Dear Members,
 
 Religare Enterprises Limited
 
 The Directors have pleasure in presenting this 27th Annual Report on
 the business and operations of the Company together with Audited
 Accounts for the financial year ended March 31, 2011.
 
 FINANCIAL RESULTS
 
 The highlights of standalone and consolidated financial results of the
 Company for the Financial Years (FY) 2010-11 and 2009-10 are as under:
 
 PARTICULARS                           STANDALONE       CONSOLIDATED
 
                                (Rupees in Million)  (Rupees in Million)
 
                                  2010-11   2009-10    2010-11    2009-10
 
 Total Income                    1,267.70  1,356.96  29,835.15  16,752.21
 
 Total Expenditure               1,161.62    673.77  31,822.83  14,778.05
 
 Profit / (Loss) before Tax 
 and Prior Period Adjustments      106.08    683.19  (1,987.68)  1,974.16
 
 Net Profit / (Loss) after Tax      50.96    555.16  (2,945.32)    971.46
 
 Adjustment: Minority Interest/ 
 Joint Venture                          -         -     (59.88)     (2.22)
 
 Net Profit / (Loss) for the year   50.96    555.16  (3,005.20)    969.24
 
 Brought forward Balance           142.53    (65.09)    970.14     348.44
 
 Profit available for 
 appropriation                     193.49    490.07  (2,035.06)  1,317.68
 
 Appropriation:
 
 General Reserve                        -     43.54          -      43.54
 
 Final / Interim Dividend               -    304.00          -     304.00
 
 Statutory Reserve                  10.19         -      10.19          -
 
 Surplus / (Deficit) Carried 
 to Balance Sheet                  183.30    142.53  (2,045.25)    970.14
 
 OPERATIONS
 
 We recorded ''Loss before Tax'' of Rs. 1,987.68 million for Financial
 Year 2010-2011 as compared to ''Profit before Tax'' of Rs. 1,974.16
 million for Financial Year 2009-2010. ''Loss after Tax after Minority
 Interest'' was Rs. 3,005.20 million for Financial Year 2010-2011 as
 compared to ''Profit after Tax after Minority Interest'' Rs. 969.24
 million for Financial Year 2009-2010. Consequently basic earnings
 (losses) per share decreased to Rs. (22.98) in Financial Year 2010-2011
 from Rs. 11.25 in Financial Year 2009-2010.
 
 MANAGEMENT DISCUSSION AND ANALYSIS REPORT
 
 Management''s Discussion and Analysis Report for the year under review,
 as stipulated under Clause 49 of the Listing Agreement with the Stock
 Exchanges, is presented in a separate section and forms part of the
 Directors'' Report.
 
 DIVIDEND
 
 Keeping in view the future expansion plans and capital requirements of
 the Company, the Board of Directors believe it is necessary to conserve
 cash flow and thereby do not recommend any Dividend for the financial
 year ended March 31, 2011.
 
 SUBSIDIARIES
 
 As per Section 212 of the Companies Act, 1956 (the Act) it is
 required to attach the Balance Sheet, Profit and Loss Account,
 Directors'' Report, and Auditors'' Report of your Company''s subsidiaries
 to the Annual Report of your Company.  The Ministry of Corporate
 Affairs, Government of India vide its circular no. 2/2011 dated
 February 8, 2011 has exempted Companies from complying with the
 provisions of Section 212 subject to compliance of conditions stated in
 the circular. In compliance with requirement of aforesaid circular the
 Board of Directors has passed a resolution in its meeting held on
 February 14, 2011, for not attaching the documents of the subsidiaries
 of your Company as prescribed under Section 212(1) of the Companies
 Act, 1956. Accordingly, the Annual Report of the Company for the
 financial year 2010-2011 does not contain the Annual Accounts of your
 Company''s subsidiaries. However, the Annual Accounts of the subsidiary
 companies and the related detailed information are open for inspection
 by any member/investor and your Company will make available those
 document/details upon request by any member or investor of the Company
 or its subsidiary companies who may be interested in obtaining the
 same. Further, pursuant to Accounting Standard AS-21 issued by the
 Institute of Chartered Accountants of India, Consolidated Financial
 Statements presented by your Company includes financial information of
 its subsidiaries duly audited by the Statutory Auditors and the same is
 published in your Company''s Annual Report. The financial information of
 the subsidiary companies, as required by the said circular, is
 disclosed in the Annual Report.
 
