mailing of the refund orders/ Allotment Advice and printing of bank particulars on the refund/interest order and the Demographic Details given by applicant in the Application Form would not be used for these purposes by the Registrar. Hence, applicants are advised to update their Demographic Details as provided to their Depository Participants and ensure that they are true and correct. By signing the Application Form, the applicant would have deemed to have authorised the depositories to provide, upon request, to the Registrar to the Issue, the required Demographic Details as available on its records. Refund Orders/Allotment Advice would be mailed at the address of the applicant as per the Demographic Details received from the Depositories. Applicant may note that delivery of Refund Orders/Allotment Advice may get delayed if the same once sent to the address obtained from the Depositories are returned undelivered. In such an event, the address and other details given by the applicant in the Application Form would be used only to ensure dispatch of refund orders. Please note that any such delay shall be at the applicant’s sole risk and neither we nor the Lead Managers, or the Registrars shall be liable to compensate the applicant for any losses caused to the applicant due to any such delay or liable to pay any interest for such delay. However in case of applications made under power of attorney, our Company in its absolute discretion, reserves the right to permit the holder of Power of Attorney to request the Registrar that for the purpose of printing particulars on the refund order and mailing of Refund Orders /Allotment Advice, the demographic details obtained from the Depository of the applicant shall be used. In case no corresponding record is available with the Depositories that matches all three parameters, namely, names of the applicants (including the order of names of joint holders), the Depository Participant’s identity (DP ID) and the beneficiary’s identity, then such applications are liable to be rejected.

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D. Applications under Power of Attorney by limited companies, corporate bodies, registered societies etc.

In case of Applications made pursuant to a power of attorney or by limited companies, corporate bodies, registered societies etc, a certified copy of the power of attorney or the relevant resolution or authority, as the case may be, along with a certified copy of the Memorandum of Association and Articles of Association and/or bye laws must be lodged along with the Application Form, failing this, our Company reserves the right to accept or reject any Application in whole or in part, in either case, without assigning any reason therefor.

E. Permanent Account Number The applicant or in the case of applications made in joint names, each of the applicant, should mention his or her Permanent Account Number (PAN) allotted under the IT Act (Except for Applications on behalf of the Central or State Government officials and the officials appointed by the courts in terms of a SEBI circular dated June 30, 2008 and Applicants residing in the state of Sikkim who in terms of a SEBI circular dated July 20, 2006 may be exempt from specifying their PAN for transacting in the securities market). In accordance with Circular No. MRD/DOP/Cir-05/2007 dated April 27, 2007 issued by SEBI, the PAN would be the sole identification number for the participants transacting in the securities market, irrespective of the amount of transaction. Any Application Form, without the PAN is liable to be rejected, irrespective of the amount of transaction. It is to be specifically noted that the applicants should not submit the GIR number instead of the PAN as the Application is liable to be rejected on this ground.

F. Terms of Payment

The entire issue price for the NCDs is payable on application only. In case of allotment of lesser number of NCDs than the number applied, our Company shall refund the excess amount paid on application to the applicant.

G. Payment Instructions for Applicants

� In pursuance of Debt Regulations, we shall open Escrow Account with the Escrow Collection Banks(s) for the collection of the application amount payable upon submission of the Application Form.

� Payment may be made by way of cheque/bank draft drawn on any bank, including a co-operative bank which is situated at and is member or sub-member of the Bankers’ clearing-house located at the place where the Application Form is submitted, i.e. at designated collection centres. Outstation cheques /bank drafts drawn on banks not participating in the clearing process will not be accepted and applications accompanied by such cheques or bank drafts are liable to be rejected. Payment though stockinvest would also not be allowed as the same has been discontinued by the RBI vide notification No. DBOD.NO.FSC.BC. 42/24.47.001/2003-04 dated November 5, 2003. Cash/Stockinvest/Money Orders/Postal Orders will not be accepted. In case payment is effected in contravention of conditions mentioned herein, the application is liable to be rejected and application money will be refunded and no interest will be paid thereon. A separate cheque / bank draft must accompany each Application Form.

� Applicants belonging to Category I may make payment of their application monies through RTGS transfers to any of the Bankers to the Issue.

� All Application Forms received with outstation cheques, post dated cheques, cheques / bank drafts drawn on banks not participating in the clearing process, Money orders/postal orders, cash, stockinvest shall be rejected and the collecting bank shall not be responsible for such rejections.

� All cheques / bank drafts accompanying the application should be crossed “A/c Payee only” and all cheques / bank drafts accompanying the applications made (a) by eligible applicants other than NRIs must be made payable to “Escrow Account RFL NCD Public Issue-R” and (b) by NRI applicants must be made payable to

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“Escrow Account RFL NCD Public Issue-NR”.

� The Escrow Collection Bank(s) shall transfer the funds from the Escrow Account, as per the terms of the Escrow Agreement, into a public issue account after the creation of security as disclosed in this Prospectus.

8. Submission of Completed Application Forms

� All applications duly completed and accompanied by account payee cheques / drafts shall be submitted at the branches of the Bankers to the Issue (listed in the Application Form) or our Collection Centre(s)/ agent(s) as may be specified by us before the closure of the Issue. Our collection centre/ agent however, will not accept payments made in cash. However, Application Forms duly completed together with cheque/bank draft drawn on/payable at a local bank in Delhi for the amount payable on application may also be sent by Registered Post to the Registrar to the Issue, so as to reach the Registrar prior to closure of the Issue. Applicants at centres not covered by the branches of collecting banks can send their Application Forms together with cheque / draft drawn on / payable at a local bank in Delhi to the Registrar to the Issue by registered post.

� No separate receipts shall be issued for the application money. However, Bankers to the Issue at their designated branches/our Collection Centre(s)/ agent(s) receiving the duly completed Application Forms will acknowledge the receipt of the applications by stamping and returning the acknowledgment slip to the applicant.

� Applications shall be deemed to have been received by us only when submitted to Bankers to the Issue at their designated branches or at our Collection Centre/ agent or on receipt by the Registrar as detailed above and not otherwise.

� All applications by persons or entities belonging to Category I should be made in the form

prescribed for Category I applicants and shall be received only by the Lead Managers and their

respective affiliates.

9. On-line Applications We may decide to offer online application facility for NCDs, as and when it is permitted by law subject to terms and conditions as may be prescribed.

10. Other Instructions

A. Joint Applications Applications may be made in single or joint names (not exceeding three). In the case of joint applications, all payments will be made out in favour of the first applicant. All communications will be addressed to the first named applicant whose name appears in the Application Form and at the address mentioned therein.

B. Additional Applications

An applicant is allowed to make one or more applications for the NCDs for the same or other series of NCDs, subject to a minimum application size of ` 10,000/- and in multiples of ` 1,000/- thereafter, for each application. Any application for an amount below the aforesaid minimum application size will be deemed as an invalid application and shall be rejected. However, multiple applications by the same applicant belonging to Category III aggregating to a value exceeding ` 0.5 million shall be grouped in the Non-Institutional Portion, for the purpose of determining the basis of allotment to such applicant. However, any application made by any person in his individual capacity and an application made by such person in his capacity as a karta of a Hindu Undivided family and/or as joint applicant, shall not be deemed to be a multiple application. For the purposes of allotment of NCDs under the Issue, applications shall be grouped based on the PAN, i.e.

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applications under the same PAN shall be grouped together and treated as one application. Two or more applications will be deemed to be multiple applications if the sole or first applicant is one and the same. For the sake of clarity, two or more applications shall be deemed to be a multiple application for the aforesaid purpose if the PAN number of the sole or the first applicant is one and the same.

C. Depository Arrangements

As per the provisions of Section 68B of the Act, the allotment of NCDs of our Company can be made in a dematerialised form (i.e. not in the form of physical certificates but be fungible and be represented by the Statement issued through electronic mode). We have made depository arrangement with NSDL and CDSL for issue and holding of the NCDs in dematerialised form. Please note that the tripartite agreement have been executed between our Company, the Registrar and both the depositaries.

As per the provisions of the Depositories Act, 1996, the NCDs issued by us can be held in a dematerialized form. In this context:

i Tripartite Agreement dated April 27, 2005 between us, the Registrar to the Issue and NSDL and dated

December 2, 2010 (as extended vide a letter dated August 16, 2011), between us, the Registrar to the Issue and CDSL, respectively for offering depository option to the investors.

ii. An applicant who wishes to apply for NCDs in the electronic form must have at least one beneficiary account with any of the Depository Participants (DPs) of NSDL or CDSL prior to making the application.

iii. The applicant seeking allotment of NCDs in the Electronic Form must necessarily fill in the details (including the beneficiary account number and DP’s ID) appearing in the Application Form under the heading ‘Request for NCDs in Electronic Form’.

iv. NCDs allotted to an applicant in the Electronic Account Form will be credited directly to the applicant’s respective beneficiary account(s) with the DP.

v. For subscription in electronic form, names in the Application Form should be identical to those appearing in the account details in the depository. In case of joint holders, the names should necessarily be in the same sequence as they appear in the account details in the depository.

vi. Non-transferable Allotment Advice/refund orders will be directly sent to the applicant by the Registrars to this Issue.

vii. If incomplete/incorrect details are given under the heading ‘Request for NCDs in electronic form’ in the Application Form, it will be deemed to be an application for NCDs in physical form and thus will be rejected.

viii. For allotment of NCDs in electronic form, the address, nomination details and other details of the applicant as registered with his/her DP shall be used for all correspondence with the applicant. The applicant is therefore responsible for the correctness of his/her demographic details given in the Application Form vis-à-vis those with his/her DP. In case the information is incorrect or insufficient, our Company would not be liable for losses, if any.

ix. It may be noted that NCDs in electronic form can be traded only on the Stock Exchange/s having electronic connectivity with NSDL or CDSL. The Stock Exchange/s have connectivity with NSDL and CDSL.

x. Interest or other benefits with respect to the NCDs held in dematerialised form would be paid to those NCD holders whose names appear on the list of beneficial owners given by the Depositories to us as on record date. In case of those NCDs for which the beneficial owner is not identified by the Depository as on the record date/ book closure date, we would keep in abeyance the payment of interest or other benefits, till such time that the beneficial owner is identified by the Depository and conveyed to us, whereupon the interest or benefits will be paid to the beneficiaries, as identified, within a period of 30 days.

xi. The trading of the NCDs shall be in dematerialized form only. D. Communications

• All future Communications in connection with Applications made in the Issue should be addressed to the Registrar to the Issue quoting all relevant details as regards the applicant and its application.

• Applicants can contact the Compliance Officer of our Company/Lead Managers or the Registrar to the Issue in

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case of any Pre-Issue related problems. In case of Post-Issue related problems such as non-receipt of Allotment Advice / credit of NCDs in depository’s beneficiary account / refund orders, etc., applicants may contact the Compliance Officer of our Company/Lead Managers or Registrar to the Issue.

11. Rejection of Application

The Board of Directors and/or any committee of our Company reserves its full, unqualified and absolute right to accept or reject any application in whole or in part and in either case without assigning any reason thereof.

Application may be rejected on one or more technical grounds, including but not restricted to:

� Applications not duly signed by the sole/joint applicants (in the same sequence as they appear in the records of the depository);

� Amount paid doesn’t tally with the amount payable for the NCDs applied for;

� Age of First applicant not given;

� Application by persons not competent to contract under the Indian Contract Act, 1872 including minors (without the name of guardian) and insane persons;

� PAN not mentioned in the Application Form;

� GIR number furnished instead of PAN;

� Applications for amounts greater than the maximum permissible amounts prescribed by applicable regulations;

� Applications by persons/entities who have been debarred from accessing the capital markets by SEBI;

� Applications by any persons outside India, barring applications made by NRIs on a non-repatriable basis;

� Any application for an amount below the minimum application size;

� Application for number of NCDs, which are not in multiples of one;

� Category not ticked;

� Application under power of attorney or by limited companies, corporate, trust etc., where relevant documents are not submitted;

� Application Form does not have applicant’s depository account details;

� Applications accompanied by Stockinvest/money order/postal order;

� Signature of sole and/ or joint applicant(s) missing;

� Application Forms not delivered by the applicant within the time prescribed as per the Application Form and the Prospectus and as per the instructions in the Prospectus and the Application Form;

� In case the subscription amount is paid in cash.

� In case no corresponding record is available with the Depositories that matches three parameters namely, names of the applicant, the Depository Participant’s Identity and the beneficiary’s account number.

� Application Form accompanied with more than one cheque.

� Applications made by Category I investors on an application form meant for other applicants and vice-versa.

� Institutional Investor Applications not procured by the Lead Managers or their respective affiliates. For further instructions regarding application for the NCDs, investors are requested to read the Application Form

12. Allotment Advice / Refund Orders

The unutilised portion of the application money will be refunded to the applicant by an A/c Payee cheque/demand draft. In case the at par facility is not available, our Company reserves the right to adopt any other suitable mode of payment.

The Company shall credit the allotted NCDs to the respective beneficiary accounts/despatch the Letter(s) of Allotment or Letter(s) of Regret/Refund Orders in excess of ` 1,500/-, as the case may be, by Registered Post/Speed Post at the applicant’s sole risk, within 30 days from the date of closure of the Issue. Refund Orders up to ` 1,500/- will be sent by post. We may enter into an arrangement with one or more banks in one or more cities for refund to the account of the applicants through Direct Credit/RTGS/NEFT. Further,

a) Allotment of NCDs offered to the public shall be made within a time period of 30 days from the date of

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closure of the Issue; b) Credit to de-mat account will be given within 2 working days from the date of allotment c) Interest at a rate of 15 per cent per annum will be paid if the allotment has not been made and/or the

Refund Orders have not been dispatched to the applicants within 30 days from the date of the closure of the Issue, for the delay beyond 30 days.

The Company will provide adequate funds to the Registrars to the Issue, for this purpose. 13. Retention of oversubscription

The Company is making a public Issue of NCDs aggregating upto ` 4,000 million with an option to retain oversubscription of NCDs up to ` 4,000 million.

14. Basis of Allotment

Grouping of Applications and Allocation Ratio: Applications received from various applicants shall be grouped together on the following basis:

i) Applications received from Category I applicants: Applications received from Category I, shall be

grouped together, (“Institutional Portion”);

ii) Applications received from Category II applicants: Applications received from Category II shall be grouped together, (“Non-Institutional Portion”);

iii) Applications received from Category III applicants: Applications received from Category III applicants shall be grouped together, (“Reserved Individual Portion”). For further details please refer to “Additional

Applications” beginning on page 154 of this Prospectus. For removal of doubt, “Institutional Portion”, Non-Institutional Portion” and the “Reserved Individual Portion” are individually referred to as “Portion” and collectively referred to as “Portions”

For the purposes of determining the number of NCDs available for allocation to each of the abovementioned Portions, our Company shall have the discretion of determining the number of NCDs to be allotted over and above the Base Issue Size, in case our Company opts to retain any oversubscription in the Issue upto ` 8,000 million. The aggregate value of NCDs decided to be allotted over and above the Base Issue Size, (in case our Company opts to retain any oversubscription in the Issue), and/or the aggregate value of NCDs upto the Base Issue Size shall be collectively termed as the “Overall Issue Size”.

