Notes to Accounts of Emkay Global Financial Services Ltd.

Mar 31, 2025

3.9 Provisions, Contingent Liabilities and Contingent
Assets

A provision is recognised if as a result of a past event, the
Company has a present obligation (legal or constructive)
that can be estimated reliably and it is probable that an
outflow of economic benefits will be required to settle the
obligation. Provisions are recognised at the best estimate of
the expenditure required to settle the present obligation at
the balance sheet date. If the effect of time value of money
is material, provisions are discounted using a current pre¬
tax rate that reflects, when appropriate, the risk specific to
the liability.

A contingent liability exists when there is a possible but
not probable obligation, or a present obligation that may,
but probably will not, require an outflow of resources, or
a present obligation whose amount cannot be estimated
reliably. Contingent liabilities do not warrant provisions but
are disclosed unless the possibility of outflow of resources
is remote. Contingent assets are neither recognised nor
disclosed in the financial statements. However, when the
realisation of income is virtually certain, then the related
asset is not a contingent asset and its recognition is
appropriate.

3.10 Earning Per Share

The Company reports basic and diluted earnings per share
in accordance with Ind AS 33 on Earnings per share. Basic
EPS is calculated by dividing the net profit or loss for the
year attributable to equity shareholders (after deducting
preference dividend and attributable taxes) by the weighted
average number of equity shares outstanding during the
year.

For the purpose of calculating diluted earnings per share,
the net profit or loss for the year attributable to equity
shareholders and the weighted average number of shares
outstanding during the year are adjusted for the effects of
all dilutive potential equity shares. Dilutive potential equity
shares are deemed converted as of the beginning of the
period, unless they have been issued at a later date. In
computing the dilutive earnings per share, only potential
equity shares that are dilutive and that either reduces the
earnings per share or increases loss per share are included.

3.11 Dividend on ordinary shares

The Company recognises a liability to make cash
distributions to its equity holders when the distribution
is authorised and the distribution is no longer at the
discretion of the Company. As per the corporate laws in
India, a distribution is authorised when it is approved by

the shareholders. A corresponding amount is recognised
directly in equity.

3.12 Contingencies and events after reporting date

Where events occurring after the balance sheet date
provide evidence of conditions that existed at the end of
the reporting period, the impact of such events is adjusted
within the financial statements. Otherwise, events after
the balance sheet date of material size or nature are only
disclosed.

3.13 Recent Indian Accounting Standards (Ind AS)

Ministry of Corporate Affairs (“MCA”) has notified the
Companies (Indian Accounting Standards) Amendment
Rules, 2023 dated 31 March 2023 to amend the following
Ind As which are effective from 01 April 2023. However,
these amendments does not have an impact on Financial
Statements and material accounting policy information.

Ind AS 1 : Presentation of financial Statements - This
amendment required the entities to disclose their material
accounting policies rather than their significant accounting
policies. The effective dates for adoption of this amendment
is annual periods beginning on or after 01 April 2023. The
Company has evaluated the amendment, and the impact of
the amendment is insignificant in the Company''s financial
statements.

Ind AS 8 : Accounting policies, changes in accounting
estimates and errors - This amendment has introduced
a definition of accounting estimates and included
amendments to Ind AS 8 to help entities distinguish
changes in accounting policies from changes in accounting
estimates. The effective date for adoption of this
amendment is annual periods beginning on or after 01
April 2023. The Company has evaluated the amendment,
and the impact of the amendment is insignificant in the
Company''s financial statements.

Ind AS 12 : Income Taxes - This amendment has
narrowed the scope of the initial recognition exemption so
that it does not apply to transactions that give rise to equal
and offsetting temporary differences. The effective date for
adoption of this amendment is annual periods beginning
on or after 01 April 2023. The Company has evaluated
the amendment, and the impact of the amendment is
insignificant in the Company''s financial statements.

Standards notified but not yet effective.

The Ministry of Corporate Affairs notified amendments to
Ind AS 21 The Effects of Changes in Foreign Exchange

Rates to specify how an entity should assess whether a
currency is exchangeable and how it should determine a
spot exchange rate when exchangeability is lacking. The
amendments also require disclosure of information that
enables users of its financial statements to understand
how the currency not being exchangeable into the other
currency affects, or is expected to affect, the entity''s
financial performance, financial position and cash flows.
The amendments are effective for annual reporting
periods beginning on or after 1 April 2025. When applying
the amendments, an entity cannot restate comparative
information.

The amendments are not expected to have a material
impact on the Company''s financial statements.

4. Significant accounting judgments, estimates and
assumptions

The preparation of financial statements in conformity with
Ind AS requires management to make estimates, judgments
and assumptions that affect the application of accounting
policies and the reported amounts of assets and liabilities
(including contingent liabilities) and disclosures as of the
date of the financial statements and the reported amounts
of revenue and expenses for the reporting period. Actual
results could differ from these estimates. Accounting
estimates and underlying assumptions are reviewed
on an ongoing basis and could change from period to
period. Appropriate changes in estimates are recognised
in the period in which the Company becomes aware of
the changes in circumstances surrounding the estimates.
Any revisions to accounting estimates are recognised
prospectively in the period in which the estimate is
revised and future periods. Following are estimates and
judgements that have significant impact on the carrying
amount of assets and liabilities at each balance sheet:

4.1 Business Model Assessment

Classification and measurement of financial assets
depends on the results of the SPPI (Solely Payments of
Principal and Interest) and the business model test. The
Company determines the business model at a level that
reflects how groups of financial assets are managed
together to achieve a particular business objective. This
assessment includes judgment reflecting all relevant
evidence including how the performance of the assets
is evaluated and their performance measured, the risks
that affect the performance of the assets and how these
are managed. The Company monitors financial assets
measured at amortised cost or fair value through other
comprehensive income that are derecognised prior to their

maturity to understand the reason for their disposal and
whether the reasons are consistent with the objective of the
business for which the asset was held. Fair value through
profit or loss (FVTPL), where the assets are managed
in accordance with an approved investment strategy
that triggers purchase and sale decisions based on the
fair value of such assets. Such assets are subsequently
measured at fair value, with unrealised gains and losses
arising from changes in the fair value being recognised in
the standalone statement of profit and loss in the period in
which they arise.

4.2 Defined employee benefit assets and liabilities

The cost of the defined benefit gratuity plan and the
present value of the gratuity obligation are determined
using actuarial valuations. An actuarial valuation involves
making various assumptions that may differ from actual
developments in the future. These include the determination
of the discount rate; future salary increases and mortality
rates. Due to the complexities involved in the valuation and
its long-term nature, a defined benefit obligation is highly
sensitive to changes in these assumptions. All assumptions
are reviewed annually.

4.3 Fair value measurement

When the fair values of financial assets and financial
liabilities recorded in the balance sheet cannot be measured
based on quoted prices in active markets, their fair value
is measured using various valuation techniques. The
inputs to these models are taken from observable markets
where possible, but where this is not feasible, a degree of
judgment is required in establishing fair values. Judgments
include considerations of inputs such as liquidity risk, credit
risk and volatility. Changes in assumptions about these
factors could affect the reported fair value of financial
instruments.

4.4 Impairment of financial asset

The measurement of impairment losses across all
categories of financial assets requires judgement, in
particular, the estimation of the amount and timing of
future cash flows and collateral values when determining
impairment losses and the assessment of significant
increase in credit risk. These estimates are driven by a
number of factors, changes in which can result in different
levels of allowances.

It has been the Company''s policy to regularly review its
models in the context of actual loss experience and adjust
when necessary.

The impairment loss on loans and advances is disclosed in
more details in Note 3.2 (iii)(h) overview of ECL principles.

4.5 Effective Interest Rate (EIR) method

The Company''s EIR methodology, recognises interest
income / expense using a rate of return that represents the
best estimate of a constant rate of return over the expected
behavioral life of loans given / taken and recognises the
effect of potentially different interest rates at various stages
and other characteristics of the product life cycle (including
prepayments and penalty interest and charges).

This estimation, by nature, requires an element of judgment
regarding the expected behavior and life-cycle of the
instruments, as well expected changes to India''s base rate
and other fee income/expense that are integral parts of the
instrument

4.6 Contingent liabilities and provisions other than
impairment on loan portfolio

The Company operates in a regulatory and legal
environment that, by nature, has a heightened element
of litigation risk inherent to its operations. As a result, it is
involved in various litigation and arbitration in the ordinary
course of the Company''s business.

When the Company can reliably measure the outflow
of economic benefits in relation to a specific case and
considers such outflows to be probable, the Company
records a provision against the case. Where the probability
of outflow is considered to be remote, or probable, but a
reliable estimate cannot be made, contingent liability is
disclosed.

Given the subjectivity and uncertainty of determining the
probability and amount of losses, the Company takes into
account a number of factors including legal advice, the
stage of the matter and historical evidence from similar
incidents. Significant judgment is required to conclude on
these estimates.

4.7 Share based payments

Estimating fair value for share based payment requires
determination of the most appropriate valuation model.
The estimate also requires determination of the most
appropriate inputs to the valuation model including the
expected life of the option, volatility and dividend yield
and making assumptions about them. The assumption
and models used for estimating fair value for share based
payments transactions are disclosed in Note 47 Employee
stock option plan (ESOP).

4.8 Expected credit loss

When determining whether the risk of default on a
financial instrument has increased significantly since
initial recognition, the company considers reasonable
and supportable information that is relevant and available
without undue cost or effort. This includes both quantitative
and qualitative information and analysis, based on the
company''s historical experience and credit assessment
and including forward-looking information.

4.9 Deferred tax

Deferred tax is recorded on temporary differences
between the tax bases of assets and liabilities and their
carrying amounts, at the rates that have been enacted or
substantively enacted at the reporting date. The ultimate
realization of deferred tax assets is dependent upon the
generation of future taxable profits during the periods in
which those temporary differences become deductible.
The Company considers the expected reversal of deferred
tax liabilities and projected future taxable income in making
this assessment. The amount of the deferred tax assets

considered realizable, however, could be reduced in the
near term if estimates of the future taxable income during
the carry-forward period are reduced.

4.10 Leases

Ind AS 116 defines a lease term as the non-cancellable
period for which the lessee has the right to use an
underlying asset including optional period, when an entity
is reasonably certain to exercise an option to extend (or not
to terminate) a lease. The Company considers all relevant
facts and circumstances that create an economic incentive
for the lessee to exercise the option when determining
the lease term. The option to extend the lease term are
included in the lease term, if it is reasonably certain that the
lessee will exercise the option. The Company reassess the
option when significant events or changes in circumstances
occur that are within the control of the lessee.

4.11 Other estimates

These include contingent liabilities, useful lives of tangible
and intangible assets etc.

( B ) Terms / rights / restrictions attached to equity shares

The Company has only one class of equity shares having par value of '' 10/- each share. Each holder of equity share is
entitled to one vote per share. The Company declares and pay dividends in Indian Rupees. The dividend proposed if any,
by the Board of Directors is subject to the approval of shareholders in the ensuing Annual General Meeting except in case of
interim dividend.

In the event of liquidation of the Company, the holders of Equity shares will be entitled to receive remaining assets of the
Company after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares
held by the shareholders.

During the year ended 31 March 2025 dividend recognized as distribution to equity shareholders was '' 1.50 per share being
final dividend year ended 31 March 2024. The total dividend appropriated amounts to '' 371.85 Lacs (Previous year '' 246.40
Lacs).

( G ) Capital management

The Company''s objective for capital management is to maximize shareholder value, safeguard business continuity and
support the growth of the Company. The Company determines the capital requirement based on annual operating plans
and long-term and other strategic investment plans. The funding requirements are met through equity, operating cash flows
generated and need based borrowings for short term debt.

In addition to above the Company is required to maintain a minimum networth as prescribed from time to time by the
Securities and Exchange Board of India (Stock brokers and sub-brokers) Regulations 1992. The management ensures
that this is complied at all times.

Nature and purpose of reserve

a) Securities premium

Securities Premium reserves is used to record the premium on issue of shares. The reserve can be utilised only for limited
purposes such as issuance of bonus shares, writing off the preliminary expenses in accordance with the provisions of
the Companies Act, 2013.

b) Retained earnings

Retained earnings are the profits that the Company has earned till date, less any transfers to general reserve, dividends
or other distributions paid to shareholders. It also includes remeasurements gains and losses on defined benefit plans
recognised in other comprehensive income (net of taxes).

c) General reserve

Under the erstwhile Companies Act, 1956, general reserve was created through an annual transfer of net income at
a specified percentage in accordance with applicable regulations. Consequent to introduction of Companies Act, 2013,
the requirement to mandatorily transfer a specified percentage of the net profit to general reserve has been withdrawn.
However, the amount previously transferred to the general reserve can be utilised only in accordance with the specific
requirements of Companies Act, 2013. This also includes transfer within equity i.e. transfer from Equity-Settled
share-based payment reserve towards the amount recognised for services received from an employee, if the vested
equity settled share based payments instruments are later forfeited or not exercised.

d) Equity-settled share-based payment reserve

This reserve is created by debiting the statement of profit and loss account with value of share options granted to the
employees. Once shares are issued by the Company, the amount in this reserve will be transferred to share capital,
securities premium or retained earnings.

4l| SEGMENT INFORMATION

Primary Segment - The Chief Operating Decision Maker (CODM) monitors the operating results of the business segment
separately for the purpose of making decision about resource allocation and performance assessment. Segment performance
is evaluated based on profit or loss and is measured consistently with profit or loss in the financial statements. The operating
segment has been identified considering the nature of services, the differing risks and returns, the organization structure
and internal financial reporting system. The business segment has been considered as the primary segment for disclosure.
The primary business of the Company relates to one business segment namely “Advisory and Transactional Services”
comprising of broking and distribution of securities, investment banking and other related financial intermediation services
therefore primary business segment reporting as required by Ind AS “Segment Reporting” is not applicable.

(D) Terms and conditions of transactions with related parties

i. Salary and other benefits

The amounts disclosed are the amount recognised as an expense during the year which includes short-term
benefits. The amounts do not include expense, if any, recognised towards employee stock option expenses, post¬
employment benefits and other long-term benefits as such expenses are recognised for the Company as a whole
and the amounts attributable to related parties are not separately determined.

ii. Advisory fees paid

The Company pays advisory fees to its wholly owned subsidiary incorporated in Singapore at cost plus markup of
9%.

iii. Sitting fees and Commission paid to non-executive directors

All the non-executive directors were paid sitting fees for attending the board and committee constituted
by the Board. Apart from the above, there are no other pecuniary relationships or transactions between any
non-executive directors and the Company during the year under review. Commission to the non-executive directors
is the amount recognised as an expense during the financial year. No share option has been granted to the non¬
executive directors under the scheme.

iv. Donation given to Emkay Charitable Foundation

These transactions are in the ordinary course of business.

v. Gratuity Contribution

Gratuity contribution expense is recognized basis actuary valuation report obtained from actuary appointed for the
purpose and relied upon by the auditors.

vi. Purchase gift and stationery items

These transactions are in the ordinary course of business.

vii. Dividend paid

Final Dividend is paid to all the shareholders whose name/s appear in the register of members as on the record
date including related parties of the companies which is approved by the Board of Directors/shareholders.

viii. Income from broking and allied activities

The Company collects various charges which include but are not limited to brokerage, account maintenance
charges, depository charges, interest on margin trading funding, delayed payment charges, facility fees etc. on the
same terms as applicable to the third parties in an arm''s length transaction and in the ordinary course of business.

ix. Rent recovery Income

Company has leased premises at Worli, Mumbai which is shared with subsidiaries. The Company recovers the
rent from subsidiaries based on actual rent paid and areas utilized by them.

