DIRECTORS' REPORT Dear Members, Religare Housing Development Finance Corporation Limited Your Directors have pleasure in presenting this 23 Director’s Report on the business and operations of the Religare Housing Development Finance Corporation Limited (RHDFCL/Company) together with Audited Financial Statements for the financial year ended March 31, 2016. FINANCIAL RESULTS The key highlights of financial results of the Company for the Financial Years 2014-15 and 2015-16 are as under:

Particulars For the year ended

March 31, 2015 Rs. In Lac

For the year ended March 31, 2016

Rs. In Lac

Total Income

5,682.95

10,643.68

Total Expenditure

3,407.10

7,774.22

Profit before Tax

2,275.85

2,869.46

Taxation-Current Tax

831.92

1,046.97

-Deferred Tax

(45.01)

(58.74)

Profit after Tax (5.70) 12.57

Appropriations have been made as under:-

1,494.64

1,868.66

Transfer to Special Reserve [under Section 29C of the National Housing Bank Act, 1987]

Balance transferred to Balance Sheet 298.93 373.73

DIVIDEND & TRANSFER TO RESERVES With a view to invest the profits accrued to the Company into the business operations of the Company, the Directors of the Company have decided not to recommend any dividend for the year under review. Out of profit for the year, Rs 373.73 lakh has been transferred to special reserve under Section 29C of the National Housing Bank Act, 1987 and the balance has been transferred to Reserves & Surplus. HOLDING /SUBSIDIARY COMPANY M/s Religare Finvest Limited (holding 87.5%) is the Holding Company of the Company. The Company does not have any subsidiary or Associate Company.

RESULTS OF OPERATIONS The Company earned a total income of Rs. 10,643.68 lakh, registering a significant increase over the income of financial year 2014-15. For the year, Profit Before Tax and After Tax stood at Rs. 2,869.46 lakh and Rs. 1,868.66 lakh, respectively. LENDING OPERATIONS During the year under review, the Company has sanctioned housing loans for Rs. 65,273 Lakhs covering 3,447 housing units. The Company has disbursed housing loans of Rs. 46,186 Lakhs during the year. For the year, in compliance with regulatory requirements, necessary provisions for sub-standard assets and doubtful assets to the extent of Rs. 86.53 Lakhs and Rs. 92.75 Lakhs, respectively, have been made. A provision of Rs. 7.72 Lakhs has been made in respect of loss assets. STATE OF COMPANY’S AFFAIRS The growth of your company has been consistent over the years. The Financial Year 2015-16 was an important year during which the Company has strengthened its base to grow at great pace by expansion of business footprint & acquisition of customers. Your Company has expanded and increased the profitability despite sluggish demand in housing sector during the financial year 2015-2016. Given below are some key facts:

i) In Financial Year 2015-2016, RHDFCL’s total income was up by 87.29% to Rs. 106.44 Crore

ii) Profit before tax (PBT) grew by 26.08% to Rs. 28.69 Crore

iii) Profit after tax (PAT) was up by 25.02% to Rs. 18.69 Crore

iv) RHDFCL’s Assets Under Management (AUM) rose by 92% to Rs. 820 Crore

v) Loan deployment rose by 85% to Rs. 534 Crore

vi) Capital Adequacy Ratio (CRAR) as on March 31, 2016 was 30.86%

vii) RHDFCL’s net NPAs were at .72% of total assets There is no change in the nature of business of the Company for the year under review. FUTURE OUTLOOK Housing for the poor in urban areas is the fundamental challenge posed to any developing nation. In India, currently, the shortage of affordable for the Economically Weaker Segments (EWS) and the Lower Income Groups (LIG) is a humungous 20 million units. This shortage coupled with a low quality of life of the urban poor, has made 'Housing for All' a pivotal initiative of the Government. This identified gap has resulted in a surge in the development of affordable housing units across the urban landscape of India. In fact, in the last year itself, a rise of 1-6 % was witnessed in the supply of affordable housing across tier-1 cities. The majority of this has been in the price bracket of Rs 20-40 lakhs

(except for Mumbai). Realizing the opportunity that lies ahead, several luxury and mid-market developers have ventured into affordable housing. This enthusiasm resulted in a CAGR of around 18%. However, this endeavor to provide housing with basic amenities for the lower income segments in urban areas has resulted in a unique problem. Most of these units are located at a significant distance from the city, and still have a unit selling price a tad higher relative to the incomes of the people in this segment. To ease this situation, the government has yet another ambitious project: Smart Cities Mission. The 100 proposed smart cities with a state-of the-art infrastructure, are expected to not just be a destination for FDI, but also be self-contained units, in that, they will provide easily accessible housing for the economically weaker groups. To the extent of encouraging a healthy real-estate market, the government also enacted the Real Estate Regulation and Development Act (RERA), 2016. Broadly speaking, each state will create regulatory authorities for the oversight of real estate projects, and all these projects shall be registered. There will be guidelines and timelines laid down for each project, and failure of compliance shall attract penalties. Instead of the usual legal dispute resolution through the courts, Appellate Tribunals will adjudicate with a time limit of 60 days. The overall aim is to secure buyer interest from the builder problems that have recently plagued the real-estate market. Other initiatives under the Pradhan Mantri Awas Yojana include a central grant ranging from INR 1 lakh to INR 2.3 lakh. This will be disbursed as a part of the 6.5% interest subsidy for applicants from lower income groups availing loans for a duration of up to 15 years. Additionally, the National Housing Bank, also offers a refinance scheme for lenders that operate in the low income category. Under this scheme, borrowers with an annual income of up to Rs 2 lakh can get a 15 year loan from banks or HFCs at concessional fixed interest rates. The target here is housing with a unit cost of around Rs 10 lakh. This shall help in shielding the long-term interests of borrowers in this segment who remain vulnerable to the volatility of floating interest rate. Government’s initiatives under Pradhan Mantri Awas Yojana, projects like Smart Cities and with enactment of the Real Estate Regulation and Development Act (RERA), 2016 coupled with an equally enthused response from other stakeholders reinforces us to be extremely bullish on the Housing Opportunity in the Bottom of the Pyramid and will continue to capitalize on the organic opportunity to build our business with a reliable operating model & a focused approach for further penetration MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY There has been no Material changes and Commitments, if any, 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. March 31, 2016) and the date of the report i.e. July 27, 2016. REGULATORY GUIDELINES The Company has been following applicable Guidelines, Circulars and Directions issued by National Housing Bank (“NHB”) from time to time. The Company has been maintaining capital adequacy as prescribed by the NHB from time to time. The capital adequacy was at a comfortable level of 30.86 % as on March 31, 2016 as against 12% stipulated by NHB.

