Directors' Report To, The Members, Religare Capital Markets ...

Directors' Report

To, The Members, Religare Capital Markets Limited Your Directors have pleasure in presenting this 9th Annual Report on the business and operations of the Company (‘RCML’) together with Audited Financial Statements for the financial year ended 31 March 2015. FINANCIAL RESULTS The highlights of standalone financial results of the Company for the Financial Years 2014-15 and 2013-14 are as under:

Particulars

Financial Year Ended March 31, 2015

Amount (Rs. in million)

Financial Year Ended March 31, 2014

Amount (Rs. in million)

Total Income 466.64 878.57

Total Expenditure 622.99 2,660.88

Profit/(Loss) Before Tax (156.36) (1,782.31) Provision for Tax - Current Tax - Deferred Tax (Net) - Short provision for earlier years - Fringe Benefit Tax

-

39.71

(39.71)

Profit/(Loss) After Tax (156.36) (1,782.31) Balance Brought Forward from previous year (15800.81) (14,018.51) Depreciation/amortization adjustment as per Schedule II to Companies Act, 2013 (3.20) - Profit/(Loss) After Tax (Carried to Balance Sheet) (15960.37) (15,800.81)

INDUSTRY OUTLOOK AND FINANCIAL PERFORMANCE The Indian economy seems to be moving out of its slumber, having recorded more than 7% growth in FY2014-15. This has been on account of improved industrial and services sector performance, along with improvement witnessed on other key parameters such as reduction in inflation and trade deficit. According to Bloomberg data, FY2014-15 marked the highest return for Sensex in the past five years. Going forward, the economy is expected to record even higher growth rates of 7.8% and 8.1% in FY2015-16 and FY2016-17 respectively, as per forecasts by Fitch. Even the OECD is of the view that the Indian economy remains strong and stable and will record more than 7% growth in FY2015-16. The growth rate may edge over to 8% if structural reforms such as land and labour are approved and implemented. During the financial year, the total income of the Company Decreased to Rs. 466.64 million from Rs. 878.57 in fiscal 2013-14. The loss after tax for the year is Rs. 156.36 million as against Rs.

1,782.31 million in the earlier year. Your company is committed to revive the financial performance of the Company in years to come. BUSINESS OPERATIONS AND STATE OF AFFAIRS Institutional Brokerage & Investment Banking Our institutional brokerage and investment banking business is operated in India by RCML and overseas by RCML’s subsidiaries registered in various jurisdictions. RCML has presence in 8 countries in Asia including through partnerships with regional securities and advisory firms. In India, RCML is registered with NSE as a multiple member in the cash segment and as a ‘Self Clearing and Trading Member’ in the derivatives segment and with the BSE as a member in the cash segment. RCM is also registered as a Category I Merchant Banker with SEBI. RCML’s subsidiaries are registered with or licenced by the local regulators in the jurisdictions they operate. RCML provides research and sales & trading services to asset management companies, pension funds, insurance companies, endowments and hedge funds around the world. RCML’s institutional broking business is empanelled with over 490 clients globally as at 31 March 2015. RCML’s institutional research team possesses rich experience and provides comprehensive research for institutional investors in the Indian and Asian market, covering more than 160 companies in India and Asia. In addition to stock-specific research, RCML publishes research on investment strategy and economics and also produces thematic reports for its clients. RCML has lately gained recognition for providing highlevel corporate access to its institutional clients and for organising themed events that help clients gain insight into the functioning of Indian businesses and the Indian economy. On the investment banking side, RCML has developed strengths in advisory as well as equity/debt capital markets services. RCML’s capabilities extend to areas such as mergers and acquisitions advisory services, corporate restructuring advisory services, public equity offerings, convertible bond offerings, institutional placements and private placements. RCML’s investment banking professionals maintain relationships with businesses, private equity firms, other financial institutions and high net worth individuals and provide them with corporate finance and investment banking advice. Operational Performance Religare Capital Markets-International (RCM) was instrumental in concluding few noteworthy transactions during the year. RCM was the Book Running Lead Manager on INR 3.5 billion IPO of Monte Carlo Fashions Limited - which was among the first few IPOs to hit the market during upswing. This was an extension of the private equity investment into Monte Carlo Fashions originally arranged by RCML in 2012. In addition, RCM successfully completed the QIP program of INR 2 billion for Ashiana Housing Limited and of INR 4 billion for Sequent Scientific Limited. RCM was also the Sole Arranger for INR 1.25 Billion Non-Convertible Debentures of North Star Apartments Pvt. Ltd., which are listed on the BSE. RCM arranged debt financing for several other clients, including Ansal API, Satin Creditcare and Belstar. Outside India, RCM executed a number of equity capital markets (ECM) and Advisory mandates in the ASEAN region through cutting edge idea generation, strong global distribution and seamless execution despite challenging markets. RCML completed the SGD 90million accelerated book-build placement for Soilbuild Business Space REIT, as Joint Placement Agent, which was the first

S-REIT placement on the Singapore Exchange for the year. RCML acted as financial advisor to two stake sales in the ASEAN region: 60% stake sale of StreetSine Technology Group to Singapore Press Holdings and TPG’s sale of its 17.5% stake in PT BTPN, Indonesia. CHANGES IN NATURE OF BUSINESS: During the year there is no change in the nature of business of the Company. SUBSIDIARIES As on 31 March 2015, the Company has 17 direct and indirect subsidiaries. Further, during the year, following companies ceased to be subsidiary of the Company:

S. No. Name of Company Subsidiary Status 1. Religare Capital Markets

(Beijing) Limited, China Indirect Subsidiary

The Company is dissolved w.e.f. 26 January 2015.

As per Rule 8.1 of Companies (Accounts) Rules, 2014, separate report on the performance and financial position of each of subsidiaries is enclosed as Annexure-A. SHARE CAPITAL During the financial year 2014-15, there has not been any change in the authorised share capital. However, the paid-up share capital of the Company has been increased from Rs. 1082.43 Cr to Rs. 1082.56 Cr. During the financial year ended 31 March 2015, the Company allotted 13,00,000, 0.01% Non-Convertible Non-Cumulative Redeemable Preference shares of Re. 1 each to RHC Holding Private Limited (RHC) on 25 April 2014. CAPITAL REDUCTION The Board of Directors of the Company in its meeting held on 17 September 2014 and resolution approved by circulation dated 17 October 2014 has approved, subject to approval of shareholders, BSE Limited and National Stock Exchange of India Limited (‘Exchanges’) and confirmation of the Hon’ble High Court of Delhi, the proposal to set off the operating losses of the Company of Rs. 2,150,812,788 (Rupees Two hundred fifteen crores eight lakh twelve thousand seven hundred eighty eight) and diminution in the value of investments in Religare Capital Markets International (Mauritius) Limited to the tune of Rs. 3,099,187,212 (Rupees Three hundred nine crore ninety one lakh eighty seven thousand two hundred twelve) aggregating to Rs. 5,250,000,000 (Rupees Five hundred twenty five crores), by reducing the issued, subscribed and paid up share capital of the Company, by way of, (a) a selective extinguishment and cancellation of (i) 25,000,000 (Two crore fifty lakh) 0.001% non-convertible cumulative redeemable fully paid up preference shares of Rs. 10 (Rupees Ten) each held by Religare Enterprises Limited (‘REL’), which were issued at a premium of Rs. 90 (Rupees Ninety) per share, and having an aggregate paid up value of Rs. 250,000,000 (Rupees Twenty five crores); and (ii) 500,000,000 (Fifty crores) 0.001% non-convertible cumulative fully paid up preference shares of Rs. 10 each (Rupees Ten) held by REL, which were issued at par, and having an aggregate paid up value of Rs. 5,000,000,000 (Rupees Five hundred crores) and pay NIL consideration to REL in lieu thereof. The Company, on approval of shareholders in its meeting held on 22 October 2014 and with the approval of Exchanges, filed a petition to the Hon’ble High Court of Delhi on 31 October 2014 for