Basis of Allotment for NCDs

(a) Allotments in the first instance:

i. Applicants belonging to the Institutional Portion, in the first instance, will be allocated NCDs upto 20% of Overall Issue Size on first come first serve basis (determined on the basis of date of receipt of each application duly acknowledged by the Bankers to the Issue);

ii. Applicants belonging to the Non-Institutional Portion, in the first instance, will be allocated NCDs upto 30% of Overall Issue Size on first come first serve basis (determined on the basis of date of receipt of each application duly acknowledged by the Bankers to the Issue);

iii. Applicants belonging to the Reserved Individual Portion, in the first instance, will be allocated NCDs upto 50% of Overall Issue Size on first come first serve basis (determined on the basis of date of receipt of each application duly acknowledged by the Bankers to the Issue);

Allotments, in consultation with the Designated Stock Exchange, shall be made on a first-come first-serve basis, based on the date of presentation of each application to the Bankers to the Issue, in each Portion subject to the Allocation Ratio. (b) Under Subscription:

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If there is any under subscription in any Portion, priority in allotments will be given in the following order:

i. Reserved Individual Portion ii. Non-Institutional Investors Portion

iii. Institutional Portion on a first come first serve basis, on proportionate basis.

(c) For each Portion, all applications received on the same day by the Bankers to the Issue would be treated at par with each other. Allotment within a day would be on proportionate basis, where NCDs applied for exceeds NCDs to be allotted for each Portion respectively.

(d) Minimum allotments of 1 NCD and in multiples of 1 NCD thereafter would be made in case of each valid application.

(e) Allotments in case of oversubscription: In case of an oversubscription, allotments to the maximum extent, as possible, will be made on a first-come first-serve basis and thereafter on proportionate basis, i.e. full allotment of NCDs to the applicants on a first come first basis up to the date falling 1 (one) day prior to the date of oversubscription and proportionate allotment of NCDs to the applicants on the date of oversubscription (based on the date of presentation of each application to the Bankers to the Issue, in each Portion).

(f) Proportionate Allotments: For each Portion, on the date of oversubscription:

i) Allotments to the applicants shall be made in proportion to their respective application size, rounded off to the nearest integer,

ii) If the process of rounding off to the nearest integer results in the actual allocation of NCDs being higher than the Issue size, not all applicants will be allotted the number of NCDs arrived at after such rounding off. Rather, each applicant whose allotment size, prior to rounding off, had the highest decimal point would be given preference,

iii) In the event, there are more than one applicant whose entitlement remain equal after the manner of distribution referred to above, our Company will ensure that the basis of allotment is finalised by draw of lots in a fair and equitable manner.

(g) Applicant applying for more than one series of NCDs:

If an applicant has applied for more than one series of NCDs, and in case such applicant is entitled to allocation of only a part of the aggregate number of NCDs applied for, the Series-wise allocation of NCDs to such applicants shall be in proportion to the number of NCDs with respect to each Series, applied for by such applicant, subject to rounding off to the nearest integer, as appropriate in consultation with Lead Managers and Designated Stock Exchange. All decisions pertaining to the basis of allotment of NCDs pursuant to the Issue shall be taken by our Company in consultation with the Lead Managers and the Designated Stock Exchange and in compliance with the aforementioned provisions of this Prospectus. Our Company would allot Option I NCDs to all valid applications, wherein the applicants have not indicated their choice of the relevant Series of NCDs (Option I or Option II).

15. Investor Withdrawals and Pre-closure

Investor Withdrawal: Applicants are allowed to withdraw their applications at any time prior to the allotment under the Issue.

Pre-closure: Our Company, in consultation with the Lead Managers reserves the right to close the Issue at any time prior to the Closing Date, subject to receipt of minimum subscription for NCDs aggregating to 75% of the

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Base Issue. Our Company shall allot NCDs with respect to the applications received at the time of such pre-closure in accordance with the Basis of Allotment as described hereinabove and subject to applicable statutory and/or regulatory requirements.

16. Utilisation of Application Money

The sum received in respect of the Issue will be kept in separate bank accounts and we will have access to such funds as per applicable provisions of law(s), regulations and approvals. Our Company shall at all times ensure that any monies kept in the NRI Escrow Account shall be utilised only in accordance with the FEMA (Borrowing and Lending in Rupees) Regulations, 2000 and other applicable statutory and/or regulatory requirements.

17. Utilisation of Issue Proceeds

i. All monies received pursuant to the Issue of NCDs to public shall be transferred to a separate bank account

other than the bank account referred to in sub-section (3) of section 73 of the Act. ii. Details of all monies utilised out of Issue referred to in sub-item (a) shall be disclosed under an appropriate

separate head in our Balance Sheet indicating the purpose for which such monies had been utilised; and iii. Details of all unutilised monies out of issue of NCDs, if any, referred to in sub-item (a) shall be disclosed

under an appropriate separate head in our Balance Sheet indicating the form in which such unutilised monies have been invested.

iv. We shall utilize the Issue proceeds only upon creation of security as stated in this Prospectus and on receipt of the minimum subscription of 75% of the Base Issue.

v. Our Company shall open and maintain a separate NRI Escrow Account with the Escrow Collection Bank(s) in connection with all application monies received from NRIs. All application monies received from NRI applicants shall be deposited in the NRI Escrow Account maintained with each Escrow Collection Bank. Upon creation of security as disclosed in this Prospectus, the Escrow Collection Bank(s) shall transfer the monies from the NRI Escrow Account to a separate bank account, (“NRI Account”), which shall be different from the Public Issue Account. Our Company shall at all times ensure that any monies kept in the NRI Escrow Account and/or the NRI Account shall be utilised only in accordance with applicable statutory and/or regulatory requirements.

vi. The Issue proceeds shall not be utilized towards full or part consideration for the purchase or any other acquisition, inter alia by way of a lease, of any property, however the Issue Proceeds may be used for issuing Loans against securities.

18. Listing The NCDs offered through this Prospectus are proposed to be listed on the BSE. Our Company has received an in-principle approval dated August 30, 2011 for the Issue from the BSE. Application will be made to the BSE for the final permission to deal in and for an official quotation of our NCDs. BSE has been appointed as the Designated Stock Exchange. If permissions to deal in and for an official quotation of our NCDs are not granted by BSE, our Company will forthwith repay, without interest, all moneys received from the applicants in pursuance of this Prospectus. For the avoidance of doubt, it is hereby clarified that in the event of non subscription to any one or more of the Options, such NCDs with Option(s) shall not be listed.

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SECTION VII : LEGAL AND OTHER INFORMATION

PENDING PROCEEDINGS AND STATUTORY DEFAULTS

As on the date of this Prospectus, there are no defaults in meeting statutory dues, institutional dues, and towards holders of instrument like debentures, fixed deposits and arrears on cumulative preference shares, etc, by our Company or by public companies promoted by the same promoter and listed on stock exchange. Save as disclosed hereinbelow, there are no pending proceedings pertaining to: a. matters likely to affect operation and finances of our Company including disputed tax liabilities of any nature;

and b. criminal prosecution launched against our Company and the Directors for alleged offences under the enactments

specified in Paragraph 1 of Part I of Schedule XIII to the Act.

In November 2010 our Company was named in certain media reports to have been allegedly connected and/or involved in connection with investigations by the Central Bureau of Intelligence, India on certain banks and financial institutions. Our Company confirms that it has not received any show cause or other notice, request for information, explanation or enquiry or other letters from any statutory and/or regulatory authorities in connection with the aforesaid allegations in media reports, nor is it subject to any threatened and/or pending legal proceedings in relation thereto.

Proceedings initiated against our Company

Criminal Proceedings

1. Mr. M. M. Sundram (“Complainant”), has filed a complaint dated July 22, 2011, vide FIR No. CCB Cr. No. 81/11 u/s 120 (B), 409,468, 471 and 420 of the Indian Penal Code, 1860 against Religare Securities Limited, our Company and others before the Police Station City Crime Branch, Coimbatore. The Complainant has alleged that there were trades in his account to an extent of ` 315.31 million and that his shares and money were transferred by misusing the power of attorney. Further, the RBI vide its notice dated August 11, 2011 has directed our Company to take necessary steps to redress the complaint filed by the Complainant to the RBI vide its letter dated August 9, 2011, thereby requesting the RBI to initate action against our Company. The matter is pending hearing and final disposal.

Tax Proceedings

Assessment Year 2006-2007

1. The office of the Additional Commissioner of Income Tax, New Delhi has filed an appeal before the Income

Tax Appellate Tribunal, New Delhi against an order dated March 12, 2009 passed by the Commissioner of Income Tax (Appeals) - XVIII, New Delhi (“CIT(A)”) seeking the aforesaid order to be reversed. The CIT(A) by way of the said order allowed an appeal dated December 18, 2008 filed by our Company against an order dated November 10, 2008, (“Impugned Order”) passed by the Additional Commissioner of Income Tax, Range-15, New Delhi (“Assessing Officer”). The Assessing Officer had in the Impugned Order disallowed commission/ syndicate fee paid by our Company to related parties under Section 40A of the IT Act and made additions of ` 6.86 million while computing the our Company’s total income for the assessment year 2006-07. The Assessing Officer assessed the total income of our Company at ` 175.68 million, and raised a tax demand of ` 30.08 million. The appeal filed before the Income Tax Appellate Tribunal is pending hearing and final disposal.

Regulatory Proceedings

1. Our Company has received a letter dated February 25, 2009 from the SEBI seeking detailed reasons and

documents in respect of off-market trades between Ms. Sumati Sharma and our Company while trading in the

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scrip of Nu Tek India Limited. The letter has been duly replied to along with detailed reasoning and supporting documents.

2. The SEBI, through its letter dated February 15, 2008 has sought an explanation from our Company in respect

of a complaint received from M/s J. K. Agri Genetics Limited, alleging violation of SEBI (Prohibition of Insider Trading) Regulations, 1992. The letter has been duly replied to. Further, SEBI through its letter dated September 07, 2010 issued notice under adjudication proceedings to our Company for alleged violations of SEBI (SAST) Regulations, 1997 and SEBI (Prohibition of Insider Trading) Regulations, 1992. SEBI vide its letter dated November 16, 2010 provided our Company an opportunity of being heard. The hearing was duly attended by officials with the reply of notice dated September 07, 2010. SEBI vide its letter dated February 22, 2011 asked further information which was duly provided by our Company. Adjudication officer vide its order dated March 17, 2011 has levied a penalty of ` 0.10 million on our Company. The company paid the penalty without prejudice any right against the order of SEBI.

3. Four letters dated November 21, 2008, November 9, 2009, December 14, 2009 and September 17, 2010 have

been issued by Central Depositary Services (India) Limited advising our Company to report compliance with observations made during the course of inspections.

4. SEBI vide its letter dated October 27, 2009 has summoned our Company to produce documents as required in

relation to Kohinoor Foods Limited. Details required by SEBI were duly provided. SEBI again through its letter dated October 04, 2010 has summoned our Company to produce documents as required in relation to Kohinoor Foods Limited.

5. Our Company has received various letters and communications from the RBI, enclosing letters and complaints

received from various customers of our Company. The nature of contents of these letters and complaints contain allegations which include charging of high interest rates; lack of transparency in the charging of interest rates; refusal to furnish statement of accounts in connection with the loan; harassment of the customer; violation of guidelines relating to collection of loans, directions laid down by the court and statutes; requesting for moratorium period in respect of loans availed by the customers; and requests for rescheduling and restructuring of loans. Our Company has replied to such letters and complaints received and has taken necessary corrective action where considered necessary. Our Company has not received any communication from the customers after replying to their complaints and letters.

6. A notice has been received by our Company from the Competition Commission of India, Director General

(Investigation Wing of the Competition Commission) under Section 36(2) read with 41(2) of the Competition Act, 2002, objecting to the practice of charging pre-closure charges and requiring a period of 12 months as lock in period for the customer to foreclose the loan. Our Company filed its reply and arguments have concluded in the matter. The matter is currently pending.

Civil Proceedings

1. Mr. R. Vijay Kumar has filed an application for interim injunction vide I.A. No. 1648/2011 in Civil Suit

bearing number O.S. 1046 of 2011 filed before the IV Assistant City Civil Court, Chennai for restraining our Company from transferring, alienating or dealing with 3,970,070 shares belonging to him held in Depositary Participant name “Religare Finvest Limited” till disposal of suit. The IV Assistant City Civil Court, Chennai court vide order dated January 25, 2011 has granted interim injunction till February 22, 2011. The matter is pending hearing and final disposal.

Proceedings initiated by our Company Criminal Proceedings

1. Our Company has initiated proceedings vide a complaint filed before the Additional Chief Metropolitan

Magistrate, Dwarka Court, New Delhi, against Mr. Sudhir Jain under Section 138 of the Negotiable Instruments Act, 1881, for dishonor of cheque amounting to ` 105 million in connection with the invoices raised by our Company. The matter is pending hearing and final disposal.

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2. Our Company has initiated proceedings vide a complaint filed before the Additional Chief Metropolitan Magistrate, Dwarka Court, New Delhi, against Eversight Tradecomm Private Limited & others under Section 138 of the Negotiable Instruments Act, 1881, for dishonor of cheque amounting to ` 105 million in connection with the invoices raised by our Company. The matter is pending hearing and final disposal.

3. Our Company has initiated proceedings vide a complaint filed before the Additional Chief Metropolitan

Magistrate, Dwarka Court, New Delhi, against Alosha Vanijya Private Limited & others under Section 138 of the Negotiable Instruments Act, 1881, for dishonor of cheque amounting to ` 90 million in connection with the invoices raised by our Company. The matter is pending hearing and final disposal.

4. Our Company has initiated proceedings vide a complaint filed before the Additional Chief Metropolitan

Magistrate, Dwarka Court, New Delhi, under Section 138 of the Negotiable Instruments Act, 1881, against Mr. Sunny Garg for dishonor of cheque. Further, our Company has referred the aforementioned proceedings for arbitration before the Sole Arbitrator, Mr. Nitin Chadha, with a claim amount of ` 69,593,986.29/-. The matter is pending hearing and final disposal.

