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Reliance Capital Ltd			Industry : Finance & Investments


BSE Code:	500111	NSE Symbol:	RELCAPITAL	P/E(TTM):	0

ISIN Demat:	INE013A01015	Div & Yield %:	0	EPS(TTM):	0

Book Value(Rs):	-422.906396	Market Cap ( Cr.):	297.94	Face Value(Rs):	10

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Dear Shareowners,

The Administrator present the 38^th Annual Report and the audited financial statement for the financial

March 31, 2024.

Financial Performance and State of Company's Affair

The Financial performance of the Company for the financial year ended March 31, 2024 is summarised below:

(Rs in lakh)

Particulars	Standalone		Consolidated
	March	March 31,	March	March 31,
	31, 2024	2023*	31, 2024	2023*
Total Revenue	5 272	2 098	24 44 367	19 31 295
Profit / (Loss) Before	(23 273)	(1 70 770)	48 701	(1 65 427)
Tax
Tax Expense	-	-	4 536	10 514
Profit / (Loss) After	(23 273)	(1 70 770)	44 165	(1 75 941)
Tax
Closing surplus /	(21 77	(21 54	(22 21	(22 81
(deficit) in statement	807)	534)	134)	012)
of profit and loss
Transfer to Statutory	-	-	-	-
reserve fund**

* Previous year figures has been regrouped / reclassified wherever required.

**No amount was transferred to the Statutory Reserve Fund pursuant to Section 45-IC of the Reserve Bank of India Act, 1934, as the Company has incurred loss during the year

Corporate Insolvency Resolution Process

The Reserve Bank of India ("RBI") vide Press Release dated November 29, 2021 in exercise of the powers conferred under Section 45-IE (1) of the Reserve Bank of India Act, 1934 ("RBI Act"), superseded the Board of Directors of the Company on November 29, 2021 and appointed Shri Nageswara Rao Y, ex-Executive Director of Bank of Maharashtra as the Administrator ("Administrator") of the Company under Section 45-IE (2) of the RBI Act. Further, in terms of Section 45-IE(4)(b) all the powers, functions and duties, which may, by or under the provisions of the RBI Act or any other law for the time being in force, be exercised and discharged by or on behalf of the Board of Directors of the Company or by a resolution passed in general meeting of the Company, shall, until the Board of Directors of the Company is reconstituted, be exercised and discharged by the Administrator.

Thereafter RBI vide press release dated November 30, 2021 in exercise of its powers conferred under Section 45-IE (5) of RBI Act constituted a three-member advisory committee to assist the Administrator in the discharge of his duties. The Advisory Committee was dissolved by RBI with effect from February 27, 2024.

On December 02, 2021 the RBI filed a petition before the

Hon'ble National Company Law Tribunal, Mumbai Bench ("NCLT"/"Adjudicating Authority") ("NCLT) under Section 227 read with Section 239(2)(zk) of the Insolvency and Bankruptcy Code, 2016 ("Code") read with Rule 5 and 6 of the Insolvency and Bankruptcy (Insolvency and Liquidation Proceedings of Financial Service Providers and Application to Adjudication Authority) Rules, 2019 ("FSP Rules") to initiate Corporate Insolvency Resolution Process ("CIRP") against the Company. Thereafter, CIRP was initiated against the Company by an order of the NCLT dated December 06, 2021. The NCLT videyear ended the said order, appointed the Administrator to perform all the functions of a resolution professional to complete the CIRP of the Company as required under the provisions of the Code and declared a moratorium.

Thereafter, the resolution plan submitted by IndusInd International Holdings Limited ("IIHL"), for the acquisition of the Company on a going concern basis was approved ("Approved Resolution Plan") by the Hon'ble NCLT vide its order dated February 27, 2024 ("NCLT Approval Order"). A Monitoring Committee ("MC") has been constituted in terms of the Approved Resolution Plan and MC is the decision-making committee to do all such acts, deeds, matters and things which shall be required for implementation of the Approved Resolution Plan including but not limited to transfer of assets or investments as articulated in the Approved Resolution Plan. The MC comprises of (a) three representatives nominated by IIHL; (b) three representatives nominated by the Financial Creditors and (c) the Administrator. The Administrator is currently acting as the Chairperson of the MC.

