RELIGARE ENTER. LTD.

Religare Enterprises Limited, a leading emerging markets financial services company in India was originally incorporated as a Private Limited Company on January 30, 1984. The Company is the Holding Company for one of India's leading financial services groups. Religare is a diversified financial services group present across three verticals. REL offers an integrated suite of financial services through its underlying subsidiaries and operating entities, including loans to SMEs, Affordable Housing Finance, Health Insurance and Retail Broking. REL is listed on the BSE (formerly Bombay Stock Exchange) and National Stock Exchange (NSE) in India. The Group started its operations in 1994 when Religare Securities Limited, the Group's retail equity broking arm, became a member of the National Stock Exchange. Since then, it has expanded to offer an array of products and built a distribution network that spans the length and breadth of India. In 2004, Religare Commodities Limited commenced the retail commodities broking business. Religare Finvest Limited, which is registered with the Reserve Bank of India as a Non-Banking Finance Company (NBFC), came into its current form in 2008 and has been focusing on providing growth capital to the Small and Medium Enterprises (SME) sector. Religare commenced three other businesses in 2008: wealth management through Religare Macquarie Wealth Management Limited, a joint venture with Macquarie of Australia; life insurance through AEGON Religare Life Insurance Company Limited, a joint venture with AEGON of The Netherlands; and the mutual fund business by taking over a distressed asset manager which was rechristened Religare Asset Management Company Limited. The latest addition to Religare's bouquet of offerings, launched in July 2012, is health insurance through Religare Health Insurance Company Limited in which Union Bank of India and Corporation Bank are equity partners. Religare is building businesses overseas with an emerging markets focus. Religare Capital Markets is an Asia- and India-focused cash equities business with investment banking capabilities in the region. Religare Global Asset Management is a multi-boutique asset management platform that acquires best-of-breed asset managers in the alternative assets space. Religare Enterprises Limited was listed on the Stock Exchanges in India in 2007, after a hugely successful IPO that was oversubscribed 159 times. In the five year period from 2006-07 to 2011-12, Religare's consolidated revenues have grown ten times - from 3.2 billion to 32.5 billion - while the balance sheet size multiplied 20 times - from 10.1 billion to 203.4 billion. The SME-focused NBFC is Religare's largest business, contributing 57% to Religare's consolidated revenue and accounting for 56% of its net worth at the end of FY12. Pursuant to Sale and Purchase Agreement dated November 11, 2008 (SPA) executed with majority shareholders, Alexandra Fund Management (an affiliate of Fullerton Fund Management Company Limited) and Sabre Capital, Company acquired Lotus India Asset Management Company Private Limited (now known as Religare Asset Management Company Limited) (RAMCL) and Lotus India Trustee Company Private Limited (now known as Religare Trustee Company Private Limited) through Religare Securities Limited, a wholly owned subsidiary of Company in June, 2009. Pursuant to Amendment Agreement dated 17.04.2009 executed between the Company, Vistaar Religare Capital Advisors Limited (VRCAL) and Vistaar Entertainment Ventures P. Ltd. (VEVPL), the Company acquired 24% equity shareholding from VEVPL and consequently VRCAL become a subsidiary of Company. Pursuant to Share Subscription and Shareholders Agreement dated May 28, 2009 executed between Company, Maharishi Housing Development Finance Corporation Limited and its Promoters, Company agreed to acquire a controlling stake of 87.5% in Maharishi. Presently, Company is holding 80% in Maharishi and consequently, Maharishi became a subsidiary of Company. Pursuant to the Share Purchase Agreement dated June 12, 2009 executed between Religare Venture Capital Limited (RVCL a wholly owned subsidiary of company), Evolvence Advisory Services Private Limited (EASPL) and its Shareholders, RVCL acquired entire stake of 100% equity shareholding in EASPL and consequently, EASPL became a subsidiary of company. The Company had two wholly owned subsidiaries, Religare Commodities Limited (RCL) and Religare Securities Limited (RSL) engaged in the business of retail commodity broking and retail equity broking respectively. To re-organize the retail business of the group, the entire shareholding of Company in RCL was transferred to