5. Our Company has initiated proceedings vide a complaint filed before the Additional Chief Metropolitan

Magistrate, Dwarka Court, New Delhi, under Section 138 of the Negotiable Instruments Act, 1881, against Mr. Anil Aggarwal for dishonor of cheque. Further, our Company has referred the aforementioned proceedings for arbitration before the Sole Arbitrator, Mr. Nitin Chadha, with a claim amount of ` 21,640,070.33/- . The matter is pending hearing and final disposal.

6. Our Company has initiated proceedings vide a complaint filed before the Additional Chief Metropolitan

Magistrate, Dwarka Court, New Delhi, under Section 138 of the Negotiable Instruments Act, 1881, against AVR Overseas Private Limited & others for dishonor of cheque amounting to ` 50 million in connection with the invoices raised by our Company. The matter is pending hearing and final disposal.

7. Our Company has initiated proceedings vide a complaint filed before the Additional Chief Metropolitan

Magistrate, Dwarka Court, New Delhi, under Section 138 of the Negotiable Instruments Act, 1881, against Mr. Naraian Lal Navalani for dishonor of cheque. Further, our Company has referred the aforementioned proceedings for arbitration before the Sole Arbitrator, Mr. Nitin Chadha, with a claim amount of ` 41,421,183.01/-. The matter is pending hearing and final disposal.

8. Our Company has initiated proceedings vide a complaint filed before the Additional Chief Metropolitan

Magistrate, Dwarka Court, New Delhi, under Section 138 of the Negotiable Instruments Act, 1881, against Polo Machinery Private Limited & others for dishonor of cheque. Further, our Company has referred the aforementioned proceedings for arbitration before the Sole Arbitrator, Mr. Nitin Chadha, with a claim amount of ` 53,279,233.42/-. The matter is pending hearing and final disposal.

9. Our Company has initiated proceedings vide a complaint filed before the Additional Chief Metropolitan

Magistrate, Dwarka Court, New Delhi, under Section 138 of the Negotiable Instruments Act, 1881, against VXL Realtors Private Limited & others for dishonor of cheque. Further, our Company has referred the aforementioned proceedings for arbitration before the Sole Arbitrator, Mr. Nitin Chadha, with a claim amount of ` 46,444,951.65/-. The matter is pending hearing and final disposal.

10. Our Company has initiated proceedings vide a complaint filed before the Additional Chief Metropolitan

Magistrate, Dwarka Court, New Delhi, under Section 138 of the Negotiable Instruments Act, 1881, against Broadband Limited & others for dishonor of cheque amounting to ` 110 million in connection with the invoices raised by our Company. The matter is pending hearing and final disposal.

11. Our Company has initiated proceedings vide a complaint filed before the Additional Chief Metropolitan

Magistrate, Dwarka Court, New Delhi, under Section 138 of the Negotiable Instruments Act, 1881, against Mr. Sanjeev Yadav for dishonor of cheque. Further, our Company has referred the aforementioned proceedings for arbitration before the Sole Arbitrator, Mr. Nitin Chadha, with a claim amount of ` 38,154,728.88/-. The matter is pending hearing and final disposal.

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12. Our Company has initiated proceedings vide a complaint filed before the Additional Chief Metropolitan Magistrate, Dwarka Court, New Delhi, under Section 138 of the Negotiable Instruments Act, 1881, against Mr. Keshavdayal Sitaldas Jadwani & others for dishonor of cheque. Further, our Company has referred the aforementioned proceedings for arbitration before the Sole Arbitrator, Mr. Nitin Chadha, with a claim amount of ` 21,097,923.01/-. The matter is pending hearing and final disposal.

13. Our Company has initiated proceedings vide a complaint filed before the Additional Chief Metropolitan

Magistrate, Dwarka Court, New Delhi, under Section 138 of the Negotiable Instruments Act, 1881, against VXL Realtors Private Limited & others for dishonor of cheque Further, our Company has referred the aforementioned proceedings for arbitration before the Sole Arbitrator, Mr. Nitin Chadha, with a claim amount of ` 30,772,266.46/-. The matter is pending hearing and final disposal.

Tax Proceedings

Assessment Year 2006-2007

1. Our Company has filed an appeal under Section 263 of the Income Tax Act, 1961 before the Income Tax

Appellate Tribunal, New Delhi against an order dated January 21, 2010, (“Impugned Order”), passed by the Commissioner of Income Tax, Delhi - V, seeking the aforesaid order to be quashed/reversed. The Commissioner of Income Tax, Delhi - V had in the Impugned Order held that an assessment order in connection with our Company was erroneous and prejudicial to the interest of revenue to the extent of expenditure of ` 16.46 million allowed to our Company, and that the relevant assessing officer should reconsider allowing such expenditure. The aforesaid appeal is pending hearing and final disposal.

2. Our Company has filed an appeal before the Commissioner of Income Tax (Appeals) - XVIII, New Delhi

against an assessment order passed by the Assistant Commissioner of Income Tax, (OSD), CIT - V, New Delhi, disallowing commission/syndicate fee paid by our Company to related parties under Section 40A of the IT Act and made additions of ` 82.12 million while computing our Company’s total income for the assessment year 2006-07. The said assessing officer assessed the total income of our Company at ` 189.23 million, and raised a tax demand of ` 4.76 million and initiated penalty proceedings under Section 271(1) (c) of the IT Act against our Company. Our Company has also filed a letter before the aforesaid assessing officer requesting to keep the penalty proceedings in abeyance till the disposal of appeal. The matter is pending hearing and final disposal.

Assessment Year 2007-2008

1. Our Company has filed an appeal before the Commissioner of Income Tax (Appeals) - XVIII, New Delhi

against an assessment order passed by the Additional Commissioner of Income Tax, Range - 15, New Delhi (“Assessing Officer”) whereby the Assessing Officer made additions on account of disallowance under Section 14A of the IT Act, non deduction of tax on processing fee, addition on account of deemed dividend, disallowance under Section 40A of the IT Act resulting in a total addition of ` 143.28 million while computing the our Company’s total income for the assessment year 2007-08. The Assessing Officer assessed the total income of our Company at ` 426.67 million, and raised a demand of ` 65.14 million and initiated penalty proceedings under Section 271(1) (c) of the IT Act against our Company. Our Company has also filed a letter before the Assessing Officer requesting to keep the penalty proceedings in abeyance till the disposal of appeal. The matter is pending hearing and final disposal.

2. Our Company has filed an appeal before the Commissioner of Income Tax (Appeals) - XVIII, New Delhi

against an assessment order passed by the Additional Commissioner of Income Tax, Range - 15, New Delhi (“Assessing Officer”), whereby the Assessing Officer made an addition under Section 115 WC of the IT Act of ` 0.10 million to the total taxable value of fringe benefit declared by our Company while computing the fringe benefit tax for the assessment year 2007-08. The Assessing Officer assessed the total taxable fringe benefit at ` 2.57 million and raised a tax demand of ` 0.03 million and initiated penalty proceedings under Section 271(1) (d) of the IT Act against our Company. Our Company has also filed a letter before the Assessing Officer requesting to keep the penalty proceedings in abeyance till the disposal of Appeal. The matter is pending hearing and final disposal.

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Assessment Year 2008-2009

1. Our Company has filed an appeal before the Commissioner of Income Tax (Appeals) - XVIII, New Delhi

against an assessment order passed by the Assistant Commissioner of Income Tax, (OSD) CIT - V, New Delhi (“Assessing Officer”), whereby the Assessing Officer had made certain additions on account of stock appreciation right related expenses, non deduction of tax on processing fees, payment of rent and other charges to group companies, disallowance under Section 14A of the IT Act and restriction of depreciation claimed on UPS to 15% and resulting in a total addition of ` 21.29 million while computing our Company’s total income for the assessment year 2008-09. The Assessing Officer assessed the total income of our Company at ` 603.23 million, and raised a tax demand of ` 9.70 million and initiated penalty proceedings under Section 271(1) (c) of the IT Act against our Company. Our Company has also filed a letter before the Assessing Officer requesting to keep the penalty proceedings in abeyance till the disposal of the Appeal. The matter is pending hearing and final disposal.

2. Our Company has filed appeals before the Commissioner of Income Tax (Appeals) - XXX, New Delhi against

5 demand notices issued by the income tax department for alleged defaults under the IT Act aggregating to ` 236,610. These demands were received on a quarterly basis for the said assessment year under section 201(1)/ 201(1A) of the IT Act on account of alleged short deduction of tax at source (TDS) and /or TDS deducted but not paid by our Company. These demands are primarily on account of mismatch in the online database of tax department with returns/ challans filed by our Company. The matter is pending hearing and final disposal.

Assessment Year 2009-2010

1. Our Company received demands on a quarterly basis for the said assessment year under section 201(1)/

201(1A) of the Act wherein demands have been raised on account of short deduction of tax at source (TDS) and /or TDS deducted but not paid by our Company. These demands are primarily on account of mismatch in the online database of tax department with returns/ challans filed by our Company. For the said year, our Company has received 4 demand notices for default aggregating to ` 1.58 million. Appeals have been filed by our Company against 4 notices before the Commissioner of Income Tax (Appeals) - XXX, New Delhi. The matter is pending hearing and final disposal.

Proceedings initiated against our Subsidiary

Tax Proceedings

Assessment Year 2008-2009

1. The Income Tax Officer, Company Ward 6(3), New Delhi (“Assessing Officer”) by way of an assessment order disallowed certain deductions on account of disallowance of excess depreciation on building, method adopted for computing deduction under Section 36(1) (viii) of the IT Act, disallowance of interest accrued on NPA not provided while computing the total taxable income of our Subsidiary for the assessment year 2008-09. The Assessing Officer assessed the total income of our Subsidiary at ` 1.42 million, and raised a tax demand of ` 0.26 million and initiated penalty proceedings under Section 271(1) (c) of the IT Act. Our Subsidiary has initiated the process to file an appeal before the Commissioner of Income Tax (Appeals) - IX, New Delhi against the said assessment order. Our Subsidiary has also filed a letter before the Assessing Officer requesting to keep the penalty proceedings in abeyance till the disposal of appeal. The matter is pending hearing and final disposal.

Assessment Year 2005-06

1. The Income Tax Officer, Company Ward 6(3), New Delhi (“Assessing Officer”), by way of an assessment

order made additions relating to the method adopted by the Company for claiming deduction under Section 36(1)(viii) of the IT Act and on account of interest accrued on NPAs not provided while computing the total taxable income of our Subsidiary for assessment year 2005-06. The Assessing Officer assessed the total income of our Subsidiary at ` 0.64 million and raised a tax demand of ` 0.22 million. our Subsidiary filed an appeal before the Commissioner of Income Tax (Appeals), New Delhi (“CIT(A)”) against the said assessment order and pursuant to the dismissal of the appeal by the CIT(A), our Subsidiary filed an appeal before the Income Tax

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Appellate Tribunal Delhi Bench ‘E’ (“ITAT”) against the order of the CIT (A). The ITAT vide its order dismissed our Subsidiary’s appeal. Further, our Subsidiary has filed an appeal before the High Court of Delhi which has been admitted. The matter is pending hearing and final disposal.

Assessment Year 2004-05

1. The Income Tax Officer, Company Ward 6(3), New Delhi (“Assessing Officer”), by way of an assessment

order made additions relating to the method adopted by the Company for claiming deduction under Section 36(1)(viii) of the IT Act and on account of interest accrued on NPAs not provided while computing the total taxable income of our Subsidiary for the assessment year 2004-05. The Assessing Officer assessed the total income of our Subsidiary at ` 5.98 million and raised a tax demand of ` 1.42 million. Further, our Subsidiary filed an appeal before the Commissioner of Income Tax (Appeals), New Delhi (“CIT(A)”) against the said assessment order and pursuant to the dismissal of the appeal by the CIT(A). Our Subsidiary filed an appeal before the Income Tax Appellate Tribunal Delhi Bench ‘E’ (“ITAT”) against the order of the CIT (A). The ITAT vide its order dismissed our Subsidiary’s appeal. The Delhi High Court vide it’s order dated April 8, 2010 has upheld the decision of the ITAT upholding the addition made by the Assessing Officer on account of interest accrued on NPAs not provided. However, the High Court has admitted the appeal filed by our Subsidiary against the decision of the ITAT upholding the addition made by the Assessing Officer relating to the method of computation adopted for claiming deduction u/s 36(1)(viii) of the Act. The matter is pending hearing and final disposal.

Assessment Year 2003-04

1. The Income Tax Officer, Company Ward 6(3), New Delhi (“Assessing Officer”), by way of an assessment

order made additions relating to the method adopted by the Company for claiming deduction under Section 36(1)(viii) of the IT Act and account of interest accrued on NPAs not provided while computing the total taxable income of our Subsidiary for the assessment year 2003-04. The Assessing Officer assessed the total income of our Subsidiary at ` 31.45 million and raised a tax demand of ` 7.1 million. Our Subsidiary had filed an appeal before the Deputy Commissioner of Income Tax (Appeals), Circle 6(1) New Delhi (“CIT(A)”) against the said assessment order and pursuant to dismissal of the appeal by CIT(A). Further, our Subsidiary filed an appeal before the Income Tax Appellate Tribunal Delhi Bench ‘E’ (“ITAT”) against the order of the CIT (A). The ITAT vide its order dismissed our Subsidiary’s appeal. The Delhi High Court vide it’s order dated April 8, 2010 has upheld the decision of the ITAT upholding the addition made by the Assessing Officer on account of interest accrued on NPAs not provided. However, the High Court has admitted the appeal filed by our Subsidiary against the decision of the ITAT upholding the addition made by the Assessing Officer relating to the method of computation adopted for claiming deduction u/s 36(1)(viii) of the Act. The matter is pending hearing and final disposal.

Assessment Year 2001-02

1. The Deputy Commissioner of Income Tax, Circle 6(1), New Delhi (“Assessing Officer”), by way of an

assessment order made additions relating to the method adopted by the Company for claiming deduction under Section 36(1)(viii) of the IT Act, interest accrued on NPAs not provided non deduction of tax on foreign payments and capital gains declared suo moto while computing the total taxable income of our Subsidiary for the assessment year 2001-02. Accordingly, the Assessing Officer assessed the total income of our Subsidiary at ` 0.24 million. The Deputy Commissioner of Income Tax, Circle 6(1) passed a penalty order and raised a penalty demand of ` 1.4 million. Our Subsidiary had filed an appeal before the Assistant Commissioner of Income Tax (Appeals), Circle 6(1) New Delhi (“CIT(A)”) against the said assessment order wherein the CIT(A) and pursuant to its dismissal, our Subsidiary filed an appeal before the Income Tax Appellate Tribunal Delhi Bench ‘D’ (“ITAT”) against the order of the CIT (A), and against the penalty order. The ITAT vide its order dismissed our Subsidiary’s appeal against the CIT(A)’s order and allowed the appeal against the penalty order. The Delhi High Court vide it’s order dated April 8, 2010 has upheld the decision of the ITAT upholding the addition made by the Assessing Officer on account of interest accrued on NPAs not provided. However, the High Court has admitted the appeal filed by our Subsidiary against the decision of the ITAT upholding the addition made by the Assessing Officer relating to the method of computation adopted for claiming deduction u/s 36(1)(viii) of the IT Act. The matter is pending hearing and final disposal.