A detailed summary highlighting significantportions of the the Approved Resolution Plan along with the NCLT Approval Order has been intimated to the stock exchanges where the securities of the Company are listed, vide letter dated February 28, 2024 and the same is available on the website of the Company and Stock Exchanges.

Upon implementation of the Approved Resolution Plan the entire existing share capital of RCL is proposed to be cancelled and extinguished for NIL consideration by virtue of the NCLT Approval Order such that IIHL and/or the Implementing Entity, and its nominees, are the only shareholders of RCL.

Further, IIHL has filed an application with Hon'ble NCLT for seeking an extension of 90 days from May 27, 2024, for the implementation of the Approved Resolution Plan. The Hon'ble NCLT, by and under its order dated July 23, 2024, partly allowed the said application ("July 23 Order"). On July 30, 2024, IIHL has filed another Interlocutory Application being IA No. 3853 of 2024 inter alia seeking modification of the July 23

Order in order to seek certain directions for implementation of the Approved Resolution Plan. Pursuant to the directions of the Hon'ble NCLT contained in its order dated August 8, 2024, in afore referred I.A. No. 3853 of 2024, Aasia Enterprises LLP deposited an amount of Rs 250 crore in the onshore account as designated by COC and another sum of USD 298 million equivalent to Rs 2,500 crore was deposited by IIHL BFSI (India) Limited (Mauritius) in the offshore account as designated by

COC. The said matter is presently pending before NCLT, The Administrator, IIHL, Monitoring Committee and Committee of Creditors are working towards successful implementation of Approved Resolution Plan.

Resources and Liquidity

The Company has not borrowed any funds since August 2019.

Core Investment Company

The Company is a Core Investment Company (‘CIC') registered with Reserve Bank of India under the Master Direction – Core Investment Companies (Reserve Bank) Directions, 2016.

Dividend

Owing to the loss incurred by your Company for the financial year under review, no dividend has been declared recommended on Equity Shares for the financial year ended March 31, 2024.

Management Discussion and Analysis

Management Discussion and Analysis Report for the year under review as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the ‘Listing Regulations') and Master Direction – Core Investment Companies (Reserve Bank) Directions, 2016 is presented in a separate section, forming part of this Annual Report.

Deposits

The Company has neither accepted nor renewed any fixed deposits during the year. There are no unclaimed deposits, unclaimed / unpaid interest, refunds due to the deposit holders or to be deposited to the Investor Education and Protection Fund as on March 31, 2024.

Particulars of Loans, Guarantees or Investments

The Company is registered as Core Investment Company with RBI. Thus, the provision of Section 186 except sub-section (1) of the Companies Act 2013 (‘the Act') is not applicable to the Company.

Promoter and Persons belonging to Promoter Group

The Company had during the financial year 2022-23 received a request from ‘Promoter and Persons belonging to Promoter Group' of the Company, seeking reclassification as ‘Public' under Regulation 31A of the Listing Regulations. The Promoter and Persons belonging to Promoter Group seeking reclassification, together hold Company constituting approximately 0.88%, which is not more than one percent of the total voting rights in the Company. The Company had submitted the application with respect to reclassification under Regulation 31A(3) of the Listing

Regulations with the stock exchanges viz. BSE Limited and the National Stock Exchange of India Limited and response from the stock exchanges is awaited.

Subsidiary and Associate companies

During the year under review, there are no companies which have become Subsidiary / Associate company of the

Company. The summary of the performance and financial position of each of the subsidiary and associate companies are presented in Form AOC-1 and of major subsidiaries and associates are mentioned in Management Discussion and Analysis Report forming part of this Annual Report. Also, a report on the performance and financial position of each of the subsidiary and associate companies as per the Act is provided in the consolidated financial statement. The Policy for determining material subsidiary companies may be accessed on the Company's website at https://www.reliancecapital. co.in/pdf/Policy-for- Determination-of-Material-Subsidiary.pdf.