Company also owns property at Dadar, Mumbai which is shared with subsidiaries. The Company recovers the rent
from subsidiaries based on available market rent of the said premises and areas utilized by them.

x. Dividend Received

Final Dividend was received from one of the wholly owned subsidiaries of the company. Dividend was issued
compliant with relevant law and regulation applicable to the company.

xi. Share of Profit in Associates

Profit is on account of exit of the Company as a partner from associate.

xii. ESOP granted to employees

The Company has granted stock options to employees of one of its subsidiaries. The Company has obtained
a valuation report determining value as on the grant date. The excess of options over the exercise price is
recognised as a deemed investment in the books of the Company.

xiii. Loans taken from related parties

The Company has taken loans from related parties for working capital requirements. The loan is unsecured and
for the short term. The loans carry interest at 10% p.a. and is repayable on demand.

xiv. Reimbursement of expenses recovered

In case the Company made the payment on behalf of related parties then the same is recovered as reimbursement.
Also, few expenses spent are recovered basis agreed terms.

xv. Margin deposit received and repayment for securities trading

These transactions are in the ordinary course of business.

xvi. Receipt of capital contribution in associate

Same on account of exit of the Company as a partner from associate.

xvii. Issue of non-convertible debenture

The NCDs are unsecured, issued to eligible investors including related parties on a private placement basis in
accordance with the applicable financial reporting framework.

xviii. Investment in subsidiary

The company has invested in Equity shares of Emkay Global Financial Services IFSC private limited at face value
of '' 10.00 per share amounting to '' 5.00 crores. The Company is a wholly owned subsidiary.

xix. Trade payable and payable to subsidiary companies

Trade payable outstanding balances and payable to subsidiary companies are unsecured, interest free and require
settlement in cash. No guarantee or other security has been given against these payables.

xx. Trade receivable

Trade receivables outstanding balances are unsecured, interest free and require settlement in cash. No guarantee
or other security has been received against the receivable.

ESOP-2007

The exercise price shall be equal to the latest available closing market price on the date prior to the date on which the
Nomination, Remuneration and Compensation Committee finalizes the specific number of Options to be granted to the
employees.

ESOP-2010

The exercise price shall be calculated on the basis of latest closing price of the Company''s equity shares quoted on the
Stock Exchange prior to the date of the grant of Options, which for this purpose shall be date on which the Nomination,
Remuneration and Compensation Committee meets to make its recommendations for grant of Options.

ESOP-2018

The exercise price shall be the closing price of the Company''s equity shares quoted on the Stock Exchange immediately
prior to the date of grant of the Options, which for this purpose shall be the date on which the Nomination, Remuneration
and Compensation Committee meets to make its recommendations for the grant of the Options. The Stock Exchange to be
selected for determining the closing price shall be in accordance with the SEBI ESOP Regulations. The Committee may, at its
sole discretion, consider a discount to such closing price.

b) Defined benefit plan

The Company has defined benefit gratuity plan governed by the Payment of Gratuity Act, 1972. Every employee who
has completed five years or more of service is entitled to gratuity on departure at 15 days last drawn salary for each
competed year of service or part thereof in excess of six months.

The plan is funded with insurance companies in the form of qualifying insurance policy. The following table summarize
the components of net benefit expense recognized in the statement of profit and loss, other comprehensive income and

amount recognized in balance sheet which has been determined by an Actuary appointed for the purpose and relied
upon by the Auditors.

Discount rate

The discount rate for this valuation is based on government bonds having similar terms to duration of liabilities. Due to
lack of deep and secondary bond market in India, government bond yields are used to arrive at the discount rate.

Mortality rate

If the actual mortality rate in the future turns out to be more or less than expected, then it may result in an increase /
decrease in the liability.

Employee turnover/withdrawal rate

If the actual withdrawal rate in the future turns out to be more or less than expected, then it may result in an increase /
decrease in the liability.

Salary escalation rate

More / less than expected increase in the future salary levels may result in an increase / decrease in the liability.

52 Trade payables include '' 8.60 Lacs (P.Y. '' 41.77 Lacs) and other liabilities under other financial liabilities include
'' 9.60 Lacs (P.Y. '' 0.50 Lacs) being an aggregate amount of deposits in the Company''s bank accounts made directly
by clients whose details are awaited. Appropriate accounting treatment is given on a regular basis on receipt of required
information as and when received.

53 Income includes '' 20.32 Lacs (P.Y. '' 0.74 Lacs) and expense includes '' 30.95 Lacs (P.Y. '' 45.01 Lacs) pertaining to
earlier year.

~| FINANCIAL RISK MANAGEMENT

The Company has established a comprehensive system for risk management and internal controls for all its businesses
to manage the risks that it is exposed. The objective of its risk management framework is to ensure that various risks are
identified, measured and mitigated and also that policies, procedures and standards are established to address these
risks and ensure a systematic response in the case of crystallization of such risks.

The Company has exposure to the following risks arising from financial instruments:

a) Credit risk

b) Liquidity risk

c) Market risk

The risk management system features three lines of defence approach.

1. The first line of defence comprises its operational departments, which assume primary responsibility for their own
risks and operate within the limits stipulated in various policies approved by the Board or by committees constituted
by the Board.

2. The second line of defence comprises specialized departments such as risk management and compliance. They
employ specialized methods to identify and assess risks faced by the operational departments and provide them
with specialized risk management tools and methods, facilitate and monitor the implementation of effective risk
management practices, develop monitoring tools for risk management, internal controls and compliances, report
risk related information and promote the adoption of appropriate risk prevention measures.

3. The third line of defence comprises the internal audit and external audit functions. They monitor and conduct
periodic evaluations of the risk management, internal controls, and compliance activities to ensure the adequacy
of risk controls and appropriate risk governance and provide the Board with comprehensive feedback.

a) Credit risk

It is risk of financial loss that the Company will incur a loss because its customers or counterparties to financial
instruments fail to meet its contractual obligation.

The Company''s financial assets comprise cash and bank balances, trade receivables, loans, investments, and other
financial assets which comprise mainly of income, deposits, advances and other receivables.

The maximum exposure to credit risk at the reporting date is primarily from Company''s trade receivable and loans.
Details of exposure to credit risks for trade receivables and loans:

Trade receivable:

The Company applies the Ind AS 109 simplified approach to measure expected credit losses (ECLs) for trade receivables
at an amount equal to lifetime ECLs. The ECLs on trade receivables are calculated based on actual historic credit loss
experience over the preceding three to five years on the total balance of non-credit impaired trade receivables. The
Company considers a trade receivable to be credit impaired when one or more detrimental events have occurred, such
as significant financial difficulty of the client or it is becoming probable that the client will enter bankruptcy or other
financial reorganization. When a trade receivable is credit impaired, it is written off against trade receivables and the
amount of the loss is recognized in the income statement. Subsequent recoveries of amounts previously written off are
credited to the income statement.

Loans:

Loans comprise of margin trading funding (MTF) for which staged approach is followed for determination of ECL.

Stage 1 : All standard loans in MTF loan book not due or upto 30 days past due (DPD) are considered as Stage 1 assets
for computation of expected credit loss.

Stage 2 : Exposure under stage 2 includes under-performing loans having 31 to 90 days past due (DPD).

Stage 3 : Exposures under stage 3 include non-performing loans with overdue more than 90 days past due (DPD).
Based on historical data, the company assigns Probability of Default (PD) to stage 1 and stage 2 and applies it to the
Exposure at Default (EAD) to compute the ECL. For Stage 3 assets PD is considered as 100%.

The company does not have any loan book which may fall under stage 2 or stage 3.

The following table provides information about exposure to credit risk and ECL on Loans

Other financial assets considered to have a low credit risk:

Credit risk on cash and cash equivalents is limited as we generally invest in deposits with banks with high credit ratings
assigned by international and domestic credit rating agencies. Investments comprise of quoted equity instruments,
mutual funds which are market tradable. Other financial assets include deposits for assets acquired on lease and with
qualified clearing counterparties and exchanges as per the prescribed statutory limits.

Liquidity risk is the risk that the entity will encounter difficulty in meeting the obligations associated with its financial liabilities
that are settled by delivering cash or another financial asset. The entity''s approach to managing liquidity is to ensure, as far as
possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions,
without incurring unacceptable losses or risking damage to the entity''s reputation.

Prudent liquidity risk management requires sufficient cash and marketable securities and availability of funds through adequate
committed credit facilities to meet obligations when due and close out market positions.

The Company has a view of maintaining liquidity with minimal risks while making investments. The Company invests its
surplus funds in short term liquid assets in bank deposits. The Company monitors its cash and bank balances periodically in
view of its short term obligations associated with its financial liabilities.

Market risk arises when movements in market factors (foreign exchange rates, interest rates, credit spreads and equity prices)
impact the Company''s income or market value of its portfolios. The Company, in its course of business, is exposed to market
risk due to changes in equity prices, interest rates and foreign exchange rates. The objective of market risk management is
to maintain an acceptable level of market risk exposure while aiming to maximize returns.

(i) Equity Price

The Company''s exposure to equity price risk arises primarily on account of its proprietary positions and on account of
margin bases positions of its clients in equity cash and derivative segments.

The Company''s equity price risk is managed in accordance with its Risk Policy approved by the Board.

(ii) Interest rate risk

The Company is exposed to Interest rate risk if the fair value or future cash flows of its financial instruments will fluctuate
as a result of changes in market interest rates. Fair value interest rate risk is the risk of changes in fair values of fixed
interest bearing investments because of fluctuations in the interest rates.

The Company''s interest rate risk arises from interest bearing deposits with bank and loan given to customers. Such
instrument exposes the Company to fair value interest rate risk. Management believes that the interest rate risk attached
to these financial assets is not significant due to the nature of these financial assets

(iii) Foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes
in foreign exchange rates.

Foreign currency risk management

In respect of foreign currency transactions, the Company does not hedge the exposures since the management believes
that the same is insignificant in nature and will not have a material impact on the Company.

The Company''s exposure to foreign currency risk at the end of the reporting period is as shown as under: -

III. Fair value hierarchy:

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction in the
principal (or most advantageous) market at the measurement date under current market conditions (i.e., an exit price),
regardless of whether that price is directly observable or estimates using a valuation technique.

The investments included in level 1 of fair value hierarchy have been valued using quoted prices for instruments in an
active market. The investments included in Level 2 of fair value hierarchy have been valued using valuation techniques
based on observable market data. There were no transfers between level 1 and level 2.

IV. Valuation techniques used to determine fair value:-

• Quoted equity instruments - Quoted closing price on stock exchange.

• Alternative investment funds - Net asset value of the respective schemes.

V. Financial instruments not measured at fair value

Financial assets not measured at fair value include cash and cash equivalents, bank balance other than cash and
cash equivalents, trade receivables, loans and other financial assets. These are financial assets whose carrying
amounts approximate fair value, due to their short term nature.

Additionally, financial liabilities such as borrowings, trade payables and other financial liabilities are not measured
at FVTPL, whose carrying amounts approximate fair value, because of their short-term nature.

At 31 March 2025 and 31 March 2024 the Company did not held any financial assets or financial liabilities which
could have been categorized as level 3.

¹ Debt Equity Ratio = Debt (Borrowings (other than debt securities) Debt securities Accrued interest)/Equity (Equity share
capital Other Equity)

² Debt Service Coverage Ratio = Profit/Loss before exceptional items, interest and tax (excludes unrealized gains/losses and
interest costs on leases as per IND AS 116 on Leases) / (Interest expenses (excludes interest costs on leases as per IND AS
116 on Leases) Current maturity of Long term loans)

³ Interest Service Coverage Ratio = Profit/Loss before exceptional items, interest and tax (excludes unrealized gains/losses
and interest costs on leases as per IND AS 116 on Leases)/Interest expenses (excludes interest costs on leases as per IND
AS 116 on Leases)

⁴ Net Worth = Equity shares capital Other equity

⁵ Current Ratio = Current Assets/Current Liabilities

⁶ Long Term Debt to Working Capital Ratio = Long Term Borrowing/Working Capital

⁷ Bad debt includes provision made on doubtful debts. Accounts receivable includes average trade receivables

⁸ Current Liability Ratio= Current Liabilities/Total Liabilities

⁹ Total Debts to Total Assets= Total Debts (Borrowings Debt Securities)/Total Assets

¹⁰ Debtors Turnover Ratio = Fee and Commission Income/Average Trade Receivables

¹¹ Operating Margin = Profit before tax/Total Revenue from operations

¹² Net Profit Margin= Profit after tax/Total Revenue from operations

61 The Board of Directors at their meeting held on 21 May, 2025, have recommended a dividend of '' 4 per share (on
face value of '' 10/- per equity share) for the year ended 31 March, 2025, subject to the approval of the members at
the ensuing annual general meeting. In terms of Ind AS 10 “Events after the Reporting Period”, the Company has not
recognized dividend as a liability at the end of the reporting period.

63 The Company''s financial statements are presented in Indian Rupees (INR) and all values are rounded to the nearest
lac, except when otherwise indicated.

64 Disclosure of Capital to risk-weighted assets (CRAR),Tier I CRAR, Tier II CRAR and Liquidity coverage ratios required
under para (WB)(xvi) of Division III of Schedule III to the Act are not applicable to the Company as it is in broking
business and not an NBFC registered under section 45-IA of Reserve bank of India Act, 1934.

65 During the year ended 31 March 2024, the Company has paid Advisory and other fees of '' 202.36 lacs under Fees
and Commission expenses to parties which are related to stock broking and wealth management business verticals.
However, based on commonly prevailing practices and to align with the presentations made by the peer companies, the
management considers it more relevant if such payments are disclosed in Brokerage sharing with intermediaries and
others under Fees and Commission expenses. Hence prior year comparatives for the year ended 31 March 2024 have
been restated by reclassifying '' 202.36 lacs from Advisory and other fees to Brokerage sharing with intermediaries and
others both under Fees and Commission expenses. The management believes that this reclassification does not have
any material impact on information presented in statement of profit and loss.

The Company has Interest Income on deposits (against overdraft and corporate credit card facilities) placed with banks.
The Company was previously disclosing the same as interest Income under Other Income. However, based on review
of legal provisions envisaged under the Companies Act, 2013 and also to align with the presentations used by the
peer group companies, the management considers it to be more relevant if such interest income is presented as
interest Income under Revenue from Operations. Prior year comparatives for the year ended 31 March 2024 have been
restated by reclassifying '' 115.64 lacs from Interest Income under Other Income to Interest Income under Revenue
from Operations. The management believes that this reclassification does not have any material impact on information
presented in statement of profit and loss.