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Proceedings initiated against our Promoter

Tax Proceedings

1. The Additional Commissioner of Income Tax, Range - 6, Mohali (“Assessing Officer”) by way of an assessment order has made certain additions on account of Initial Public Offer expenses and expenses allocated to subsidiaries resulting in a reduction in losses to be carried forward by our Promoter for the assessment year 2008-09 by ` 1.48 million. The Assessing Officer assessed the total loss of our Promoter at ` 2.16 million, and initiated penalty proceedings under Section 271(1) (c) of the IT Act against our Promoter. Further, our Promoter has filed an appeal before the Commissioner of Income Tax (Appeals), Chandigarh. REL has also filed a letter before the Assessing Officer requesting to keep the penalty proceedings in abeyance till the disposal of Appeal. The matter is pending hearing and final disposal.

2. The Additional Commissioner of Income Tax, Range - 6, Mohali (“Assessing Officer”) by way of an

assessment order has made an addition under Section 115WC of the IT Act of ` 0.05 million to the total taxable value of fringe benefit declared by our Promoter while computing the fringe benefit tax for the assessment year 2008-09. The Assessing Officer assessed the total taxable fringe benefit at ` 2.94 million and raised a tax demand of ` 0.017 million and initiated penalty proceedings under Section 271(1)(d) of the IT Act against our Promoter. Further, has filed an appeal before the Commissioner of Income Tax (Appeals), Chandigarh. Our Promoter has also filed a letter before the Assessing Officer requesting to keep the penalty proceedings in abeyance till the disposal of Appeal. The matter is pending hearing and final disposal.

3. Our Promoter has received orders dated March 30, 2011 passed by Income-tax Officer, TDS Ward 51 (2) u/s

201(1)/201(1A) of the IT Act for financial years 2007-08 and 2008-09, wherein demand amounting to ` 136,170 and ` 133,960 respectively was raised on our Promoter on account of TDS not deducted/TDS deducted but not paid by our Promoter. The said demand was primarily on account of mismatch in the online database of tax department with the returns/ challans filed by the Company. Our Promoter has preferred an appeal against the same to Commissioner of Income Tax (Appeals) - XXX. The matter is pending hearing and final disposal.

4. Show Cause Notice issued by the Commissioner of Service Tax, New Delhi to our Promoter alleging non

payment of service tax on the - charges reimbursed to a third party and for non payment on the legal and professional fees paid to an International Law Firm and raising a demand of ` 3.26 million.

Proceedings initiated against our Directors Criminal Proceedings

1. Ms. Manju Jain a client of RSL filed a complaint to police against RSL on July 8, 2009 before the Police Station, Hari Parvat, Agra. Ms. Manju Jain had interalia named Mr. Sunil Godhwani and others in the said complaint. Ms. Manju Jain had alleged that some trades in her account were done without her instructions, because of which she has suffered losses of ` 4 million approximately. RSL had submitted a reply to the compliant dated July 22, 2009 to the investigating officer. Thereafter no further questions / actions have been received / taken by police against RSL. The matter is pending hearing and final disposal.

2. Mr. Niketu Shah who had filed an arbitration claim after having first reported the matter to stock exchange investor grievances cell. The claim was made vide application dated March 31, 2008. Sole Arbitrator, did not agree to contentions of the Mr. Shah and did not grant the relief desired by Mr. Shah. Aggrieved by the award Mr. Niketu J. Shah has preferred Civil Miscellaneous Application under Section 34 of Arbitration and Conciliation Act, 1996 which is pending. Subsequently Mr. Shah filed complaint to police at Ahmadabad against Mr. Dipak Juneja, Mr. Anil Saxena, Mr. Shachindra Nath, Mr. G. P. S. Bhalla, Mr. Rama Krishna Shetty, Dr. Sunita Naidoo, Mr. J. W. Ballani, Mr. Padam Narain Bahl, Mr. Deepak R Sabnani, Mr. Harpal Singh, Mr. Shivinder Mohan Singh, Mr. Malvinder Mohan Singh, Mr. Sunil Godhwani Mr. Sandip Juneja, Mr. Anup Shah, Mr. Amendra Sinha and Mr. Amit Agarwal. Notice dated September 21, 2009 was received from Police Station, Ellisbridge, and Ahemdabad, vide the said notice that the above mentioned persons were required to give documents/ information. RSL’s officers joined the investigations and informed the Police that

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this was a motivated and false criminal complaint and at best was as civil dispute which the complaint had taken up before arbitration. Thereafter no further communication received from police authorities. The matter is pending hearing and final disposal.

3. Mr. Jai Prakash Moolchandani has filed a complaint before police at Cubbon Park Police Station, Bangalore

city against Ms. Trupati, Mr. Sumanjeet Das, Mr. A. V. Sathish, Mr. R. Sunder Raj, Mr. Amarnath, Mr. Sunil Godhwani, Mr. Ashu Madan and Mr. Chandrachood alleging unauthorized trading in his account with RSL resulting in a loss of ` 0.75 million to him. Police has registered a case bearing no. 268/2010 under Section 420 of the Indian Penal Code, 1860 and issued notice dated January 16, 2011 to Mr. R. Sunderaj, Associate Vice President, Religare Securities Limited, Bangalore directing him to co-operate in investigation and appear before the issuing authority for enquiry. The matter is pending hearing and final disposal.

4. Mr. Ummed Jain has filed a complaint before police station Vidhayak Puri, Jaipur against Ms. Puja Chaudhary,

Mr. Gagan Randev, Mr. Ashu Madan, Mr. Vivek Agarwal, Mr. Rajiv Bindlesh, Mr. Sunil Godhwani and Mr. Sunil Garg. We have received a notice under Section 91 of The Criminal Procedure Code, 1973 from police authorities directing us to produce certain documents and information. The matter is pending hearing and final disposal.

5. Mr. Miten Indulal Mehta has filed a complaint before the Magistrate under Section 156 (3) of the Criminal

Procedure Code, 1973 and got an ex-parte direction against RSL wherein the Court directed the Police to register a First Information Report (FIR) and investigate the allegations of trading without consent made by the Mr. Miten Indulal Mehta. RSL has filed an appeal against the said order before the High Court of Gujarat, which has stayed the order passed by the Magistrate’s Court. The matter is pending hearing final disposal.

Regulatory Proceedings

1. A letter was received from Registrar of Companies (Delhi) (“RoC”) dated August 14, 2009, under cover of

which copy of a complaint addressed by RSC Corporate Private Limited, a client of Religare Securities Limited was enclosed. The RSC Corporate has alleged certain disputes in share/ stock trading with RSL and accused inter-alia Mr. Sunil Godhwani in his capacity as CEO and Managing Director, Mr. Anil Saxena his capacity as Group CFO The Same was replied, inter-alia stating that there is an arbitration claim against the complainant by RSL. Thereafter RSL has not received any communication from the RoC. The matter is pending hearing and final disposal.

2. Dr. Jayaram Chigurupati and others have filed a petition dated June 30, 2009 before the Additional Principal

Bench, Company Law Board, Chennai against Ranbaxy Laboratories Limited (“RLL”), Zenotech Laboratories Limited (“ZLL”), Mr. Malvinder Mohan Singh, Mr. Balinder Singh Dhillon, Mr. Sunil Godhwani and others under Sections 397 and 398 read with Sections 402 and 403 and other applicable provisions of the Companies Act, 1956. The matter is pending hearing and final disposal.

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OTHER REGULATORY AND STATUTORY DISCLOSURES

Authority for the Issue

At the meeting of the Board of Directors of our Company, held on August 16, 2011, the Directors approved the issue of NCDs to the public upto an amount not exceeding ` 10,000 million.

Prohibition by SEBI Our Company, persons in control of our Company and/or our Promoter have not been restrained, prohibited or debarred by SEBI from accessing the securities market or dealing in securities and no such order or direction is in force. Further, no member of our promoter group has been prohibited or debarred by SEBI from accessing the securities market or dealing in securities due to fraud.

Disclaimer Clause of the BSE

BOMBAY STOCK EXCHANGE LIMITED (“THE EXCHANGE”) HAS GIVEN VIDE ITS LETTER DATED AUGUST 30, 2011 PERMISSION TO THIS ISSUER TO USE THE EXCHANGE'S NAME IN THIS OFFER

DOCUMENT AS ONE OF THE STOCK EXCHANGES ON WHICH THIS COMPANY'S NCDs ARE

PROPOSED TO BE LISTED. THE EXCHANGE HAS SCRUTINISED THIS OFFER DOCUMENT FOR ITS

LIMITED INTERNAL PURPOSE OF DECIDING ON THE MATTER OF GRANTING THE AFORESAID

PERMISSION TO THIS ISSUER. THE EXCHANGE DOES NOT IN ANY MANNER: -

i) WARRANT, CERTIFY OR ENDORSE THE CORRECTNESS OR COMPLETENESS OF ANY OF

THE CONTENTS OF THIS OFFER DOCUMENT; OR

ii) WARRANT THAT THIS NCDs WILL BE LISTED OR WILL CONTINUE TO BE LISTED ON THE

EXCHANGE; OR

iii) TAKE ANY RESPONSIBILITY FOR THE FINANCIAL OR OTHER SOUNDNESS OF THIS

COMPANY, ITS PROMOTERS, ITS MANAGEMENT OR ANY SCHEME OR PROJECT OF THIS

COMPANY;

AND IT SHOULD NOT FOR ANY REASON BE DEEMED OR CONSTRUED THAT THIS PROSPECTUS

HAS BEEN CLEARED OR APPROVED BY THE EXCHANGE. EVERY PERSON WHO DESIRES TO

APPLY FOR OR OTHERWISE ACQUIRES ANY SECURITIES OF SECURED REDEEMABLE NCDs OF

THIS ISSUER MAY DO SO PURSUANT TO INDEPENDENT INQUIRY, INVESTIGATION AND

ANALYSIS AND SHALL NOT HAVE ANY CLAIM AGAINST THE EXCHANGE WHATSOEVER BY

REASON OF ANY LOSS WHICH MAY BE SUFFERED BY SUCH PERSON CONSEQUENT TO OR IN

CONNECTION WITH SUCH SUBSCRIPTION / ACQUISITION WHETHER BY REASON OF ANYTHING

STATED OR OMITTED TO BE STATED HEREIN OR FOR ANY OTHER REASON WHATSOEVER.

Disclaimer Clause of the RBI

THE COMPANY IS HAVING A VALID CERTIFICATE OF REGISTRATION DATED NOVEMBER 10,

2006 ISSUED BY THE RESERVE BANK OF INDIA UNDER SECTION 45 IA OF THE RESERVE BANK

OF INDIA ACT, 1934. HOWEVER, THE RBI 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 REPAYMENT OF DEPOSITS/

DISCHARGE OF LIABILITY BY THE COMPANY.

Listing

An application will be made to the BSE for permission to deal in and for an official quotation of our NCDs. BSE has been appointed as the Designated Stock Exchange. If permissions to deal in and for an official quotation of our NCDs are not granted by BSE, our Company will forthwith repay, without interest, all moneys received from the applicants in pursuance of this Prospectus.

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For the avoidance of doubt, it is hereby clarified that in the event of non subscription to any one or more of the Options, such NCDs with Option(s) shall not be listed. Consents

Consents in writing of: (a) the Directors; (b) our Company Secretary and Compliance Officer; (c) Bankers to our Company; (d) Bankers to the Issue and Refund Banker; (e) Lead Managers; (f) the Registrar to the Issue; (g) Lead Brokers to the Issue; (h) Legal Advisors to the Issue; (i) Credit Rating Agencies; and (j) the Debenture Trustee to act in their respective capacities, have been obtained and the same will be filed along with a copy of the Prospectus with the ROC. The consents of the Statutory Auditor of our Company, namely Price Waterhouse for inclusion of (a) their name as the Statutory Auditor, (b) examination reports on Summary Financial Information of our Company in the form and context in which they appear in this Prospectus, have been obtained and the same will be filed along with a copy of this Prospectus with the Designated Stock Exchange. The consents of the Subsidiary Auditor, namely Price Waterhouse & Co. for inclusion of (a) their name as the Subsidiary Auditor, (b) examination reports on Summary Financial Information of our Subsidiary in the form and context in which they appear in this Prospectus, have been obtained and the same will be filed along with a copy of this Prospectus with the Designated Stock Exchange. Expert Opinion

Except the reports issued by ICRA dated August 12, 2011, and by CARE dated August 17, 2011, in respect of the credit ratings issued thereby for this Issue which furnishes the rationale for its rating, our Company has not obtained any expert opinions.

Common form of Transfer

The Issuer undertakes that there shall be a common form of transfer for the NCDs and the provisions of the Companies Act, 1956 and all applicable laws shall be duly complied with in respect of all transfer of debentures and registration thereof.

Minimum Subscription

If our Company does not receive the minimum subscription of 75% of the Base Issue, i.e. ` 3,000 million, the entire subscription shall be refunded to the applicants within 30 days from the date of closure of the Issue. If there is delay in the refund of subscription by more than 8 days after our Company becomes liable to refund the subscription amount, our Company will pay interest for the delayed period, at rates prescribed under sub-sections (2) and (2A) of Section 73 of the Companies Act, 1956.

Filing of the Draft Prospectus

The Draft Prospectus has been filed with BSE on August 19, 2011 in terms of Regulation 7 of the Debt Regulations for dissemination on their website.