 MAJOR EVENTS
 
 Some of the major events during the period under review include-
 Registration as a Systemically Important Non-deposit Taking Non-Banking
 Financial Company (NBFC)
 
 Pursuant to earlier exemption granted in this regard being withdrawn by
 the Reserve Bank of India (RBI), your Company had applied and was
 registered with the Reserve Bank of India as a Non-Banking Financial
 Institution (non- deposit taking) under section 45 IA of the RBI Act,
 1934. In terms of the provisions of Non-Banking Financial (Non- Deposit
 Accepting or Holding) Companies Prudential Norms (Reserve Bank)
 Directions, 2007, your company has been categorised as a ''Systemically
 Important Non-Deposit taking Non-Banking Financial Company'' having
 total assets of Rs. 100 crore and above. The Company has not accepted
 public deposits during the year under review.
 
 Your Company has subsequently applied to the Reserve Bank of India
 (RBI) for registration as Core Investment Company in terms of the
 revised Regulatory Framework for Core Investment Companies (CICs)
 issued by RBI on January 5, 2011 in continuation of erstwhile
 Regulatory Framework for Core Investment Companies (CICs) issued by RBI
 on August 12, 2010. The Company''s application is in procees at the RBI.
 
 Emerging Markets Investment Banking Platform
 
 Setting up subsidiary in Australia
 
 Your Company, through its subsidiary Religare Capital Markets Limited
 (RCML) / its subsidiaries, has set up a subsidiary namely Religare
 Securities Australia Pty Limited (formerly known as Relsec Australia
 Pty Limited) (Religare Australia) with effect from October 12, 2010.
 Religare Australia is proposed to be engaged in the business of stock
 broking in Australia and is awaiting grant of license by the concerned
 regulator for launch of its business.
 
 Acquisition of stake in Bartleet Mallory Stockbrokers (Private) Limited
 
 Your Company, through its subsidiary RCML / its subsidiaries, acquired
 50% stake in Bartleet Mallory Stockbrokers (Private) Limited, Sri Lanka
 (BMSPL) with effect from November 4, 2010. BMSPL, being a joint
 venture with a reputed Bartleet Group of Sri Lanka, is engaged in the
 business of stock broking and is regulated by the Securities and
 Exchange Commission and is a member of the Colombo Stock Exchange.
 
 Acquisition of Aviate Global (Kyte Management Limited)- Hong Kong and
 Singapore
 
 Your Company,through its subsidiary RCML / its subsidiaries, acquired
 100% stake in Kyte Management Limited acting through its operating
 subsidiaries Central Joint Enterprises Limited (now known as Religare
 Capital Markets (Hong Kong) Limited) [RCMHK] and Central Joint
 Enterprises Pte Limited (now known as Religare Capital Markets
 (Singapore) Pte Limited [RCMSP]), both earlier trading as Aviate
 Global with effect from December 9, 2010. Both RCMHK and RCMSP are
 engaged in the business of institutional broking activities and are
 regulated by the Securities and Futures Commission of Hong Kong and the
 Monetary Authority of Singapore, respectively.
 
 Acquisition of Barnard Jacobs Mellet (UK) Limited and Barnard Jacobs
 Mellet (USA) LLC
 
 Your Company, through RCML / its subsidiaries, acquired 100% stake each
 in Barnard Jacobs Mellet (UK) Limited (now known as Religare Capital
 Markets (EMEA) Limited) [RCMEMEA] and Barnard Jacobs Mellet (USA) LLC
 (now known as Religare Capital Markets (USA) LLC) [RCMUS] with effect
 from December 14, 2010 and January 25, 2011, respectively. RCMEMEA and
 RCMUS are engaged in the business of stock broking and are regulated by
 the Financial Services Authority of United Kingdom and FINRA,
 respectively.
 