reduction of shares capital. The High Court vide order dated 23 March 2015 confirmed the petition. Accordingly, copy of order was filed with Registrar of the Company which was duly registered and made effective w.e.f. 08 May 2015. Consequent to above, the paid up share capital of the Company, as on the date of this report, has been reduced from Rs. 1082.56 Cr. to Rs. 557.56 Cr. DIVIDEND AND RESERVES Considering the loss in current financial year, the Directors of the Company do not recommend any dividend for the year. Since there were losses during the period and no dividend was declared, no amounts were transferred to Reserves. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND The Company is not required to transfer the unclaimed funds to Investor Education and Protection Fund. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statement relate (i.e. 31 March 2015) and as of date of the report i.e. 21 September 2015 except the changes in reduction of shares capital, as stated above. PUBLIC DEPOSITS Your Company has neither invited nor accepted any deposits from public within the meaning of Section 73 of the Companies Act, 2013 (‘the Act’) read with Companies (Acceptance of Deposits) Rules 2014 during the period under review. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL Directors At Present, the Board comprises of Mr. Sunil Godhwani, Mr. Shachindra Nath, Mr. Anil Saxena, Mr. Ravi Mehrotra, Mr. Brian Tempest and Mr. Mark Runacres (all non-executive directors), Mr. Padam Bahl, Ms. Gita Nayyar (both independent directors) and Mr. Anil Panwar (nominee director). As per Section 152 of the Act, Mr. Ravi Mehrotra (DIN: 01355561) and Mr. Anil Panwar (DIN: 00135751) retires by rotation and further being eligible, offers themselves for re-appointment at the ensuing Annual General Meeting (‘AGM’). The Nomination and Remuneration Committee and Board of Directors recommend their re-appointment. As per Section 149 of the Act, the Company is required to have at least two Independent Directors. Accordingly, the Company has two Independent Directors i.e. Mr. Padam Bahl and Ms. Gita Nayyar. Ms. Nayyar was appointed as additional director (Non-Executive and Independent) on the Board of the Company w.e.f. 24 March 2015 to hold office as per the tenure of appointment mentioned in the Notice of the forthcoming AGM of the Company. The Company has also received notice under Section 160 of the Act from a member proposing candidature of Ms. Nayyar.

The Company has received declarations from the Mr. Padam Bahl and Ms. Gita Nayyar, independent directors, confirming that they meet the criteria of independence as prescribed under of Section 149(6) of the Act. As per Section 197(5) of the Act, Mr. Padam Bahl and Ms. Gita Nayyar, independent directors, were paid sitting fees for attending the Board and Committee meetings. Key Managerial Personnel During the year under review, Mr. Gautam Yogendra Trivedi was appointed as Chief Executive Officer of the Company w.e.f 14 November 2014. Further, Mr. Vinod Kumar Singh has been appointed as Chief Financial Officer of the Company w.e.f 02 June 2014. Both Mr. Trivedi and Mr. Singh have been designated as Key Managerial Personnel (‘KMP’) under Section 203 of the Act. Further, Mr. Satish Kumar Nirankar, Company Secretary of the Company, has also been designated as KMP under Section 203 of the Act w.e.f 01 April 2014. Mr. Prasanna Chandwaskar resigned as Manager of the Company w.e.f. 14 November 2014. COMMITTEES OF THE BOARD Audit Committee The Audit Committee was reconstituted by the Board on 26 May 2014 and 27 March 2015, respectively. Currently it comprises of Mr. Padam Bahl (as Chairman), Ms. Gita Nayyar and Mr. Anil Panwar, as members. Mr. Vinod Kumar Singh, Mr. Prasanna Chandwaskar and Mr. Chris Holland are permanent invitees of the Committee. Nomination and Remuneration Committee The Nomination and Remuneration Committee was reconstituted by the Board on 26 May 2014 and 27 March 2015 respectively. Currently it comprises of Mr. Padam Bahl (as Chairman), Ms. Gita Nayyar, Mr. Anil Saxena and Mr. Anil Panwar as members. Mr. Kamlesh Dangi is permanent invitee of the Committee. Risk Committee The Risk Committee was reconstituted by the Board on 27 March 2015. Currently, it comprises of Mr. Brian Tempest (as Chairman), Mr. Shachindra Nath, Mr. Anil Saxena, Mr. Mark Runacres and Ms. Gita Nayyar as members. Mr. Gautam Trivedi, Mr. Vinod Kumar Singh, Mr. Prasanna Chandwaskar and Mr. Chris Holland are permanent invitees of the Committee. Loan/Investment and Borrowing Committee The Loan/Investment and Borrowing Committee comprises of Mr. Anil Panwar (Chairman), Mr. Shachindra Nath and Mr. Anil Saxena as members. Mr. Sunil Kumar Garg and Mr. Vinod Kumar Singh are permanent invitees of the Committee. Corporate Social Responsibility Committee The Corporate Social Responsibility Committee was constituted on 26 May 2014 with Mr. Shachindra Nath (as Chairman), Mr. Anil Saxena and Mr. Padam Bahl as members.

The Committee was further reconstituted by the Board on 27 March 2015 and currently it comprises of Mr. Shachindra Nath (as Chairman), Mr. Anil Saxena and Ms. Gita Nayyar as members. Share Allotment Committee The Share Allotment Committee comprises of Mr. Shachindra Nath (as Chairman), Mr. Anil Saxena and Mr. Anil Panwar as members. Mr. Vinod Kumar Singh is permanent invitee of the Committee. BOARD AND COMMITTEE MEETINGS Board Meeting During the Financial Year 2014-15, four (4) Board Meetings were held on 26 May 2014, 17 September 2014, 14 November 2014 and 10 February 2015 respectively. The intervening gap between the Meetings was within the period prescribed under the Act. A calendar of Meetings is prepared and circulated in advance to the Directors to facilitate the meeting. Committee Meeting During the financial year 2014-15, following Board Committee meetings were held:

Sl. No.

Name of Committee No. of Meetings

Date of meetings

1 Audit Committee (‘AC’) 4 (Four) 26 May 2014, 17 September 2014, 14 November 2014 and 10 February 2015

2 Nomination & Remuneration Committee (‘NRC’)

3 (Three) 30 April 2014, 17 September 2014 and 14 November 2014

3 Risk Committee (‘RC’) 2 (Two) 17 September 2014 and 10 February 2015

4 Loan/Investment and Borrowing Committee (‘LIBC’)

8 (Eight) 13 May 2014, 25 June 2014, 20 August 2014, 17 September 2014, 19 November 2014, 12 December 2014, 11 February 2015 and 16 March 2015

5 Corporate Social Responsibility Committee (‘CSRC’)

1 (One) 10 February 2015

6 Share Allotment Committee (‘SAC’)

3 (Three) 25 April 2014, 24 July 2014 and 04 August 2014

Attendance at Board and Committee meetings As per Standard 9 of the Secretarial Standard on Meetings of the Board of Director (‘SS-1’) issued by the Institute of Company Secretaries of India (‘ICSI’), the attendance of Directors at Board and Committee meetings held during the financial year 2014-15 are as under:

Sl. No.