Debenture Redemption Reserve

Section 117C of the Act states that any company that intends to issue debentures must create a DRR to which adequate amounts shall be credited out of the profits of the company until the redemption of the debentures. The Ministry of Corporate Affairs has, through its circular dated April 18, 2002, (“Circular”), specified that the quantum of DRR to be created before the redemption liability actually arises in normal circumstances should be ‘adequate’ to pay the value of the debentures plus accrued interest, (if not already paid), till the debentures are redeemed and cancelled. The Circular however further specifies that, for NBFCs like our Company, (NBFCs which are registered with the RBI under Section 45-IA of the RBI Act), the adequacy of the DRR will be 50% of the value of debentures issued through

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the public issue. Accordingly, our Company is required to create a DRR of 50% of the value of debentures issued through the public issue. As further clarified by the Circular, the amount to be credited as DRR will be carved out of the profits of the company only if there is profit for the particular year and there is no obligation on the part of the company to create DRR if there is no profit for the particular year. Our Company shall credit adequate amounts of DRR, from its profits every year until such NCDs are redeemed. The amounts credited to DRR shall not be utilized by the company except for the redemption of the NCDs.

Issue Related Expenses The expenses of this Issue include, among others, Fees for the Lead Managers, printing and distribution expenses, legal fees, advertisement expenses and listing fees. The estimated Issue expenses to be incurred for the Issue size of upto ` 228.42 million (assuming the full subscription including the retention of over subscription of upto ` 8,000 million) are as follows:

(` in millions)

Activity Expenses

Lead Management Fee 68.00Advertising and Marketing Expenses 40.00Printing and Stationery 9.00Fees payable legal advisors to the Issue 2.10Fess payable to the Registrars to the Issue 2.00Fees payable to the Debenture Trustee 0.80Brokerage 100.00Credit Rating Fees 1.52Others 5.00

Total 228.42

The above expenses are indicative and are subject to change depending on the actual level of subscription to the Issue and the number of Allottees, market conditions and other relevant factors.

Underwriting

The Issue has not been underwritten.

Details regarding the public issue during the last three years by our Company and other listed companies under

the same management within the meaning of section 370(1B) of the Companies Act, 1956:

Religare Enterprises Limited is the only listed company under the same management within the meaning of Section 370(1B) of the Companies Act, 1956. Other than as specifically disclosed below, our Company and REL have not made any public or rights or composite issue of capital during the last three years:

Sr.

No.

Name of the

Company

Year

of

Issue

Type of

Issue

Amount

of Issue

(in `̀̀̀

millions)

Date of

Closure

of Issue

Date of

completion of

delivery of

share/debenture

certificates

Date of

completion

of the

project,

where

object of

the issue

was

financing

of a

project

Rate of

dividend

paid (in

`̀̀̀))))

1. Super Religare Laboratories Limited^

2011 Initial Public Offer

N.A. N.A. N.A. N.A. N.A.

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Sr.

No.

Name of the

Company

Year

of

Issue

Type of

Issue

Amount

of Issue

(in `̀̀̀

millions)

Date of

Closure

of Issue

Date of

completion of

delivery of

share/debenture

certificates

Date of

completion

of the

project,

where

object of

the issue

was

financing

of a

project

Rate of

dividend

paid (in `̀̀̀))))

2. Religare Enterprises Limited*

2011 Rights Issue

8,000.00 N.A. N.A. N.A. N.A.

3. Religare Enterprises Limited

2010 Rights Issue

18,143.10 February 15, 2010

February 26, 2010

N.A. 2/- per equity share

^ Withdrawn by Lead Manager vide letter dated May 9, 2011

* REL has filed a Draft Letter of Offer with SEBI on May 6, 2011. Pursuant to the resolution dated April 26, 2011 passed by the Board of Directors

of REL, the size of the Issue may be increased by up to 10%.

Public / Rights Issues

Our Company has not made any public or rights issuances in the last five years.

Previous Issue

Other than as specifically disclosed in this Prospectus, our Company has not issued any securities for consideration other than cash.

Commissions and Brokerage on previous issue

The following commission and brokerage expense incurred by our Company on previous issues of commercial paper and debt securities (issued on a private placement basis) in the last 5 years preceding the date of this Prospectus.

Sr.

No.

Fiscal Year Type of Security Commission & Brokerage Paid (In `̀̀̀ in

million)

1. 2007 Commercial Paper & Debentures 23.57

2. 2008 Commercial Paper & Debentures 52.63

3. 2009 Commercial Paper & Debentures 41.19

4. 2010 Commercial Paper & Debentures 61.04

5. 2011 Commercial Paper & Debentures 59.08

Stock Market Data

Our Company’s Equity Shares are currently not listed on any Indian stock exchange.

Trading of Debentures

Our privately placed redeemable non convertible debentures which are listed on the BSE and commercial paper are not frequently traded instruments and as such have not been traded on the BSE in the last three years.

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Dividend

Our Company has no stated dividend policy. The declaration and payment of dividends on our shares will be recommended by our Board of Directors and approved by our shareholders, at their discretion, and will depend on a number of factors, including but not limited to our profits, capital requirements and overall financial condition. The following table details the dividend declared/recommended by our Company on the Equity Shares for the Financial Years ended March 31, 2007, 2008 ,2009, 2010 and 2011.

(`̀̀̀ in million)

For the year ended March 31,

Class of Shares 2011 2010 2009 2008 2007

Equity Dividend Equity Share Capital (as at year end)

1,733.22 1,703.22 1,199.07 1,199.07 875.00

Date of declaration of interim dividend and Rate of interim dividend

March 28, 2011

15%

March 15, 2010

22.50%

- September 29, 2007

5%

August 28, 2006

2%

- - - January 4, 2008

2%

January 29, 2007

2%

- - - - March 31, 2007 5%

Date of declaration of interim dividend and amount of interim dividend

March 28, 2011

259.98

March 15, 2010

383.23

- September 29, 2007

43.75

August 28, 2006

5.00

- - - January 4, 2008

18.34

January 29, 2007

17.50

- - - - March 31, 2007

20.68

Aggregate amount of Equity Dividend (interim)

259.98 383.23 - 62.09 43.18

Date of declaration of final dividend and Rate of final dividend

- - - June 26, 2008 5%

Aggregate amount of Equity Dividend (final)

- - - 48.17 -

Preference Dividend

Preference Share Capital (as at year end)

- - - - -

Rate of Dividend 0% 0% 0% 0% 6%

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(`̀̀̀ in million)

For the year ended March 31,

Class of Shares 2011 2010 2009 2008 2007

Aggregate amount of Preference Dividend (refer note 3)

- - - - 10.48

Total Dividend 259.98 383.23 - 110.26 53.66

Amount of Dividend Disbtribution Tax

43.18 65.13 - 18.74 7.53

Note:

1. The rate of dividend declared on the respective date(s) relates to the paid up capital on such date(s). 2. The interim dividend declared in each of the year is the Final Dividend for the respective years except for the ended March 31, 2008 when final dividend was separately declared. 3. The Company redeemed 25,000,000, 6% Cumulative Redeemable Preference Shares of ` 10 each, during the financial year 2006-07, refer note 'c' of Notes to accounts.

Revaluation of assets The Company has not revalued its assets in the last five years.

Mechanism for redressal of investor grievances

The MoU between the Registrar to the Issue and our Company will provide for retention of records with the Registrar to the Issue for a period of at least three years from the last date of despatch of the Allotment Advice, demat credit and refund orders to enable the investors to approach the Registrar to the Issue for redressal of their grievances. All grievances relating to the Issue may be addressed to the Registrar to the Issue, giving full details such as name, address of the applicant, number of NCDs applied for, amount paid on application and the bank branch or collection centre where the application was submitted. The contact details of Registrar to the Issue are as follows: Link Intime India Private Limited C-13, Pannalal Silk Mills Compound, L.B.S. Marg, Bhandup (West), Mumbai - 400 078, India Tel: +91 22 2596 0320 Fax: +91 22 2596 0329 Toll Free: 1-800-22-0320 Email: religare.ncd@linkintime.co.in Investor Grievance Email: religare.ncd@linkintime.co.in Website: www.linkintime.co.in Contact Person: Mr. Sachin Achar SEBI Registration No: NR000004058 We estimate that the average time required by us or the Registrar to the Issue for the redressal of routine investor grievances will be 7 (seven) business days from the date of receipt of the complaint. In case of non-routine complaints and complaints where external agencies are involved, we will seek to redress these complaints as expeditiously as possible.

Mr. Punit Arora has been appointed as the Compliance Officer of our Company for this issue.

The contact details of Compliance officer of our Company are as follows:

Mr. Punit Arora,

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Company Secretary Religare Finvest Limited D3, P3B, District Centre, Saket, New Delhi - 110017 Tel. No. +91 011 3912 5000 Fax No.: +91 011 3912 6505 Email: investors.rfl@religare.com

Change in Auditors of our Company during the last three years

There has been no change(s) in the Statutory Auditors of our Company in the last 3 (three) financial years preceding the date of this Prospectus.

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REGULATIONS AND POLICIES

The regulations summarised below are not exhaustive and are only intended to provide general information to

Investors and is neither designed nor intended to be a substitute for any professional legal advice. Taxation statutes

such as the IT Act, Central Sales Tax Act, 1956 and applicable local sales tax statutes, labour regulations such as the

Employees State Insurance Act, 1948 and the Employees Provident Fund and Miscellaneous Act, 1952, and other

miscellaneous regulations such as the Trade and Merchandise Marks Act, 1958 and applicable Shops and

Establishments statutes apply to us as they do to any other Indian company and therefore have not been detailed

below. The following information is based on the current provisions of applicable Indian law, which are subject to

change or modification by subsequent legislative, regulatory, administrative or judicial decisions.

As per the RBI Act, a financial institution has been defined as a company which includes a non-banking institution carrying on as its business or part of its business the financing activities, whether by way of making loans or advances or otherwise, of any activity, other than its own and it is engaged in the activities of loans and advances, acquisition of shares/stock/bonds/debentures/securities issued by the Government of India or other local authorities or other marketable securities of like nature, leasing, hire-purchase, insurance business, chit business but does not include any institution whose principal business is that of carrying out any agricultural or industrial activities or the sale/purchase/construction of immovable property. Any company which carries on the business of a non-banking financial institution as its principal business is to be treated as an NBFC. Since the term 'principal business' has not been defined in law, the RBI has clarified through a press release (Ref. No. 1998-99/ 1269) in 1999, that in order to identify a particular company as an NBFC, it will consider both the assets and the income pattern as evidenced from the last audited balance sheet of the company to decide its principal business. The company will be treated as an NBFC if its financial assets are more than 50 per cent of its total assets (netted off by intangible assets) and income from financial assets should be more than 50 per cent of the gross income. Both these tests are required to be satisfied as the determinant factor for principal business of a company. With effect from 1997, NBFCs were not permitted to commence or carry on the business of a non banking financial institution without obtaining a Certificate of Registration (CoR). Further, with a view to imparting greater financial soundness and achieving the economies of scale in terms of efficiency of operations and higher managerial skills, the RBI has raised the requirement of minimum net owned fund from ` 2.50 million to ` 20 million for the NBFC which commences business on or after April 21, 1999. Further, every NBFC is required to submit to the RBI a certificate, from its statutory auditor within one month from the date of finalization of the balance sheet and in any case not later than December 30th of that year, stating that it is engaged in the business of non-banking financial institution requiring it to hold a CoR. A. Regulations and Policies Applicable to our Company

1. Regulation of NBFCs registered with the RBI

NBFCs are primarily governed by the RBI Act, 1934 (“RBI Act”), the Non-Banking Financial (Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007, (“Prudential

Norms”), the Non-Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions, 1998, (“Public Deposit Directions”), the Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007 (“Non- Deposit Accepting NBFC

Directions”), and the provisions of the Non- Banking Financial Companies Prudential Norms (Reserve Bank) Directions, 1998. In addition to these regulations, NBFCs are also governed by various circulars, notifications, guidelines and directions issued by the RBI from time to time.

2. Types of Activities that NBFCs are permitted to carry out

Although by definition, NBFCs are permitted to operate in similar sphere of activities as banks, there are a few important, key differences. The most important distinctions are:

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(i) an NBFC cannot accept deposits repayable on demand – in other words, NBFCs can only accept fixed term deposits. Thus, NBFCs are not permitted to issue negotiable instruments, such as cheques which are payable on demand; and

(ii) NBFCs are not allowed to deal in foreign exchange, even if they specifically apply to the RBI for

approval in this regard.

3. Types of NBFCs:

Section 45-IA of the RBI Act makes it mandatory for every NBFC to get itself registered with the Reserve Bank in order to be able to commence any of the aforementioned activities. Further, an NBFC may be registered as a deposit accepting NBFC (“NBFC-D”) or as a non-deposit accepting NBFC (“NBFC-ND”). NBFCs registered with RBI are further classified as: (i) asset finance companies; (ii) investment companies; and/or

(iii) loan companies and/or

(iv) infrastructure finance companies 4. Regulatory Requirements of an NBFC under the RBI Act Net Owned Fund

Section 45-IA of the RBI Act provides that to carry on the business of a NBFC, an entity would have to

register as an NBFC with the RBI and would be required to have a minimum net owned fund of ` 20,000,000 (Rupees twenty million only). For this purpose, the RBI Act has defined “net owned fund” to mean:

(a) the aggregate of the paid-up equity capital and free reserves as disclosed in the latest balance sheet of the

company, after deducting (i) accumulated balance of losses, (ii) deferred revenue expenditure, and (iii) other intangible assets; and

(b) further reduced by the amounts representing, (1) investment by such companies in shares of (i) its subsidiaries, (ii) companies in the same group, (iii)

other NBFCs, and (2) the book value of debentures, bonds, outstanding loans and advances (including hire purchase and

lease finance) made to, and deposits with (i) subsidiaries of such companies; and (ii) companies in the same group,

to the extent such amount exceeds 10% of (a) above.

Capital Reserve Fund

In addition to the above, Section 45-IC of the RBI Act requires NBFCs to create a reserve fund and transfer therein a sum of not less than 20% of its net profits earned annually before declaration of dividend. Such sum cannot be appropriated by the NBFC except for the purpose as may be specified by the RBI from time to time and every such appropriation is required to be reported to the RBI within 21 days from the date of such withdrawal.

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Maintenance of liquid assets

The RBI through notification dated January 31, 1998, as amended has prescribed that every NBFC shall invest and continue to invest in unencumbered approved securities valued at a price not exceeding the current market price of such securities an amount which shall, at the close of business on any day be not less than 10% in approved securities and the remaining in unencumbered term deposits in any scheduled commercial bank; the aggregate of which shall not be less than 15% of the public deposit outstanding at the last working day of the second preceding quarter.

5. Non- Deposit Accepting NBFC Directions

The RBI has issued the Non Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007, as amended ("Non- Deposit Accepting NBFC Directions "), which contain detailed directions on prudential norms for an NBFC-ND. The Non- Deposit Accepting NBFC Directions, amongst other requirements prescribe guidelines regarding income recognition, asset classification, provisioning requirements, constitution of audit committee, capital adequacy requirements, and concentration of credit/investment. In terms of the Non- Deposit Accepting NBFC Directions, all NBFCs-ND with an asset size of ` 1,000 million or more as per their last audited balance sheet will be considered as a systemically important NBFC-ND-SI.