 Global Assets Management Platform
 
 Acquisition of Northgate Capital LLC and Northgate Capital LP
 
 Your Company through its subsidiary in USA viz. Religare Global Asset
 Management Inc acquired 70% stake each in Northgate Capital LLC and
 Northgate Capital LP (both referred as Northgate Capital) with effect
 from December 01, 2010. Northgate Capital is engaged in the business of
 Investment Advisory services and is regulated by the Securities and
 Exchange Commission and the Financial Industry Regulatory Authority of
 United States of America (FINRA).
 
 Acquisition of Landmark Partners LLC
 
 The Company through its subsidiary in USA viz. Religare Global Asset
 Management Inc. acquired 55% stake in Landmark Partners LLC on April
 18, 2011. Landmark Partners was incorporated in the United States in
 1989, and is a leading private equity and real estate investment
 advisory company. Landmark Partners was chosen as the Best Secondaries
 Firm in North America for the years 2009 and 2010 by Private Equity
 International.
 
 Investment in Investment Professionals Limited
 
 Your Company, through its subsidiary in USA viz. Religare Global Asset
 Management Inc. acquired a minority stake in Investment Professionals
 Limited (IPRO) in May, 2011. Founded in 1992, IPRO is an investment
 management services company based in Mauritius. IPRO has in excess of
 US$ 300 million of assets under management with a diversified client
 base.
 
 Commencement of Health Insurance Business
 
 Your Company intends to commence health insurance business in India in
 the near future. A Subsidiary of your Company, Religare Health
 Insurance Company Limited, has obtained an R1 approval bearing letter
 reference 150/ Religare Health/ NL/10-11 dated January 6, 2011 from the
 IRDA and has applied for R2 registration by its application dated
 January 10, 2011.
 
 CHANGES IN CAPITAL STRUCTURE
 
 During the financial year ended March 31, 2011, the Company allotted
 56,17,977 equity shares on preferential basis and 56,17,977 equity
 shares pursuant to the conversion of warrants to a promoter group
 entity. Subsequently, open offer was made by a promotor group entity in
 accordance with Regulation 11 (2) of Securities and Exchange Board of
 India (Substantial Acquisition of Shares and Takeovers) Regulations,
 1997 for the purpose of acquisition of shares and voting rights of the
 Company. Pursuant to the completion of open offer the shareholding of
 promoters/promoter group entities in the Company increased to
 approximately 70%.
 
 Further, consequent to the vesting and exercise of options granted
 under the Employees Stock Option Scheme – 2006 (ESOS), the Committee
 has allotted 384,788 Equity Shares during the period April 1, 2010 to
 March 31, 2011 to the eligible employees.
 
 Consequently, the issued, subscribed and paid up equity share capital
 increased from Rs. 127.81 Crore (March 31, 2010) to Rs. 139.43 Crore as
 at March 31, 2011.
 
 RIGHTS ISSUE
 
 On May 6, 2011, the Company has filed with the Securities and Exchange
 Board of India, a Draft Letter of Offer (DLOF) for issue of further
 shares to existing shareholders on a rights basis, for a total issue
 size of up to Rs. 8,000 million, with the option to increase the size
 of the issue by up to 10%. The proceeds of the issue will be utilized
 for making investments in some of our subsidiaries and joint ventures
 and for general corporate purposes. The Company has received advance
 against share application of Rs. 4,000 million subsequent to the filing
 of DLOF which has been deployed as per the Objects of the Issue.
 
 CAPITAL ADEQUACY
 
 As against the minimum prescribed Capital Adequcy Ratio (CAR) of 15% as
 set out by the Reserve Bank of India (RBI), the Company has a healthy
 CAR of 37.49% as on March 31, 2011.
 