Name of Directors BM AC NRC RC LIBC CSRC SAC

1 Mr. Sunil Godhwani1 1 NM 1 NM NM NM NM 2 Mr. Shachindra Nath2 4 NM 1 0 8 1 3 3 Mr. Anil Saxena3 4 1 3 1 8 1 3 4 Mr. Ravi Mehrotra1 1 NM NM NM NM NM NM 5 Mr. Brian Tempest4 3 3 NM 1 NM NM NM 6 Mr. Mark Runacres5 4 NM 2 2 NM NM NM 7 Mr. Padam Bahl6 4 4 2 NM NM 1 NM 8 Ms. Gita Nayyar7 - - - - NM - NM 9 Mr. Anil Panwar 3 3 3 NM 8 NM 3

Abbreviations: BM-Board Meeting, NM-Not a member, N.A.-No meetings held during the period. Other abbreviations have been detailed above. 1Mr. Sunil Godhwani and Mr. Ravi Mehrotra were members of NRC upto 26 May 2014. 2Mr. Shachindra Nath was member of AC and NRC upto 26 May 2014. 3Mr. Anil Saxena was members of the AC upto 26 May 2015. 4Mr. Brian Tempest was members of the AC upto 27 March 2015. 5Mr. Mark Runacres was member of the NRC w.e.f 26 May 2014 to 27 March 2015. 6Mr. Padam Bahl was appointed as member of the NRC w.e.f 26 May 2015. 7 Ms. Gita Nayyar has been appointed on Board and Committees w.e.f 24 March 2015.

BOARD EVALUATION The Board has adopted Board Performance Evaluation Policy (“Policy”) for carrying out the evaluation of Board, Committees and Individual Directors including independent directors. Pursuant to the Policy, Board has carried out the annual performance evaluation of the Board and all its Committees in its Meeting held on 25 May 2015. The annual performance evaluation of Individual Directors was done by Nomination & Remuneration Committee in its meeting held on 25 May 2015, which was reported to the Board as well. The performance of the Board, Committees and Directors was found satisfactory. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES In compliance with Section 135 of the Act read with the Companies (Corporate Social Responsibility) Rules 2014, the Company has constituted Corporate Social Responsibility (‘CSR’) Committee during the financial year 2014-2015. The CSR Committee has formulated and recommended to the Board a CSR Policy indicating the activities to be undertaken by the Company which has been approved by the Board. The Policy has been adopted with a vision to contribute positively to the society and bring about sustainable change in the lives of the marginalized communities especially that of small and medium sized enterprise employees and their families aiming towards holistic development through innovative interventions in the area of health and education. The Policy is to striving for economic and social development that positively impacts the society at large; and more specifically communities in which Religare or its group companies operate. In so doing build a better, sustainable way of holistic life for the community of families and workers of small and medium sized enterprise and raise the country's human development index. As the Company has incurred losses in last financial year and doesn’t have average profits in last

three years, the Company has not made any contribution towards CSR activities. Annual Report on CSR in format prescribed in Companies (Corporate Social Responsibility) Rules, 2014 in attached as Annexure-B. STATUTORY DISCLOSURES None of the Directors of your Company is disqualified as per provision of Section 164(2) of the Act. The Directors of the Company has made necessary disclosures, as required under various provisions of the Act. CONSOLIDATED FINANCIAL STATEMENTS Ministry of Corporate Affairs vide notification dated 16 January 2015 clarified that a Company, which has only wholly owned subsidiary incorporated outside India, is not required to prepare consolidated financial statements for the financial year 2014-15. Accordingly, the Company, having all subsidiaries incorporated outside India, is not required to prepare consolidated financial statement for the financial year 2014-15. Since the requirement of consolidation was not applicable to the Company for financial year 2014-15, the requirement of preparation of statement containing the salient features of the financial statement of subsidiaries, as per Section 129(3) of the Act read with Rule 5 of Companies (Accounts) Rules, 2014, is also not applicable and hence not presented. However, as per Rule 8.1 of Companies (Accounts) Rules, 2014, separate report on the performance and financial position of each of subsidiaries is annexed as Annexure-A above. RELATED PARTY TRANSACTIONS All transactions with related parties that were entered into during the financial year 2014-15 were on an arm’s length basis and in the ordinary course of business. There were no related party transactions under Section 188 of the Act during the financial year. Further, though there has been no transaction with related parties under Section 188 of the Act, the particulars of material8 contracts or arrangements with related parties on an arm’s length basis as referred in Form AOC-2 under the Companies (Accounts) Rules, 2014, is annexed as Annexure–C. The details of the transactions with related parties as per Accounting Standard (‘AS’)-18 are provided in the notes to accompanying standalone financial statements. 8For the purpose of disclosures required in Form AOC-2, the materiality has been considered as 10% of the turnover of the Company.

REMUNERATION POLICIES The Board has, on the recommendation of the Nomination & Remuneration Committee (‘NRC’), framed policy for selection and appointment of Directors, Key Managerial Personnel and their remuneration as well as a policy on other employee’s remuneration. Directors Appointment & Remuneration Policy The NRC determines the criteria of appointment to the Board and is vested with the authority to identify candidates for appointment to the Board of Directors. The NRC, along with the Board, on

continuous basis will review appropriate skills, characteristics and experience required of the Board as a whole and its individual members. the NRC will take into account multiple factors, including general understanding of the business, education, professional background, personal achievements, etc. Based on recommendation of the NRC, the Board will evaluate the candidate(s) and decide on the selection of the appropriate member. The NRC will conduct a review of director compensation on a periodic basis to ensure directors of the Company are compensated effectively in a manner consistent with the strategy of the Company, and to further ensure that the Company will be able to attract, retain and reward those who contribute to the success of the Company. KMPs Appointment & Remuneration Policy The authority to identify right candidates for appointment of KMP’s is vested with the CEO of the Company (‘CEO’). The CEO along with HR Head will identify candidates internally or externally and will propose to NRC for its approval for appointment along with proposed remuneration. The remuneration will be proposed in consistent with the strategy of the company and in line with the comparable market & internal remuneration benchmarks. In case of CEO’s appointment & remuneration, NRC will undertake the process. Employees Remuneration Policy The Remuneration Policy is designed to attract, motivate and retain performing employees in a competitive market. Remuneration for new employees will be decided by HR representative in consultation with the supervisor at the time of hiring & for existing employees revision of remuneration, if any, will be based on annual performance review exercise. Based on the review exercise, eligible performing employees may also be rewarded with bonus depending upon company’s, department & individual performance of the employee RISK MANAGEMENT The Company has a Board constituted Risk Committee which comprises of Mr. Brian Tempest (as Chairman), Mr. Shachindra Nath, Mr. Anil Saxena, Mr. Mark Runacres and Ms. Gita Nayyar, as members. Mr. Gautam Trivedi, Mr. Vinod Kumar Singh, Mr. Prasanna Chandwaskar and Mr. Chris Holland are permanent invitees of the Committee. The Company has adopted Risk Management Policy and adhere the same. VIGIL MECHANISM/ WHISTLE BLOWER POLICY The Company has a vigil mechanism named Whistle Blower Policy (“Policy”) to deal with instance of unethical practices, fraud and mismanagement or gross misconduct by the employees of the Company, if any that can lead to financial loss or reputational risk to the organization. The said Policy is posted on the website of the Company i.e. www.religarecm.com. During the financial year ended 31 March 2015, there were no Whistle Blower cases reported to the Company. INTERNAL FINANCIAL CONTROLS AND INTERNAL CONTROL SYSTEM The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations and with reference to financial statement. The scope and authority of the Internal Audit function is defined under the scope of Internal Audit. The Company has appointed M/s KPMG as the Internal Auditor of the Company. To maintain its objectivity and independence,

the Internal Auditor reports to the Audit Committee. The Internal Audit function monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee. LOAN, GUARANTEE OR INVESTMENT UNDER SECTION 186 OF THE ACT During the period under review, the Company has not granted any loan, provided guarantee and made any investment under Section 186 of the Act. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT THE WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 The Company has in place an Anti-Sexual Harassment Policy (‘Policy’) at group level in line with the requirements of The Sexual Harassment of Women at the Work Place (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set-up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under the Policy. No case has been reported during the period under review. HUMAN RESOURCES Employees are our vital and most valuable assets. We have created a favourable work environment that encourages innovation and meritocracy. It is important for us that organisation culture and organisation strategy are well aligned. Over a period we have developed a strong culture of transparency through constant employee communication and have developed strong performance management practices wherein best in class reward and recognition systems are deployed. We have also set up a scalable recruitment and human resources management process which enables us to attract and retain high caliber employees. Our employee partnership ethos reflects the Company's longstanding business principles and drives the Company's overall performance with the prime focus to identify, assess, groom and build leadership potential for future. DETAILS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE

EARNINGS AND OUTGO DURING THE FINANCIAL YEAR

Conservation of Energy and Technology Absorption Even though operations of the Company are not energy intensive, the management has been highly conscious of the importance of conservation of energy and technology absorption at all operational levels and efforts are made in this direction on a continuous basis. In view of the nature of activities which are being carried on by the Company, the particulars as prescribed under Section 134(3)(m) of the Act read with rule 8 of the Companies (Accounts) Rules, 2014 regarding Conservation of Energy and Technology Absorption are not applicable to the Company and hence not been provided. Foreign Exchange Earnings and Outgo

The Company has continued to maintain focus and avail of export opportunities based on economic considerations. During the year, foreign exchange income or expenses of the Company is as under: Earnings : Rs. 19.53 million Outgo : Rs. 14.61 million DIRECTORS' RESPONSIBILITY STATEMENT To the best of their knowledge and belief and according to the information and explanations obtained by them, your directors make the following statements in terms of Section 134(5) of the Act that:

a) in the preparation of the annual financial statements for the year ended March 31, 2015, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) such accounting policies as mentioned in Note 1 of the annual financial statements have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31 March 2015 and of the profit and loss of the company for that period;

c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) annual financial statements have been prepared on a going concern basis; and e) systems to ensure compliance with the provisions of all applicable laws were in place and

such systems were adequate and operating effectively. AUDITORS M/s S.S. Kothari Mehta & Co., Chartered Accountants, who is the Statutory Auditors of the Company, holds office till the conclusion of the AGM to be held in the year 2017 as per shareholders resolution dated 17 September 2014 subject to ratification of their appointment at every AGM as per provisions of Section 139(1) of the Act. The Company has received letters from them to the effect that their ratification, if made, would be within the prescribed limits under Section 141(3)(g) of the Act and that they are not disqualified being auditors of the Company. Accordingly, it is proposed to ratify the appointment of M/s S.S. Kothari Mehta & Co., as Statutory Auditors of the Company, from the conclusion of the forthcoming AGM till the conclusion of the next AGM. AUDITORS' REPORT Auditors’ report is without any qualification. Further, the observations of the Auditors in their report read together with the Notes on Accounts are self-explanatory and therefore, in the opinion of the Directors, do not call for any further explanation. It is noted that the accumulated losses of the Company exceeded fifty percent of the net-worth of the Company as at 31 March 2015 and it has incurred cash losses in the financial year 2014-15 and has also incurred cash losses in immediately preceding financial year. The Company is undertaking measures and focusing on growing business to improve this position.

SECRETARIAL AUDITOR REPORT As per provisions of Section 204 of the Act, the Board of Directors of the Company has appointed M/s PI & Associates, Practising Company Secretaries, as the Secretarial Auditor of the Company to conduct the Secretarial Audit of the Company. The Secretarial Audit Report for the financial year ended 31 March 2015, is annexed as Annexure-D to this Report. The Secretarial Audit Report is self-explanatory and without any qualification, reservation or adverse remark and therefore do not call for any further comments or explanation. EXTRACT OF ANNUAL RETURN As per Section 134(3) of the Act, an extract of the Annual Return in Form No. MGT-9 is presented in a separate section and is annexed herewith as Annexure-E to this report. PARTICULARS OF EMPLOYEES As required under Section 197(12) of the Act read with Rule 5(2) and 5 Rule (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the details of remuneration paid to employees is annexed as Annexure-F to this Report. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and it’s operations in future. DETAILS OF FRAUD REPORTABLE BY AUDITOR TO AUDIT COMMITTEE OR BOARD The Statutory Auditor of the Company has not disclosed any amount of fraud lesser to the amount of fraud which is reportable to the Central Government under Section 143 (12) of the Act either to the Audit Committee or the Board. Hence, the provision related to disclosure of fraud under section 134(3)(ca) are not applicable to the Company and hence not reported any fraud in this report. GENERAL Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

a) Issue of equity shares with differential rights as to dividend, voting or otherwise b) Issue of shares (including sweat equity shares) to employees of the Company under any

scheme save and except ESOS referred to in this Report. c) Neither the Managing Director nor the Whole-time Directors of the Company receive any

remuneration or commission from any of its subsidiaries. ACKNOWLEDGEMENTS Your Directors would like to express their sincere appreciation for the co-operation and assistance received from the Regulatory Authorities, Stakeholders, Bankers including Financial Institutions and other business associates who have extended their valuable sustained support

and encouragement during the year under review. Your Directors also wish to place on record their deep sense of gratitude and appreciation for the commitment displayed by all executives, officers and staff at all levels of the Company, resulting in the successful performance of the Company during the year. We look forward for your continued support in the future as well.

By order of the Board of Directors For Religare Capital Markets Limited

Sd/- Sd/- Place: New Delhi Shachindra Nath Anil Saxena Dated: 21 September 2015 Director Director DIN 00510618 DIN 1555425

S. No. Name of Subsidiary Company Reporting period

Reporting currency Exchange Rate

Share capital Reserves & surplus Total assets Total Liabilities Investments Turnover Profit before taxation

Provision for taxation

Profit after taxation

Proposed Dividend

% of shareholding

1 Religare Bartleet Capital Markets (Private) Limited

31-03-2015 LKR 0.4832 5 (135,463) 119,793 255,251 - - (39,356) - (39,356) Nil 50%

2 Religare Capital Markets International (Mauritius) Limited

31-03-2015 USD 62.6788 25,256,498,489 (25,039,515,327) 6,848,525,254 6,631,542,092 17,914,228,453 106,238,926 (396,548,147) - (396,548,147) Nil 100%

3 Religare Capital Markets International (UK) Limited@

31-03-2015 USD 62.6788 6,268 (5,456) 699,555 698,743 - - - - - Nil 100%

4 Bartleet Religare Securities (Private) Limited

31-03-2015 LKR 0.4832 238,260,659 117,813,347 502,155,848 146,081,842 120,244,697 138,759,358 25,897,915 3,763,035 22,134,880 Nil 50%

5 Tobler (Mauritius) Limited@ 31-03-2015 GBP 92.9921 9,299 (5,283) 249,681 245,665 - - (10,198,450) - (10,198,450) Nil 100%

6 Tobler UK Limited 31-03-2015 GBP 92.9921 278,046,472 43,218,450 322,090,320 825,398 - 9,312,617 321,463,045 - 321,463,045 Nil 100%

7 Religare Investment Holdings (UK) Limited@

31-03-2015 GBP 92.9921 1,094,463,547 (1,094,380,848) 227,765 145,066 - - - - - Nil 100%