Standalone and Consolidated Financial Statement

The audited financial statement of the Company drawn up, both on standalone and consolidated basis, for the financial year ended March 31, 2024, are in accordance with the requirements of the Companies (Indian Accounting Standards) Rules, 2015, the ("Ind AS Rules") prescribed under Section 133 of the Companies Act, 2013, read with the relevant rules and other accounting principles. The Consolidated Financial Statement have been prepared in accordance with Ind AS and relevant provisions of the Act based on the financial statement received from subsidiary and associate companies, as approved by their respective Board of Directors.

Directors

The Reserve Bank of India (RBI) vide Press Release dated November 29, 2021 in exercise of the powers conferred under Section 45-IE (1) of the Reserve Bank of India Act, 1934 (RBI Act) superseded the Board of Directors of your Company on November 29, 2021 and the RBI appointed Mr. Nageswara Rao Y as the Administrator of your Company under Section 45-IE (2) of the RBI Act. Pursuant to Section 45-IE (4)(b) of the RBI Act, all the powers, functions and duties, which may, by or under the provisions of the RBI Act or any other law for the time being in force, be exercised and discharged by or on behalf of the Board of Directors of such non-banking financial company or by a resolution passed in general meeting of such non-banking financial company, shall, until the Board of Directors of such company is reconstituted, be exercised and discharged by the Administrator referred to in sub-section (2) of Section 45-IE of the RBI Act. Thereafter, RBI vide its Press Release dated November 30, 2021, in exercise of the powers conferred under Section 45-IE 5(a) of the RBI Act, constituted a 3 (three) member Advisory Committee to assist the Administrator in discharge of his duties and to advise the Administrator in the operations of your Company during the Corporate Insolvency Resolution Process (CIRP). Upon approval of the Resolution Plan by NCLT, RBI has dissolved the Advisor Committee w.e.f. February 27, 2024. A Monitoring Committee ("MC") has been constituted in terms equity shares of the of the Approved Resolution Plan to manage the operations of the Company on a going concern basis and MC is the decision-making committee.

Key Managerial Personnel (KMP)

During the year Shri Nageswara Rao Y. – Administrator, Shri Atul Tandon Company Secretary & Compliance Officer and Shri Aman Gudral Chief Financial Officer were the KMPs.

There was no change.

Evaluation of Directors, Board and Committees

The Reserve Bank of India in exercise of its powers conferred under Section 45-IE (1) of the Reserve Bank of India Act, 1934, vide its notification dated November 29, 2021, superseded the

Board of Directors of the Company and all the Directors of the

Company vacated their office and Committees constituted by the Board stood dissolved on November 29, 2021. In view of the above, evaluation of performance of Directors, Board or the Committees could not be carried out and no separate meeting of Independent Directors could be held.

Policy on appointment and remuneration for Directors, Key Managerial Personnel and Senior Management Employees

The Company has devised a policy for selection, appointment and remuneration of Directors, Key Managerial Personnel and Senior Management Employees and has also formulated the criteria for determining qualifications, positive attributes and independence of Directors The Policy has been put up on the Company's website at https://www.reliancecapital.co.in/ Policies.aspx.

Directors' Responsibility Statement

The financial statements of your Company for the financial year ended March 31, 2024 have been taken on record by the Administrator while discharging the powers of the erstwhile Board of Directors of your Company which were conferred upon him by the RBI vide its press release dated November 29, 2021 and subsequently, powers conferred upon him in accordance with the NCLT Order dated December 6, 2021 to run your Company as a going concern during CIRP. Hence the financial statements for the year ended March 31, 2024, have been prepared on "going concern" assumptions.