RSL w.e.f. May 31, 2010 and as a result of transfer, RCL became wholly owned subsidiary of RSL directly and indirect wholly owned subsidiary of Company. During the financial year ended March 31, 2011, the Company allotted 56,17,977 equity shares on preferential basis and 56,17,977 equity shares pursuant to the conversion of warrants to a promoter group entity. Subsequently, open offer was made by Promoter Group entity for acquisition of shares and voting rights of the Company. Pursuant to completion of open offer, shareholding of promoters/ promoter group entities in the Company increased to approximately 70%. The Company acquired 100% equity stake in RGAM Corporation Private Limited (RGAM) a member of the National Stock Exchange of India Limited and MCX Stock Exchange Limited and Religare Commodity Broking Private Limited. a member of Multi Commodity Exchange of India Limited (RCBPL) on October 12, 2011. The Company transferred its entire investment in Religare Global Asset Management Inc. (RGAM), a US based corporation to RGAM Corporation Private Limited (RGAM India) a wholly owned subsidiary of company and as a result, RGAM becames a wholly owned subsidiary of RGAM India and indirect subsidiary of the Company, effective from May 09, 2012. During 2014, the Company had entered into a joint venture (JV) with the Macquarie Group of Australia which was engaged in the wealth management business in India; the JV company was known as Religare Macquarie Wealth Management Limited and had 50% equity holding each by the Company and Macquarie Group. To maximize the synergies between the retail broking business of the Company's subsidiary, Religare Securities Limited (RSL), and the wealth management business, the Macquarie Group's interest in the JV was acquired by RSL and the Company's shareholding in the JV was transferred to RSL, thereby making the wealth management business a wholly owned direct subsidiary of RSL and an indirect subsidiary of the Company. The JV entity was renamed Religare Wealth Management Limited to reflect the change in ownership. Religare Advisory Services Limited (by sale) and Religare Capital Markets (Beijing) Limited (by liquidation) ceased to be subsidiaries of the Company during 2014-15. YourNest Capital Advisors Private Limited - RGAM Investment Advisers Private Limited, a wholly owned subsidiary of the Company, acquired 26% equity stake in YourNest Capital Advisors Private Limited and became subsidiary of the Company in 2014-15. Religare Heal Fund Advisors LLP - RGAM Investment Advisers Private Limited and Religare Venture Capital Limited are the Partners in the LLP with 99% and 1% capital contribution, respectively and have become subsidiaries of Company. AEGON Religare Life Insurance Company Limited ceased to be an associate of the Company during 2016. Religare Health Trust Trustee Manager Pte. Limited, Empower Expertise Private Limited and Big Vision Consultants Private Limited ceased to be subsidiaries of the Company during March, 2016. Further, Religare Comtrade Limited, a wholly- owned subsidiary of the Company had incorporated a wholly owned subsidiary named Religare Commodity DMCC in Dubai in 2016. The Company's step-down subsidiary Religare Health Trust Trustee Manager Pte. Ltd., Singapore (RHTTM), part of the Global Asset Management vertical, acted as the Trustee-Manager of the Religare Health Trust (RHT). The assets underlying RHT were operated by the sponsor of RHT, i.e. Fortis Healthcare Limited and therefore it was decided to align the ownership of RHTTM with Fortis. Accordingly, the Company's subsidiary RGAM Investment Advisers Pvt. Ltd. which held 90% of RHTTM, and other shareholders of RHTTM sold their entire collective holdings in RHTTM to a subsidiary of Fortis, giving Fortis 100% ownership of RHTTM for a total consideration of USD 14.9 million, which was completed on February 02, 2016. Religare Broking Limited, Religare Insurance Limited and Religare Business Solutions Limited were incorporated as wholly owned subsidiaries of the Company during 2016-17. Religare Care Foundation was incorporated as Subsidiary of the Company on February 04, 2022. Further, Religare Digital Solutions Limited was incorporated on April 7, 2022 as wholly owned subsidiary of Religare Broking Limited (WOS of Company). The Company acquired 100% equity stake in MIC Insurance Web Aggregator Private Limited (MIC) in December 2023. In 2023-24, four wholly owned subsidiaries of the Company, Religare Comtrade Limited, Religare Insurance Limited, Religare Advisors Limited and Religare Business Solutions Limited have been merged with the Company effective from June 28, 2023 through the Composite Scheme of Arrangement.