 RELIGARE ENTERPRISES LIMITED EMPLOYEES STOCK OPTION SCHEMES - 2006 &
 2010
 
 Details as required under the Securities and Exchange Board of India
 (Employees Stock Option Scheme and Employees Stock Purchase Scheme)
 Guidelines, 1999, of Religare Enterprises Limited Employees Stock
 Option Scheme, 2006 and Religare Enterprises Limited Employees Stock
 Option Scheme, 2010 are disclosed in the Report on Corporate Governance
 and form part of the Director''s Report.
 
 DIRECTORS
 
 Mr. Malvinder Mohan Singh, Chairman & Mr. Shivinder Mohan Singh,
 Director of the Company resigned from the Board of Directors of the
 Company with effect from April 6, 2010. The Board of Directors placed
 on record their appreciation for the valuable services and guidance
 provided by them during their tenure as Directors of the Company.  The
 Board also places on record its appreciation for the faith reposed by
 the promoters in the team of professionals leading the management, an
 event which could turn out to be a path breaking trend in the history
 of Indian businesses.
 
 Mr. Sunil Godhwani (earlier CEO & Managing Director) was appointed as
 Chairman of the Board with effect from April 6, 2010. Further, the
 Board of Directors and shareholders re-appointed Mr. Sunil Godhwani as
 Managing Director of the Company with effect from April 8, 2010 for a
 period of three years.
 
 Mr. Shachindra Nath and Mr. Anil Saxena were appointed as Additional
 Directors of the Company on April 6, 2010 and were also appointed as
 Directors within the meaning of Section 269 read with Section 2 (26)
 and Schedule XIII to the Companies Act, 1956 (the Act), on April 26,
 2010 effective from April 6, 2010.
 
 Mr. Stuart D Pearce & Ms. Kathryn Matthews were appointed as Additional
 Directors of the Company with effect from July 6, 2010 and were
 appointed as Directors within the meaning of Section 257 of the
 Companies Act, 1956 with effect from August 11, 2010
 
 Mr. Ravi Umesh Mehrotra was appointed as an Additional Director of the
 Company with effect from February 14, 2011.
 
 In accordance with the provisions of the Companies Act, 1956, Mr. Ravi
 Umesh Mehrotra, in his capacity as Additional Director, will cease to
 hold office at the ensuing Annual General Meeting.
 
 The Company has received Notice along with requisite fee from a Member
 under Section 257 of the Act proposing the candidature of Mr. Ravi
 Umesh Mehrotra for the office of Director(s) of the Company. The Board
 recommends his appointment which is required to be approved by the
 Shareholders at the ensuing Annual General Meeting.
 
 In accordance with the provisions of the Act and Articles of
 Association of the Company, Mr. Harpal Singh and Mr.  Padam Bahl are
 liable to retire by rotation as Directors at the ensuing Annual General
 Meeting and being eligible have offered themselves for re-appointment.
 
 Brief resume of the Directors proposed to be appointed and
 re-appointed, nature of their expertise in specific functional areas
 and names of companies in which they hold directorships and
 memberships/chairmanships of Board Committees and number of shares held
 in the Company, as stipulated under Clause 49 of Listing Agreement
 entered into with Stock Exchanges, are provided in the Report on
 Corporate Governance forming part of the Annual Report.
 
 EVALUATION OF PERFORMANCE OF BOARD OF DIRECTORS
 
 The Directors of your Company are in a fiduciary position, empowered to
 oversee the management functions with a view to ensure its
 effectiveness and enhancement of shareholders value. The Board reviews
 and approves management''s strategic plan & business objectives and
 monitors the Company''s strategic direction.
 
 The Board provides and critically evaluates strategic direction of your
 Company, management policies and their effectiveness. Their remit is
 also to ensure that the long-term interests of the shareholders are
 being served. The agenda for Board reviews include strategic review
 from each of the Board committees, a detailed analysis and review of
 annual strategic and operating plans. Additionally, the Board reviews
 financial reports from the Group CFO and business reports from the
 business heads. Frequent and detailed interaction sets the agenda and
 provides the strategic roadmap for the future growth of your Company
 including its wholly owned subsidiaries.
 