Asset Classification The Non- Deposit Accepting NBFC Directions require that every NBFC shall, after taking into account the degree of well defined credit weaknesses and extent of dependence on collateral security for realisation, classify its lease/hire purchase assets, loans and advances and any other forms of credit into the following classes: (i) Standard assets; (iii) Sub-standard assets; (iv) Doubtful assets; and (v) Loss assets. Further, such class of assets would not be entitled to be upgraded merely as a result of rescheduling, unless it satisfies the conditions required for such upgradation. Provisioning Requirements An NBFC-ND, after taking into account the time lag between an account becoming non performing, its recognition, the realization of the security and erosion overtime in the value of the security charged, shall make provisions against sub-standard assets, doubtful assets and loss assets in the manner provided for in the Non- Deposit Accepting NBFC Directions.

Disclosure Requirements An NBFC-ND is required to separately disclose in its balance sheet the provisions made in terms of the above paragraph without netting them from the income or against the value of the assets. These provisions shall be distinctly indicated under separate heads of accounts and shall not be appropriated from the general provisions and loss reserves held, if any, by it. Further every systemically important NBFC (NBFC-ND-SI) shall disclose the following particulars in its balance sheet (i) capital to risk assets ratio (CRAR), (ii) exposure to real estate sector, both direct and indirect, and (iii) maturity pattern of assets and liabilities. Exposure Norms

The Non- Deposit Accepting NBFC Directions prescribe credit exposure limits for financial institutions in respect of the loans granted and investments undertaken by a NBFC-ND-SI. An NBFC-ND-SI shall not lend money exceeding 15% of its owned fund to any single borrower and the lending to any single group of borrowers shall not exceed 25% of the NBFC-ND-SI's owned fund. As regards investments, an NBFC-ND-

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SI shall not invest in the shares of a company exceeding 15% of its owned fund, while the investment in the shares of a single group of companies shall not exceed 25% of its owned fund. The loans and investments of NBFC-ND-SI taken together should not exceed 25% of its owned fund to or in a single party and 40% of its owned fund to or in a single group of parties. However, this prescribed ceiling shall not be applicable on an NBFC-ND-SI for investments in the equity capital of an insurance company to the extent specifically permitted by the RBI. Further, an NBFC-ND-SI, which is classified as Asset Finance Company, may in exceptional circumstances, exceed the above ceilings on credit / investment concentration to a single party or a single group of parties by 5% of its owned fund, with the approval of its board of directors. Any NBFC-ND-SI not accessing public funds, either directly or indirectly may make an application to the RBI for modifications in the prescribed ceilings. Further, every NBFC-ND-SI is required to formulate a policy in respect of exposures to a single party/a single group of parties. Capital Adequacy Norms

As per the Non- Deposit Accepting NBFC Directions, every NBFC-ND-SI is subject to capital adequacy requirements. A minimum capital ratio consisting of Tier I and Tier II capital of not less than 15% of its aggregate risk weighted assets on balance sheet and of risk adjusted value of off-balance sheet items is required to be maintained. "Tier I" capital means owned fund as reduced by investment in shares of other non-banking financial companies and in shares, debentures, bonds, outstanding loans and advances including hire purchase and lease finance made to and deposits with subsidiaries and companies in the same group exceeding, in aggregate, 10% of the owned fund; and "Tier II" capital includes, (a) preference shares other than those which are compulsorily convertible into equity; (b) revaluation reserves at discounted rate of 55%; (c) general provisions and loss reserves to the extent these are not attributable to actual diminution in value or identifiable potential loss in any specific asset and are available to meet unexpected losses, to the extent of one and one fourth percent of risk weighted assets; (d) hybrid debt capital instruments; (e) subordinated debt to the extent the aggregate does not exceed Tier I capital; and (f) perpetual debt instruments issued by a NBFC-ND-SI in each year to the extent it does not exceed 15% of its aggregate Tier I capital, as on March 31 of the previous fiscal year. Currently, the RBI requires that such ratio shall not be less than 15% by March 31, 2011. Also, the total of Tier II capital of a NBFC-ND-SI shall not exceed 100% of Tier I capital.

Information to be furnished in relation to certain changes

As per the Non- Deposit Accepting NBFC Directions, an NBFC-ND is required to furnish the following information to the Regional Office of the Department of Non-Banking Supervision of the RBI within one month of the occurrence of any change: (i) complete postal address, telephone/fax number of the registered/corporate office, (ii) name and residential address of the directors of the company, (iii) names and official designations of its principal officers, (iv) names and office address of its auditors, and (v) specimen signatures of the officers authorised to sign on behalf of the company. Asset Liability Management

The RBI has prescribed the Guidelines for Asset Liability Management ("ALM") System in relation to NBFCs ("ALM Guidelines") that are applicable to all NBFCs through a Master Circular on Miscellaneous Instructions to All Non-Banking Financial Companies dated July 1, 2010. As per this Master Circular, the NBFCs (engaged in and classified as equipment leasing, hire purchase finance, loan, investment and residuary non-banking companies) meeting certain criteria, including, an asset base of ` 1,000 million, irrespective of whether they are accepting / holding public deposits or not, are required to put in place an ALM system. The ALM system rests on the functioning of ALM information systems within the NBFC, ALM organization including an Asset Liability Committee ("ALCO") and ALM support groups, and the ALM process includes liquidity risk management, management of marketing risk, funding and capital planning, profit planning and growth projection, and forecasting/ preparation of contingency plans. It has been provided that the management committee of the board of directors or any other specific committee constituted by the board of directors should oversee the implementation of the system and review its functioning periodically. The ALM Guidelines mainly address liquidity and interest rate risks. In case of

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structural liquidity, the negative gap (i.e. where outflows exceed inflows) in the 1 to 30/31 days time-bucket should not exceed the prudential limit of 15% of outflows of each time-bucket and the cumulative gap of up to one year should not exceed 15% of the cumulative cash outflows of up to one year. In case these limits are exceeded, the measures proposed for bringing the gaps within the limit should be shown by a footnote in the relevant statement.

Fair Practices Code

On September 28, 2006 the RBI prescribed broad guidelines towards a fair practices code that was required to be framed and approved by the board of directors of all NBFCs. On July 1, 2010 the RBI issued a Master Circular on fair practices and has required that the Fair Practices Code of each NBFC is to, be published and disseminated on its website. Among others, the code prescribes the following requirements, to be adhered to by NBFCs: (i) Inclusion of necessary information affecting the interest of the borrower in the loan application form. (ii) Devising a mechanism to acknowledge receipt of loan applications and establishing a time frame

within which such loan applications are to be disposed. (iii) Conveying, in writing, to the borrower the loan sanctioned and terms thereof. The acceptance of

such terms should be kept on record by the NBFC. (iv) Giving notice to the borrower of any change in the terms and conditions and ensuring that changes

are effected prospectively. (v) Refraining from interfering in the affairs of the borrowers except for the purposes provided in the

terms and conditions of the loan agreement. (vi) Not resorting to undue harassment in the matter of recovery of loans, and an appropriate grievance

redressal mechanism for resolving disputes in this regard is to be established. (vii) Periodical review of the compliance of the fair practices code and the functioning of the grievances

redressal mechanism at various levels of management, a consolidated report whereof may be submitted to the board of directors.

KYC Guidelines

The RBI has issued a Master Circular on Know Your Customer ("KYC") guidelines dated July 1, 2011 and advised all NBFCs to adopt such guidelines with suitable modifications depending upon the activity undertaken by them and ensure that a proper policy framework on KYC and anti-money laundering measures is put in place. The KYC policies are required to have certain key elements such as customer acceptance policy, customer identification procedures, monitoring of transactions and risk management, adherence to KYC guidelines by the persons authorised by the NBFCs' and including brokers/ agents, due diligence of persons authorised by the NBFCs and customer service in terms of identifiable contact with persons authorised by NBFCs.

Corporate Governance Guidelines

In order to enable NBFCs to adopt best practices and greater transparency in their operations, the RBI introduced corporate governance guidelines on May 8, 2007. The RBI consolidated the corporate governance guidelines issued by it from time to time in the Master Circular dated July 1, 2010. As per this Master Circular, all NBFCs-ND-SI are required to adhere to certain corporate governance norms, including: (i) Constitution of an audit committee; (ii) Constitution of a nomination committee to ensure fit and proper status of the proposed and existing

Directors; (iii) Constitution of asset liability management committee to monitor the asset gap and strategize actions

to mitigate the associated risk. Further a risk management committee may also be formed to manage the integrated risk;

(iv) Informing the Board of Directors, at regular intervals, the progress made in having a progressive risk management system, a risk management policy and the strategy being followed. The Board of Directors also needs to be informed about compliance with corporate governance standards, including in relation to the composition of various committees and their meetings; and

180

(v) Frame internal guidelines on corporate governance for enhancing the scope of the guidelines.

Rating of Financial Product

Pursuant to the RBI circular dated February 4, 2009, all NBFCs with an asset size of ` 1,000 million and above are required to furnish at the relevant regional office of the RBI, within whose jurisdiction the registered office of the NBFC is functioning, information relating to the downgrading and upgrading of assigned rating of any financial products issued by them within 15 days of such change. Norms for Excessive Interest Rates

The RBI, through its circular dated May 24, 2007, directed all NBFCs to put in place appropriate internal principles and procedures in determining interest rates and processing and other charges. In addition to the aforesaid instruction, the RBI has issued a Master Circular on Fair Practices Code dated July 1, 2010 for regulating the rates of interest charged by the NBFCs. These circulars stipulate that the board of each NBFC is required to adopt an interest rate model taking into account the various relevant factors including cost of funds, margin and risk premium. The rate of interest and the approach for gradation of risk and the rationale for charging different rates of interest for different categories of borrowers are required to be disclosed to the borrowers in the application form and expressly communicated in the sanction letter. Further, this is also required to be made available on the NBFCs website or published in newspapers and is required to be updated in the event of any change therein. Further, the rate of interest would have to be an annualized rate so that the borrower is aware of the exact rates that would be charged to the account. Enhancement of Capital funds Raising Option Pursuant to the RBI circular on Enhancement of NBFCs' Capital Raising Option for Capital Adequacy Purposes dated October 29, 2008, NBFCs-ND-SI have been permitted to augment their capital funds by issuing perpetual debt instruments ("PDI") in accordance with the prescribed guidelines provided under the circular. Such PDI will be eligible for inclusion as Tier I capital to the extent of 15% of the total Tier I capital as on March 31 of the previous accounting year. Any amount in excess of the amount admissible as Tier I capital will qualify as Tier II capital within the eligible limits. The minimum investment in each issue/tranche by any single investor shall not be less than ` 500,000. It has been clarified that the amount of funds so raised shall not be treated as public deposit within the meaning of clause 2 (1) (xii) of the Public Deposit Directions. Anti Money Laundering

The Prevention of Money Laundering Act, 2002 ("PMLA") was enacted to prevent money-laundering and to provide for confiscation of property derived from or involved in, money-laundering and for matters connected therewith or incidental thereto. The Government of India under PMLA has issued the Prevention of Money-laundering (Maintenance of Records of the Nature and Value of Transactions, the Procedure and Manner of Maintaining and Time for Furnishing Information and Verification and Maintenance of Records of the Identity of the Clients of the Banking Companies, Financial Institutions and Intermediaries) Rules, 2005, as amended ("PML Rules"). PMLA & PML Rules extends to all banking companies, financial institutions, including NBFCs and intermediaries. The RBI has issued a Master Circular dated July 1, 2011 to ensure that a proper policy frame work for the PMLA and PML Rules is put into place. Pursuant to the provisions of PMLA, PML Rules and the RBI guidelines, all NBFCs are advised to appoint a principal officer for internal reporting of suspicious transactions and cash transactions and to maintain a system of proper record (i) for all cash transactions of value of more than ` 1 million; (ii) all series of cash transactions integrally connected to each other which have been valued below ` 1 million where such series of transactions have taken place within one month and the aggregate value of such transaction exceeds ` 1 million. All NBFCs are required to take appropriate steps to evolve a system for proper maintenance and preservation of account information in a manner that allows data to be retrieved easily and quickly whenever required or when requested by the competent authorities. Further, NBFCs are also required to maintain for at least ten years from the date of transaction between the NBFCs and the client, all necessary records of transactions,

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both domestic or international, which will permit reconstruction of individual transactions (including the amounts and types of currency involved if any) so as to provide, if necessary, evidence for prosecution of persons involved in criminal activity. Further, NBFCs shall exercise ongoing due diligence with respect to the business relationship with every client and closely examine the transactions in order to ensure that they are consistent with their knowledge of the client, his business and risk profile and where necessary, the source of funds. Additionally, NBFCs should ensure that records pertaining to the identification of their customers and their address are obtained while opening the account and during the course of business relationship, and that the same are properly preserved for at least ten years after the business relationship is ended. The identification records and transaction data is to be made available to the competent authorities upon request.

6. Other Regulations

Applicable Foreign Investment Regime

FEMA Regulations

Foreign investment in India is governed primarily by the provisions of the FEMA which relates to regulation primarily by the RBI and the rules, regulations and notifications thereunder, and the policy prescribed by the Department of Industrial Policy and Promotion (DIPP), GoI which is regulated by the FIPB. The RBI, in exercise of its power under the FEMA, has notified the Foreign Exchange Management (Transfer or Issue of Security by a Person Resident Outside India) Regulations, 2000 (“FEMA Regulations”) to prohibit, restrict or regulate, transfer by or issue of security to a person resident outside India. As laid down by the FEMA Regulations, no prior consent and approval is required from the RBI, for FDI under the “automatic route” within the specified sectoral caps. In respect of all industries not specified as FDI under the automatic route, and in respect of investment in excess of the specified sectoral limits under the automatic route, approval may be required from the FIPB and/or the RBI. Foreign Direct Investment

FDI in an Indian company is governed by the provisions of the FEMA read with the FEMA Regulations and the Foreign Direct Investment Policy (“FDI Policy”) by the DIPP. FDI is permitted (except in the prohibited sectors) in Indian companies either through the automatic route or the approval route, depending upon the sector in which FDI is sought to be made. Under the automatic route, no prior Government approval is required for the issue of securities by Indian companies/ acquisition of securities of Indian companies, subject to the sectoral caps and other prescribed conditions. Investors are required to file the required documentation with the RBI within 30 days of such issue/ acquisition of securities. Under the approval route, prior approval from the FIPB or RBI is required. FDI for the items/ activities that cannot be brought in under the automatic route (other than in prohibited sectors) may be brought in through the approval route. Further: (a) As per the sector specific guidelines of the Government of India, 100% FDI/ NRI investments are

allowed under the automatic route in certain NBFC activities subject to compliance with guidelines of the RBI in this regard.