~| OTHER STATUTORY INFORMATION

a) The Company is holding immovable property as disclosed in note no.13. Title deeds of the property are held in the
name of the Company.

b) The Company has complied with the requirements of the number of layers prescribed under Section 2(87) of the
Companies Act, 2013 read with Companies (Restriction on number of Layers) Rules, 2017.

c) No proceeding has been initiated during the year or pending against the Company for holding any Benami property
under the Benami Transactions (Prohibition) Act, 1988 and rules made thereunder.

d) The Company has taken borrowings from Banks on the basis of security of current financial assets and all the
quarterly returns filed by the Company with the Banks are in agreement with the financial statements.

e) The Company is not declared a willful defaulter by any bank or financial institution or any other lender.

f) There are no transactions with companies struck off under section 248 of the Companies Act, 2013 or section 560
of Companies Act, 1956.

g) The Company does not have any charges or satisfaction which are yet to be registered with ROC beyond the
statutory period.

h) The Company has not entered into any scheme or arrangement which has an accounting impact on the current or
previous financial year.

i) The Company has not advanced or loaned or invested funds to any other persons or entities, including foreign
entities (Intermediaries) with the understanding that the Intermediary shall:

I. directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by
or on behalf of the company (Ultimate Beneficiaries) or

II. provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries

j) The Company has not received any fund from any persons or entities, including foreign entities (Funding Party) with the
understanding (whether recorded in writing or otherwise) that the Company shall:

I. directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on
behalf of the Funding Party (Ultimate Beneficiaries) or

II. provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries,

k) The Company does not have any such transaction which is not recorded in the books of accounts that has been
surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as,
search or survey or any other relevant provisions of the Income Tax Act, 1961).

l) The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.

~| EVENTS AFTER REPORTING DATE

There have been no events after the reporting date that require disclosure in these financial statements.

~| APPROVAL OF FINANCIAL STATEMENTS

The financial statements of the Company for the year ended 31 March 2025 were approved for issue by the Board of
Directors at their meeting held on 21 May 2025.

As per our report of even date For and on behalf of the Board of Directors of Emkay Global Financial Services Limited

For S. R. Batliboi & Co. LLP

Chartered Accountants Krishna Kumar Karwa Prakash Kacholia

ICAI Firm registration number : Managing Director Managing Director

301003E/E300005 DIN : 00181055 DIN : 00002626

Rutushtra Patell Saket Agrawal Bhalchandra Raul

Partner Chief Financial Officer Company Secretary

Membership No.123596 Membership No.FCS1800

Place : Mumbai Place : Mumbai

Date : 21 May 2025 Date : 21 May 2025

---

Mar 31, 2024

The Company applies the Ind AS 109 simplified approach to measuring expected credit losses (ECLs) for trade receivables at an amount equal to lifetime ECLs. The ECLs on trade receivables are calculated based on actual historic credit loss experience over the preceding three to five years on the total balance of non-credit impaired trade receivables. The Company considers a trade receivable to be credit impaired when one or more detrimental events have occurred, such as significant financial difficulty of the client or it becoming probable that the client will enter bankruptcy or other financial reorganization. When a trade receivable is credit impaired, it is written off against trade receivables and the amount of the loss is recognized in the statement of profit and loss. Subsequent recoveries of amounts previously written off are credited to the statement of profit and loss.

( B ) Terms / rights / restrictions attached to equity shares

The Company has only one class of equity shares having par value of '' 10/- each share. Each holder of equity share is entitled to one vote per share. The Company declares and pay dividends in Indian Rupees. The dividend proposed if any, by the Board of Directors is subject to the approval of shareholders in the ensuing Annual General Meeting except incase of interim dividend.

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

During the year ended 31 March 2024 dividend recognized as distribution to equity shareholders was ''1.00 per share being final dividend year ended 31 March 2023. The total dividend appropriated amounts to '' 246.40

( G ) Capital management :

The Company''s objective for capital management is to maximize shareholder value, safeguard business continuity and support the growth of the Company. The Company determines the capital requirement based on annual operating plans and long-term and other strategic investment plans. The funding requirements are met through equity, operating cash flows generated and need based borrowings for short term debt.

In addition to above the Company is required to maintain a minimum networth as prescribed from time to time by the Securities and Exchange Board of India (Stock brokers and sub-brokers) Regulations 1992. The management ensures that this is complied at all times.

Nature and purpose of reserve

a) Securities premium

Securities Premium reserves is used to record the premium on issue of shares. The reserve can be utilised only for limited purposes such as issuance of bonus shares, writing off the preliminary expenses in accordance with the provisions of the Companies Act, 2013.

b) Retained earnings

Retained earnings are the profits that the Company has earned till date, less any transfers to general reserve, dividends or other distributions paid to shareholders. It also includes remeasurements gains and losses on defined benefit plans recognised in other comprehensive income (net of taxes).

c) General reserve

Under the erstwhile Companies Act, 1956, general reserve was created through an annual transfer of net income at a specified percentage in accordance with applicable regulations. Consequent to introduction of Companies Act, 2013, the requirement to mandatorily transfer a specified percentage of the net profit to general reserve has been withdrawn. However, the amount previously transferred to the general reserve can be utilised only in accordance with the specific requirements of Companies

Act, 2013. This also includes transfer within equity i.e. transfer from Equity-Settled share-based payment reserve towards the amount recognised for services received from an employee, if the vested equity settled share based payments instruments are later forfeited or not exercised.

d) Equity-settled share-based payment reserve

This reserve is created by debiting the statement of profit and loss account with value of share options granted to the employees. Once shares are issued by the Company, the amount in this reserve will be transferred to share capital, securities premium or retained earnings.

(36)| SEGMENT INFORMATION

Primary Segment - The Chief Operating Decision Maker (CODM) monitors the operating results of the business segment separately for the purpose of making decision about resource allocation and performance assessment. Segment performance is evaluated based on profit or loss and is measured consistently with profit or loss in the financial statements. The operating segment has been identified considering the nature of services, the differing risks and returns, the organization structure and internal financial reporting system. The business segment has been considered as the primary segment for disclosure. The primary business of the Company relates to one business segment namely “Advisory and Transactional Services” comprising of broking and distribution of securities, investment banking and other related financial intermediation services therefore primary business segment reporting as required by Ind AS “Segment Reporting” is not applicable.

(39)| STATEMENT OF CORPORATE SOCIAL RESPONSIBILITY EXPENDITURE

As per Section 135 of the Companies Act, 2013, a Company, meeting the applicability threshold needs to spend at least 2% of its average net profit for the immediately three preceding three financial years on Corporate Social Responsibility (CSR) activities. A CSR committee has been formed by the Company as per Act.

The provisions of Section 135(5) to the Companies Act, 2013 in relation to Corporate Social Responsibility is not applicable to the Company.

(40)| CONTINGENT LIABILITIES ('' In Lacs)
Sr. No.	Particulars	As at 31 March 2024	As at 31 March 2023
	Guarantee
1	Guarantees issued by Banks	17,650.00	18,650.00
	Others
1	Claims against the Company not acknowledged as debt	17.74	17.74
2	Service tax matters in appeal: net of amount of deposited	847.81	847.81
3	GST matter before commissioner appeals: net of amount of deposited	11.41	11.41

- Claims against the Company relate to claims filed against the Company by our customers in the ordinary course of business.

- Service tax matters in appeal:- The company has received service tax demand order for the period 1-07-2012 to 30-09-2014 on the income earned from foreign clients located outside India. The company has filed an appeal which is pending before CESTAT

- Input credit mismatch in GSTR-3Bwith GSTR-2A/Table 8A of GSTR-9 for year ending 31 March 2018. The Company is contesting the same before Commissioner Appeals.

Company has provided bank guarantees for meeting margin requirements of stock exchanges and clearing corporations as under: - ('' In Lacs)
Sr.	Particulars	As at	As at
No.		31 March 2024	31 March 2023
1	NSE Clearing Limited	10,800.00	14,100.00
2	National Stock Exchange of India Limited	50.00	50.00
3	BSE Limited	50.00	50.00
4	Indian Clearing Corporation Limited	50.00	50.00
5	Multi Commodity Exchange of India Limited	6,475.00	4,075.00
6	National Commodity and Derivatives Exchange Limited	225.00	325.00
	Total	17,650.00	18,650.00

(41) CAPITAL COMMITMENTS		('' In Lacs)
Particulars	As at 31 March 2024	As at 31 March 2023
Estimated amounts of contracts remaining to be executed on capital account and not provided for ( net of advances )	32.85	105.71

(42)| SHARE BASED PAYMENTS

NOTE: DISCLOSURE RELATING TO EMPLOYEE STOCK OPTION SCHEMES

Details of Employee Stock Options

ESOP-2005

This scheme was approved by the shareholders at the Extra ordinary General meeting held on 28 January, 2006 for grant of 3,81,250 equity shares of '' 10/- each.

ESOP-2007

This scheme was approved by the shareholders at the Extra Ordinary General Meeting held on 11 January 2008 for grant of 24,26,575 equity shares of '' 10/- each.

ESOP- 2010 - Through Trust Route

This scheme was approved by the shareholders at the Annual General Meeting held on 30 August 2010 for grant of 24,41,995 equity shares of '' 10/- each.

ESOP-2018

This scheme was approved by shareholders through postal ballot process on 21 March 2018 for grant of 24,53,403 equity shares of ''10/-each.

The exercise pricing formula for ESOP Schemes are as under:

ESOP-2007

The exercise price shall be equal to the latest available closing market price on the date prior to the date on which the Nomination, Remuneration and Compensation Committee finalizes the specific number of Options to be granted to the employees.

ESOP-2010

The exercise price shall be calculated on the basis of latest closing price of the Company''s equity shares quoted on the Stock Exchange prior to the date of the grant of Options, which for this purpose shall be date on which the Nomination, Remuneration and Compensation Committee meets to make its recommendations for grant of Options.

ESOP-2018

The exercise price shall be the closing price of the Company''s equity shares quoted on the Stock Exchange immediately prior to the date of grant of the Options, which for this purpose shall be the date on which the Nomination, Remuneration and Compensation Committee meets to make its recommendations for the grant of the Options. The Stock Exchange to be selected for determining the closing price shall be in accordance with the SEBI ESOP Regulations. The Committee may, at its sole discretion, consider a discount to such closing price.

b) Defined benefit plan

The Company has defined benefit gratuity plan governed by the Payment of Gratuity Act, 1972. Every employee who has completed five years or more of service is entitled to gratuity on departure at 15 days last drawn salary for each competed year of service or part thereof in excess of six months.

The plan is funded with insurance companies in the form of qualifying insurance policy. The following table summarize the components of net benefit expense recognized in the statement of profit and loss, other comprehensive income and amount recognized in balance sheet which has been determined by an Actuary appointed for the purpose and relied upon by the Auditors.

Discount rate

The discount rate for this valuation is based on government bonds having similar term to duration of liabilities. Due to lack of deep and secondary bond market in India, government bond yields are used to arrive at the discount rate.

Mortality rate

If the actual mortality rate in the future turns out to be more or less than expected, then it may result in an increase / decrease in the liability.

Employee turnover/withdrawal rate

If the actual withdrawal rate in the future turns out to be more or less than expected, then it may result in an increase / decrease in the liability.

Salary escalation rate

More or less than expected increase in the future salary levels may result in an increase / decrease in the liability.

c) Compensated Absences

The liability towards compensated absences for the year ended 31 March 2024 is based on actuarial valuation carried out using the projected unit credit method by an Actuary appointed for the purpose and relied upon by the Auditors. During the previous year ended 31 Mach 2023, the same was calculated on an actual basis.

Assumptions for the year ended 31 March 2024: -Discount rate (p.a.) : 7.15%

Salary growth rate (p.a.) : 15.00%

(44)| LEASE

The Company has entered into lease contracts for various properties across India for its office premises used in its operations. There are no variable lease payments, residual agreements, sale and leaseback arrangements and other restrictions. The Company also has certain leases with lease terms of 12 months or less. The Company applies the ''Short-term lease'' recognition exemption for these leases.

The total cash outflows for leases are '' 359.76 Lacs for the year ended 31 March 2024 (31 March 2023: '' 331.11 Lacs).

The effective interest rate of lease liabilities is 10.22% with maturities between one to five years.

(45)| RATINGS ASSIGNED BY CREDIT RATING AGENCY

ICRA Limited has reaffirmed rating of [ICRA]A2 to the short term non fund based bank facilities of the Company of '' 25,000 lacs (Previous year: '' 27,000 lacs).

(47) Trade payables includes '' 41.77 Lacs (PY '' 55.10 Lacs) and other liabilities under other financial liabilities includes '' 0.50 Lacs (PY '' 0.17 Lacs) being aggregate amount of deposits in Company''s bank accounts made directly by clients whose details are awaited. Appropriate accounting treatment is given on a regular basis on receipt of required information as and when received.

(48) Income includes '' 0.74 Lacs (PY.? 2.43 Lacs) and expenses includes '' 45.01 Lacs (PY '' 76.52 Lacs) pertaining to earlier year.

(49) | FINANCIAL RISK MANAGEMENT

The Company has established a comprehensive system for risk management and internal controls for all its businesses to manage the risks

that it is exposed. The objective of its risk management framework is to ensure that various risks are identified, measured and mitigated

and also that policies, procedures and standards are established to address these risks and ensure a systematic response in the case of

crystallization of such risks.

The Company has exposure to the following risks arising from financial instruments:

a) Credit risk

b) Liquidity risk

c) Market risk

The risk management system features three lines of defence approach.

1. The first line of defence comprises its operational departments, which assume primary responsibility for their own risks and operate within the limits stipulated in various policies approved by the Board or by committees constituted by the Board.

2. The second line of defence comprises specialized departments such as risk management and compliance. They employ specialized methods to identify and assess risks faced by the operational departments and provide them with specialized risk management tools and methods, facilitate and monitor the implementation of effective risk management practices, develop monitoring tools for risk management, internal controls and compliances, report risk related information and promote the adoption of appropriate risk prevention measures.

3. The third line of defence comprises the internal audit and external audit functions. They monitor and conduct periodic evaluations of the risk management, internal controls, and compliance activities to ensure the adequacy of risk controls and appropriate risk governance and provide the Board with comprehensive feedback.

It is risk of financial loss that the Company will incur a loss because its customers or counterparties to financial instruments fails to meet its contractual obligation.

The Company''s financial assets comprise cash and bank balances, trade receivables, loans, investments, and other financial assets which comprise mainly of income, deposits, advances and other receivables.

The maximum exposure to credit risk at the reporting date is primarily from Company''s trade receivable and loans.

Trade receivable:

The Company applies the Ind AS 109 simplified approach to measure expected credit losses (ECLs) for trade receivables at an amount equal to lifetime ECLs. The ECLs on trade receivables are calculated based on actual historic credit loss experience over the preceding three to five years on the total balance of non-credit impaired trade receivables. The Company considers a trade receivable to be credit impaired when one or more detrimental events have occurred, such as significant financial difficulty of the client or it is becoming probable that the client will enter bankruptcy or other financial reorganization. When a trade receivable is credit impaired, it is written off against trade receivables and the amount of the loss is recognized in the income statement. Subsequent recoveries of amounts previously written off are credited to the income statement.

Loans:

Loans comprise of margin trading funding (MTF) for which staged approach is followed for determination of ECL.

Stage 1 : All standard loans in MTF loan book not due or upto 30 days past due (DPD) are considered as Stage 1 assets for computation of expected credit loss.

Stage 2 : Exposure under stage 2 includes under-performing loans having 31 to 90 days past due (DPD).