8 Kyte Management Limited 31-03-2015 USD 62.6788 4,158,963,397 1,228,607,617 5,387,571,014 - 5,386,841,089 - - - - Nil 100%

9 Strategic Research Limited 31-03-2015 LKR 0.4832 2,416,005 15,060,054 18,769,683 1,293,624 13,013,722.63 7,824,026 959,897 175,939.41 783,957 Nil 50%

10 Religare Capital Markets (Europe) Limited

31-03-2015 GBP 92.9921 11,303,527,326 (10,876,105,811) 810,739,391 383,317,877 729,840,593 144,016,796 (89,889,307) - (89,889,307) Nil 100%

11 Religare Capital Markets (UK) Limited

31-03-2015 GBP 92.9921 91,960,911 (81,170,849) 17,209,787 6,419,726 6,063,084.92 3,302,370 (9,457,328) - (9,457,328) Nil 100%

12 Religare Capital Markets Corporate Finance Pte Limited

31-03-2015 SGD 45.625 1,735,623,430 (1,639,871,316) 339,741,042 243,988,927 - 137,351,861 (86,766,516) - (86,766,516) Nil 100%

13 Religare Capital Markets Inc 31-03-2015 USD 62.6788 1,162,674,867 (1,153,787,514) 52,032,900 43,145,547 - 27,768,499 (3,905,681) - (3,905,681) Nil 100%

14 Religare Capital Markets (Hong Kong) Limited

31-03-2015 HKD 8.0832 4,556,532,173 (2,408,265,988) 2,176,758,979 28,492,794 1,787,716,888 345,896,122 (220,590,721) - (220,590,721) Nil 100%

15 Religare Capital Markets (Singapore) Pte Limited

31-03-2015 USD 62.6788 1,776,943,980 (1,269,631,425) 530,269,417 22,956,863 - 137,095,470 (58,029,866) - (58,029,866) Nil 100%

16 Bartleet Asset Management (Private) Limited

31-03-2015 LKR 0.4832 2,416,000 24,469,433 58,221,476 31,336,044 57,296,318.94 2,608,311 14,445,460 - 14,445,460 Nil 50%

17 Charterpace Limited#@ 31-03-2015 GBP 92.9921 9,299 3,461,538 6,210,384 2,739,547 - - - - - Nil 39%

# Board controlled subsidiary.

@ Applied for voluntary liquidation.

The Companies stated in Sl. No. 6, 10, 11, 13 have ceased to carry operations.

All foreign subsidiaries turnover is converted at monthly average exchange rate.

Religare Capital Markets (Bejing) Limited, a wholly owned subsidiary, has been dissolved w.e.f January 26, 2015.

For and on behalf of the Board of Directors

Director

DIN: 01555425

Shachindra Nath

Director

DIN: 00510618

Religare Capital Markets Limited

Report on the performance and financial position of the subsidiaries as per Rule 8.1 of Companies (Accounts) Rules, 2014

Date: 21 September 2015

Place: New Delhi

Anil Saxena

Annexure – B

ANNUAL REPORT ON CSR ACTIVITIES TO BE INCLUDED IN THE BOARD'S REPORT

1. A brief outline of the company's CSR policy, including overview of projects or programs proposed to be undertaken and a reference to the web‐link to the CSR policy and projects or programs. Company has adopted its CSR Policy striving for economic and social development that positively impacts the society at large. In so doing build a better, sustainable way of holistic life for the marginalized and underprivileged sections of the society and work towards raising the country's human development index.

CSR Policy of the Company provides the overview of projects or programs which are proposed to be undertaken by the Company.

The CSR Policy of the Company can be assessed at the company’s website through the link: http://religarecm.com/Corporate-Information/Policies

2. The Composition of the CSR Committee.

Mr. Shachindra Nath – Chairman Mr. Anil Saxena – Member Ms. Gita Nayyar - Member

3. Average net profit of the company for last three financial years Rs. (20.10 Cr)

4. Prescribed CSR Expenditure (two per cent. of the amount as in item 3 above) Since the Company doesn’t have average net-profits in previous three years, CSR expenditure is not required.

5. Details of CSR spent during the financial year. **NOT APPLICABLE**

a. Total amount to be spent for the financial year; b. Amount unspent, if any; c. Manner in which the amount spent during the financial year is detailed below

S. No

CSR project or activity identified

Sector in which the project is covered

Projects or programme: (i) Local area or other (ii) Specify the State or District where the projects or programmes was undertaken

Amount outlay (Budget) project or programme wise

Amount spent on project or programs: Sub head: 1. Direct expenditure on project or programme; 2. Overhead

Cumulative expenditure up to the date of reporting

Amount spent: Direct or through implementing agencies*

Total

*Details of implementing agencies

6. Since the Company is operating in losses and has no average profits, the Company is not required to incur expenditure on CSR activities. Accordingly, the requirement of disclosing reasons for not spending the amount, ought to be spent, in its Board report is not applicable to the Company. 7. CSR Committee hereby confirms that the implementation and monitoring of CSR Policy is in compliance with CSR objectives and CSR Policy of the Company.

For Religare Capital Markets Limited Sd/- Sd/- Shachindra Nath Gautam Trivedi Chairman Chief Executive Officer Corporate Social Responsibility Committee DIN 00510618 Date: 21 September 2015 Place: New Delhi

Annexure – C

Form No. AOC-2 (Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies

(Accounts) Rules, 2014)

Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arm’s length transactions under third proviso thereto:

1. Details of contracts or arrangements or transactions not at arm’s length basis - Not Applicable 2. Details of material@ contracts or arrangement or transactions at arm’s length basis

(a) Name(s) of the related party and nature of relationship (i) Religare Finvest Limited (Fellow subsidiary) [‘RFL’] (ii) Religare Comtrade Limited (Fellow subsidiary) [‘RCTL’]

(b) Nature of contracts/arrangements/transactions

(i) Inter-corporate loans on arm’s length and in the ordinary course of business from RFL. (ii) Inter-corporate loans on arm’s length and in the ordinary course of business from RCTL.

(c) Duration of the contracts / arrangements/transactions

(i) 10-20 Days with RFL (ii) 6-12 Months with RCTL

(d) Salient terms of the contracts or arrangements or transactions including the value, if any:

(i) Short term unsecured loan of Rs. 100 Cr from RFL. The rate of interest is 14% p.a. which is payable quarterly rests, or such other intervals as mutually agreed.

(ii) Short term unsecured loan of Rs. 30 Cr from RFL. The rate of interest is 14% p.a. which is payable quarterly rests, payable within 30 days from end of the quarter. The lender and the borrower may mutually agree for a prepayment of outstanding amount at a date earlier than the repayment date.

(iii) Short term unsecured loan of 907.55 Cr from RCTL. The rate of interest is 11.75% p.a. which is payable at maturity rests, or such other intervals as mutually agreed.

(e) Date(s) of approval by the Board, if any: Not applicable since all transactions were on arm’s length and in the ordinary course of business.

(f) Amount paid as advances, if any: Nil. Form shall be signed by the persons who have signed the Board’s report.