PUBLIC DEPOSITS Your Company is a non-deposit accepting Housing Finance Company. The Company did not hold any public deposits at the beginning of the year nor has it accepted any public deposits during the year under review. CHANGES IN CAPITAL STRUCTURE There was no change in capital structure during the financial year 2015-16. CREDIT RATINGS The Company’s credit ratings by various agencies at March 31, 2016 are given below:

S. N. Credit Rating

Obtained

Short Term Debt

Rating

Long Term Bank Loan

Ratings

Short Term

Bank Loan Rating

Subordinated Debt Rating

Long Term Debt (NCD)

Rating /NCD Rating

Commercial Paper Rating

1 Rating Assigned

[ICRA] A1+

[ICRA] AA -

/Stable & IND AA-/Stable

[ICRA] A1+ &

IND A1+

[ICRA)]AA-/Stable

[ICRA] AA-/Stable

& IND AA-/Stable

IND A1+

2 Name of Rating Agency

ICRA Limited

ICRA Limited & India Ratings &

Research

ICRA Limited &

India Ratings & Research

ICRA Limited ICRA Limited India Ratings & Research

India Ratings & Research

INTERNAL CONTROL SYSTEM AND INTERNAL FINANCIAL CONTROLS The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined in the Internal Audit Manual. 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 Audit Committee has the responsibility for establishing the audit objectives and determines the nature, timing and extent of audit procedures as well as the locations where the work needs to be carried out. The Internal Audit Department monitors and evaluates the efficacy & adequacy of internal financial controls & internal control system in the Company to mitigate the risks faced by the organization and thereby achieve its business objective. Broadly the objectives of the project assigned are:-

• Review the adequacy and effectiveness of the transaction controls; • Review the operation of the Control Supervisory Mechanisms; • Recommend improvements in processes and procedures; • Surface significant observations and recommendations for process improvement in

a concise report for discussion with senior management; • Review the compliance with operating systems, accounting procedures and policies

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. Development and implementation of Risk Control Matrix (RCM) Key component of an organization’s risk management framework is the Risk Control Matrix (‘RCM’) which systematically captures key risks (operational, regulatory and financial) and mitigating internal controls. It enables assessment of key controls through testing of data pertaining to each control - control description and key attributes alignment to COSO framework, financial statement assertions, test procedures, management action plans, etc. Backward integration of RCMs with existing risk-control assurance platforms would assist in addressing key requirements of Internal Financial Controls (‘IFC’), under Companies Act 2013 Key benefits of RCM Structured and consistent process for management of risk Information is recorded and auditable Quick and effective means of formally capturing key business risks Demonstrates organization’s ability to manage / mitigate risk in a comprehensive and

timely manner. Key Elements of Risk Control Matrix Contains key risks by type / category and corresponding controls for mitigation Linkages with process documentation through control references Identification of risk and control ownership Control design and testing, including results thereof Coverage of Internal Financial Controls Addressing financial statement assertions

Completeness Existence / Occurrence Accuracy Valuation Rights & Obligations Presentation & Disclosures

Key Activities - Strengthening the Risk Control Matrices Preparation / Updation of RCMs for key businesses and support functions

Process framework based on COSO 2013, Companies Act 2013, ICAI Guidance Note/s

Capture of additional risks and key controls Linkages to financial assertions / IFC Mitigating controls.

Testing of RCMs and integration with Internal Audit (‘IA’)

Quarterly test of key controls captured in RCMs based on risk grading / prioritization and its alignment to IA testing (as per quarterly scope of work) for integrated coverage.

Reporting to Risk Committee

Reporting on controls testing (including high level view of key risks and controls) to be combined as part of quarterly IA reporting

Reporting to Risk Committee on half-yearly basis. Updated RCMs to be provided to management.

NON- CONVERTIBLE DEBENTURES Details of Non- Convertible debentures outstanding as on March 31, 2016 are as under:

Coupon

Rate (%) p.a.