 Independent Directors are appointed not merely to fulfill the statutory
 requirement but for their diverse skills and experience, international
 perspective as well as the external objectivity that each of them bring
 to effectively perform their role to provide strategic direction and
 guidance and provide constructive support to management by asking the
 right questions and generating quality debates and discussions on major
 decisions. The Company has constituted Nomination Committee of the
 Board of Directors to ensure ''fit and proper'' status of
 proposed/existing Directors. The Board of Directors is at the core of
 your company''s corporate governance practice and oversees how the
 management serves and protects the long term interests of the
 stakeholders. Your Directors believe that an active, well informed and
 independent Board is necessary to ensure highest standards of corporate
 governance.
 
 AWARDS AND RECOGNITION
 
 Your Company and its subsidiaries have received recognition by way of
 several awards across the businesses during the year. Some of them are
 listed below:
 
 - Mr. Sunil Godhwani, Chairman and Managing Director of your Company,
 was conferred the Indian Business Leader of the Year award at the
 Global Indian Business Meeting hosted by Horasis, in Madrid, Spain in
 2010;
 
 - Religare Commodities Limited, a wholly owned subsidiary of your
 company has been awarded the Best Commotity Broker of the year at the
 Bloomberg UTV''s financial leadership awards in March 2011;
 
 - Religare Capital Markets Limited, a wholly owned subsidiary of your
 company, has been awarded the Starmine award for the ''Best Brokerage
 Research House'' by Thomson Reuters in March, 2011;
 
 - Your Company was presented with the ''Best Retail Marketing Campaign
 of the Year, 2010'' at Asia Retail Congress;
 
 - Your Company was awarded the ''Master Brand Award'' for 2011 and ''Best
 Marketing Campaign of the Year'' at the World Brand Congress, 2010;
 
 - Religare Securities Limited a wholly owned subsidiary of your
 company, was awarded the ''Best Broking House with a Global Presence'' by
 Dun and Bradstreet;
 
 - Religare Tax Plan was awarded the first runner up award at the NDTV
 Mutual Fund Awards in the ''Equity Tax Plan'' category by NDTV Profit in
 September, 2010;
 
 - Religare Capital Markets Limited was awarded the ''Best Deal in the
 Health Care'' category for Fortis Health Care Limited''s acquisition of a
 stake in Parkway Holdings Limited by the M&A Advisor in September,
 2010;
 
 - Your Company was awarded the Greentech HR Excellence Awards in the
 following two categories: (i) Innovation in Recruitment and (ii)
 Technology Excellence in HR by Greentech Foundation in 2010.
 
 FIXED DEPOSITS
 
 Your Company has neither invited nor accepted any deposits from public
 within the meaning of Section 58A of the Companies Act, 1956 read with
 Companies (Acceptance of Deposit) Rules, 1975 during the year under
 review.
 
 Your Company is registered as a non deposit taking Non-Banking
 Financial Institution (NBFI) vide Certificate No. N- 14.03222 dated
 June 18, 2010 issued by the Reserve Bank of India (RBI). Further, in
 terms of revised Regulatory framework for Core Investment Companies
 (CIC) issued by the RBI on January 5, 2011, the Company has applied
 to RBI for registration as a Systemically Important Non-deposit taking
 Core Investment Company (CIC-ND-SI).
 
 LISTING WITH STOCK EXCHANGES
 
 The Equity Shares of the Company are listed on National Stock Exchange
 of India Limited and Bombay Stock Exchange Limited. The annual listing
 fees for the year 2011-12 has been paid to these Exchanges.
 
 CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION
 
 In view of the nature of activities which are being carried on by the
 Company, the particulars as prescribed under Section 217(1)(e) of the
 Companies Act, 1956 read with Companies'' (Disclosures of Particulars in
 the Report of the Board of Directors) Rules, 1988 regarding
 Conservation of Energy and Technology Absorption are not applicable to
 the Company.
 