@For the purpose of disclosures required in Form AOC-2, the materiality has been considered as 10% of the turnover of the Company

For Religare Capital Markets Limited Sd/- Sd/- Place: New Delhi Shachindra Nath Anil Saxena Dated: 21 September 2015 Director Director DIN 00510618 DIN 1555425

Annexure-E

Annexure – D

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2015

[Pursuant to section 204(1) of the Companies Act, 2013 and Rule no.9 of the Companies (Appointment and

Remuneration Personnel) Rules, 2014]

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2015

To,

The Members,

RELIGARE CAPITAL MARKETS LIMITED

(U51909DL2007PLC159042)

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the

adherence to good corporate practices by Religare Capital Markets Limited (hereinafter called “the

Company”). Secretarial Audit was conducted in a manner that provided us a reasonable basis for

evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on our verification of the Company, books, papers, minute books, forms and returns filed and other

records maintained by the company and also the information provided by the Company, its officers,

agents and authorized representatives during the conduct of secretarial audit, we hereby report that in

our opinion, the Company has, during the audit period covering the financial year ended on 31st March,

2015, the Company has complied with the statutory provisions listed hereunder and also that the

Company has proper Board-processes and compliance-mechanism in place to the extent based on the

management representation letter/ confirmation, in the manner and subject to the reporting made

hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records

maintained by the Company for the financial year ended on 31st March, 2015, according to the provisions

of:

(i) The Companies Act, 2013 (‘the Act’) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder; (not

applicable)

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder; (not applicable)

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the

extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial

Borrowings;

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of

India Act, 1992 (‘SEBI Act’):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and

Takeovers) Regulations, 2011; (not applicable)

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations,

1992;

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)

Regulations, 2009; (not applicable)

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee

Stock Purchase Scheme) Guidelines, 1999; (not applicable)

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations,

2008; (not applicable)

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer

Agents) Regulations, 1993 regarding the Companies Act and dealing with client; (not

applicable)

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009;

and

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998;

(vi) We have relied on the representation made by the Company and its officers for system and

mechanism framed by the Company for compliances under other the following applicable Act, Laws

& Regulations to the Company

Securities and Exchange Board of India (Stock-Brokers and Sub-Brokers) Regulations, 1992;

Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992;

Securities and Exchange Board of India (Intermediaries) Regulations, 2008;

Securities and Exchange Board of India (Research Analyst) Regulations, 2014;

Employees Provident Fund and Miscellaneous Provisions Act, 1952 ;

Provisions of Employee State Insurance Act, 1948 ;

Workmen’s Compensation Act, 1923;

Equal Remuneration Act, 1976 and all other allied labour laws, as informed/ confirmed to us;

Income Tax Act 1961;

Finance Act 1994;

Prevention of Money Laundering Act 2002 and

Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

We have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India. (not notified hence

not applicable during the period under review)

(ii) The Listing Agreements entered into by the Company with the Stock Exchange(s), if applicable;

(not applicable)

During the period under review, the Company has complied with the provisions of the Act, Rules,

Regulations, Guidelines, Standards, etc. as mentioned above.

We further report that:

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors,

Non-Executive Directors and Independent Directors. The changes in the composition of the Board of

Directors that took place during the period under review were carried out in compliance with the

provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on

agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further

information and clarifications on the agenda items before the meeting and for meaningful participation at

the meeting.

Majority decision is carried through while the dissenting members’ views are captured and recorded as

part of the minutes.

We further report that there are adequate systems and processes in the company commensurate with

the size and operations of the company to monitor and ensure compliance with applicable laws, rules,

regulations and guidelines.

We further report that during the audit period the company has two (2) events (Give details of specific

events / actions having a major bearing on the company’s affairs in pursuance of the above referred laws,

rules, regulations, guidelines, standards, etc. referred to above).

i. The shareholders in its extra-ordinary general meeting held on 22nd October, 2014 has accorded

the approval for reduction of its fully-up preference share capital of the Company by way of

special resolution under the provision of the erstwhile Companies Act, 1956 but the matter was

sub judice during the period under review.

ii. The Company has issued 13,00,000 0.01% non- cumulative non-convertible redeemable

Preference Shares in due compliance of the erstwhile Companies Act, 1956.

For PI & Associates,

Practicing Company Secretaries

Sd/-

Sakshi Seth

Partner

ACS No.:20740

C P No.:8050

Date: 30 June 2015

Place: New Delhi

Extract of Annual Return

as on the financial year ended March 31, 2015 [Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies

(Management and Administration) Rules, 2014]

Form MGT-9

1. Registration and other details of Company

CIN: U51909DL2007PLC159042 Registration Date: 09 February 2007 Name of the Company: Religare Capital Markets Limited Category / Sub-Category of the Company: Company limited by shares Address of the Registered office and contact details: D3, P3B, District Centre, Saket, New Delhi –

110017, Tel: 011-39125000 Whether listed company: No Name, Address and Contact details of Registrar and Transfer Agent, if any:

Karvy Computershare Private Limited Karvy Selenium Tower B, Plot 31-32, Gachibowli, Financial District, Nanakramguda, Hyderabad – 500032, Tel:+91-40-67161500

2. Principal Business Activity of the Company:

All the business activities contributing 10 % or more of the total turnover of the company shall be stated:

Sl. No. Name and Description of main products /

services NIC Code of the Product/ service

% to total turnover of the company

1 Institutional Broking and Merchant Banking activities

64900 85.88

3. Particulars of holding, subsidiary and associate company

Sl. No.

Name and address of the company

CIN/GLN Holding/ subsidiary /associate

% of shares held

Applicable Section

1. Religare Enterprises Limited D3, P3B, District Centre, Saket, New Delhi- 110017

L74899DL1984PLC146935

Holding Company

100 2(46)

2. Religare Capital Markets International (Mauritius) Limited C/o - Abax Corporate Services Ltd., 6th Floor, Tower A, 1 Cybercity, Ebene, Mauritius

Foreign Company Subsidiary 100 2(87)(ii)

3. Religare Capital Markets International (UK) Limited#

Resolve Partners LLP, I America Square Crosswall, London, EC3N 2LB

Foreign Company Subsidiary 100 2(87)(ii)

4. Religare Capital Markets Corporate Finance Pte. Limited 80, Raffles Place, #43 UOB Plaza, Singapore 048624

Foreign Company Subsidiary 100 2(87)(ii) & Explanation (a)

5. Religare Capital Markets (Europe)

Limited The Studio, 1 Doughty Street, London, United Kingdom, WC1N 2PH

Foreign Company Subsidiary 100 2(87)(ii) & Explanation (a)

6. Religare Capital Markets (UK) Ltd The Studio, 1 Doughty Street, London, United Kingdom, WC1N 2PH

Foreign Company Subsidiary 100 2(87)(ii) & Explanation (a)

7. Charterpace Limited# Peek House, 20 Eastcheap, London, EC3M 1EB

Foreign Company Subsidiary 39* 2(87)(i) & Explanation (a)

8. Religare Capital Markets Inc. 80 Broad Street, Fifth Floor, New York, NY 10004

Foreign Company Subsidiary 100 2(87)(ii) & Explanation (a)

9. Tobler (Mauritius) Limited# C/o - Abax Corporate Services Ltd., 6th Floor, Tower A, 1 Cybercity, Ebene, Mauritius

Foreign Company Subsidiary 100 2(87)(ii) & Explanation (a)

10. Tobler (UK) Limited The Studio, 1 Doughty Street, London, United Kingdom, WC1N 2PH

Foreign Company Subsidiary 100 2(87)(ii) & Explanation (a)

11. Religare Investment Holding (UK) Limited#

The Studio, 1 Doughty Street, London, United Kingdom, WC1N 2PH

Foreign Company Subsidiary 100 2(87)(ii) & Explanation (a)

12. Kyte Management Limited 171 Main Street P.O. Box 92, Road Town, Tortola VG 1110, British Virgin Island

Foreign Company Subsidiary 100 2(87)(ii) & Explanation (a)

13. Religare Capital Markets (Hong Kong) Limited 12th Floor, Henley Building, 5 Queen’s Road Central, Hong Kong

Foreign Company Subsidiary 100 2(87)(ii) & Explanation (a)