Stage 3 : Exposures under stage 3 include non-performing loans with overdue more than 90 days past due (DPD).

Based on historical data, the company assigns Probability of Default (PD) to stage 1 and stage 2 and applies it to the Exposure at Default (EAD) to compute the ECL. For Stage 3 assets PD is considered as 100%.

The company does not have any loan book which may fall under stage 2 or stage 3.

Following table provides information about exposure to credit risk and ECL on Loan

Other financial assets considered to have a low credit risk:

Credit risk on cash and cash equivalents is limited as we generally invest in deposits with banks with high credit ratings assigned by international and domestic credit rating agencies. Investments comprise of quoted equity instruments, mutual funds which are market tradable. Other financial assets include deposits for assets acquired on lease and with qualified clearing counterparties and exchanges as per the prescribed statutory limits.

b) Liquidity risk

Liquidity risk is the risk that the entity will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The entity''s approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to entity''s reputation.

Prudent liquidity risk management requires sufficient cash and marketable securities and availability of funds through adequate committed credit facilities to meet obligations when due and close out market positions.

The Company has a view of maintaining liquidity with minimal risks while making investments. The Company invests its surplus funds in short term liquid assets in bank deposits. The Company monitors its cash and bank balances periodically in view of its short term obligations associated with its financial liabilities.

Market risk arises when movements in market factors (foreign exchange rates, interest rates, credit spreads and equity prices) impact the Company''s income or market value of its portfolios. The Company, in its course of business, is exposed to market risk due to change in equity prices, interest rates and foreign exchange rates. The objective of market risk management is to maintain an acceptable level of market risk exposure while aiming to maximize returns.

(i) Equity Price

The Company''s exposure to equity price risk arises primarily on account of its proprietary positions and on account of margin bases positions of its clients in equity cash and derivative segments.

The Company''s equity price risk is managed in accordance with its Risk Policy approved by Board.

(ii) Interest rate risk

The Company is exposed to Interest rate risk if the fair value or future cash flows of its financial instruments will fluctuate as a result of changes in market interest rates. Fair value interest rate risk is the risk of changes in fair values of fixed interest bearing investments because of fluctuations in the interest rates.

The Company''s interest rate risk arises from interest bearing deposits with bank and loan given to customers. Such instrument exposes the Company to fair value interest rate risk. Management believes that the interest rate risk attached to these financial assets is not significant due to the nature of these financial assets

(iii) Foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates.

Foreign currency risk management

In respect of foreign currency transactions, the Company does not hedge the exposures since the management believes that the same is insignificant in nature and will not have a material impact on the Company.

III. Fair value hierarchy:

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction in the principal (or most advantageous) market at the measurement date under current market conditions (i.e., an exit price), regardless of whether that price is directly observable or estimates using a valuation technique.

The investments included in level 1 of fair value hierarchy have been valued using quoted prices for instruments in an active market. The investments included in Level 2 of fair value hierarchy have been valued using valuation techniques based on observable market data. There were no transfers between level 1 and level 2.

IV. Valuation techniques used to determine fair value:-

• Quoted equity instruments - Quoted closing price on stock exchange.

• Alternative investment funds - Net asset value of the respective schemes.

V. Financial instruments not measured at fair value

Financial assets not measured at fair value include cash and cash equivalents, bank balance other than cash and cash equivalents, trade receivables, loans and other financial assets. These are financial assets whose carrying amounts approximate fair value, due to their short term nature.

Additionally, financial liabilities such as borrowings, trade payables and other financial liabilities are not measured at FVTPL, whose carrying amounts approximate fair value, because of their short-term nature.

At 31 March 2024 and 31 March 2023 the Company did not held any financial assets or financial liabilities which could have been categorized as level 3.

Information about Company''s performance obligation

The performance obligation in regards of arrangement where fees is charged per transaction executed is recognized at point in time when trade is executed.

* As at 31 March, 2024, the company has an aggregate investment of '' 410.00 Lacs (Previous year '' 410.00 lacs) in equity shares of Emkay Wealth Advisory Limited (EWAL), a wholly owned subsidiary.

EWAL is presently engaged in Investment Advisory Services. As at 31 March 2024, it has accumulated losses of '' 214.38 Lacs (Previous year '' 218.99 Lacs) and hence no impairment provision (Previous year '' 10.00 Lacs) is made. Provision as at 31March 2024 towards this investment stands at '' 220.00 Lacs (Previous year '' 220.00 Lacs)

* As at 31 March, 2024, the company has an aggregate investment of '' 500.00 Lacs (Previous year '' 500.00 Lacs) in equity shares of Emkayglobal Financial Services IFSC Pvt. Ltd., a wholly owned subsidiary.

The Company has set up a unit in the ''Gift Multi-Services Special Economic Zone for providing financial services as capital market intermediary in International Financial Service Centre (IFSC). As at 31 March 2024, it has accumulated losses of '' 159.82 Lacs (Previous year '' 104.46 Lacs) and hence an impairment provision of '' 55.00 Lacs (Previous year '' 105.00 Lacs) is made. Provision as at 31March 2024 towards this investment stands at '' 160.00 Lacs (Previous year '' 105.00 Lacs)

(55) The Board of Directors at their meeting held on May 16, 2024, have recommended a dividend of '' 1.50 per share (on face value of '' 10/- per equity share) for the year ended March 31, 2024, subject to the approval of the members at the ensuing annual general meeting. In terms of Ind AS 10 “Events after the Reporting Period”, the Company has not recognized divided as a liability at the end of the reporting period

(56) The Company has used three accounting software(s) for maintaining its books of account which have a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software, except that audit trail feature is not enabled at the database level when using certain access rights insofar as it relates to Sun system, Acer cross and Tradeplus. Further no instance of audit trail feature being tampered with was noted in respect of these softwares.

(57) The Company''s financial statements are presented in Indian Rupees (INR) and all values are rounded to the nearest lac, except when otherwise indicated.

(58) | Disclosure of Capital to risk-weighted assets (CRAR),Tier I CRAR, Tier II CRAR and Liquidity coverage ratios required

under para (WB)(xvi) of Division III of Schedule III to the Act are not applicable to the Company as it is in broking business and not an NBFC registered under section 45-IA of Reserve bank of India Act, 1934.

(55) Other Statutory Information

a) The Company is holding immovable property as disclosed in note no.12. Title deeds of the property are held in the name of the Company.

b) The Company has complied with the requirements of the number of layers prescribed under Section 2(87) of the Companies Act, 2013 read with Companies (Restriction on number of Layers) Rules, 2017.

c) No proceeding has been initiated during the year or pending against the Company for holding any Benami property under the Benami Transactions (Prohibition) Act, 1988 and rules made thereunder.

d) The Company has taken borrowings from Banks on the basis of security of current financial assets and all the quarterly returns filed by the Company with the Banks are in agreement with the financial statements.

e) The Company is not a declared willful defaulter by any bank or financial institution or any other lender.

f) There are no transactions with companies struck off under section 248 of the Companies Act, 2013 or section 560 of Companies Act, 1956.

g) The Company does not have any charges or satisfaction which are yet to be registered with ROC beyond the statutory period.

h) The Company has not entered into any scheme or arrangement which has an accounting impact on the current or previous financial year.

i) The Company has not advanced or loaned or invested funds to any other persons or entities, including foreign entities (Intermediaries) with the understanding that the Intermediary shall:

I. directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (Ultimate Beneficiaries) or

II. provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries

j) The Company has not received any fund from any persons or entities, including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:

I. directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or

II. provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries,

k) The Company does not have any such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961).

l) The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.

m) Daily back up of books of accounts and accounting records is taken on servers physically located in India.

(60) Events after reporting date

There have been no events after the reporting date that require disclosure in these financial statements.

(61) Approval of Financial Statements

The financial statements of the Company for the year ended 31 March 2024 were approved for issue by the Board of Directors at their meeting held on 16 May 2024.

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Mar 31, 2018

1. Corporate Information

Emkay Global Financial Services Limited (“the Company”) was incorporated in 1995 and got listed in 2006. The Company is engaged in the business of providing Stock Broking Services, Investment Banking, Depository Participant Services and Distribution of Third Party Financial Products.

a: Terms/ Rights attached to Equity Shares

The Company has only one class of equity shares having par value of Rs.10/- per share. Each holder of equity share is entitled to one vote per share. The Company declares and pay dividends in Indian Rupees. The dividend proposed if any, by the Board of Directors is subject to the approval of shareholders in the ensuing Annual General Meeting except interim dividend.

In the event of liquidation of the Company, the holders of Equity shares will be entitled to receive remaining assets of the Company after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

c: Shares Reserved for issue under Options:

The Company has reserved issuance of Rs. 22,45,045 (Previous Year Rs. 23,50,925) Equity Shares of Rs. 10/- each for offering to eligible employees of the Company and its subsidiaries under Employees Stock Option Schemes. The Options would vest over a maximum period of four years or such other period as may be decided by the Board/Remuneration Committee subject to the applicable law.

d: Share Application Money Pending Allotment represents application money received on account of exercise of Employees Stock Options (ESOP’S).

Note :

(1) Overdraft from Bank of Rs. NIL (P.Y. Rs. 188,108,349/-) is secured by equitable mortgage of office premises.

(2) Short Term Loan is secured by way of margin money with bank.

* There is no amount due and outstanding to be transferred to the Investor Education and Protection Fund (IEPF) as on March 31, 2018. Unclaimed Dividend, if any, shall be transferred to IEPF as and when they become due.

2. Employees Stock Option Schemes

(i) Disclosure in connection with Company’s Employees Stock Option Schemes:-

a) The Company has granted Employee Stock Options (ESOP) to its employees and employees of its subsidiaries. During the year ended 31st March, 2018, following schemes were in operation:

* Options granted under ESOP - 2007 includes 120,000 options to employees of Subsidiary Companies.

** Closing market price prior to the date of grant.

b) The Company introduced ESOP-2010 Scheme during the year 2010-11 and consequently set up “Emkay Employees Welfare Trust (ESOP Trust)” to administer and implement the said Scheme in accordance with recommendations of the Nomination, Remuneration and Compensation Committee of the Company. Consequent to various Circulars and Notifications issued by SEBI from January 2013 onwards (including Notification of Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 on 28.10.2014 and subsequent amendments thereof), the Company first modified its Employee Stock Option Plan 2010 (ESOP-2010) on 20.12.2013 vide Members Resolution whereby the said ESOP Trust can only subscribe to the shares of the Company and no secondary market purchases were allowed. Subsequently, the company for the second time modified its Employee Stock Option Plan 2010 by passing members special resolution through postal ballot process on 9th March 2016 whereby ESOP Trust is authorized to purchase shares of the Company from the secondary market, some changes made in the definition of employee(s), number of shares held by the ESOP Trust from secondary market acquisition not to exceed 5% of the paid up equity capital so as to be in complete compliance with Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 including any subsequent amendments thereof.

d) The Company has accounted Compensation Cost for the Stock Options granted using intrinsic value method. Had the Company used the fair value method for calculating compensation cost for Stock Options granted, the impact on the Company’s net profit and earnings per share would have been as per the Proforma amounts indicated below:

e) The Fair Value and other disclosures and assumptions have been determined by an independent consultant and relied upon by the Auditors.

(ii) The Company has provided interest free loan to “Emkay Employees Welfare Trust” an independent ESOP Trust which is administrating ESOP 2010 Scheme of the Company and the loan outstanding as at 31st March, 2018 is Rs. NIL (Previous Year Rs. 374 Lacs). As on 31st March, 2018, the trust has 125,767 (net of 261,363 equity shares sold during financial year 2017-2018 in the secondary market) equity shares of the Company purchased from the market (having cost of acquisition amounting to Rs. 98.14 lacs) during the period commencing from September 2010 to July 2011 for Stock Options granted/to be granted from time to time to the eligible employees. The said holding of 125,767 equity shares comprises of 110,267 equity shares of the Company for which Options are yet to be granted (which includes

Options lapsed due to employees leaving the Company) herein after called “Un-appropriated Options” and 15,500 equity shares against which Options are already granted to the eligible employees.

From the date of notification of SEBI (Share based Employee Benefits) Regulations,2014 i.e. 28.10.2014, the Company had a choice to either appropriate the Un- appropriated Options within one year i.e. by 27.10.2015 or to sell in the secondary market within five years i.e. by 27.10.2019. Since the Company could not appropriate the Un-appropriated Options by 27.10.2015, the Company had sold 261,363 equity shares during the FY 2017-18 in the secondary market and the remaining Un-appropriated Options representing 110,267 equity shares shall be sold in the secondary market on or before 27.10.2019.

The Company introduced ESOP-2018 Scheme during the year ended 31.03.2018. The said scheme was approved by the shareholders of the Company on 21.03.2018 through postal ballet process. Consequently, the Company filed the said ESOP Scheme to the two stock exchanges where the equity shares of the company are presently listed namely, Bombay Stock Exchange Limited and National Stock Exchange of India Limited for in-principle approval.

National Stock Exchange of India Limited granted in-principle on 18.04.2018 and Bombay Stock Exchange Limited on 26.04.2018. Under this ESOP Scheme approval for listing of maximum 2,453,403 equity shares of Rs. 10/- each of the Company has been obtained.

No ESOP’s under the said scheme have been granted by the Company to its employees or to the employees of it’s wholly owned subsidiary companies during the financial year ended 31.03.2018.

2. Defined Benefit Plan

Disclosure on retirement benefits as required in Accounting Standard 15 (AS -15) on “Employee Benefits” is given below:

The details of the Company’s post-retirement benefit plan for gratuity for its employees in conformity with the principles set out in AS -15 which has been determined by an Actuary appointed for the purpose and relied upon by the Auditors are given below :

3. a) Shares (i) received from Clients/ Remissiers/ Sub-brokers as collateral for Margins/ Security Deposits, (ii) of Clients, withheld against their outstanding balances, are held by the Company in its own name in a fiduciary capacity. Depending upon business needs of the Company, some of these shares are lodged with the Exchanges towards Additional Base Capital/ Exposure.

(b) Client Fixed Deposits are kept as collateral for their margin requirements are lien marked directly in favor of stock exchanges through their Clearing Corporations / Professional Clearing Member and are utilized towards Additional Base Capital/ Exposure/ Margin requirement of the Company.

4. Payment to Auditors includes amounts paid to previous auditors for the following Rs. NIL (P.Y. 6,874/-) in Audit Fees, Rs. NIL (P.Y. 500/-) in Tax Audit Fees, Rs. 350/- (P.Y. 1,221/-) in Taxation Matter, Rs. 2412/- (P.Y. 1,763/-) in Other Services towards Swachh Bharat Cess. Further, Payment to Auditors include Rs. 80,500/- in Taxation Matter and Rs. 555,000/- in Other Services, paid to previous Auditors of the Company.

5. Other Current Liabilities includes Rs. 1,640,778/- (P.Y. Rs. 1,068,147/-) being aggregate amount of deposits in Company’s bank accounts made directly by Clients whose details are awaited.