The Administrator has relied on information, data, and clarification provided by Key Managerial Personnel (KMP's) of the Company for the purpose of the financial results. The Administrator has signed the financial statements solely for the purpose of compliance and discharging the powers of the Board of Directors during the CIRP period of your Company and in accordance with the provisions of the Companies Act, 2013, IBC, read with the relevant regulations and rules thereunder and subject to the following: related party (i) The Administrator has taken charge with effect from November 29, 2021 and therefore was not in control of the operations or the management of the Company prior to November 29, 2021; (ii) The Administrator has furnished and signed the report in good faith and accordingly, no suit, prosecution or other legal proceeding shall lie against the Administrator in terms of Section 233 of the Code;

(iii) The Administrator, while signing this statement of financial statements for the year ended March 31, 2024, has relied solely upon the assistance provided bytheexistingstaff and present Key Managerial Personnel (KMPs) of the Company in review of the financial statements as well as the certifications,representations and statements made by the KMPs of the Company, in relation to these financial results. The statement of financial results of the Company for the year ended March 31, 2024 have been taken on record by the Administrator solely on the basis of and on relying on the aforesaid certifications, representations and statements of the aforesaid existing staff and present key management personnel (KMPs).

For all such information and data, the Administrator has assumed, without any further assessment, that such information and data are in conformity with the Companies Act, 2013 and other applicable laws with respect to the preparation of the financial results and that they give a true and fair view of the position of the Company as of the dates and period indicated therein.

Further, to comply with the provisions of Section 134(5) of the Companies Act, 2013, the Administrator further confirms that: i. In the preparation of the annual financial statement for the financial year ended March 31, 2024, the applicable

Accounting Standards had been followed along with proper explanation relating to material departures, if any; ii. The Administrator had 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 of March 31, 2024 and of the loss of the Company for the year ended on that date; iii. The Administrator had taken proper and for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; iv. The Administrator had laid down proper internal financial controls to be followed by the Company and such financial controls are adequate and are operating effectively; and v. The Administrator had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Contracts and Arrangements with Related Parties

All contracts / arrangements / transactions entered into / by the Company for the financial year ended March 31, 2024, with related parties were on an arm's length basis and in the ordinary course of business. There were no materially transactionssignificant which could have potential conflict of interest with the Company at large.

During the year, the Company has not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of Company on materiality of related party transactions or which is required to be reported in Form AOC – 2 in terms of section 134 (3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website at the link http://www.reliancecapital.co.in/pdf/Policy_for_Related_ Party_Transaction. pdf. Your attention is drawn to Note No. 35 to the Standalone Financial Statement which sets out related party disclosures pursuant to Ind-AS and Schedule V of Listing Regulations.

As part of the CIRP, your Company is required to undertake Related Party Transactions only after the approval of the Committee of Creditors as per the provisions of Section 28 of the Code. Accordingly, your Company has identified related parties as per Section 5(24) of the Code and appropriate approvals were sought from the Committee of Creditors for such transactions.

Material Changes and Commitments if any, affecting the financial position of the Company

There were no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year and the date of this Report.

Meetings of the Board

Due to supersession of Board of Directors by RBI no Board Meetings were held during the year 2023-24. Further, 4 (four) Advisory Committee meetings were held during the year 2023-24.

Audit Committee and other board committees

Pursuant to the RBI superseding the Board of Directors of the Company on November 29, 2021, all Committees of the Company stood dissolved. Accordingly, the Administrator along with the Advisory Committee oversee the responsibility of the Audit Committee and other Board Committees.

Appointment and cessation of Statutory Auditors

M/s. G. D. Apte & Co., Chartered Accountants (Registration no.100515W), appointed as Statutory Auditors w.e.f. September 20, 2024, to hold office as Statutory Auditors for a period of three consecutive years till the conclusion of the 41^st Annual General Meeting M/s. Gokhale & Sathe, Chartered Accountants, (Registration no. 103264W), ceased to be the Statutory Auditors w.e.f. September 19, 2024, upon completion of their terms as Statutory Auditors As per the requirements of Guidelines dated April 27, 2021, issued by the Reserve Bank of India (RBI) for Appointment of Statutory Central Auditors (SCAs) / Statutory Auditors (SAs) of Commercial Banks (excluding RRBs), UCBs and NBFCs (including HFCs), the Company has received a declaration from M/s. G. D. Apte & Co., Chartered Accountants, confirming their eligibility to continue to act as Statutory Auditors of the Company.