Number of NCD outstanding as at March 31, 2016

Total amount of NCDs as at March 31,

2016

Date of Allotment

Redemption Due On

Put and Call

Option

10.40% 200 Rs. 20 Crore March 30, 2015

February 6th 2018 and March

15, 2018

N.A.

DEBENTURE REDEMPTION RESERVE 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 Corporate Affairs by Notification dated June 18, 2014 as the Company is registered as Housing Finance Company with National Housing Bank. BOARD OF DIRECTORS & KEY MANAGEMENT PERSONEL Board of Directors At present the Board of Directors consists of Mr. Kavi Arora, Mr. Anil Saxena, Mr. Sunil Kumar Garg, Mr. R K Shetty and Mrs. Soundara Kumar. In accordance with Articles 134 and 135 of the Articles of Association of the Company and the applicable provisions of the Companies Act, 2013, Mr. Anil Saxena, Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and is eligible for re-appointment. Your Board recommends his re-appointment. Pursuant to provisions of Section 149 of the Companies Act, 2013, the Company has received a requisite declaration from Independent Directors on their Independence. Key Management Personnel Mr. Kavi Arora, Managing Director, Mr. Bipin Kabra, Chief Financial Officer and Mr. Ankit Kumar Jain, Company Secretary of the Company are the Key Managerial Personnel as per the provisions of the Companies Act, 2013.

BOARD EVALUATION The Board has adopted Board Evaluation Policy (“Policy”) for carrying out the evaluation of the Board as whole, the Board Committees and individual Directors including independent directors. Pursuant to the Policy, the Board has carried out the annual performance evaluation of the Board as whole and all the Board Committees in its Annual Board Meeting held on May 23, 2016. Annual evaluation of Individual Directors was done by Nomination & Remuneration Committee in its meeting held on May 23, 2016. While evaluating the Board the various aspects of the Board’s functioning such as composition and size of the Board and its Committees, the Board’s vision and long-term strategic thinking, the Board’ culture, the Committees’ responsiveness to the Board, individual Director’s knowledge of the Company’s Business and key areas, his/ her concern for stakeholders and working of internal controls were considered. The Board of Directors expressed their satisfaction with the Policy and Annual Performance Evaluation process.

BOARD MEETINGS During the financial year 2015-16, Four (4) board meetings were held: May 26, 2015, July 28, 2015, October 27, 2015 and January 28, 2016.

The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. COMMITTEES OF THE BOARD The following are 8 Committees constituted by the Board:

i) Audit Committee; ii) Nomination & Remuneration Committee; iii) Asset Liability Committee; iv) Loan/Investment and Borrowing Committee; v) Risk Management Committee; vi) Corporate Social Responsibility Committee; vii) Identification Committee; and viii) Review Committee.

The composition of Board Committees as on March 31, 2016 was as under: A. Audit Committee

Name Designation Mr. R.K. Shetty Chairman Mrs. Soundara Kumar Member Mr. Sunil Kumar Garg Member

B. Nomination & Remuneration Committee

Name Designation Mr. R. K. Shetty Chairman Mrs. Soundara Kumar Member

Mr. Sunil Kumar Garg Member C. Asset Liability Committee

Name Designation Mr. Kavi Arora Member Mr. Anil Saxena Member Mr. Sunil Kumar Garg Member Mr. Bipin Kabra Member Mr. Deepak Joshi Member Mr. Pankaj Sharma Member

D. Loan/Investment & Borrowing Committee

Name Designation Mr. Kavi Arora Member Mr. Anil Saxena Member Mr. Sunil Kumar Garg Member Mr. Bipin Kabra Permanent Invitee Mr. Deepak Joshi Permanent Invitee

E. Risk Management Committee

Name Designation Mr. Kavi Arora Chairman Mr. Anil Saxena Member Mr. Sunil Kumar Garg Member Mr. Pankaj Sharma Member Mr. Deepak Joshi Member Mr. Bipin Kabra Member Mr. Amit Doger Member

F. Corporate Social Responsibility Committee

Name Designation Mr. R. K. Shetty Member Mr. Anil Saxena Member Mr. Sunil Kr. Garg Member

G. Identification Committee

Name of Member Designation Mr. Kavi Arora Chairperson Mr. Deepak Joshi Member Mr. Pankaj Sharma Member Mr. Bipin Kabra Member Mr. Mohit Kapoor Member

H. Review Committee

Name of Member Designation Mr. Kavi Arora Chairperson Mr. Anil Saxena Member Mr. Sunil Garg Member

COMMITTEE MEETINGS Table containing details of meetings of various Committees along with dates are as below;

S. No. Name of Committee No. of Meetings

Date of meetings

1 Audit Committee (ACM) 4 May 26, 2015, July 28, 2015, October 27, 2015 and January 28, 2016

2 Asset Liability Committee (ALCO)

5 April 21 ,2015, May 19, 2015, July 27, 2015, October 26, 2015 and January 27, 2016

3 Loan/ Investment & Borrowing Committee (LIBC)

1 August 11, 2015

4 Nomination & Remuneration Committee (NRC)

2 May 26, 2015 and July 28, 2015

5 Corporate Social Responsibility Committee (CSRC)

3 July 28, 2015, October 27, 2015 and January 28, 2016

6 Risk Management Committee (RMC)

3 July 23, 2015, October 21, 2015 and January 21, 2016

7 Identification Committee

NIL

8 Review Committee NIL ATTENDANCE OF DIRCTORS/MEMBERS 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 2015-16 are as under:

S. No. BM ACM NRC LIBC ALCO CSRC RMC IC* RC* Mr. Kavi Arora

4 NM NM - 5 NM 2 - -

Mr. Anil Saxena

4 NM NM 1 5 3 3 - -

Mr. Sunil Kumar Garg

4 4 2 1 5 3 3 - -

Mr. R. K. Shetty

2 2 1 NM NM 1 NM - -

Mrs. Soundara Kumar

3 3 2 NM NM NM NM - -

NM- Not a Member * No meeting held during the year Note: All the directors were entitled to attend the Board and Committee meetings, where they were member.