14. Religare Capital Markets (Singapore) Pte. Limited 80, Raffles Place, #43 UOB Plaza, Singapore 048624

Foreign Company Subsidiary 100 2(87)(ii) & Explanation (a)

15. Bartleet Religare Securities (Private) Limited Bartleet House', No. 65, Braybrooke Place, Colombo - 2

Foreign Company Subsidiary 50 2(87)(ii) & Explanation (a)

16. Bartleet Asset Management

(Private) Ltd Bartleet House', No. 65, Braybrooke Place, Colombo - 2

Foreign Company Subsidiary 50 2(87)(ii) & Explanation (a)

17. Strategic Research Limited Bartleet House', No. 65, Braybrooke Place, Colombo - 2

Foreign Company Subsidiary 50 2(87)(ii) & Explanation (a)

18. Religare Bartleet Capital Markets (Private) Limited Bartleet House', No. 65, Braybrooke Place, Colombo - 2

Foreign Company Subsidiary 50 2(87)(ii) & Explanation (a)

*Board Controlled subsidiary # In Liquidation

4. Shareholding Pattern of the Company (Equity Share Capital Breakup as percentage of Total Equity)

(i) Category-wise Share Holding

Category of Shareholder

No. of Shares held at the beginning of the Year No. of shares held at the end of the Year % Change during

the Year

Demat Physical Total % of Total Shares

Demat Physical Total % of Total Shares

A. Promoter and Promoter Group

(1) Indian a) Individual/ HUF

0 0 0 0 0 0 0 0 0

b) Central Government/ State Government(s)

0 0 0 0 0 0 0 0 0

c) Bodies Corporate@

81,549,994 6 81,550,000 100 81,549994 6 81,550,000 100 0

d) Financial Institutions / Banks

0 0 0 0 0 0 0 0 0

e) Any Others 0 0 0 0 0 0 0 0 0 Sub-total (A) (1) 81,549,994 6 81550000 100 81,549,994 6 81550000 100 0 (2) Foreign a) NRIs – Individuals

0 0 0 0 0 0 0 0 0

b) other Individuals

0 0 0 0 0 0 0 0 0

c) Body Corp. 0 0 0 0 0 0 0 0 0 d) Bank/FI 0 0 0 0 0 0 0 0 0 e) Any Others 0 0 0 0 0 0 0 0 0 Sub-total (2) 0 0 0 0 0 0 0 0 0 Total Shareholding of Promoters A=A(1)+A(2)

81,549,994 6 81550000 100 81,549,994 6 81550000 100 0

B. Public Shareholding

1. Institutions a) Mutual Funds 0 0 0 0 0 0 0 0 0 b) Banks/FI 0 0 0 0 0 0 0 0 0 c) Central Govt. 0 0 0 0 0 0 0 0 0 d) State Govt. 0 0 0 0 0 0 0 0 0 e) Venture Capital Funds

0 0 0 0 0 0 0 0 0

f) Insurance Companies

0 0 0 0 0 0 0 0 0

g) FIIs 0 0 0 0 0 0 0 0 0 h) Foreign Venture Capital Funds

0 0 0 0 0 0 0 0 0

Others (Specify) i) Qualified Foreign Investors

0 0 0 0 0 0 0 0 0

Sub Total (B)(1) 0 0 0 0 0 0 0 0 0 2. Non –Institutions

a) Bodies Corp. i) Indian

0

0

0

0

0

0

0

0

0

ii) Overseas 0 0 0 0 0 0 0 0 0

b) Individuals i) Individuals Shareholders holding Share Capital Upto Rs. 1 Lac

0

0

0

0

0

0

0

0

0

ii) Individuals Shareholders holding Share Capital in excess of Rs. 1 Lac

0 0 0 0 0 0 0 0 0

Other (Specify) i) HUF

0 0 0 0 0 0 0 0 0

ii) Clearing Members

0 0 0 0 0 0 0 0 0

iii) Non Resident Indians

0 0 0 0 0 0 0 0 0

iv) Trusts 0 0 0 0 0 0 0 0 0

Sub-total B(2) 0 0 0 0 0 0 0 0 0

Total B = B (1) + B (2)

0 0 0 0 0 0 0 0 0

Total = A + B 81,549,994 6 81550000 100 81,549,994 6 81550000 100 0

@ The shareholding includes 6 Equity Shares held in physical by individual nominees on behalf of the promoter i.e. Religare Enterprises Limited.

(ii) Shareholding of Promoters

S. No. Shareholder’s

Name

Shareholding at the beginning of the year Shareholding at the end of the year

% Change during the

Year

No. of Shares* % of Total Shares of the

Company

% of Total Shares

pledged/ encumbered

to total shares

No. of Shares*

% of Total Shares of

the Company

% of Total Shares

pledged/ encumbered

to total shares

1 Religare Enterprises Limited

81550000 100 0 81550000 100 0 0

Total 81550000 100 0 81550000 100 0 0 *Equity shares include the shareholding held by 6 individual nominee on behalf of the promoter i.e. Religare Enterprises Limited.

Change in Promoters’ Shareholding (please specify, if there is no change):

S. No. Shareholders Name

Shareholding* Cumulative Shareholding during the year

No. of Shares % of Total Shares of the Company

No. of Shares % of Total Shares of the Company

----------No Change---------

(iii) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and

ADRs)

S. No. Shareholders Name

Shareholding Cumulative Shareholding during the year

No. of Shares % of Total Shares of the Company

No. of Shares % of Total Shares of the Company

1 ----------No Change---------

(iv) Shareholding of Directors and Key Managerial Personnel:

S. No. Shareholders Name

Shareholding Cumulative Shareholding during the year

No. of Share % of Total Shares of the Company

No. of Shares % of Total Shares of the Company

1. Sunil Godhwani, Director Equity share is held as nominee of Religare Enterprises Limited.

1 Negligible 1 Negligible

2. Shachindra Nath, Director Equity share is held as nominee of Religare Enterprises Limited.

1 Negligible 1 Negligible

3. Anil Saxena, Director Equity share is held as nominee of Religare Enterprises Limited.

1 Negligible 1 Negligible

5. Indebtness Indebtedness of the Company including interest outstanding/accrued but not due for payment

Secured Loans excluding deposits

Unsecured Loans

Deposits Total Indebtedness

Indebtedness at the beginning of the financial year

-

i) Principal Amount 601,318,106 15,000,000 616,318,106

ii) Interest due but not paid - - -

iii) Interest accrued but not due - 1,052,725 1,052,725

Total (i+ii+iii) 601,318,106 16,052,725 - 617,370,831

Change in Indebtedness during the financial year

-

Addition - 12,218,293,972 12,218,293,972

Reduction (100,097,911) (12,203,300,158) (12,303,398,069)

Net Change (100,097,911) 14,993,814 - (85,104,097)

Indebtedness at the end of the financial year

501,220,195 31,046,539 - 532,266,734

i) Principal Amount 501,220,195 29,642,906 530,863,101

ii) Interest due but not paid - - -

iii) Interest accrued but not due - 1,403,633 1,403,633

Total (i+ii+iii) 501,220,195 31,046,539 - 532,266,734

6. Remuneration of Directors and Key Managerial Personnel mentioning their gross salary, value of

perquisites, profits in lieu of salary, etc.

A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

Sl. No. Particulars of Remuneration Name of MD/WTD/ Manager

Total Amount (Rs.)

Prasanna Chandwaskar Manager@

1 Gross salary (a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 (b) Value of perquisites u/s 17(2) Income-tax Act, 1961 (c) Profits in lieu of salary under section 17(3) Income tax Act, 1961

542,833 Nil Nil

542,833 Nil Nil

2 Stock Option Nil Nil 3 Sweat Equity Nil Nil 4 Commission

- as % of profit - others, specify

Nil Nil

5 Others, please specify 6 Total (A) 542,833 542,833 7 Ceiling as per the Act@ As per schedule V of the Act. As per

schedule V of the Act.