6. Expenses includes Nil (P.Y. 1,296,663/-) pertaining to earlier year.

7. Disclosure on Specified Bank Notes (SBNs):-

a) The requirements for the disclosure regarding details of SBNs held and transacted during 8th November, 2016 to 30th December, 2016 were applicable for financial year ended 31st March 2017 and hence no disclosure has been made in the current year. Corresponding amounts as appearing in the audited standalone financial statement for the year ended 31st March, 2017 have been disclosed in (b) herein below.

b) Details of Specified Bank Notes (SBN) held and transacted during the period from 8th November, 2016 to 30th December, 2016 as follows:-

8. Assets taken on Operating Leases

(a) The Company has taken various commercial premises on operating leases. These lease arrangements are normally renewable on expiry. The rental expenses (net of recovery) in respect of above operating leases is Rs. 18,928,002/-(P.Y. Rs. 16,929,548/-)

(b) The future minimum lease payments in respect of non-cancellable operating leases are as follows:-

9. Segment information

(a) Primary Segment:

The Company’s operations relate to one reportable business segment namely “Advisory and Transactional Services” comprising of Broking & Distribution of Securities, Investment Banking and other related Financial Intermediation Services therefore primary business segment reporting as required by Accounting Standard 17 “Segment Reporting” is not applicable.

(b) Secondary Segment:

The Company operates in India and hence there are no reportable Geographical Segments.

10. Pursuant to section 135 of Companies Act, 2013 and Rules thereunder, the Company was required to spend Rs. 3.48 Lacs towards Corporate Social Responsibility (CSR) related activities during the financial year ended 31.03.2018. The Company has given contribution to Emkay Charitable Foundation, a section 8 company as per the Companies Act, 2013. Refer Annexure to the Directors report namely “Annual Report on Corporate Social Responsibility (‘CSR’) activities for the financial year 2017-18” for the disclosure of the activities undertaken by Emkay Charitable Foundation on behalf of the Company.

11. a) Detailed information in respect of Equity Index / Stock Futures contracts outstanding and held for trading purpose (Open Interest) :

b) Detailed information in respect of Equity Index / Stock Options contracts outstanding and held for trading purpose (Open Interest):-

12. Detailed information in respect of Securities traded in :-

13. Provision for taxation has been made considering the provisions of Section 115JB of the Income Tax Act 1961.

14. Exceptional Items

15. Contribution as Sponsor in Emkay Emerging Stars Fund and Emkay Emerging Stars Fund-II Company has committed a sum of Rs. 100,000,000/- as sponsor for Emkay Emerging Stars Fund, first scheme of Emkay Emerging Stars Trust, a determinate Trust, organized under the Indian Trusts Act, 1882 and registered as a Category III Alternative Investment Fund by SEBI under the Securities and Exchange Board of India (Alternative Investment Funds) Regulations, 2012. A sum of Rs. 35,000,000/has been contributed by the Company during the financial year ended 31.03.2018. Balance sum of Rs. 65,000,000/- shall be contributed as and when draw down notice shall be received by the Company from Emkay Emerging Stars Fund.

Further, Company has also committed a sum of Rs. 22,500,000/- as sponsor for Emkay Emerging Stars Fund-II, second scheme of Emkay Emerging Stars Trust, a determinate Trust, organized under the Indian Trusts Act, 1882 and registered as a Category III Alternative Investment Fund by SEBI under the Securities and Exchange Board of India (Alternative Investment Funds) Regulations, 2012. A sum of Rs. 7,875,000/- has been contributed by the Company during the financial year ended 31.03.2018. Balance sum of Rs.14,625,000/- shall be contributed as and when draw down notice shall be received by the Company from Emkay Emerging Stars Fund-II.

16. The Board of Directors at their meeting held on May 28, 2018 proposed a dividend of Rs. 1.50 per share and one time special dividend of Rs. 0.50 per share for the year ended March 31, 2018, subject to the approval of the members at the ensuing Annual General Meeting. In terms of revised Accounting Standard (AS) 4 “Contingencies and Events occurring after the Balance Sheet date”, the Company is not required to provide for dividend proposed/ declared after the Balance Sheet date. Consequently, no provision has been made in respect of the aforesaid dividend proposed by the Board of Directors for the year ended March 31, 2018. If approved, the total liability arising to the Company would be Rs. 591.54 Lacs including dividend tax.

17. (i) Additional information required pursuant to Part II of Schedule III to the Companies Act, 2013:

(ii) Other additional information required pursuant to Part II of Schedule III of the Companies Act, 2013 are not applicable to the Company.

18. The financial statements of the Company for the year ended March 31, 2017, included in these standalone financial statements, have been audited by the predecessor auditor

19. Previous year figures have been regrouped / reclassified, where necessary, to conform to this year’s classification.

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Mar 31, 2017

1. In the opinion of Board of Directors, the Assets other than Fixed Assets and Non-Current Investments have value on realization in ordinary course of business at least equal to the amount at which they are stated except as otherwise stated. Provision for all known and determined liabilities is adequate and not in excess of the amount reasonably required.

2. (a) Shares (i) received from Clients/ Remises/ Sub-brokers as collateral for Margins/ Security Deposits, (ii) of

Clients, withheld against their outstanding balances, are held by the Company in its own name in a fiduciary capacity. Depending upon business needs of the Company, some of these shares are lodged with the Exchanges towards Additional Base Capital/ Exposure.

(b) Fixed Deposits taken out from banks by the Clients in the name of Company as collateral for their margin requirements are lien marked directly in favor of Stock Exchanges through their Clearing Corporations / Professional Clearing Member and are utilized towards Additional Base Capital/ Exposure/ Margin requirement of the Company.

3. Payment to Auditors includes Rs. 6,874/- (PY 5,750/-) in Audit Fees, Rs. 500/- (PY 500/-) in Tax Audit Fees, Rs. 1,221/-(PY 2,250/-) in Taxation Matter, Rs. 1,763/- (PY 563/-) in Other Services towards Swachh Bharat Cess.

4. Other Current Liabilities includes Rs. 10, 68,147/- (P.Y. Rs. 11, 45,504/-) being aggregate amount of deposits in Company''s bank accounts made directly by Clients whose details are awaited. The liabilities are properly adjusted subsequently on receipt of information from them.

5. Income includes Nil (P.Y.4, 92,339/-) and expenses includes Rs. 12, 96,633/- (P.Y.26,68,887/-) pertaining to earlier year.

6. Assets taken on Operating Leases (on and after 1^st April, 2003) :-

(a) The Company has taken various commercial premises under operating leases. These lease arrangements are normally renewable on expiry. The rental expenses (net of recovery) in respect of above operating leases is Rs. 1,69,29,548/- (P.Y. Rs. 1,74,66,573/-)

7. Segment information (a) Primary Segment:

The Company''s operations relate to one reportable business segment namely "Advisory and Transactional Services" comprising of Broking & Distribution of Securities, Investment Banking and other related Financial Intermediation Services therefore primary business segment reporting as required by Accounting Standard 17 "Segment Reporting" is not applicable.

(b) Secondary Segment:

The Company operates in India and hence there are no reportable Geographical Segments.

The Company has Investment of Rs. 41,000,000/- in Equity Shares of Emkay Insurance Brokers Limited (EIBL), a wholly owned subsidiary as at 31^st March, 2017. EIBL, though a going concern, is incurring losses and has huge accumulated losses. Based on EIBL''s Net worth as at 31^st March, 2017, and in accordance with the requirement of the Accounting Standard (AS)-13 - Accounting for Investments, the management of the Company has estimated a provision of Rs. 33,500,000/- towards diminution in value of its investment in EIBL which is other than temporary in nature.

8. As at 31^st March, 2017 the Company has an aggregate investment of Rs. 85,000,000/- in Equity and Preference Shares of Emkay Commotrade Limited (ECL), a wholly owned subsidiary and provided Corporate Guarantee of Rs. 200,000,000/-towards fund/non-fund based facilities availed by ECL from bank. ECL is engaged in commodity broking and has accumulated losses of Rs. 47,744,188/- as at 31^st March, 2017, which has resulted in substantial erosion of ECL''s Net worth. However, ECL has stopped incurring losses and has earned profits during the last two financial years resulting into reduction in accumulated losses from Rs. 59,789,340/- as at 31^st March, 2015 to Rs. 47,744,188/- as at 31^st March, 2017. Also ECL has reached settlement with certain debtors for recovery of dues of Rs. 40,000,000/- which were fully provided earlier and out of the said dues, a sum of Rs. 2,400,000/- is recovered during this year and balance amount of Rs. 37,600,000/- is being realized in a phased manner as per consent terms executed before the Hon''ble High Court of Judicature at Bombay. Accordingly, ECL''s management expects to generate sufficient profits in the future years. Therefore, in the opinion of the management of the Company the carrying value of its investment in ECL as at 31^st March, 2017 is appropriate and diminution in the value of investment is considered as temporary in nature.

9. The Board of Directors at their meeting held on May 24^th, 2017 proposed a dividend of Rs. 1.00 per Share for the year ended March 31^st, 2017, subject to the approval of the members at the ensuing Annual General Meeting. In terms of Revised Accounting Standard (AS) 4 "Contingencies and Events occurring after the Balance Sheet date", the Company is not required to provide for dividend proposed/ declared after the Balance Sheet date. Consequently, no provision has been made in respect of the aforesaid dividend proposed by the Board of Directors for the year ended March 31, 2017. If approved, the total liability arising to the Company would be Rs. 294.13 Lakhs including dividend tax.

(ii) Other additional information required pursuant to Part II of Schedule III of the Companies Act, 2013 are not applicable to the Company.

10. Figures of previous year have been regrouped, recasted and rearranged wherever necessary to make them comparable with the figures of the current year.

11. Figures in brackets indicate previous year''s figures.

12. Figures have been rounded off to the nearest rupees.

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Mar 31, 2016

b: Terms/rights attached to equity shares

The Company has only one class of equity shares having par value of Rs..10/- per share. Each holder of equity shares is entitled to one vote per share. The Company declares and pay dividends in Indian Rupees. The dividend proposed if any by the Board of Directors is subject to the approval of shareholders in the ensuing Annual General Meeting except interim dividend.

During the year ended 31st March,2016, the amount of per share dividend recognized as distributions to equity shareholders as interim was Rs.1.00 ( PY Nil ).

In the event of liquidation of the company, the holders of Equity shares will be entitled to receive remaining assets of the Company after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

d: Shares Reserved for issue under Options:

The Company has reserved issuance of 23,66,325 ( Previous Year 23,66,325 ) Equity Shares of Rs 10/- each for offering to eligible employees of the Company and its subsidiaries under Employees Stock Option Schemes. The Options would vest over a maximum period of four years or such other period as may be decided by the Board/ Remuneration Committee subject to the applicable law.

Note: (1) Overdraft referred above to the extent of :

(a) Rs Nil (P.Y.118,360,038/-) is secured by equitable mortgage of office premises, and

(b) Rs Nil (P.Y.2,857,898/-) is secured by way of lien against term deposits with bank.

(1) Short Term Loan from Bank of Rs.45,000,000/- (PY. Nil) is secured by way of lien against term deposits with bank.

Disclosures required under section 22 of the Micro, Small and Medium Enterprises Development Act, 2006:-

There are no amounts payable to any Micro, Small & Medium Enterprises as defined under the MSMED Act, 2006 and identified by the management from the information available with the Company and relied upon by the Auditors.

* There is no amount due and outstanding to be transferred to the Investor Education and Profession Fund (IEPF) as on 31st March, 2016 except Rs.3451/- Which has since been deposited. Unclaimed dividend, if any shall be transferred to IEPF as and when they become due.

2. Employees Stock Option Schemes

(i) Disclosure required pursuant to “Guidance Note on Accounting for Employee Share- based payments” in connection with Company’s Employees Stock Option Schemes :-

a) The Company has granted Employee Stock Options (ESOP) to its employees and employees of its subsidiaries. During the year ended 31st March, 2016, following schemes were in operation:

* Options granted under ESOP - 2007 includes 1,20,000 options to employees of Subsidiary Companies.

** Closing market price prior to the date of grant.

b) The Company introduced ESOP-2010 Scheme during the year 2010-11 and consequently set up “Emkay Employees Welfare Trust (ESOP Trust)” to administer and implement the said Scheme in accordance with recommendations of the Nomination, Remuneration and Compensation Committee of the Company. Consequent to various Circulars and Notifications issued by SEBI from January 2013 onwards (including Notification of Securities and Exchange Board of India (Share Based Employee Benefits) Regulations , 2014 on 28.10.2014 and subsequent amendments thereof), the Company first modified its Employee Stock Option Plan 2010 on 20.12.2013 vide Members Resolution whereby the said ESOP Trust can only subscribe to the shares of the Company and no secondary market purchases were allowed. Subsequently, the Company for the second time modified its Employee Stock Option Plan 2010 by passing members special resolution through postal ballot process on 9th March 2016 whereby ESOP Trust is authorized to purchase shares of the company from the secondary market, some changes made in the definition of employee(s), number of shares held by the ESOP Trust from secondary market acquisition not to exceed 5% of the paid up equity capital and power to borrow money from Company so as to be in complete compliance with Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 including any subsequent amendments thereof.

d) The Company has accounted compensation cost for the Stock Options granted using intrinsic value method. Had the Company used the fair value method for calculating compensation cost for Stock Options granted, the impact on the Company’s net profit and earning per share would have been as per the proforma amounts indicated below:

e) The fair value and other disclosures and assumptions have been determined by an independent consultant and relied upon by the Auditors.

(ii) The Company has provided interest free loan to “Emkay Employees Welfare Trust” an independent ESOP Trust which is administrating ESOP 2010 Scheme of the Company and the loan outstanding as at 31st March, 2016 is Rs 574.00 Lacs (Previous Year Rs 580.00 Lacs). As on 31st March, 2016, the Trust has 7,54,648 equity shares of the Company purchased from the market (having cost of acquisition amounting to Rs 588.85 lacs) during the period commencing from September,2010 to July, 2011 for Stock Options granted/to be granted from time to time to the eligible employees. The said holding of 7,54,648 equity shares comprises of 6,67,148 equity shares of the Company for which Options are yet to be granted (which includes Options lapsed due to employees leaving the company) herein after called “Un-appropriated Options” and 87,500 equity shares against which Options are already granted to the eligible employees.

From the date of notification of SEBI (Share based Employee Benefits) Regulations,2014 i.e. 28.10.2014, the Company had a choice to either appropriate the Un- appropriated Options within one year i.e. by 27.10.2015 or to sell in the secondary market within five years i.e. by 27.10.2019. Since the company could not appropriate the Un-appropriated Options by 27.10.2015 , the same shall be sold in the secondary market on or before 27.10.2019.

The repayment of the loan granted by the Company to the ESOP Trust is dependent on the time and price at which Un-appropriated Options representing 6,67,148 equity shares of the Company shall be sold in the secondary market and Options representing 87,500 equity shares by the eligible employees shall be exercised.

Since, the current market value of the shares held by the said ESOP Trust is lower than the cost of acquisition by Rs 181.34 Lacs which is on account of market volatility being temporary in nature, the impact of fall in market value if any, shall be appropriately considered by the Company in its Statement of Profit and Loss at the time of exercise of Options by the eligible employees and/or on sale of shares for Un-appropriated Options.

3. Exceptional items of Rs 3587.06 Lacs represents loss suffered on account of a material erroneous trade and accounted for during the year ended 31st March, 2015 as per the SAT Orders and settlement with counter party brokers. Interest accrued of Rs 2.81 Lacs (PY Rs 356.07 Lacs) on the said recovery has been included in “Other Income”.