EXTRACT OF ANNUAL RETURN An extract of the annual return in Form No. MGT 9 is presented in a separate section and forms part of the Directors' Report and marked as Annexure-A. CORPORATE SOCIAL RESPONSIBILITY POLICY In compliance with Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules 2014, the Company has established a Corporate Social Responsibility (CSR) Committee. 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 CSR policy was adopted last year by the Company, Religare Housing Development Finance Corporation Limited (RHDFCL). The intent was to adopt a unified cause across the Religare Group and hence it was cascaded across all Group entities accordingly.

The focus of the CSR agenda was to create a consistent, holistic, sustainable development program for the marginalized, underprivileged urban poor. The Group engaged HEAL Foundation as the implementation partner and launched Project “Swavalamban”, essentially focused around the three developmental pillars of health, education and livelihood. The project was launched in May 2015 and to start with was operational in two pockets of Delhi NCR viz. Kapashera and Sangam Vihar.

The Company was required to spend CSR expenses of Rs. 4,037,183 under Section 135 of the Companies Act, 2013. However the Company has spent an amount of Rs. 1,093,813/- during the financial year 2015-2016. While the intent and focus of the Group has been clear, we were unable to spend and utilize in line with the committed amount.

During the course of the year the management team which was responsible for reviewing the progress of the project was not satisfied with the performance of the implementing partner. The team accordingly submitted its observations to the CSR Committee. Thereafter, upon further discussions and as directed by the Committee, a formal disengagement notice was served to HEAL foundation as per the terms of the MOU with them. The Group is currently evaluating other suitable options so that the CSR funds are utilized as per the CSR Policy in a meaningful and prudent manner. The statutory disclosures with respect to the CSR Committee, in terms of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules 2014, in the form of the annual report on CSR Activities is laid down in Annexure - B which forms part of this Report. STATUTORY DISCLOSURES None of the Directors of your Company is disqualified as per provision of section 164(2) of the Companies Act, 2013. The Directors of the Company have made necessary disclosures, as required under various provisions of the Companies Act, 2013.

CONFIRMATION ON NIL FRAUD, MISFEASANCE OR ANY IRREGULARITY IN THE COMPANY There were no instances of fraud, misfeasance or irregularity detected and reported in the Company during the financial year 2015-16. STATUTORY AUDITORS M/s. Price Waterhouse, Chartered Accountants was re-appointment as the Statutory Auditors of the Company to hold office from the conclusion of ensuing annual general meeting until the conclusion of the annual general meeting of the Company to be held for financial year 2016-2017 i.e. for a term of two financial years; subject to ratification of their appointment at every annual general meeting. The Company has received the consent from the Auditors and confirmation to the effect that they are not disqualified to be appointed as the Auditors of the Company in terms of the provisions of the Companies Act, 2013 and rules made thereunder. AUDITOR’S REPORT The Auditors’ Report is without any qualification, adverse remark, reservation or disclaimer. 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. However, with respect to few delays in the payment of undisputed statutory dues as stated in the Auditor’s Report ( not being in the nature of a qualification, adverse remark, reservation or disclaimer in the Report), the Company would like state that it is generally regular in depositing the statutory dues as per the timelines defined by the authorities. However, there were few instances wherein delays were observed in payment of Service tax, and the Company has paid the tax and an interest amount of Rs. 581,756/- to the Government. PARTICULARS OF INVESTMENTS, LOANS AND GUARANTEES During the year the Company has not made any investment, loans and guarantee in terms of provisions of section 186 of the Companies Act, 2013. RELATED PARTY TRANSACTIONS The particulars of contracts or arrangements with related parties referred to in Section 188 (1) of Act are provided in the Form AOC-2 under Annexure–C which forms part of this Report. All related party transactions that were entered into during the financial year were on an arm’s length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company which may have a potential conflict with the interest of the Company at large.

APPOINTMENT AND REMUNERATION POLICY The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Key Managerial Personnel and their remuneration and employee remuneration. Director’s Appointment and Remuneration The Board has adopted the Director’s Appointment and Remuneration Policy to regulate the appointment and remuneration of Directors (including the Independent Directors) based on the laws and regulations applicable on the Company. The Nomination & Remuneration Committee (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 objective is to have a Board with diverse background and experience in areas that is relevant for the company. In evaluating the suitability of individual Board member, the NRC will take into account multiple factors, including general understanding of the business, education, professional background, personal achievements, etc. Few important criteria against which each prospective candidate will also be evaluated are personal and professional ethics, integrity and values. He/she should be willing to devote sufficient time and effort in carrying out their duties and responsibilities effectively & must have the aptitude to critically evaluate management’s working as part of a team. Based on recommendation of the NRC, the Board will evaluate the candidate(s) and decide on the selection of the appropriate member. The form and amount of director’s remuneration will be recommended by the NRC to the Board for approval within the maximum amount permissible under the law. Employee directors will not be paid for Board membership in addition to their regular employee compensation. 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. KMP Appointment and Remuneration Policy The Board has adopted the KMP Appointment and Remuneration Policy to regulate the appointment and remuneration of KMP based on the laws and regulations applicable on the Company. The intent is to ensure the proper appointment and fairness in the remuneration process of the KMP of the Company and at the same time, to attract and retain the best suitable talent for the Company. The authority to identify right candidates for appointment of KMP’s is vested with the MD/Business Head, who, along with HR Head, will identify candidates internally or externally, basis which the NRC will propose to the Board for its approval for appointment along with proposed remuneration. The remuneration proposed will be consistent with the strategy of the company and in line with the comparable market and internal remuneration benchmarks.