 FOREIGN EXCHANGE EARNINGS AND OUTGO
 
 The Company has incurred expenditure of Rs. 51.18 Million (Previous
 Year: Rs. 66.90 Million) in Foreign Exchange and earned Nil (Previous
 Year: Nil) in Foreign Exchange during the year under review on a
 standalone basis.
 
 DIRECTORS'' RESPONSIBILITY STATEMENT
 
 In terms of provisions of Section 217(2AA) of the Companies Act, 1956,
 your Directors confirm that:
 
 (i) In the preparation of the annual accounts, the applicable
 accounting standards have been followed along with proper explanations
 relating to material departures, wherever applicable;
 
 (ii) The Directors have selected such accounting policies and applied
 them consistently and made judgments and estimates 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, 2011, and of the profit of the Company
 for the year;
 
 (iii) The Directors have taken proper and sufficient care for the
 maintenance of adequate accounting records in accordance with the
 provisions of this Act for safeguarding the assets of the Company and
 for preventing and detecting fraud and other irregularities; and
 
 (iv) The Directors have prepared the annual accounts on a ''going
 concern'' basis.
 
 CORPORATE GOVERNANCE
 
 The Company is committed to uphold the highest standards of Corporate
 Governance and adhere to the requirements set out by the Securities and
 Exchange Board of India.
 
 A detailed report on Corporate Governance along with the Certificate of
 M/s Sanjay Grover & Associates, Company Secretaries, confirming
 compliance of conditions of Corporate Governance as stipulated under
 Clause 49 of the Listing Agreement with the Stock Exchanges forms part
 of the Annual Report.
 
 AUDITORS
 
 M/s Price Waterhouse, Chartered Accountants, retires as Statutory
 Auditors of the Company at the conclusion of the ensuing Annual General
 Meeting and have confirmed their eligibility and willingness to accept
 the office of the Statutory Auditors, if re-appointed.
 
 AUDITORS'' REPORT
 
 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.
 
 STATEMENT OF PARTICULARS OF EMPLOYEES
 
 Statement of particulars of employees as required under Section 217(2A)
 of the Companies Act, 1956 (the Act) and Rules framed there under forms
 part of this Report. However, in terms of the provisions of Section
 219(1)(b)(iv) of the Act, this Report and Accounts are being sent to
 all the Shareholders excluding the Statement of particulars of
 employees under Section 217(2A) of the Act. Any shareholder interested
 in obtaining a copy of the statement may write to the Company Secretary
 at the Registered Office of the Company.
 
 HUMAN RESOURCES
 
 Your Company believes in today''s evolving competitive business
 environment its employees are the key differentiators.  Our people are
 central to who we are and thus we have built a strong alignment between
 our employee''s and our organization''s vision & value framework. We have
 directed efforts to build a fine balance between an employees''
 perspective of being an organization which is ''caring'' and ''rewarding''
 and an employer''s perspective of being ''performing'' and ''progressive''.
 Internal & external cost effective models are designed to meet our ever
 growing demand for talent. Fair and transparent performance management
 processes have been instituted to differentiate, reward & recognize
 employees based on meritocracy. Our employee partnership ethos reflects
 the Company''s long- standing business principles and drives the
 company''s overall performance. While we have continued to equip
 employees with the necessary skills and attitude to deliver on their
 current job responsibilities, the prime focus has been to identify,
 assess, groom and build leadership potential for future.
 
 ACKNOWLEDGEMENTS
 
 Your Directors would like to express their sincere appreciation for the
 co-operation and assistance received from the Bankers, Regulatory
 Bodies, stakeholders including Financial Institutions, Distributors and
 other business associates who have extended their valuable sustained
 support and encouragement during the year under review.
 
 Your Directors take this opportunity to recognize and place on record
 their gratitude and appreciation for the commitment displayed by all
 executives, officers and staff at all levels of the Company. We look
 forward for your continued support in the future.
 
                                  By order of the Board of Directors
 
                                    For Religare Enterprises Limited
 
                                                                Sd/-
 
                                                      Sunil Godhwani
 
 Place : New Delhi                      Chairman & Managing Director
 
 Date : June 29, 2011