(b) Minimum Capitalisation Norms for fund based NBFCs:

(i) For FDI up to 51% - US $ 0.5 million to be brought upfront (ii) For FDI above 51% and up to 75% - US $ 5 million to be brought upfront (iii) For FDI above 75% and up to 100% - US $ 50 million out of which US $ 7.5 million to be

brought upfront and the balance in 24 months (c) Minimum capitalization norm of US $ 0.5 million is applicable in respect of all permitted non fund

based NBFCs with foreign investment

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(d) Foreign investors can set up 100% operating subsidiaries without the condition to disinvest a

minimum of 25% of its equity to Indian entities, subject to bringing in US $ 50 million as at (b) (iii) above(without any restriction on number of operating subsidiaries without bringing in additional capital)

(e) Joint ventures operating NBFC’s that have 75% or less than 75% foreign investment will also be

allowed to set up subsidiaries for undertaking other NBFC activities, subject to the subsidiaries also complying with the applicable minimum capital inflow i.e. (b) (i) and (b)(ii) above.

Where FDI is allowed on an automatic basis without FIPB approval, the RBI would continue to be the primary agency for the purposes of monitoring and regulating foreign investment. In cases where FIPB approval is obtained, no approval of the RBI is required except with respect to fixing the issuance price, although a declaration in the prescribed form, detailing the foreign investment, must be filed with the RBI once the foreign investment is made in the Indian company. The foregoing description applies only to an issuance of shares by, and not to a transfer of shares of, Indian companies. Every Indian company issuing shares or convertible debentures in accordance with the RBI regulations is required to submit a report to the RBI within 30 days of receipt of the consideration and another report within 30 days from the date of issue of the shares to the non resident purchaser. Laws relating to Employment

Shops and Establishments legislations in various states

The provisions of various Shops and Establishments legislations, as applicable, regulate the conditions of work and employment in shops and commercial establishments and generally prescribe obligations in respect of inter alia registration, opening and closing hours, daily and weekly working hours, holidays, leave, health and safety measures and wages for overtime work. Labour Laws

The Company is required to comply with various labour laws, including the Minimum Wages Act, 1948, the Payment of Bonus Act, 1965, the Payment of Wages Act, 1936, the Payment of Gratuity Act, 1972 and the Employees’ Provident Funds and Miscellaneous Provisions Act, 1952. Laws relating to Intellectual Property

The Trade Marks Act, 1999 and the Indian Copyright Act, 1957 inter alia govern the law in relation to intellectual property, including brand names, trade names and service marks and research works.

B. Regulations and Policies Applicable to our Subsidiary

1. The National Housing Bank Act, 1987, ( “NHB Act”)

The primary objective of the NHB Act in setting up NHB was to establish a bank as a principal agency promoting housing finance institutions both at local and regional levels by providing financial support to such institutions and other matters incidental thereto. Under the NHB Act, the supervision, direction and management of NHB have been vested with its board of directors to carry on business specified therein. Such business includes setting up mutual funds, co-ordination with LIC, Unit trust of India and General Insurance Corporation of India for the promotion of housing finance activities. The NHB Act provides that any housing finance institution which is a company shall commence or carry business of a housing finance institution without (a) obtaining a certificate of registration issued by NHB, and (b) having the net owned fund of two and a half million rupees or such other higher amount, as the NHB may, by notification, specify. Vide a notification dated May 1, 2007, the NHB has specified the minimum net owned fund to be twenty million rupees for a housing finance institution which is a company which carries on the business of a housing finance institution on or before March 31, 2008.

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2. The Housing Finance Companies (NHB) Directions 2010 (the “NHB” Guidelines)

In order to regulate the housing finance system in India, NHB, in exercise of the powers conferred on it under the Act, issued the NHB Guidelines to HFCs in Notification No. NHB.HFC.DIR.1 /CMD/2010.

The objective of the NHB Guidelines is to regulate matters relating to acceptance of deposits by HFCs, prudential guidelines for income recognition, accounting standards, directions to auditors, asset classification, provision for bad and doubtful assets, capital adequacy and concentration of credit / investments to be observed by HFCs and matters to be included in the auditors’ report by the auditors of HFCs. The NHB Guidelines set out provisions relating to prudential guidelines on income recognition, income from investments accounting standards, accounting for investments, asset classifications and concentration on credit / investment. Some of the key provisions of the NHB Guidelines are as follows:

(i) Acceptance of deposits: The NHB Guidelines state that no HFC having net owned funds of less than ` 2.50 million, shall accept deposits. No HFC shall lend against its own shares and any outstanding loan granted by an HFC against its own shares on the date of commencement of the NHB Guidelines shall be recovered by the HFC in accordance with the repayment schedule in the NHB Guidelines. The NHB Guidelines further stipulate that no HFC shall accept or renew public deposits unless the HFC has obtained minimum investment grade rating for its fixed deposits from any one of the approved rating agencies, at least once a year and a copy of the rating is sent to the NHB and it is complying with all the prudential norms. Further, vide a notification dated July 6, 2007 the NHB has specified that no HFC shall invite or accept or renew any public deposit at a rate of interest exceeding twelve and a half percent per annum, such interest being payable or compounded at rests which should not be shorter than monthly rests. The NHB Guidelines require that HFCs should ensure that at all times there is full cover available for public deposits accepted by them. While calculating this cover the value of all debentures (secured and unsecured) and outside liabilities other than the aggregate liabilities to depositors may be deducted from the total assets. Further, the assets should be evaluated at their book value or realizable/market value whichever is lower for this purpose.

(ii) Capital adequacy: The NHB Guidelines require every HFC to maintain a minimum capital ratio of two tiers of Capital. Tier I capital, under the NHB Guidelines is that capital which is derived after deducting from the owned fund, only those investments and deposits which in the aggregate exceed 10% of the owned fund. For the purposes of definition, investments are investments in shares of other HFCs and in shares, debentures, bonds, outstanding loans and advances including hire purchase and lease finance arrangement made to subsidiaries and companies in the same Group and deposits with subsidiaries and companies in the same group. Tier II capital includes preference shares (other than those compulsorily convertible in to equity), revaluation reserves at a discounted rate of 55% and general provisions and loss reserves, hybrid and subordinated debt. For the purposes of definition, only those general provisions and the loss reserves are to be included which are not attributable to the actual diminution in value or identifiable potential loss in any specific asset and are available to meet the unexpected losses to the extent of 1.25% of the risk weighted assets. The aggregate of all these items should not exceed the Tier-I capital.

(iii) Income Recognition: The NHB guidelines prescribe that income recognition for HFCs shall be based on recognised accounting principles. Income including interest/discount or any other charges on NPA shall be recognised only when it is actually realised. Any such income recognised before the asset became nonperforming and remaining unrealised shall be reversed. In respect of hire purchase assets, where instalments are overdue for more than twelve months, income shall be recognised only when hire charges are actually received. Any such income taken to the credit of profit and loss account before the asset becoming nonperforming and remaining unrealised, shall be reversed. In respect of lease assets, where lease rentals are overdue for more than twelve months, the income shall be recognised only when lease rentals are actually received. The net lease rentals taken to the credit of profit and loss account before the asset became nonperforming and remaining unrealised shall be reversed.

(iv) Asset Classification and provisioning: Every HFC is required to, after taking into account the degree of well defined credit weaknesses and extent of dependence on collateral security for realisation, classify its

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lease/hire purchase assets, loans and advances and any other forms of credit into the following classes, namely :-

� Standard assets;

� Sub-standard assets;

� Doubtful assets; and

� Loss assets.

The class of assets referred to above shall not be upgraded merely as a result of rescheduling, unless it satisfies the conditions required for the upgradation. Further, every HFC shall, after taking into account the time lag between an account becoming non-performing, its recognition as such, the realisation of the security and the erosion over time in the value of security charged, make provision against substandard assets, doubtful assets and loss assets in the manner provided in the NHB Guidelines.

3. Refinance scheme for housing applicable to HFC, 2003, (“Scheme”)

The objective of the Scheme is to provide refinance assistance to HFCs in respect of their direct lending up to ` 10 million to individuals for the purchase, construction, repair and upgrade of housing units.

HFCs to be eligible to draw refinance from NHB should be registered with NHB to carry out housing finance activity. In addition, they should (i) provide long term finance for purchase, construction, repair and upgrading of dwelling units by home-seekers, (ii) invest at least 75% of capital employed by way of long term finance for housing, (iii) have net owned fund of not less than ` 100 million, and (iv) its non performing assets should not be more than 5% of net advances. The financial assistance can be drawn by HFCs in respect of loans already advanced by them and also for prospective disbursements. Financial assistance under the Scheme will be provided either at fixed or floating rates of interest. The re finance amount will be repayable within a period of not less than 2 years and not exceeding 15 years by way of 60 equal quarterly installments or less as may be specified by NHB. HFCs will have the option to choose the repayment period as per their requirement and the repayment of principal and payment of interest will be on quarterly basis. HFCs may repay the whole or any part of the amount earlier than the due date by giving 2 months notice to NHB of an intention to effect such repayment before the due date. HFCs should generally obtain a mortgage in respect of the property to be financed as security for the loan advanced by them. Where it is not feasible, HFCs should accept at their discretion security as they may deem appropriate to fully secure the loan with a charge properly created in their favor. The security for refinance from NHB may generally be secured by a charge on the book debts of an HFC. If at any time NHB is of the opinion that the security provided by the HFC has become inadequate to cover the outstanding refinance, it may advice the HFC to provide and furnish to NHB additional security such as a charge on immovable / movable property or the guarantee of Promoter.

4. Guidelines on Fair Practice Code for HFCs, (“Fair Practice Guidelines”):

Vide to a notification dated September 5, 2006 (Notification No: NHB(ND)/DRS/POL-No-16/2006), the NHB has framed the Fair Practice Guidelines, to promote good and fair practices by setting minimum standards to be adhered to by HFCs in dealing with customers. The Fair Practice Guidelines require HFCs to ensure that they meet the commitments and standards in this Code for the products and services they offer and in the procedures and practices their staff follows, their products and services meet relevant laws and regulations in letter and spirit, and their dealings with customers rest on ethical principles of integrity and transparency. Further, the Fair Practice Guidelines prescribe the requirements in connection with information to be provided and disclosures to be made by HFCs to their customers. Accordingly, the Fair Practice Guidelines require HFCs to provide information on interest rates, common fees and charges, provide clear information explaining the key features of their services and products that customers are interested in, provide information on any type of product and service offered, that may suit the customer’s needs, tell the customers about the various means through which products and services are offered, and provide more information on the key features of the products, including applicable interest rates / fees and charges.

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5. Know your Customer Guidelines, (“KYC Norms”):

Pursuant to several circulars ((1) HB(ND)/DRS/POL-No-02/2004-05 dated August 25, 2004 (2), NHB(ND)/DRS/POL-No-05/2004-05 dated September 23, 2004, and (3) NHB(ND)/DRS/POL-No-08/2004-05 dated March 31, 2005), HFCs have been advised to follow certain customer identification procedure for opening of accounts and monitoring transactions of suspicious nature for the purpose of reporting it to appropriate authority. Accordingly, HFCs have been advised to ensure that a proper policy framework on ‘know your customer’ and anti-money laundering measures is formulated and put in place with the approval of the Board by June 30, 2006. The KYC Norms also require that while preparing operational guidelines HFCs may keep in mind to treat the information collected from the customer for the purpose of opening of account as confidential and not divulge any details thereof for cross selling or any other purposes. HFCs may, therefore, ensure that information sought from the customer is relevant to the perceived risk, is not intrusive, and is in conformity with the guidelines issued in this regard. Any other information from the customer should be sought separately with his /her consent and after opening the account.

6. Exposure in real estate:

Vide a circular dated March 16, 2006, the NHB has advised HFCs to ensure, while appraising loan proposals

involving real estate, that the borrowers should have obtained prior permission from government/local government/statutory authorities for the project, wherever required. In order that the loan approval process is not hampered on account of this, while the proposals could be sanctioned in the normal course, the disbursements should be made only after the borrower has obtained the requisite clearances from such authorities. Further, pursuant to a circular dated November 23, 2006, HFCs are required to observe the following directions:

i) House Loan for building construction: In cases where a loan applicant owns a plot/land and approaches the

HFCs for a credit facility to construct a house, a copy of the sanctioned plan by competent authority in the name of a person applying for such credit facility must be obtained by the HFCs before sanctioning the home loan. Further, an affidavit-cum-undertaking must be obtained from the person applying for such credit facility that he shall not violate the sanctioned plan, construction shall be strictly as per the sanctioned plan and it shall be the sole responsibility of the executant to obtain completion certificate within 3 months of completion of construction, failing which the HFC shall have the power and the authority to recall the entire loan with interest, costs and other usual bank charges. An Architect appointed by the HFC must also certify at various stages of construction of building that the construction of the building is strictly as per sanctioned plan and shall also certify at a particular point of time that the completion certificate of the building issued by the competent authority has been obtained.

ii) Housing Loan for purchase of constructed property/built up property: In cases where the applicant approaches

the HFC for a credit facility to purchase the built up house/flat, it should be mandatory for him to declare by way of an affidavit-cum-undertaking that the built up property has been constructed as per the sanctioned plan and/or building bye-laws and as far as possible has a completion certificate also. An architect appointed by the HFC must also certify before disbursement of the loan that the built up property is strictly as per sanctioned plan and/or building bye-laws.

iii) No loan should be given in respect of those properties which fall in the category of unauthorised colonies

unless and until they have been regularized and development and other charges paid. iv) No loan should also be given in respect of properties meant for residential use but which the applicant intends

to use for commercial purposes and declares so while applying for loan.

7. Securitization and Reconstruction of Financial Assets and Enforcement of Security Interest Act in 2002

( “SARFESI Act”):

The SARFESI Act gives banks and other lenders increased powers in the recovery of the collateral underlying nonperforming assets. The SARFESI Act also provides for sale of financial assets by banks and financial institutions to asset reconstruction companies. The Reserve Bank of India has issued guidelines to banks on the process to be followed for sales of financial assets to asset reconstruction companies. These

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guidelines provide that a bank may sell financial assets to an asset reconstruction company provided the asset is a nonperforming asset. These assets are to be sold on a “without recourse” basis only.