In case of Business Head’s appointment and remuneration, NRC will initiate the process of identifying the new Business head and propose the candidature to Board for its approval for appointment. Business Head’s remuneration will be determined keeping in view the industry benchmark and the relative performance of the company to the industry performance; it will be proposed by NRC and subsequently approved by Board. In case of revision in remuneration of KMP post their appointment, the proposed revision is to be placed before the NRC for its approval/ratification, as the case may be. The remuneration proposed will be consistent with the strategy of the company and in line with the comparable market and internal remuneration benchmarks. OTHERS’ EMPLOYEES APPOINTMENT AND REMUNERATION Other employees’ appointment and remuneration is as per the HR policy of the Company. STATUTORY DISCLOSURES ON REMUNERATION OF EMPLOYEES The information as required in accordance with Section 197 read with Rule, 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended upto date, is appended herewith as Annexure–D and forms an integral part of this Report. RISK MANAGEMENT The Company, after the Board’s approval, has adopted a comprehensive risk management policy. The Risk Management Committee constituted by the Board is responsible for framing, implementing and monitoring various types of risks including strategic risk, operational risk, financial risk, compliance-regulatory-legal risk, reputational risk, investment risk, interest rate risk, market risk etc. The Company has laid down procedures to inform the Risk Management Committee members about risk assessment & mitigants to minimize the identified risks. This involves reviewing operations, processes & controls of the organization, identifying potential threats and likelihood of their occurrence, and taking appropriate actions to address the most likely threats. VIGIL MECHANISM/ WHISTLE BLOWER POLICY The Company has a vigil mechanism named Whistle Blower Policy (“Policy”) to deal with instances of unethical practices, fraud and mismanagement or gross misconduct with regards to business operations, if any that can lead to financial loss or reputational risk to the organization. The Company encourages any of its stakeholders to make disclosures whether they are Directors, permanent/contractual employees, customers, contractors, vendors, suppliers, customers or any other person having an association with the Company. The guidelines for making a disclosure require the person making a disclosure to do so in physical writing or email to the ombudsperson as per the details specified in the Policy. The ombudsperson acknowledges the receipt of the disclosure and takes appropriate action depending on whether or not it constitutes a malpractice. The Policy also provides for protection to the whistleblower as well as the procedure for investigation, decision

and reporting regarding a disclosure made. It is hereby confirmed that no personnel has been denied access to the Audit Committee. 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 Companies Act, 2013 (“Act”) that: (a) in the preparation of the annual financial statements for the year ended March 31,

2016, the applicable accounting standards have been followed along with proper explanation relating to material departures ;

(b) such accounting policies as mentioned in Note 2 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 March 31, 2016 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. 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 Companies Act, 2013 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 not earned any foreign exchange during the year under review. Further the amount of foreign exchange outgo is given below: Earnings : NIL Outgo : NIL SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS There were no significant material orders passed by regulators or courts impacting the Company’s going concern status and operations in future.

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’) 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. No cases of sexual harassment have been reported to nor investigated by the Internal Complaints Committee (ICC) during the year under review. HUMAN RESOURCES AND TRAINING Human Resources are the most valuable asset of the company and the company seeks to attract and retain the best available talent. In line with this philosophy, the company offers market competitive salaries and runs a comprehensive incentive program and sales contests to drive performance. Productive high performing employees are vital for the Company’s success and 33 employees were recognized through the recognition program of the organization introduced during the year. The Board values and appreciates the contribution and commitment of the employees towards performance of your company during the year. A total of 240 employees were covered in various behavioral, need based training and leadership development programs across locations during the year, resulting in a total of 317 learning mandays. The Company also sponsors its employees for various training programs and seminars including the training programs conducted by National Housing Bank in order to update their knowledge and keep them abreast of all the developments in their respective fields. ACKNOWLEDGEMENTS Your Directors would like to express their sincere appreciation for the co-operation and support received from the National Housing Bank, Regulatory Bodies, Customers and other Business Constituents during the year under review and also takes an opportunity to place on record their gratitude for the dedication and commitment of employees at all levels. Place: Noida By order of the Board of Directors Date: July 27, 2016 For Religare Housing Development Finance Corporation Limited Kavi Arora Anil Saxena Managing Director Director (01429165) (01555425)