@ Mr. Prasanna Chandwaskar was Manager of the Company upto 14 November 2014. He was paid remuneration within the permissible limit in Schedule XIII of the Companies Act, 1956 and Schedule V of the Act.

B. Remuneration to other directors:

Sl. No.

Particulars of Remuneration Fees for attending Board/ Committee meetings

Commission Others, please specify

Total Amount*

(Rs.) 1 Independent Directors Mr. Padam Bahl 2,20,000 Nil Nil 2,20,000 Total (1) 2,20,000

2 Other Non-Executive Directors Nil Nil Nil Total (2) Nil Total (1+2) 2,20,000 Total Managerial Remuneration N.A. Overall Ceiling as per the Act N.A.

*The amount of sitting fees includes the amount of Tax Deducted at Source.

C. Remuneration to key managerial personnel other than MD/manager/WTD:

Sl. No. Particulars of Remuneration Key Managerial Personnel Total Amount

(Rs.) Gautam Trivedi (CEO)

Vinod Kumar Singh (CFO)

Satish Kumar Nirankar (Company Secretary)

1 Gross salary (a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 (b) Value of perquisites u/s 17(2) Income-tax Act, 1961 (c) Profits in lieu of salary under section 17(3)

39,231,418

1,312,976

Nil

1,914,128

32,890

Nil

1,081,744

Nil

Nil

42,770,123

13,45,866

Nil

Income-tax Act, 1961

2 Stock Option Nil Nil Nil Nil 3 Sweat Equity Nil Nil Nil Nil 4 Commission

- as % of profit - others, specify

Nil Nil Nil Nil

5 Others, please specify Nil Nil Nil Nil 6 Total 40,544,394 19,47,018 1,081,744 44,115,989

7. Penalties/punishment/compounding of offences (under the Companies Act 1956 & Companies Act,

2013): None

By order of the Board of Directors For Religare Capital Markets Limited

Sd/- Sd/- Place: New Delhi Shachindra Nath Anil Saxena Dated: 21 September 2015 Director Director DIN 00510618 DIN 1555425

Sl. No. Name Age Designation/Nature of Duties Gross Remuneration Days Qualification Experience Date of Employment Last Employment1 Jignesh Harsukhbhai Desai 41 Director - Institutional Sales 7,026,560 365 PGMBA, B.Com 17 21-Oct-08 SBI Cap Securities Limited2 Rumit Dugar 32 Regional Telco Analyst 7,140,800 365 B.E., MBA 9 5-Nov-12 Alchemy3 Misal Singh Karan 35 Director - Institutional Research 7,592,796 365 B. E., MBA 11 4-Jun-10 Edelweiss Securities4 Pawan Nahar 38 Director - Institutional Sales 7,985,196 365 B Com., PGDM 15 16-Apr-12 CLSA India5 Devendra Rameshchand Dhanesha 38 Director - Corporate Finance 8,078,620 365 B Com., C.A. 16 18-Nov-10 DSP Merrill Lynch6 Shaurya Arora 34 Director - Investment Banking 8,188,016 365 B Tech & MBA 7 24-Jan-11 WL Ross India Pvt Ltd7 Vipul Sanghvi 43 MD & Head of Institutional Sales - India 9,735,196 365 B.Com + PG 21 25-Jul-08 ICICI Pru,8 Rohit Gulati 39 MD & Head of Investment Banking - India 18,719,996 365 B Com., C.A. 17 23-Feb-11 ICICI Securities Limited9 Gautam Yogendra Trivedi 49 Chief Executive Officer 58,916,954 365 B.Com, LLB, MBA 21 22-Aug-11 Goldman Sachs India Securities Private Limited

Sl. No. Name Age Designation/Nature of Duties Gross Remuneration Days Qualification Experience Date of Employment Last Employment

1 Viraaj Teckchandani 33 VP - Institutional Sales 1,845,485 30 B. Com, PGBA 9 2-Mar-15 Antique Finance2 Parag Jariwala 33 VP - Institutional Research 1,022,749 44 B. Com, CA, MBA (Finance) 7 16-Feb-15 Macquarie Capital Securities (India) Pvt Ltd 3 Davinder Narang 46 Chief Financial Officer 1,759,913 62 B.Com, ACA 21 1-Oct-11 Religare Capital Markets Plc4 Saurabh Vijayvergia 33 VP - Investment Banking 1,663,442 91 B Com & CA 13 4-Mar-09 DSP Merrill Lynch5 Sandip Bansal 37 Director - Institutional Research 1,980,283 115 B Com, CS, CA, PGDM 11 1-Sep-14 UBS Securities6 Ankush Pitale 42 Managing Director & Head of ECM - India 17,888,637 115 B. Com, MMS 20 1-Mar-11 Deutsche Equities India Pvt. Ltd7 Siddharth Teli 36 Director - Institutional Research 8,207,387 134 B. Com, MMS 13 8-Jul-10 ICICI Securities Limited8 Vikram Sheth 42 MD - Investment Banking 4,413,097 187 B.E. (Chemical), MMS 18 28-Jul-14 Alpen Capital India Pvt. Ltd.9 Tirthankar Patnaik 38 Director - Institutional Research 5,030,365 200 M.Sc. (Stats.), Ph.D (Financial Economics) 14 17-May-10 Citi Investment Research & Analysis

10 Nalin Nayyar 45 MD 30,560,398 214 B.A., MBA 23 1-Aug-13 Religare Corporate Services Limited (In Group Transfer)11 Tushar Chandra 39 Equity Salesperson, US Region 4,305,253 226 Bachelor of Science, Chemical Engineering 17 3-Jun-13 Credit Suisse India12 Pulkit Bhandari 33 VP - Investment Banking 4,709,332 228 B.Com, CA 10 6-Jun-11 Deutsche Equities India Pvt. Ltd13 Anupam Pareek 48 MD - Sales Trading & Trading 7,708,252 268 C.A. 20 11-Oct-10 HSBC Securities and Capital Markets (India) Private Limited14 Gopalan S 49 Head of Compliance - RCML India 4,658,577 268 C.A., CS 23 18-Oct-10 Credit Market Services limited

Notes:

3) Remuneration mentioned above is inclusive of retirement/ separation benefits paid during the year.

For and on behalf of the Board of Directors

Sd/- Sd/-

Shachindra Nath Anil Saxena

Director Director

DIN: 00510618 DIN: 01555425

6) The Equity shareholding of above employees is Nil.

7) The above employees are not a relative of any Director or Manager of the Company.

1) Persons named above are/ were employees of the Company.

Date: 21 September 2015

Place: New Delhi

4) None of the employees were in receipt of remuneration which, in the aggregate, is in excess of that drawn by Manager of the Company and also holds by himself or along with his spouse and dependent children, two percent of equity shares in the Company.

RELIGARE CAPITAL MARKETS LIMITEDStatement of Employee remuneration pursuant to Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

5) The appointment of above employees is non-contractual and are governed by the Company policy and rules

2) Remuneration includes salary, allowances, leave encashment,bonus, leave travel concession, reimbursement of medical expenses to employees. In addition, the employees are entitled to gratuity,employer’s contribution to Provident Fund and group insurance in accordance with Company’s Rules.

A. Employed through-out the financial year and were in receipt of remuneration for the financial year in aggregate of not less than Rs. 60,00,000

B. Employed for part of the year and were in receipt of remuneration at the rate of not less than Rs. 5,00,000 per month