4. Disclosure on retirement benefits as required in Accounting Standard 15 (AS - 15) on “Employee Benefits” are given below:

(i) Defined Contribution Plan

The Company has recognized the following amounts in Statement of Profit and Loss towards Contribution to Defined Contribution Plans which are included under “Contribution to Provident fund and other funds”:

(ii) Defined Benefit Plan

The details of the Company’s post retirement benefit plan for gratuity for its employees in conformity with the principles set out in AS - 15 which has been determined by an Actuary appointed for the purpose and relied upon by the Auditors are given below :

5. In the opinion of Board of Directors, the assets other than Fixed Assets and Non-Current Investments have value on realization in ordinary course of business at least equal to the amount at which they are stated except as otherwise stated. Provision for all known and determined liabilities is adequate and not in excess of the amount reasonably required.

6. (a) Shares (i) received from Clients / Remisiers / Sub-brokers as collateral for margins / security deposits, (ii) of clients, withheld against their outstanding balances, are held by the Company in its own name in a fiduciary capacity. Depending upon business needs of the Company, some of these shares are lodged with the Exchanges towards additional base capital/ exposure.

(b) Fixed Deposits taken out from banks by the clients in the name of Company as collateral for their margin requirements are lien marked directly in favor of Stock Exchanges through their Clearing Corporations / Professional Clearing Member and are utilized towards Additional Base Capital / Exposure / Margin requirement of the Company.

7. Payment to Auditors includes Rs 5,750/- (PY Nil) in Audit Fees, Rs 500/- (PY Nil) in Tax Audit Fees, Rs 2,250/- (PY Nil) in Taxation Matter, Rs 563/- (PY Nil) in Other Services towards Swacch Bharat Cess.

8. Other current liabilities includes Rs 11,45,504/- (P.Y. Rs 18,59,884/-) being aggregate amount of deposits in Company''s bank accounts made directly by clients whose details are awaited.

9. Income includes Rs 4,92,339/- (P.Y.Nil) and expenses includes Rs 26,68,887/-(P.Y.Nil) pertaining to earlier year.

10. Disclosure in respect of Loans and Advances in the nature of Loans pursuant to Schedule V of Securities and Exchange Board of India (listing Obligations and Disclosure Requirements) Regulations, 2015:-

* for acquiring shares of the company for ESOP 2010

11. Assets taken on Operating Leases (on and after 1st April, 2003) :-

(a) The Company has taken various commercial premises under operating leases. These lease arrangements are normally renewable on expiry. The rental expenses (net of recovery) in respect of above operating leases is Rs 1,74,66,573/- (P.Y. Rs 1,90,49,239/-)

16. Segment information

(a) Primary Segment:

The Company''s operations relate to one reportable business segment namely “Advisory and Transactional Services” comprising of Broking & Distribution of Securities, Investment Banking and other related Financial Intermediation Services therefore primary business segment reporting as required by Accounting Standard

12 “Segment Reporting” is not applicable.

(b) Secondary Segment:

The company operates in India and hence there are no reportable Geographical Segments.

(c) Pursuant to issuance of “Guidance Note on Accounting for Derivative Contracts" by The Institute of Chartered Accountants of India on 12th May, 2015, the Company has recognized the open position in derivative instruments held for trading purposes in the balance sheet at fair value. The same were hitherto recognized at cost with provision for anticipated losses, if any. This change has not resulted in any effect on the profit for the year.

13. The provisions of section 135 of the Companies Act, 2013 pertaining to expenditure on Corporate Social Responsibility are not applicable to the Company.

14. Pursuant to enactment of Companies Act 2013, the Company has applied the estimated useful lives as specified in Schedule II. Accordingly:-

- The unamortized carrying value is being depreciated/amortized over the revised/remaining useful lives. Consequently, depreciation for the previous year is higher by Rs 89,40,269/-.

- The written down value of Fixed Assets whose lives have expired as at 1st April, 2014 have been adjusted net of tax, in the opening balance of Statement of Profit and Loss amounting to Rs 740,271/- in respect of previous year.

15. Disclosure regarding loans given, investments made and guarantee given pursuant to section 186(4) of the Companies Act, 2013 :

a) Loans Given - Refer note no.4(ii) and note no.17(B)(III)(d)

b) Investments made - Refer note no.3.10

c) Guarantee given - Refer note no.8.A.(iii)

16. Commission to Directors of Rs 3,50,000/- (P.Y. Rs Nil) represents Commission to Independent Directors.

17. In view of unabsorbed depreciation and carry forward losses under tax laws and considering the principle of virtual certainty as stated in the “Accounting Standard AS-22 - Accounting for Taxes on Income “, the Company has not recognized deferred tax assets available to it and has recognized deferred tax liabilities to which it is liable.

18. Provision for taxation has been made considering the provisions of Section 115JB of the Income Tax Act 1961.

19. The Company is entitled to MAT credit of Rs 2,40,00,000/- which shall be recognized as an asset as and when there are convincing evidence for the realization of the same.

20. (i) Additional information required pursuant to Part II of Schedule III to the Companies Act, 2013:-

(ii) Other additional information required pursuant to Part II of Schedule III of the Companies Act, 2013 are not applicable to the Company.

21. Figures of previous year have been regrouped, recasted and rearranged wherever necessary to make them comparable with the figures of the current year.

22. Figures in brackets indicate previous year’s figures.

23. Figures have been rounded off to the nearest rupees.

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Mar 31, 2015

A: Terms/Rights attached to equity shares

The Company has only one class of equity shares having par value of Rs.10/- per share. Each holder of equity shares is entitled to one vote per share. The Company declares and pay dividends in Indian Rupees. The dividend proposed if any, by the Board of Directors is subject to the approval of shareholders in the ensuing Annual General Meeting except interim dividend.

In the event of liquidation of the company, the holders of Equity shares will be entitled to receive remaining assets of the Company after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

B: Shares Reserved for issue under options:

The Company has reserved issuance of 23,66,325 (Previous Year 23,66,325) Equity Shares of Rs.10/- each for offering to eligible employees of the Company and its subsidiaries under Employees Stock Option Schemes. The Options would vest over a maximum period of four years or such other period as may be decided by the Board/ Remuneration Committee subject to the applicable law.

Note: Represents received from Authorised Persons/Sub-Brokers and treated as long term as they are expected to remain with the Company for a period of more than one year.

Note: Overdraft referred above to the extent of :

(a) Rs.118,360,038/- (P.Y.15,33,57,533/-) is secured by equitable mortgage of office premises and

(b) Rs.2,857,898/- (P.Y.NIL) is secured by way of lien against term deposits with banks

Note:-

1. Deposits with banks includes deposits of Rs.296,250,000/- (P.Y. Rs.292,250,000/-) with maturity of more than 12 months.

2. Deposits with banks includes

- Deposit of Rs.45,87,50,000/- (P.Y. Rs.38,37,50,000/-) held as margin for bank guarantee.

- Deposit of Rs.3,00,00,000/- (P.Y. Rs.3,00,00,000/-) held as security for bank overdraft facility

- Deposit of Rs.4,43,30,921/- (P.Y. Rs.3,13,10,835/-) lodged with exchanges/professional clearing member towards base/ additional base capital.

2. Employees Stock Option Schemes

(i) Disclosure required pursuant to "Guidance Note on Accounting for Employee Share- based payments" in connection with Company's Employees Stock Option Schemes :-

a) The Company has granted Employee Stock Options (ESOP) to its employees and employees of its subsidiaries. During the year ended 31st March, 2015, following schemes were in operation:

* Options granted under ESOP - 2007 includes 1,20,000 options to employees of Subsidiary Companies.

** Closing market price prior to the date of grant.

b) The Company introduced ESOP-2010 Scheme during the year 2010-11 and set up "Emkay Employees

Welfare Trust" to administer and implement this in accordance with recommendations of the Nomination, Remuneration and Compensation Committee of the Company. Consequent to various circulars issued by SEBI from January 2013 onwards, the company has modified its Employee Stock Option Plan 2010 on 20.12.2013 vide Members Resolution whereby the said ESOP Trust can only subscribe to the shares of the company and no secondary market purchases shall be allowed. The company may grant financial assistance to the ESOP Trust for this purpose with or without interest.

c) Details of activity under the ESOP Schemes have been summarized below:

d) The Company has accounted compensation cost for the stock options granted using intrinsic value method. Had the Company used the fair value method for calculating compensation cost for stock options granted, the impact on the Company's net profit and earning per share would have been as per the proforma amounts indicated below:

e) The fair value and other disclosures and assumptions have been determined by an independent

consultant and relied upon by the Auditors.

(ii) The Company has provided interest free loan to "Emkay Employees Welfare Trust" an independent ESOP Trust which is administrating ESOP 2010 Scheme of the Company and the loan outstanding as at 31st March, 2015 is Rs.580.00 Lac (Previous Year Rs.580.00 Lac). As on 31st March, 2015, out of the said loan, the trust has purchased, 7,54,648 equity shares of the Company from the market during the period starting from September, 2010 to July, 2011 for Stock Options granted/to be granted from time to time to the eligible employees. Further as on 31st March, 2015, the trust hold 6,67,148 equity shares of the company for which options are yet to be granted for which it has time till 31.03.2016 to either grant options or sell in the secondary market by 27.10.2019 being end of five years from the notification of SEBI (Share based Employee Benefits) Regulations, 2014. The repayment of the loan granted by the Company to the trust is dependent on the exercise of the options by the eligible employees and the market price of the underlying shares of the unexercised Options at the end of the respective exercise period. As on 31st March, 2015, 48,750 Options have vested to the eligible employees and 38,750 Options are yet to be vested. The current market value of the shares held by the said trust is lower than the cost of acquisition by Rs.155.68 Lac which is on account of market volatility. The impact of fall in market value, if any would be appropriately considered by the company in its Statement of Profit and Loss at the time of exercise of Options by the eligible employees.

5. Out of "Advances Recoverable" as on March 31, 2014 of Rs.5194.04 Lac from National Stock Exchange of India Limited (NSE) which was paid to them on account of loss occurred due to a manifest material mistake on October 5, 2012 while executing a sale order on Cash Segment of NSE, Rs.3587.06 Lac has been accounted for as loss during the year under the head "Exceptional Items" net of recovery of Rs.1606.98 Lac subsequent to balance sheet date as per the SAT orders and settlement with counter party brokers. Interest accrued of Rs.356.07 Lac till March 31, 2015 on the said recovery has been included in "Other Income".

3. Disclosure on retirement benefits as required in Accounting Standard 15 (AS - 15) on "Employee Benefits" are given below:

(i) Defined Contribution Plan

The Company has recognized the following amounts in Statement of Profit and Loss towards Contribution to Defined Contribution Plans which are included under "Contribution to Provident fund and other funds":

(ii) Defined Benefit Plan

The details of the Company's post retirement benefit plan for gratuity for its employees in conformity with the principles set out in AS - 15 which has been determined by an Actuary appointed for the purpose and relied upon by the Auditors are given below :

4. In the opinion of Board of Directors, the assets other than fixed assets and non-current investments have value on realisation in ordinary course of business at least equal to the amount at which they are stated except as otherwise stated.

5. Contingent Liabilities and Commitments:- (A) Contingent Liabilities:-

Particulars As at 31st As at 31st March, 2015 March, 2014 Amount Amount

(i) Claims against the company not 634,728 30,70,450 acknowledged as debts

(ii) Guarantees issued by the Banks 917,500,000 767,500,000

Corporate guarantee issued in favor of a bank to secure credit facilities sanctioned by the bank to Emkay Commotrade Limited (a Subsidiary Company) 200,000,000 200,000,000

(iv) Income Tax matters in appeal (Net of taxes paid) 9,95,510 35,96,872

Towards occurrence of manifest material mistake while executing a sale order as (v) NA Nil at 31st March,2014 (Net of payment of Rs.519,404,259/-)

6. (a) Shares (i) received from clients/ Remisiers/ Sub-brokers as collateral for margins/ security deposits, (ii) of clients, withheld against their outstanding balances, are held by the company in its own name in a fiduciary capacity. Depending upon business needs of the company, some of these shares are lodged with the exchanges towards additional base capital/ exposure.

(b) Fixed Deposits taken out from banks by the clients in the name of company as collateral for their margin requirements are lien marked directly in favor of stock exchanges through their custodians and are utilized towards additional base capital/ exposure/ margin requirement of the Company.

7. There are no amounts payable to any micro, small and medium enterprises as identified by the management from the information available with the Company and relied upon by auditors.

8. Other current liabilities includes Rs.18,59,884/- (P.Y. Rs.11,44,075/-) being aggregate amount of deposits in Company's bank accounts made directly by clients whose details are awaited. The liabilities are properly adjusted subsequently on receipt of information from them.

9. Considering the principle of virtual certainty as stated in the "Accounting Standard AS-22 -Accounting for Taxes on Income", the deferred tax assets have not been recognized.

10. Disclosure in respect of Loans and Advances in the nature of Loans pursuant to clause 32 of Listing Agreement:-

11. Assets taken on Operating Leases (on and after 1st April, 2003) :-

(a) The Company has taken various commercial premises under operating leases. These lease arrangements are normally renewable on expiry. The rental expenses (net of recovery) in respect of above operating leases is Rs.1,90,49,329/- (P.Y. Rs.2,26,58,402/-)

(b) The future minimum lease payments in respect of non-cancellable operating leases are as follows:

12. Segment information

(a) Primary Segment:

The Company's operations relate to one reportable business segment namely "Advisory and Transactional Services" comprising of Broking & Distribution of Securities, Investment Banking and other related Financial Intermediation Services.

(b) Secondary Segment:

The Company operates in India and hence there are no reportable Geographical Segments.

13. Related Party Disclosures:

(A) List of Related Parties (where transactions have taken place)

14. The provisions of section 135 of the Companies Act, 2013 pertaining to expenditure on Corporate Social Responsibility are not applicable to the Company.

15. Pursuant to enactment of Companies Act 2013, the Company has applied the estimated useful lives as specified in Schedule II, except in respect of certain assets as disclosed in Accounting Policy on Fixed Assets and Depreciation. Accordingly the unamortized carrying value is being depreciated/amortised over the revised/remaining useful lives. The written down value of Fixed Assets whose lives have expired as at 1st April, 2014 have been adjusted net of tax, in the opening balance of Statement of Profit And Loss amounting to Rs.740,271/-. Consequently, depreciation for the year ended 31.03.2015 is higher by Rs.89,40,269/-.

16. Disclosure regarding loans given, investments made and guarantee given pursuant to section 186(4) of the Companies Act, 2013 :

a) Loans Given - Refer note no.4(ii)

b) Investments made - Refer note no.3.9

c) Guarantee given - Refer note no.8.A. (iii)

17. Other additional information required pursuant to Part II of Schedule III of the Companies Act, 2013 are not applicable to the Company.

18. Figures of previous year have been regrouped, recasted and rearranged wherever necessary to make them comparable with the figures of the current year.