Annexure-A

Extract of Annual Return Form MGT-9

1. Registration and other details of Company i) CIN:- U74899DL1993PLC054259 ii) Registration Date -30/06/1993 iii) Name of the Company- Religare Housing Development Finance Corporation Limited iv) Category / Sub-Category of the Company- Public Limited Company v) Address of the Registered office and contact details- D3, P3B, District Centre, Saket, New Delhi-110017, Ph- 011-39125000 vi) Whether listed company Yes / No- No vii) Name, Address and Contact details of Registrar and Transfer Agent, if any- Karvy Computershare Limited, Karvy Selenium Tower B, Plot 31-32, Gachibowli, Financial District, Nanakramguda, Hyderabad – 500 032 -Telangana State, Tel: 04067161500

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 Housing Finance 649 (Other financial service activities, except insurance and pension funding Activities)

96.06%

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 Finvest Limited

U74999DL1995PLC064132

Holding 87.5 2(46)

4. Shareholding Pattern of the Company -

a. Category-wise Share Holding- As per annexure-E b. Shareholding of Promoters- As per Annexure-E c. Change in Promoters’ Shareholding ( please specify, if there is no change)- NIL d. Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and

Holders of GDRs and ADRs)- As per Annexure-E e. Shareholding of Directors and Key Managerial Personnel: NIL (Kavi Arora, Anil

Saxena and Mr. Sunil Garg are holding shares as nominee of Religare Finvest Limited)

5. Indebtness

Indebtedness of the Company including interest outstanding/accrued but not due for payment (Amount in Rs.)

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

NA

i) Principal Amount 3,359,523,835 - 3,359,523,835

ii) Interest due but not paid

- -

- iii) Interest accrued but not due 108,873 -

108,873

Total (i+ii+iii) 3,359,632,708 - 3,359,632,708

Change in Indebtedness during the financial year

Addition 3,241,791,195 1,189,125,128 4,430,916,323

Reduction 230,478,341 450,000,000 680,478,341

Net change 3,011,312,854 739,125,128 3,750,437,982

Indebtedness at the end of the financial year

i) Principal Amount 6,370,835,939 739,125,127.78 7,109,961,067

ii) Interest due but not paid

- -

- iii) Interest accrued but not due 20,979,215 -

20,979,215

Total (i+ii+iii) 6,391,815,154 739,125,127.78 7,130,940,282

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: NIL

Sl. no.

Particulars of Remuneration Name of MD/WTD/ Manager

Total Amount

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

2 Stock Option

3 Sweat Equity

4 Commission - as % of profit - others, specify…

5 Others, please specify

6 Total (A)

7 Ceiling as per the Act

B. Remuneration to other directors: Sl. no.

Particulars of Remuneration Mr. R K Shetty Total Amount

1 1. Independent Directors * • Fee for attending board / committee meetings • Commission • Others, please specify

40,000 40,000

2 Total (1) 40,000

3 2. Other Non-Executive Directors • Fee for attending board / committee meetings • Commission • Others, please specify

NIL NIL

4 Total (2 NIL NIL

5 Total (B)=(1+2)

6 Total Remuneration 40,000 40,000

7 Overall Ceiling as per the Act**

*Rs. 40,000 paid as sitting fee for 2 board meetings each attended by Mr. R K. Shetty during 2015-2016

**In terms of the provisions of the Companies Act, 2013, the remuneration payable to directors other than executive directors shall not exceed 1% of the net profit of the Company.

Sl. no.

Particulars of Remuneration Mrs. Soundara Kumar

Total Amount

1 1. Independent Directors * • Fee for attending board / committee meetings • Commission • Others, please specify

60,000 60,000

2 Total (1) 60,000 60,000

3 2. Other Non-Executive Directors • Fee for attending board / committee meetings • Commission • Others, please specify

NIL NIL

4 Total (2 NIL NIL

5 Total (B)=(1+2)

6 Total Remuneration 60,000 60,000

7 Overall Ceiling as per the Act**

*Rs. 60,000 paid as sitting fee for 3 board meetings each attended by Mrs. Soundara Kumar during 2015-2016

**In terms of the provisions of the Companies Act, 2013, the remuneration payable to directors other than executive directors shall not exceed 1% of the net profit of the Company.

C. Remuneration to key managerial personnel other than MD/manager/WTD Sl. no.

Particulars of Remuneration Key Managerial Personnel CEO Company CFO Secretary

Total Amount

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

NIL Mr. Ankit Kumar Jain (Company Secretary) 16,65,587

NIL

2 Stock Option --

3 Sweat Equity --

4 Commission - as % of profit - others, specify…

--

5 Others, please specify --

6 Total 16,65,587

7. Penalties/punishment/compounding of offences- NIL Type

Section of the Companies Act

Brief Description

Details of Penalty / Punishment/ Compounding fees imposed

Authority [RD / NCLT / COURT]

Appeal made, if any (give Details)

A. COMPANY

Penalty

NIL NIL NIL NIL NIL Punishment

Compounding

B. DIRECTORS

Penalty NIL NIL NIL NIL NIL Punishment

Compounding

C. OTHER OFFICERS IN DEFAULT

Penalty NIL NIL NIL NIL NIL Punishment

Compounding

Place: Noida By order of the Board of Directors Date: July 27, 2016 For Religare Housing Development Finance Corporation Limited Kavi Arora Anil Saxena Managing Director Director (01429165) (01555425)

Annexure B FORMAT

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.

The 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. Company’s CSR policy is placed in its website www.religarehomeloans.com 2. The Composition of the CSR Committee.