8. FEMA (Borrowing and Lending in Rupees) Regulations, 2000:

Under the aforementioned regulations, a housing finance institution in India approved by the NHB may

provide housing loan to a non-resident Indian or a person of Indian origin resident outside India, for acquisition of a residential accommodation in India, subject to the following conditions, namely:

a. the quantum of loans, margin money and the period of repayment shall be at par with those applicable to housing finance provided to a person resident in India;

b. the loan amount shall not be credited to Non-resident External (NRE) / Foreign Currency Non-resident (FCNR)/Non-resident Non-repatriable (NRNR) account of the borrower;

c. the loan shall be fully secured by equitable mortgage of the property proposed to be acquired, and if necessary, also by lien on the borrower’s other assets in India;

d. the instalment of loan, interest and other charges, if any, shall be paid by the borrower by remittances from outside India through normal banking channels or out of funds in his Non-resident External (NRE)/Foreign Currency Non-resident(FCNR)/Non-resident Non-repatriable (NRNR)/ Non-resident Ordinary (NRO)/ Non-resident Special Rupee (NRSR) account in India, or out of rental income derived from renting out the property acquired by utilisation of the loan or by any relative of the borrower in India by crediting the borrower’s loan account through the bank account of such relative.

9. Prevention of Anti-Money Laundering Act, 2002, (“PMLA”):

The PMLA requires banks, financial institutions, including HFCs, and financial intermediaries to mandatorily report to Government all suspicious transactions and those over a specified amount. As per the provisions of the PMLA, every banking company, financial institution and intermediary needs to maintain a record of all transactions, the nature and value of which is being prescribed in the rules framed under the PMLA. The PMLA deals with the offences under the following legislations:

i) Offences under the India Penal Code (part A) - eg. Waging or attempting to wage war, or abetting waging of war against the Government of India, Conspiring to commit offences punishable by s.121 against the state;

ii) Offences under the Narcotic Drugs and Psychotropic Substances Act, 1985- eg. Contravention in relation to opium poppy and opium.

iii) Offences under India Penal Code (part B) - eg. Murder, kidnapping for ransom, counterfeiting currency notes or bank notes.

iv) Offences under the Arms Act, 1959- eg. Knowingly purchasing arms from unlicensed person not entitled to purchase the same.

v) Offences under the Wildlife (Protection) Act, 1972- eg. Contravention of provisions of s.48 relating to purchase of animals etc by license.

vi) Offence under the Immoral Traffic (Prevention) Act, 1956- eg. Seducing or soliciting for purpose of prostitution.

vii) Offences under the Prevention of Corruption Act, 1988- eg. Taking gratification for exercise of personal influence, with public servant.

10. The Transfer of Property Act, 1882, (“TP Act”):

The T.P. Act deals with the various methods in which transfer of property including transfer of immovable

property or any interest in relation to such property, between individuals, firms and companies takes place. This mode of transfer between individuals is governed by the provisions of the T. P. Act, as opposed to the transfer of property or interest by the operation of law. The transfer of property as provided under the T.P. Act can be through the mode of sale, gift or exchange, etc., while an interest in the property can be transferred by way of a ‘lease’ or ‘mortgage’.

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The T.P. Act stipulates the general principles relating to the transfer of property including among other things

identifying the categories of property that are capable of being transferred, the persons competent to transfer property, the validity of restrictions and conditions imposed on the transfer and the creation of contingent and vested interest in the property.

IN ADDITION TO THE ABOVE, OUR COMPANY AND OUR SUBSIDIARY ARE REQUIRED TO

COMPLY WITH THE PROVISIONS OF THE COMPANIES ACT, 1956, THE FOREIGN EXCHANGE

MANAGEMENT ACT, 1999, VARIOUS TAX RELATED LEGISLATIONS AND OTHER APPLICABLE

STATUTES.

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SUMMARY OF KEY PROVISIONS OF ARTICLES OF ASSOCIATION

Pursuant to Schedule II of the Act the main provisions of the AOA relating to the issue and allotment of debentures and matters incidental thereto. Please note that the each provision herein below is numbered as per the corresponding article number in the AOA. All defined terms used in this section have the meaning given to them in the AOA. Any reference to the term “Article” hereunder means the corresponding article contained in the AoA. Clause (2) of Article 8 provides that the rate of commission shall not exceed the rate of 5% (five percent) of the price at which the shares in respect whereof the same is paid are issued or an amount equal to 5% (five percent) of such price, as the case may be and in the cast of debentures 2.50% (two and a half percent) of the price at which the debentures In respect whereof the same is paid are issued or an amount equal to 21 % (two and a half percent) of such price, as the case may be. Article 33 provides that Clause (a) of Article 33 The registration of transfers may be suspended at such times and for such period as the Board may from time to time, determine provided that such registration shall not be suspended for more than forty-five days in the aggregate in any year or for more than thirty days at any one time Clause (b) of Article 33 There shall be no charge for

(a) registration of shares or debentures; (b) sub-division and/or consolidation of shares and debentures certificates and sub-division of Letters of

Allotment and split consolidation, renewal and pucca transfer receipts into denominations corresponding to the market unit of trading;

Clause (c) of Article 33 Sub-division of renouncible Letters of Right; Clause (d) of Article 33 Issue of new certificates in replacement of those which are decrepit or worn out or where the cages on the reverse for recording transfers have been fully utilised; Clause (e) of Article 33 registration of any Powers of Attorney Letter of Administration and similar other documents. Article 38 provides that where the Company has knowledge through any of its principal officers within the meaning of Section 2 of the Estate Duty Act, 1963 of the death of any member of or debenture holder in the company it shall furnish to the controller within the meaning of such section, the prescribed particulars in accordance with that Act and the rules made thereunder and it shall not be lawful for the Company to register the transfer of any shares or debentures standing in the name of the deceased, unless the transferor has acquired such shares for valuable consideration or a certificate from the Controller Is produced before the Company to the effect that the Estate Duty in respect of such shares and debentures has been paid or will be paid or that none is due, as the case may be. Article 60 provides that the Company may by ordinary resolution in general meeting

(a) consolidate and divide all or any of its capital into shares of larger amounts than its existing shares; (b) sub-divide its shares or any of them, into shares of smaller amounts than is fixed by the Memorandum of

Association, so however than in the sub-division the proportion between the amount paid and the amount, if any unpaid on each reduced share shall be the same as it was in the case of the share from which the reduced share Is derived;

(c) cancel any share which, at the date of the passing of the resolution in that behalf have not been taken or

agreed to be taken by any person and diminish the amount of Its share capital by the amount of the shares so cancelled.

Article 101 provides that subject to the provisions of Sections 58A, 292 and 293 of the Act, and the Regulations thereunder and Directions issued by the RBI the Directors may exercise all the powers of the company to borrow

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money and to mortgage or charge its undertaking, property (both present and future) and uncalled capital, or any part thereof and to issue debentures, debenture-stock and other securities whether outright or as security tor any debt, liability or obligation of the Company or of any third party Article 102 provides that the payment or repayment of moneys borrowed as aforesaid may be secured In such manner and upon such terms and conditions in all respects as the Board may think fit and in particular by a resolution passed at a meeting of the Board (and not by circulation) by the issue of debenture or debenture stock of the Company charged upon all or any of the property of the Company (both present and future), including its uncalled capital for the time being.

Article 103 provides that any debentures, debenture-stock or other securities may be issued at a discount, premium or otherwise, may be made assignable free from any equities between the Company and person to whom the same may be issued and may be issued on the condition that they shall be convertible Into shares of any authorised denomination, and with privileges and conditions as to redemption, surrender drawings, allotment of shares, attending (but not voting) at general meetings, appointment of Directors and otherwise, provided that debentures with the right to allotment of or conversion into shares shall not be issued except with the sanction of the Company in General Meeting Article 123 provides that

1. The Board may before recommending any dividend, set aside out of the profits of the Company such sums, as it may think proper as reserve or reserves which shall at the discretion of the Board, be applicable for any of the purposes to which the profits of the Company may be properly applied, including provision for meeting contingencies or for equalising dividends and pending such applications may at the like discretion either be employed in the business of the Company or be invested in such investments (other than shares of the Company) as the Board may from time to time, think fit.

2. The Board may also carry forward any profits which it may think prudent not to divide without setting them aside as a reserve.

Article 124 provides that

1. Subject to the rights of the persons, if any holding shares with special rights as to dividends, all dividends shall be declared and paid according to the amounts paid or credited as paid on the shares in respect whereof the dividend is paid.

2. No amount paid or credited as paid on shares in advance of calls shall be treated for the purposes of this

regulation as having been paid on the share.

3. All dividends shall be apportioned and paid proportionately to the amounts paid or credited as paid on the shares during any portion or portions of the period in respect of which the dividend is paid, but if any share is issued on terms providing that it shall rank for dividend as from a particular date such share shall rank for dividend accordingly.

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MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION

The following contracts which are or may be deemed material have been entered or are to be entered into by the Company. These contracts and also the documents for inspection referred to hereunder, may be inspected at the Registered Office of the Company situated at D3, P3B, District Centre, Saket, New Delhi - 110017, India from 10.00 AM to 5 P.M on any business days from the date of this Prospectus until the date of closure of the Issue. A. Material Contracts

1. Engagement Letter dated August 18, 2011 received from the Company appointing the Lead

Managers. 2. Issue Agreement dated August 18, 2011 between the Company and the Lead Managers. 3. Memorandum of Understanding dated August 16, 2011 with the Registrar to the Issue. 4. Debenture Trustee Agreement dated August 18, 2011 executed between the Company and the

Debenture Trustee. 5. Escrow agreement dated August 30, 2011 executed by the Company, the Registrar, the Escrow

Collection Bank(s) and the Lead Managers. B. Material Documents

1. Certificate of Incorporation of the Company dated January 6, 1995, issued by Registrar of

Companies, N.C.T. of Delhi and Haryana. 2. Fresh Certificate of Incorporation of the Company dated September 23, 2004, issued by Registrar of

Companies, N.C.T. of Delhi and Haryana. 3. Certificate of Incorporation of the Company dated October 7, 2004, issued by Registrar of

Companies, N.C.T. of Delhi and Haryana. 4. Fresh Certificate of Incorporation of the Company dated April 4, 2006, issued by Registrar of

Companies, N.C.T. of Delhi and Haryana. 5. Memorandum and Articles of Association of the Company. 6. The certificate of registration No. B 14 - 02107 dated November 10, 2006 issued by Reserve Bank of

India u/s 45 IA of the Reserve Bank of India, 1934. 7. Credit rating letter dated August 12, 2011 from ICRA and Credit rating letter dated August 17, 2011

from CARE, granting credit ratings to the NCDs. 8. Copy of the Board Resolution dated August 16, 2011, approving the Issue. 9. Resolution passed by the shareholders of the Company at the Extraordinary General Meeting held on

August 16, 2011 approving the overall borrowing limit of Company. 10. Consents of the Directors, Lead Managers to the Issue, Debenture Trustee, Lead Brokers, Credit

Rating Agencies for the Issue, Legal Advisor to the Issue, Bankers to the Issue, Bankers to the Company and the Registrar to the Issue, to include their names in this Prospectus.

11. The consents of the Statutory Auditor of our Company, namely Price Waterhouse for inclusion of (a) their name as the Statutory Auditor, (b) examination reports on Summary Financial Information of our Company in the form and context in which they appear in this Prospectus, have been obtained and the same will be filed along with a copy of this Prospectus with the Designated Stock Exchange.

12. The consents of the Subsidiary Auditor, namely Price Waterhouse & Co. for inclusion of (a) their name as the Subsidiary Auditor, (b) examination reports on Summary Financial Information of our Subsidiary in the form and context in which they appear in this Prospectus, have been obtained and the same will be filed along with a copy of this Prospectus with the Designated Stock Exchange.

13. The examination report of the Statutory Auditor dated August 18, 2011 in relation to the Summary Financial Information of our Company included herein.

14. The examination report of the Subsidiary Auditor dated August 18, 2011 in relation to the Summary Financial Information of our Subsidiary included herein.

15. Annual Reports of the Company for the last five Financial Years 2006 - 07 to 2010 - 11. 16. Due Diligence certificate dated September 1, 2011 filed by the Lead Managers with SEBI. 17. Tripartite Agreement dated April 27, 2005 between us, the Registrar to the Issue and NSDL

and dated December 2, 2010 between us, the Registrar to the Issue and CDSL and extended vide Letter of Extension dated August 16, 2011, respectively for offering depository option to the investors.

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18. Copy of the shareholders’ resolution appointing the Managing Director of the Company dated May 24, 2010.

19. Shareholders Agreement dated December 23, 2009 between Equifax Credit Information Services Private Limited, EFX Holdings Limited, Bank of Baroda, Kotak Mahindra Prime Limited, Sundaram Finance Limited, Union Bank of India, Bank of India and our Company.

20. License User Agreement dated January 4, 2006 between Ranbaxy Holding Company and Religare Enterprises Limited and Amendment Agreement dated June 19, 2008 between Ranbaxy Holding Company and Religare Enterprises Limited and Amendment Agreement II dated October 1, 2010 between Ranbaxy Holding Company and Religare Enterprises Limited.

21. Service Provider Agreement dated January 21, 2010 between Maharishi Housing Development Finance Corporation Limited (now known as Religare Housing Development Finance Corporation Limited) and our Company.

22. Religare Finvest Limited Stock Option Scheme 2010. 23. In-principle listing application dated August 18, 2011filed with the BSE. 24. In-principle approval dated August 30, 2011 for the Issue issued by BSE.

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DECLARATION

We, the Directors of the Religare Finvest Limited, certify that all the relevant provisions of the Companies Act, 1956 and the guidelines issued by the Government of India or the guidelines issued by the Securities and Exchange Board of India established under Section 3 of the Securities and Exchange Board of India Act, 1992, as the case may be, have been complied with and no statement made in this Prospectus is contrary to the provisions of the Companies Act, 1956, the Securities and Exchange Board of India Act, 1992 or the rules made or guidelines issued thereunder, as the case may be.

Yours faithfully On behalf of the Board of Directors of RELIGARE FINVEST LIMITED: _________________________ MR. SUNIL GODHWANI (Director) ____________________________ MR. ANIL SAXENA (Managing Director) _______________________ MR. ATUL GUPTA (Whole Time Director) _______________________ MR. SUNIL KUMAR GARG (Director) _______________________ MR. JATINDER SINGH GREWAL (Whole Time Director) _______________________ MR. PADAM NARAIN BAHL (Independent Director) _______________________ MR. J. W. BALANI (Independent Director) _______________________ MR. RAMA KRISHNA SHETTY

(Alternate Director to Mr. J. W. Balani) Place: New Delhi Date: September 1, 2011