Auditors and Auditors' Report

M/s. Gokhale & Sathe, Chartered Accountants, in their Report to the Members, have given the following qualified opinion and the response of the Administrator with respect to them are as follows: -

1. We draw attention to Note no. 47 (b) to the Statement which explains that the amount of the claims including claims on account of corporate guarantees invoked, admitted or to be admitted by the Administrator may differ from the amount reflecting in the books of account of the Parent Company. Pending implementation of approved resolution plan, no adjustments have been made in the books for the differential amounts, if any, the claims admitted as on the date of the financial results as compared to the liabilities reflected in the books account of the Parent Company.

2. We draw attention to Note no. 47 (c) of the Consolidated Financial Statements which explains that in view of the pending implementation of approved resolution plan, the Parent Company has provided for interest expense which may be applicable on the financial debt only upto December 06, 2021. Accordingly, interest expense for the year ended March 31, 2024 amounting to Rs 1,60,085 lakh has not been recognized. Had such interest been recognized, the profit before tax for the year ended March 31, 2024 would have been lower by Rs 1,60,085 lakh respectively. Further, the aggregate interest expense not recognized by the Parent Company post December 6, 2021 is Rs 3,70,007 lakh. And had such interest been recognized, the net worth of the Group as at March 31, 2024 would have been lower by Rs 3,70,007 lakh.

3. We have been informed that certain information including the minutes of meetings of the Committee of Creditors (CoC) are confidential in nature and accordingly has not been shared with us. The Administrator and the management have confirmed that the CoC discussions held during the year do not have any implications on the financial statements since resolution plan is yet to approved by CoC.

4. In respect of Reliance Corporate Advisory Services Limited ("RCASL"), as per the independent auditor's report, interest on borrowings for the year ended March 31, 2024, to the tune of Rs 16,582 lakh has not been provided for as required under Ind AS 23 "Borrowing Costs". Had such interest been provided, the reported loss for the year would have been higher by 16,582 lakh. Further, the auditor is unable to comment on the realisability of outstanding loans and advances of Rs 71,350 lakh (of which Rs 8,027 lakh has been provided for) and investment of Rs 42,500 lakh as at March 31, 2024.

5. We draw attention to Note no. 46 (a) of the Statement which explains that the Parent Company has been admitted under the CIRP process effective December 06, 2021 and as stipulated under Section 20 of the IBC, it is incumbent upon the Administrator to manage the operations of the Parent Company as a going concern.

The Administrator had filed an application before the NCLT for approval of resolution plan submitted by IIHL which was approved by the NCLT on February 27, 2024 ("Approved Resolution Plan"). Accordingly, the financial results for the quarter and year ended March 31, 2024 have been prepared on going concern basis. However, the Parent Company has defaulted in repayment of the obligations to the lenders and debenture holders which is outstanding, has incurred losses during the period as well as during the previous periods, has reported negative net worth as at March 31, 2024 and previous periods, and as described in Note no. 19 (a) the asset cover for listed secured non-convertible debentures of the Parent Company has fallen below one hundred percent. An application has also been filedwith the NCLT seeking an extension of 90 days from May 27, 2024 for the implementation of the Approved Resolution Plan. These events indicate that material uncertainty exists, doubt on thatmaycastsignificant the Parent Company's ability to continue as a going concern.

Response to Qualification

Your Company is under CIRP and all claims and repayment obligations to lenders and debenture holders and impairment loss on assets and write back of liabilities shall be dealt as per CIRP. No fraud has been reported by the Auditors to the Administrator.

Secretarial Audit and Secretarial Compliance Report

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. Aashish K. Bhatt & Associates, Practicing Company Secretaries, to undertake the Secretarial Audit of the Company.