1. Mr. R K Shetty- Member 2. Mr. Anil Saxena- Member 3. Mr. Sunil Kumar Garg- Member

3. Average net profit of the company for last three financial years Average net profit: Rs. 201,859,160/- 4. Prescribed CSR Expenditure (two per cent. of the amount as in item 3 above) Rs. 4,037,183 5. Details of CSR spent during the financial year.

a. Total amount to be spent for the financial year- Rs. 4,037,183 b. Amount unspent, if any- Rs. 2,943,370 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: Local area or 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*

1. Project Swavalamban Holistic Community development initiative for the underprivileged and marginalized sections

Health Sanitation Education Skill development & livelihood training

Delhi NCR Rs. 4,037,183

Rs. 1,093,813 (Direct Expenditure on Project)

Rs. 1,093,813

Rs. 1,093,813 (through implementing agency “Heal Foundation)

6. In case the company has failed to spend the two per cent of the average net profit of the last three financial years or any part thereof, the company shall provide the reasons for not spending the amount in its Board report. In compliance with Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules 2014, the Company has established a Corporate Social Responsibility (CSR) Committee. 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 CSR policy was adopted last year by the Company, Religare Housing Development Finance Corporation Limited (RHDFCL). The intent was to adopt a unified cause across the Religare Group and hence it was cascaded across all Group entities accordingly.

The focus of the CSR agenda was to create a consistent, holistic, sustainable development program for the marginalized, underprivileged urban poor. The Group engaged HEAL Foundation as the implementation partner and launched Project “Swavalamban”, essentially focused around the three developmental pillars of health, education and livelihood. The project was launched in May 2015 and to start with was operational in two pockets of Delhi NCR viz. Kapashera and Sangam Vihar.

The Company was required to spend CSR expenses of Rs. 4,037,183 under Section 135 of the Companies Act, 2013. However the Company has spent an amount of Rs. 1,093,813/- during the financial year 2015-2016. While the intent and focus of the Group has been clear, we were unable to spend and utilize in line with the committed amount.

During the course of the year the management team which was responsible for reviewing the progress of the project was not satisfied with the performance of the implementing partner. The team accordingly submitted its observations to the CSR Committee. Thereafter, upon further discussions and as directed by the Committee, a formal disengagement notice was served to HEAL foundation as per the terms of the MOU with them. The Group is currently evaluating other suitable options so that the CSR funds are utilized as per the CSR Policy in a meaningful and prudent manner. 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.

Kavi Arora Managing Director (01429165)

Anil Saxena, Sunil Kumar Garg, R K Shetty (01555425) (01179441) (01521858) (Members of CSR Committee)

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 arms- length transactions under third proviso thereto

1. Details of contracts or arrangements or transactions not at arm’s length basis - Not Applicable (a) Name(s) of the related party and nature of relationship (b) Nature of contracts/arrangements/transactions (c) Duration of the contracts / arrangements/transactions (d) Salient terms of the contracts or arrangements or transactions including the value, if any: (e) Justification for entering into such contracts or arrangements or transactions (f) Date(s) of approval by the Board, if any: (g) Amount paid as advances, if any: (h) Date on which the special resolution was passed in general meeting as required under first proviso to section 188

2. Details of material* contracts or arrangement or transactions at arm’s length basis- NIL

(a) Name(s) of the related party and nature of relationship- N.A. (b) Nature of contracts/arrangements/transactions-N.A. (c) Duration of the contracts / arrangements/transactions: N.A. (d) Salient terms of the contracts or arrangements or transactions including the value, if any: N.A. (e) Date(s) of approval by the Board, if any: N.A. (f) Amount paid as advances, if any: None

*Material contract means a transaction having value equal to or more than 10% of turnover of the Company as per last Audited Balance Sheet. Place: Noida By order of the Board of Directors Date: July 27, 2016 For Religare Housing Development Finance Corporation Limited Kavi Arora Anil Saxena Managing Director Director (01429165) (01555425)

RELIGARE HOUSING DEVELOPMENT FINANCE CORPORATION LIMITED

Disclosure of Directors and Employee remuneration pursuant to section 197 and rule 5 of the Companies (Appointment and remuneration of Managerial Personnel) Rules, 2014

a) The names of the Top ten employees in terms of remuneration drawn and the name of the employee who was in receipt of remuneration for that year which, in the aggregate, was not less than rupees one crore two lacs.

S. No. Name Age Designation/Nature of Duties

Gross Remuneration

(in Rs.) Days Qualificatio

n Experienc

e

Date of commencement of

Employment

Last Employment

1 Deepak Joshi 51 President & Chief Business Officer 366 BE (Civil,

PGDBM) 28 years 5-Oct-09 Religare Finvest Limited

2 Shreejit Menon 38 SVP & Head - Products & Distribution

366 B.Com, MMS (Master in

Management Studies-

Marketing)

15 years 19- Jan-2015

Muthoot Housing Finance Company Limited

3 Amit Doger 40 SVP - Risk and Credit 366

B.Com, MBA 14 Years 12-Feb-2015 AU Financiers India Pvt. Ltd

4 Vivek Meharwal 39

VP & Regional Head

366 M.Sc. MBA 15 Years 3-June-2013

Religare Finvest Limited

5 Ranjeet Kumar Mishra 36 VP & Regional Credit

Head

366 CA, ICWA 12 years 3-June-2013

Religare Finvest Limited

6 Ganesh Balu Kurumbal 41 VP & Regional Head

290 B.Sc. 20 years 16-June 2015 Equitas

(01429165) (01555425)

7 Ankit Kumar Jain 33

Sr. Manager - Compliance & Company

Secretary

366 B.Com (H),

LLB, CS 7 Years 28-Sep-2012

Educomp Solutions Limited

8 Sumit Aggarwal 35 State Head 366

B.Com 12 Years 15-Jan-2015 AU Financiers India Pvt. Ltd

9 Arun Jain 37 State Head 366

B.Sc. MBA 9 Years 5-June-2013 AU Housing Finance Ltd.