19. Figures in brackets indicates previous years figures.

20. Figures have been rounded off to the nearest rupees.

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Mar 31, 2014

1. Corporate Information

The Company was incorporated on 24th January, 1995 as a private limited Company by the name of Emkay Share and Stock Brokers Private Limited. On 20th October, 2005, the Company was converted into a public limited Company and the name got changed to Emkay Share and Stock Brokers Limited. Subsequently with effect from 2nd June, 2008, the name of the Company was changed to Emkay Global Financial Services Limited. The Company came out with the Initial Public Offer and got listed on NSE and BSE on 28th April, 2006. The Company is presently having membership of various exchanges and is in the business of providing Stock Broking services, Investment Banking, Depository Participant for CDSL and distribution of third party products.

a) The fair value and other disclosures and assumptions have been determined by an independent consultant and relied upon by the Auditors.

(ii) The Company has provided interest free loan to "Emkay Employees Welfare Trust" an independent ESOP Trust which is administrating ESOP 2010 Scheme of the Company and the loan outstanding as at 31st March, 2014 is Rs. 580.00 lac (Previous Year Rs. 580.00 lac). As on 31st March, 2014, out of the said loan, the trust has purchased, 7,54,648 equity shares of the Company from the market during the period starting from September,2010 to July,2011 for stock options granted/to be granted from time to time to the eligible employees. Further as on 31st March, 2014, the trust hold 4,27,148 equity shares of the Company for which options are yet to be granted for which it has time till 30.06.2014 to either grant options or sell in the secondary market. The repayment of the loan granted by the Company to the trust is dependent on the exercise of the options by the eligible employees and the market price of the underlying shares of the unexercised options at the end of the respective exercise period. As on 31st March, 2014, 94500 Options have vested to the eligible employees. The current market value of the shares held by the said trust is lower than the cost of acquisition by Rs. 487.02 lac which is on account of market volatility. The impact of fall in market value, if any would be appropriately considered by the Company in its Statement of Profit and Loss at the time of exercise of options by the eligible employees.

2. "Advances recoverable in cash or kind or for value to be received" under "Short Term Loans and Advances" includes Rs. 5194.04 lac (P.Y.Rs. 5194.04 lac) paid to National Stock Exchange of India Limited (NSE) towards pay-in obligation raised by them. This pay-in obligation arose on account of loss which occurred due to a manifest material mistake occurred on October 5, 2012 while executing a sale order on Cash Segment of NSE and the same has been discharged wholly and exclusively for protecting and continuing the business of the Company. The Company made an application for annulment to NSE which subsequent to the balance sheet date was not accepted favourably by the relevant authority of NSE against which the Company has preferred an appeal before Securities Appellate Tribunal (SAT) and the same is admitted and pending disposal.

The Company has opinions of eminent legal experts to the effect that the issue under appeal is a fit case for annulment. In view of this, the Company considers that there is no probability of outflow of resources and therefore the same has not been provided for.

3. Debit and Credit balances are subject to confirmation.

4. In the opinion of Board of Directors, the assets other than fixed assets and non-current investements have value on realisation in ordinary course of business at least equal to the amount at which they are stated except as otherwise stated.

5. Contingent Liabilities and Commitments

(a) Contingent Liabilities

Particulars As at 31st As at 31st March, 2014 March, 2013 Amount (Rs.) Amount (Rs.)

(i) Claims against the Company not acknowledged as debts 30,70,450 55,20,653

(ii) Guarantees issued by the Banks 767,500,000 732,500,000

(iii) Corporate guarantee issued in favor of a bank to secure credit 200,000,000 200,000,000 facilities sanctioned by the bank to Emkay Commotrade Limited (a Subsidiary Company )

(iv) Income Tax matters in appeal ( Net of taxes paid ) 35,96,872 83,21,173

(v) Towards occurrence of manifest material mistake while Executing a - - sale order{ Net of payment of Rs. 519,404,259/-, (P. Y Rs. 519,404,259/-) }

(b) Commitments

Particulars As at 31st As at 31st March, 2014 March, 2013 Amount (Rs.) Amount (Rs.)

(i) Estimated amounts of contracts remaining to be executed on capital 25,10,000 1,71,500 account and not provided for

6. (a) Shares (i) received from clients/Remisiers/Sub-brokers as collateral for margins/security deposits, (ii) of clients, withheld against their outstanding balances, are held by the Company in its own name in a fiduciary capacity. Depending upon business needs of the Company, some of these shares are lodged with the exchanges towards additional base capital/exposure.

(b) Fixed Deposits taken out from banks by the clients in the name of Company as collateral for their margin requirements are lien marked directly in favor of stock exchanges through their custodians and are utilized towards additional base capital/exposure/margin requirement of the Company.

7. There are no amounts payable to any micro, small and medium enterprises as identified by the management from the information available with the Company and relied upon by auditors.

8. Expenses includes Rs. Nil (P.Y.Rs. 343,806/-) pertaining to earlier years.

9. Other current liabilities includes Rs. 11,44,075/- (P.Y. Rs. 13,56,264/-) being aggregate amount of deposits in Company''s bank accounts made directly by clients whose details are awaited. The liabilities are properly adjusted subsequently on receipt of information from them.

10. Considering the principle of virtual certainty as stated in the "Accounting Standard AS-22 -Accounting for Taxes on Income" , the deferred tax assets for the year have not been recognized. Further, during the previous year carrying amount of deferred tax assets of Rs. 4,67,67,100/- as at 31st March, 2012 had also been written down.

11. The Ministry of Corporate Affairs, Government of India, vide General Circular No. 2 and 3 dated 8th February, 2011 and 21st February, 2011 respectively has granted a general exemption from compliance with section 212 of the Companies Act, 1956, subject to fulfillment of conditions stipulated in the circular. The Company has satisfied the conditions stipulated in the circular and hence is entitled to the exemption. Necessary information relating to the subsidiaries has been included in the Consolidated Financial Statements.

12. Segment Information

(a) Primary Segment

The Company''s operations relate to one reportable business segment namely "Advisory and Transactional Services" comprising of Broking & Distribution of Securities, Investment Banking and other related Financial Intermediation Services.

(b) Secondary Segment

The Company operates in India and hence there are no reportable Geographical Segments.

13. Other additional information required pursuant to Part II of Schedule VI to the Companies Act, 1956 are not applicable to the Company.

14. Figures in brackets indicates previous years figures.

15. Figures have been rounded off to the nearest rupees.

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Mar 31, 2013

1. Corporate Information

The Company was incorporated on 24th January, 1995 as a private limited company by the name of Emkay Share and Stock Brokers Private Limited. On 20th October, 2005, the Company was converted into a public limited company and the name got changed to Emkay Share and Stock Brokers Limited. Subsequently with effect from 2nd June, 2008, the name of the Company was changed to Emkay Global Financial Services Limited. The Company came out with the Initial Public Offer and got listed on NSE and BSE on 28th April, 2006. The Company is presently having membership of various exchanges and is in the business of providing Stock Broking Services, Investment Banking, Depository Participant for CDSL and distribution of third party products. During the year, the Company also acquired membership of MCX Stock Exchange Limited for Cash and Derivative segment.

2. Employee Stock Option Schemes

Disclosure required pursuant to "Guidance Note on Accounting for Employee Share- based payments" in connection with Company''s Employees Stock Option Schemes :-

a) The Company has granted Employee Stock Options (ESOP) to its employees and employees of its subsidiaries. During the year ended 31st March, 2013, following schemes were in operation:

* Options granted under ESOP - 2007 includes 1,20,000 options to employees of Subsidiary Companies.

** Closing market price prior to the date of grant except in case of ESOP - 2005 where the value determined by an independent valuer as the Company was unlisted at that time

b) The Company introduced ESOP-2010 Scheme during the year 2010-11 and set up "Emkay Employees Welfare Trust" to administer and implement this in accordance with recommendations of the Remuneration / Compensation Committee of the Company. The said trust shall purchase shares of the Company from the Secondary Market from time to time and hold this pool of shares for granting options to Employees / Employee Directors. The Company may also grant financial assistance to the trust for this purpose with or without interest.

c) Details of activity under the ESOP Schemes have been summarized below:

3. The Company has provided interest free loan to "Emkay Employees Welfare Trust" an independent ESOP Trust which is administrating ESOP 2010 Scheme of the Company. Against the said loan outstanding amount as at 31st March, 2013 is Rs. 580.00 lac (Previous Year Rs. 584.00 lac). As on 31st March, 2013, out of the said loan, the trust has purchased 7,54,648 equity shares of the Company from the market for stock options granted/to be granted from time to time to the eligible employees. Further as on 31st March, 2013, the trust hold 1,87,148 equity shares of the Company for which options are yet to be granted for which it has time till 31.12.2013 to either grant options or sell in the secondary market. The repayment of the loan granted by the Company to the trust is dependent on the exercise of the options by the eligible employees and the market price of the underlying shares of the unexercised options at the end of the respective exercise period. As on 31st March, 2013, no Options have vested to the eligible employees. The current market value of the shares held by the said trust is lower than the cost of acquisition by Rs. 464.04 lac which is on account of market volatility. The impact of fall in market value, if any would be appropriately considered by the Company in its Statement of Profit and Loss at the time of exercise of options by the eligible employees.

4. "Advances recoverable in cash or kind or for value to be received" under "Short Term Loans and Advances" in the Balance Sheet as at March 31, 2013 includes Rs. 5194.04 lac paid to National Stock Exchange of India Limited (NSE) towards pay-in obligation raised by them. This pay-in obligation arose on account of loss which occurred due to a manifest material mistake occurred on October 5, 2012 while executing a sale order on Cash Segment of NSE and the same has been discharged wholly and exclusively for protecting and continuing the business of the Company. The Company made an application for annulment to NSE which subsequent to the balance sheet date was not accepted favourably by the relevant authority of NSE against which the Company has preferred an appeal before Securities Appellate Tribunal (SAT) and the same is admitted and pending disposal.

The Company has opinions of eminent legal experts to the effect that the issue under appeal is a fit case for annulment. In view of this, the Company considers that there is no probability of outflow of resources and therefore the same has not been provided for.

5. Capital Work in progress represents, fixed assets acquired but not put to use before year end and expenses incurred pertaining thereto.

6. Debit and Credit balances are subject to confirmation.

7. In the opinion of Board of Directors, the assets other than fixed assets and non-current investements have value on realisation in ordinary course of business at least equal to the amount at which they are stated except as otherwise stated.

8. (a) Shares (i) received from clients/ Remisiers/ Sub-brokers as collateral for margins/ security deposits, (ii) of clients, withheld against their outstanding balances, are held by the Company in its own name in a fiduciary capacity. Depending upon business needs of the Company, some of these shares are lodged with the exchanges towards additional base capital/ exposure.

(b) Fixed Deposits taken out from banks by the clients in the name of Company as collateral for their margin requirements are lien marked directly in favor of stock exchanges through their custodians and are utilized towards additional base capital/ exposure/ margin requirement of the Company.

9. There are no amounts payable to any micro, small and medium enterprises as identified by the management from the information available with the Company and relied upon by auditors.

10. Expenses includes Rs. 343,806/- (P.Y. NIL) pertaining to earlier years.

11. Other current liabilities includes Rs. 13,56,264/- (P.Y. Rs. 12,37,061/-) being aggregate amount of deposits in Company''s bank accounts made directly by clients whose details are awaited. The liabilities are properly adjusted subsequently on receipt of information from them.

12. The Ministry of Corporate Affairs, Government of India, vide General Circular No. 2 and 3 dated 8th February, 2011 and 21st February, 2011 respectively has granted a general exemption from compliance with section 212 of the Companies Act, 1956, subject to fulfillment of conditions stipulated in the circular. The Company has satisfied the conditions stipulated in the circular and hence is entitled to the exemption. Necessary information relating to the subsidiaries has been included in the Consolidated Financial Statements.

13. Assets taken on Operating Leases (on and after 1st April, 2003)

a) The Company has taken various commercial premises under operating leases. These lease arrangements are normally renewable on expiry. The rental expenses (net of recovery) in respect of above operating leases is Rs. 2,89,28,191/- (P.Y. Rs. 4,34,58,978/-)

b) The future minimum lease payments in respect of non-cancellable operating leases are as follows:

14. Segment Information

a) Primary Segment

The Company''s operations relate to one reportable business segment namely "Advisory and Transactional Services" comprising of Broking & Distribution of Securities, Investment Banking and other related Financial Intermediation Services.

b) Secondary Segment

The Company operates in India and hence there are no reportable Geographical Segments.

15. Figures of previous year have been regrouped, recasted and rearranged wherever necessary to make them comparable with the figures of the current year.

16. Other additional information required pursuant to Part II of Schedule VI to the Companies Act, 1956 are not applicable to the Company.

17. Figures in brackets indicates previous years figures.

18. Figures have been rounded off to the nearest rupees.

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Mar 31, 2012

1. Corporate Information

The Company was incorporated on 24th January, 1995 as a private limited company by the name of Emkay Share and Stock Brokers Private Limited. On 20th October, 2005 the company was converted into a public limited company and the name got changed to Emkay Share and Stock Brokers Limited. Subsequently with effect from 2nd June, 2008, the name of the company was changed to Emkay Global Financial Services Limited. The company came out with the Initial Public Offer and got listed on NSE and BSE on 28th April, 2006. The company is presently having membership of various exchanges and is in the business of providing Stock Broking Services, Investment Banking, Depository Participant for CDSLand Distribution of Third Party Products.

a: Terms/Rights attached to equity shares

The company has only one class of equity shares having par value of Rs 10/- per share. Each holder of equity shares is entitled to one vote per share and also to dividends, if declared /approved by the shareholders.

During the year ended 31st March, 2012, the amount of dividend per share recognised as distribution to equity shareholders was Rs 0.50 (31st March, 2011: Rs 1.00)

In the event of liquidation of the company, the holders of Equity shares will be entitled to receive remaining assets of the company after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

b: Shares Reserved for issue under options:

The Company has reserved issuance of 20,37,250 ( Previous Year 20,28,000) Equity Shares of Rs 10/- each for offering to eligible employees of the Company and its subsidiaries under Employees Stock Option Schemes. During the year, the Company has granted 2,00,000 (Previous Year 7,11,500) Options to the eligible employees at a price ofRs 37/- per option (Previous year 1,00,000 options at a price of Rs 93/- per option and 6,11,500 options at a price ofRs 77/- per option) plus all applicable taxes, as may be levied in this regard on the Company. The Options would vest over a maximum period of four years or such other period as may be decided by the Board/Remuneration Committee subject to the applicable law.

Note: Overdraft referred above to the extent of:

a)Rs 111,690,164/-(P.Y.ll,250,000/-) is secured byway of lien against term deposits with bank and

b)Rs 16,294,574/-(P.Y.Nil) is secured by equitable mortgage of part of office premises.

Note:-

1. Deposits with banks includes deposits ofRs 636,750,000/- (P.Y. Rs 532,000,000/-) with maturity of more than 12 months

2. Deposits with banks includes

- Deposit of Rs 48,67,50,000/-(P.Y. Rs 55,87,50,000/-)held as margin for bank guarantee.

- Deposit ofRs 22,00,00,000/- (P.Y. Rs 23,12,50,000/- )held as security for bank overdraft facility

- Deposit ofRs 4,50,00,000/- (P.Y. Rs 7,25,00,000/- )lodged with exchanges

3. Employees Stock Option Schemes

Disclosure required pursuant to "Guidance Note on Accounting for Employee Share- based payments" in connection with company's Employees Stock Option Schemes

a) The company has granted Employee Stock Options (ESOP) to its employees and employees of its subsidiaries. During the year ended 31st March, 2012, following schemes were in operation:

* Options granted under ESOP - 2007 includes 1,20,000 options to employees of Subsidiary Companies.