The Audit Report of the Secretarial Auditors of the Company and its material subsidiary for the financial year ended March 31, 2024 are attached hereto as Annexures A1 and A2. Pursuant to Regulation 24A of the Listing Regulations, the Company has obtained Annual Secretarial Compliance Report from a Practicing Company Secretary on compliance of all applicable SEBI Regulations and circulars / guidelines issued there under and the same were submitted with the Stock Exchanges. The observations and comments given by the Secretarial Auditor in their Report are self-explanatory and hence do not call for any further comments under Section 134 of the Act.

Secretarial Standards

During the year under review, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

Maintenance of Cost Records

The Central Government has not specified maintenance of cost records, for any of the products of the Company, under Section 148(1) of the Act.

Annual Return

As required under Section 134(3)(a) of the Act, the

Annual Return for the financial year 2023-24,from M/s.is put up on the Company's website and can be accessed at https://www.reliancecapital.co.in/ Annual-Reports.aspx.

Particulars of Employees and related disclosures (a) Employees Stock Option Scheme(s)

Employees Stock Option Scheme(s) (ESOS 2015 and ESOS 2017) were approved and implemented by the Company and Options were granted to the employees in accordance with guidelines applicable to ESOS.

The existing ESOS Scheme and Plans are in compliance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (SEBI Regulations).

The Company has received certificate from the Secretarial Auditors of the Company that the ESOS 2015 and ESOS 2017 have been implemented in accordance with the SEBI Regulations and as per the resolution passed by the members of the Company authorising issuance of the said Options. The details as required to be disclosed under SEBI Regulations are put on the Company's website at http://www.reliancecapital.co.in/ ESOS-Disclosure.aspx.

(b) Other Particulars

In terms of the provisions of Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said Rules are provided in the Annual Report, which forms part of this Report. Disclosures relating to the remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and

Remuneration of Managerial Personnel) Rules, 2014, as amended, are also provided in the Annual Report, which forms part of this Report. However, having regard to the provisions of second proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. The said information is available for inspection up to the date of the Meeting. Any member interested in obtaining the same may write to the Company Secretary and the same will be furnished on request.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The Company is a Non-Banking Financial Company and does not involve in any manufacturing activity, most of the information as required under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 are not applicable. However, the information as applicable has been given in Annexure – B forming part of this Report.

Corporate Governance

The report on Corporate Governance as stipulated under Regulation 34(3) read with Para C of Schedule V of the Listing Regulations and Chapter VII Master Direction – Core Investment Companies (Reserve Bank) Directions, 2016, as amended, is presented in separate section forming part of this Annual Report.

Aashish Certificate K. Bhatt & Associates,

Practicing Company Secretaries confirming compliance to the conditions of Corporate Governance as stipulated under Para E of Schedule V of the Listing Regulations is enclosed to this Report.

Ombudspersons & Whistle Blower (Vigil Mechanism)

The Company has formulated an Ombudspersons & Whistle Blower (Vigil Mechanism) policy. No person has been denied for direct access to the Administrator. The details of the same have been stated in the Report on Corporate Governance and the policy can be accessed on the Company's website. Further, every individual has access to Administrator at his personal e-mail id that has been provided vide public announcement. During the CIRP, the Administrator intends to implement the relevant guidelines in true spirit.

Risk Management

The Company has laid down a Risk Management Policy to identify the inherent risks, assess, evaluate and monitor these risks continuously and undertake effective steps to manage these risks. More details on Risk Management indicating development and implementation of Risk Management Policy including identification of elements of risk and their mitigation are covered in Management Discussion and Analysis section, which forms part of this Report.

Compliance with provisions of Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company is committed to uphold and maintain the dignity of woman employees and it has in place a policy which provides for protection against sexual harassment of women at work place and for prevention and redressal of such complaints. During the year, no such complaints were received. The Company has also constituted an Internal Complaints Committee under the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013.