10 Suvrata Mishra 38 AVP - Operations

366 B.Com, PGDBM 14 years 5-October-2009

Religare Finvest Limited

b) Employed for part of the year and was in receipt of remuneration for any part of that year , at a rate which, in the aggregate, was not less than rupees eight lacs fifty thousand per month .

NIL

Notes:

- Gross Remuneration includes salary, allowances, Bonus, leave encashment, leave travel concession, reimbursement of medical expenses to employees and employer’s contribution to Provident Fund. In addition, the employees are entitled to gratuity/group insurance in accordance with Company’s Rules. - The appointment of above employee is non-contractual and is governed by the Company policy and rules. - The above employee is not a relative of any Director of the Company. - The Equity Shareholding of the above employee in the Company is NIL.

For and on behalf of the Board of Directors

Place : Noida Kavi Arora Anil Saxena

Date : July 27, 2016 Managing Director Director

Annexure-E Part IV. (MGT-9) Shareholding Pattern of the Company

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

34998250 0 34998250 87.50 34998250 0 34998250 87.50 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)

0 34998250 34998250 87.50 0 34998250 34998250 87.50 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)

0 34998250 34998250 87.50 0 34998250 34998250 87.50 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 34998250 34998250 87.50 0 34998250 34998250 87.50 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 36,590 36,590 0.09 0 36,590 36,590 0.09 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) Foreign Trusts

0 49,63,160 49,63,160 12.41 0 49,63,160 49,63,160 12.41 0

Sub-total B(2) 0 4999750 4999750 12.50 0 4999750 4999750 12.50 0

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

0 39998000 39998000 100 0 39998000 39998000 100 0

Total = A + B 0 39998000 39998000 100 0 39998000 39998000 100 0 *Equity Shares are held as nominee of Religare Finvest 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/ encumbere

d to total shares

No. of Shares*

% of Total

Shares of the

Company

% of Total Shares

pledged/ encumbere

d to total shares

1 Religare Finvest Limited

34998250 87.5% NIL 34998250 87.5% NIL 0

Total 34998250 87.5% NIL 34998250 87.5% NIL 0

*Equity shares includes the shareholding held by 6 individual nominee shareholders of Religare Finvest Limited III. Change in Promoters’ Shareholding (please specify, if there is no change): 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

At the beginning of the year

There is no change in the Promoter’s Shareholding between 01.04.2015 to 31.03.2016

Data wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus / sweat equity etc) :

At the End of the Year

IV. Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs): N.A.

S.No. For each of the Top 10

Shareholders

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.

At the beginning of the year: Maharishi Housing Development Trust Mr. Anand Prakash Srivastava Mr. Deepak Jain Mr. Sanjay Srivastava Mr. Manoj Srivastava Mrs. Nishi Srivastava Mr. Rajeev Arora Mr. Chattar Pal Sharma Ms. Aditi Srivastava

49,63,160

36,568

5 3 3 3 3 3 2

12.41

0.09

Negligible Negligible Negligible Negligible Negligible Negligible Negligible

49,63,160

36,568

5 3 3 3 3 3 2

12.41

0.09

Negligible Negligible Negligible Negligible Negligible Negligible Negligible

2.

Data wise increase / decrease in Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus / sweat equity etc):

NIL

3.

At the end of the year (or on the date of separation, if separated during the year) Maharishi Housing Development Trust Mr. Anand Prakash Srivastava Mr. Deepak Jain Mr. Sanjay Srivastava Mr. Manoj Srivastava Mrs. Nishi Srivastava Mr. Rajeev Arora Mr. Chattar Pal Sharma Ms. Aditi Srivastava

49,63,160

36,568 5 3 3 3 3 3 2

12.41

0.09 Negligible Negligible Negligible Negligible Negligible Negligible Negligible

49,63,160

36,568 5 3 3 3 3 3

2

12.41

0.09 Negligible Negligible Negligible Negligible Negligible Negligible

Negligible

V. Shareholding of Directors and Key Managerial Personnel:

S.No.

For each of the Directors and KMP

Shareholding Cumulative Shareholding during the year

No. of Share % of Total Shares of the Company

No. of Shares % of Total Shares of the Company

At the beginning of the year

Anil Saxena* Sunil Kumar Garg* Kavi Arora*

10 10 10

Negligible Negligible Negligible

10 10 10

Negligible Negligible Negligible

Data wise Increase / Decrease in Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus / sweat equity etc) :

NIL

At the End of the Year

Anil Saxena* Sunil Kumar Garg* Kavi Arora*

10 10 10

Negligible Negligible Negligible

10 10 10

Negligible Negligible Negligible

*Holding as nominee of Religare Finvest Limited By order of the Board of Directors For Religare Housing Development Finance Corporation Limited Place: Noida Date: July 27, 2016 Kavi Arora Anil Saxena Managing Director Director (01429165) (01555425)