Corporate Social Responsibility

Pursuant to the RBI superseding the Board of Directors of the Company on November 29, 2021, all Committee's of the Company stood dissolved. Accordingly, the Administrator alongwith the Advisory Committee overlook the responsibility of the CSR Committee. Your Company has in place a Corporate Social Responsibility Policy (CSR Policy), as per the provisions of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended, which lays down the activities to be undertaken by the Company. The CSR policy may be accessed on the Company's website at the link; https://www.reliancecapital. co.in/Policies.aspx. Since the Company is under CIRP and there are no average net profits for the Company during the previous three financial years, no funds were set aside and spent by the Company towards Corporate Social Responsibility, during the year under review, accordingly there are no disclosures to be made with respect to CSR activities.

Orders passed by the Regulators Significant or Courts or Tribunal

Reserve Bank of India ("RBI"), in exercise of its powers under Section 45-IE(1) of the Reserve Bank of India Act, 1934 ("RBI Act") superseded the Board of Directors of Reliance Capital Limited ("Company") on November 29, 2021. Accordingly, the RBI appointed Mr. Nageswara Rao Y as the administrator of the Company under Section 45-IE(2) of the RBI Act. The Company is under CIRP in accordance with IBC code, 2016 read with IBC (Financial service Provider) Rules, 2019 and Mumbai bench of NCLT has passed order dated December 06, 2021 according to which the Company is under moratorium under Section 14 of the Code pursuant to which the following actions are prohibited; (a) institute suits or continue pending suits or proceedings against the corporate debtor including execution of any judgment, decree or order in any court of law, tribunal, arbitration panel or other authority; (b) transfer, encumber, alienate or dispose of any of its assets or any legal right or beneficial interest therein;

(c) any action to foreclose, recover or enforce any security interest created by the corporate debtor in respect of its property including any action under the Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002; (d) recovery of any property by an owner or lessor where such property is occupied by or in the possession of the corporate debtor. As disclosed previously, the Company was prohibited from making any payment to secured or unsecured creditors and to dispose of, alienate, encumber either directly or indirectly or otherwise part with the possession, of any assets except in the ordinary course of business such as payment of salary and statutory dues, vide (a) orders dated December 3, 2019 and December 5, 2019 passed by the Hon'ble

Debts Recovery Tribunal; (b) orders dated November 20, 2019 and March 15, 2021 passed by the Hon'ble Delhi High Court; and, Orders dated November 28, 2019, November 4, 2020, and March 5, 2021 passed by the Hon'ble Bombay High Court.

The Administrator has taken steps for seeking confirmations from various forums where litigations have been levied on the Company for disposal of assets, that such injunctions will not be applicable during CIRP.

Internal Financial Control Systems and their adequacy

The Company has in place adequate internal financial control systems across the organisation. The same is subject to periodical review by the Administrator & Advisory Committee for its effectiveness. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

General

During the year under review there were no reportable events in relation to issue of equity shares with differential rights as to dividend, voting or otherwise, issue of sweat equity shares to the Company's Directors or Employees and one-time settlement with any Bank or Financial Institution.

In terms of the Approved Resolution Plan, the securities of RCL including its equity shares will stand delisted from the stock exchanges in accordance with the NCLT Approval Order read with SEBI (Delisting of Equity Shares) Regulations, 2021. As per the Approved Resolution Plan, the liquidation value of the equity shareholder of RCL is NIL and hence, equity shareholders will not be entitled to receive any payment, and no offer will be made to any shareholder of RCL. On account of the aforesaid, trading in the equity shares of the Company has been suspended w.e.f. March 1, 2024 in terms of BSE notice no. 20240229-16 and NSE Notice No. NSE/ CML/60913/0381/2024 both dated February 29, 2024.

Acknowledgment

Your Company would like to express their sincere appreciation for the co-operation and assistance received from Committee of Creditors, Advisory Committee, Monitoring Committee, shareholders, debenture holders, debenture trustee, bankers, financial institutions, regulatory bodies and other business constituents during the year under review. Your Company also wishes to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff.

For and on behalf of

Reliance Capital Limited

Nageswara Rao Y

Administrator

Mumbai

December 2, 2024