** Closing market price prior to the date of grant except in case of ESOP - 2005 where the value determined by an independent valuer as the company was unlisted at that time

b) The Company introduced ESOP-2010 Scheme during the year 2010-11 and set up "Emkay Employees Welfare Trust" to administer and implement this in accordance with recommendations of the Remuneration / Compensation Committee of the Company. The said trust shall purchase shares of the Company from the Secondary Market from time to time and hold this pool of shares for granting options to Employees / Employee Directors. The Company may also grant financial assistance to the trust for this purpose with or without interest.

III. Other disclosures and assumptions :

- Expected volatility considered is on the basis of stock prices of the company on National Stock Exchange of India Ltd. (NSE) from 28th April, 2006 (i.e. date of Listing on exchanges) till the respective grant date.

- Risk free interest rate considered is the interest rate applicable for maturity equal to the expected life of the options based on the zero-coupon yield curve for government securities.

- Time to Maturity considered is the period for which the company expects the options to be live taking into account the vesting period, average lengths of time of similar grants which have remained outstanding in the past etc.

- Expected Dividend yield considered is the average of dividend yields for the preceding years to the year of grant, in which dividends have been paid.

- Exercise price considered is the price decided by the company to be the Exercise price.

- Current Price of the underlying share considered is the closing market price of the company's equity shares on NSE on the date of grant.

e) The Company has accounted compensation cost for the stock options granted using intrinsic value method. Had the company used the fair value method for calculating compensation cost for stock options granted, the impact on the company's net profit and earning per share would have been as per the proforma amounts indicated below:

f) The fair value and other disclosures and assumptions have been determined by an independent consultant and relied upon by the Auditors.

4. The Company has provided interest free loan of Rs 584.00 Lacs (till previous year Rs 531.00 Lacs) to "Emkay Employees Welfare Trust" an independent ESOP Trust which is administrating ESOP 2010 Scheme of the Company. As on 31st March, 2012, out of the said loan, the trust has purchased 7,54,648 (till previous year 6,20,000) equity shares of the Company from the market for stock options granted/to be granted from time to time to the eligible employees. The repayment of the loan granted by the Company to the trust is dependent on the exercise of the options by the eligible employees and the market price of the underlying shares of the unexercised options at the end of the respective exercise period. As on 31st March, 2012, no Options have vested to the eligible employees. The current market value of the shares held by the said trust is lower than the cost of acquisition by Rs 363.24 Lacs which is on account of market volatility. The impact of fall in market value, if any would be appropriately considered by the company in its Statement of Profit and Loss at the time of exercise of options by the eligible employees.

5. Capital Work in progress represents, fixed assets acquired but not put to use before year end and expenses incurred pertaining thereto.

6. Debit and Credit balances are subject to confirmation.

7. Disclosure on retirement benefits as required in Accounting Standard 15 (AS - 15) on "Employee Benefits" are given below:

(i) Defined Contribution Plan

The Company has recognized the following amounts in Statement of Profit and Loss towards Contribution to Defined Contribution Plans which are included under "Contribution to Provident fund and other funds":

(ii) Defined Benefit Plan

The details of the Company's post retirement benefit plan for gratuity for its employees in conformity with the principles set out in AS -15 which has been determined by an Actuary appointed for the purpose and relied upon by the Auditors are given below :

8. In the opinion of Board of Directors, the assets other than fixed assets and non-current investements have value on realisation in ordinary course of business at least equal to the amount at which they are stated except as otherwise stated.

9. Contingent Liabilities and Commitments:-

(A) Contingent Liabilities:-

Particulars As at 31st March,2012 As at 31st March,2011 Amount (Rs) Amount (Rs) (i) Claims against the company not acknowledged as debts 20,06,137 3,75,000

(ii) Guarantees issued by the Banks 1,072,500,000 1,087,500,000

(iii) Corporate gurantee issued in favour of a bank to secure credit facilities sanctioned by the bank to Emkay Commotrade Limited ( a Subsidiary Company) 80,000,000 80,000,000

(iv) Income Tax matters in appeal 24,116,896 21,136,631

10. (a) Shares (i) received from clients/ Remisiers/ Sub-brokers as collateral for margins/ security deposits, (ii) of clients, withheld against their outstanding balances, are held by the company in its own name in a fiduciary capacity. Depending upon business needs of the company, some of these shares are lodged with the exchanges towards additional base capital/ exposure.

(b) Fixed Deposits taken out from banks by the clients in the name of company as collateral for their margin requirements are lien marked directly in favor of stock exchanges through their custodians and are utilized towards additional base capital/exposure/margin requirements of the Company.

11. There are no amounts payable to any micro, small and medium enterprises as identified by the management from the information available with the Company and relied upon by auditors.

12. Miscellaneous income includes gain on foreign currency transactions and translations ofRs 88,160/- (P.Y. loss ofRs 41,607/-)

13. Expenses and income includes Rs NIL (P.Y. Rs 57,350/-) and Rs. NIL (P.Y. Rs 2,86,763/-) respectively pertaining to earlier years.

14. Other current liabilities includes Rs 12,37,061/- (P.Y. Rs 10,57,909/-) being aggregate amount of deposits in Company's bank accounts made directly by clients whose details are awaited. The liabilities are properly adjusted subsequently on receipt of information from them.

15. The Ministry of Corporate Affairs, Government of India, vide General Circular No. 2 and 3 dated 8th February, 2011 and 21st February, 2011 respectively has granted a general exemption from compliance with section 212 of the Companies Act, 1956, subject to fulfillment of conditions stipulated in the circular. The Company has satisfied the conditions stipulated in the circular and hence is entitled to the exemption. Necessary information relating to the subsidiaries has been included in the Consolidated Financial Statements.

16. Assets taken on Operating Leases (on and after 1st April, 2003)

(a) The Company has taken various commercial premises under operating leases. These lease arrangements are normally renewable on expiry. The rental expenses (net of recovery) in respect of above operating leases is Rs 4,34,58,978/- (P.Y. Rs 6,09,31,691/-)

(b) The future minimum lease payments in respect of non-cancellable operating leases are as follows:

17. Segment information

(a) Primary Segment:

The Company's operations relate to one reportable business segment namely "Advisory and Transactional Services" comprising of Broking & Distribution of Securities, Investment Banking and other related Financial Intermediation Services.

(b) Secondary Segment:

The company operates in India and hence there are no reportable Geographical Segments.

18. Pursuant to the Notification No.447(E) dated February 28,2011 and Notification No. 653(E) dated March 30,2011, issued by the Ministry of Corporate Affairs, the Company has prepared its financial statements for the year ended March 31,2012 as per revised Schedules VI to the Companies Act, 1956. Accordingly, the previous year's figures have been regrouped / reclassified, wherever required to align the financial statements to the revised format.

19. Other additional information required pursuant to Part II of Schedule VI to the Companies Act, 1956 are not applicable to the company.

20. Figures in brackets indicates previous years figures.

21. Figures have been rounded off to the nearest rupees.

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Mar 31, 2011

1. Figures of the previous year have been regrouped, recasted and rearranged wherever necessary to make them comparable with the figures of the current year.

2. Employees Stock Option Schemes

Disclosure required pursuant to "Guidance Note on Accounting for Employee Share- based payments" in connection with companys Employees Stock Option Schemes :-

b) i) The Company introduced ESOP – 2010 Scheme during the year and set up "Emkay Employees Welfare Trust" to administer and implement this in accordance with recommendations of the Remuneration / Compensation Committee of the Company. The said trust shall purchase shares of the Company from the Stock / Secondary Market from time to time and hold this pool of shares for the benefit of the Employees / Employee Directors. The Company may also grant financial assistance to the trust for this purpose with or without interest. The trust shall grant options to the employees in accordance with the directions and recommendations of the Remuneration / Compensation Committee. Each option would entitle an option holder to acquire one equity share of the Company from the trust. All present and future Permanent Employees and/or Employee Directors of the Company (excluding Promoter Employees and/or Promoter Directors) selected by the Remuneration / Compensation Committee from time to time would be entitled to participate in this Scheme.

(ii) For the above purpose, the Company during the year granted interest free loan of Rs. 5,31,00,000/- to the trust for the equity shares bought by the said trust. The repayment of the loan granted by the Company to the trust is dependent on the exercise of the options by the eligible employees and the market price of the underlying shares of the unexercised options at the end of the respective exercise period.

d) The fair value and other disclosures and assumptions are given below :

(iii) Other disclosures and assumptions :

-Expected volatility considered is on the basis of stock prices of the company on National Stock Exchange of India Ltd. (N SE) from 28th April, 2006 (i.e. date of Listing on exchanges) till the respective grant date.

-Risk free interest rate considered is the interest rate applicable for maturity equal to the expected life of the options based on the zero- coupon yield curve for government securities.

-Time to Maturity considered is the period for which the company expects the options to be live taking into account the vesting period, average lengths of time of similar grants which have remained outstanding in the past etc.

-Expected Dividend yield considered is the average of dividend yields for the preceding years to the year of grant, in which dividends have been paid.

-Exercise price considered is the price decided by the company to be the Exercise price.

-Current Price of the underlying share considered is the closing market price of the companys equity shares on NSE on the date of grant.

f) The fair value and other disclosures and assumptions have been determined by an independent consultant and relied upon by the Auditors.

3. Capital Work in progress represents capital advances, fixed assets acquired but not put to use before year end and expenses incurred pertaining thereto.

4. Debit and Credit balances are subject to confirmation.

6. (b) Contribution to Group Gratuity Scheme and Premium paid for Group Personal Accident Policy, Group Mediclaim Insurance Policy and Group Term Life Insurance Policy has not been considered, as employee-wise details are not available.

(c) In view of inadequate profits during the year, remuneration of Managing Directors for part of the year i.e. from 1st October, 2010 to 31st March, 2011 is restricted to the amounts permissible under Schedule XIII to the Companies Act, 1956.

(d) Consequent to (c) above, excess managerial remuneration paid of Rs. 42,03,182/- is recoverable from Managing Directors and included in "Advances recoverable in cash or kind or for value to be received."

7. In the opinion of Board of Directors, the current assets, loans and advances have value on realisation in ordinary course of business at least equal to the amount at which they are stated except as otherwise stated.

8. (i) Details of Contingent Liabilities and Guarantees:-

Sr. As at As at 31st March, 2011 31st March, 2010 No. Particulars (Rs.) (Rs.)

1. Guarantees issued by the Banks (Net of 528,750,000 548,750,000 Margin money being fixed deposits with Banks)

Add : Margin money being fixed deposit with Banks 558,750,000 548,750,000

Guarantees issued by the Banks 1,087,500,000 1,097,500,000

2. Corporate guarantee issued in favour of a bank to secure credit 8,00,00,000 8,00,00,000 facilities sanctioned by the bank to Emkay Commotrade Limited (a Subsidiary Company)

3. Income Tax matters in appeal 21,136,631 17,411,067

(ii) Capital Commitments

Estimated amounts of contracts remaining to be executed on capital account and not provided for (net of advance) Rs. 18,61,69,299/- (P.Y. Rs. 72,865/-)

9. (a) Fixed Deposits lodged with Exchanges towards Security Deposit/Base Minimum Capital/ Additional Base Capital

(b) Shares (i) received from clients/ Remisiers/ Sub-brokers as collateral for margins/ security deposits, (ii) of clients, withheld against their outstanding balances, are held by the company in its own name in a fiduciary capacity. Depending upon business needs of the company, some of these shares are lodged with the exchanges towards additional base capital/ exposure.

(c) Fixed Deposits taken out from banks by the clients in the name of company as collateral for their margin requirements are lien marked directly in favor of stock exchanges through their custodians and are utilized towards additional base capital/ exposure/ margin requirements of the Company.

10. There are no amounts payable to any micro, small and medium enterprises as identified by the management from the information available with the Company and relied upon by auditors.

11. Fixed Deposits with Banks of Rs. 23,12,50,000/- (P.Y. Rs. 30,62,50,000/-) have been pledged against short term loans/ overdraft facilities.

12. Miscellaneous Expenses includes Foreign Exchange Rate Difference of Rs. 41,607/- (P.Y. Rs. 26,043/-).

13. Expenses and income includes Rs. 57,350/- (P.Y. Rs. 1,00,90,625/-) and Rs. 2,86,763/- (P.Y. Rs. Nil) respectively pertaining to earlier years.

14. (a) Sundry Debtors include Rs. 110/- (P.Y. Rs. 3,54,870/-) due from Managing Directors. [ Maximum amount outstanding during the year Rs. 11,22,512/- ( Rs. 1,26,74,161/-) ].

15. Other liabilities includes Rs. 10,57,909/- (P.Y. Rs. 16,23,297/-) being aggregate amount of deposits in Companys bank accounts made directly by clients whose details are awaited. The liabilities are properly adjusted subsequently on receipt of information from them.

16. During the financial year, the company has received claims/complaints aggregating to Rs. 127.82 Lacs from clients with respect to their accounts. The Management do not expect any liability from these claims/complaints. However, liability if any, shall be provided at the appropriate time.

19. The Ministry of Corporate Affairs, Government of India, vide General Circular No. 2 and 3 dated 8th February, 2011 and 21st February, 2011 respectively has granted a general exemption from compliance with section 212 of the Companies Act, 1956, subject to fulfill- ment of conditions stipulated in the circular. The Company has satisfied the conditions stipulated in the circular and hence is entitled to the exemption. Necessary information relating to the subsidiaries has been included in the Consolidated Financial Statements.

20. Assets taken on Operating Leases (on and after 1st April, 2003) :-

(a) The Company has taken various commercial premises under operating leases. These lease arrangements are normally renewable on expiry. The rental expenses (net of recovery) in respect of above operating leases is Rs. 6,09,31,691/- (P.Y. Rs. 6,12,17,320/-).

22. Segment information

(a) Primary Segment:

The Companys operations relate to one reportable business segment namely "Advisory and Transactional Services" comprising of Broking & Distribution of Securities, Investment Banking and other related Financial Intermediation Services.

(b) Secondary Segment:

The company operates in India and hence there are no reportable Geographical Segments.

24. Related Party disclosures:

(A) List of Related Parties (where transactions have taken place)

Sr. No. Name of Related Party Nature of Relationship

1 Key management personnel/ individuals having control or significant influence

a) Krishna Kumar Karwa Managing Director & CFO

b) Prakash Kacholia Managing Director

2 Relatives of key management personnel

a) Priti Karwa }

b) Raunak Karwa }

c) Soumya Karwa }

d) Geetadevi Karwa } Relatives of Managing Director & CFO

e) Murlidhar Karwa HUF }

f) Krishna Kumar Karwa HUF }

g) Preeti Kacholia ]

h) Krishna R. Kacholia ] Relatives of Managing Director

i) Deepak Kacholia ]

j) Prakash Kacholia HUF ]

3 Enterprises owned/ controlled by key management personnel or Enterprises owned/ controlled by key management their relatives personnel or their relatives

a) Cambridge Securities

b) Synthetic Fibres Trading Company

c) Emkay Corporate Services Pvt. Ltd.

d) Krishna Investments

4 Subsidiaries Subsidiary

a) Emkay Fincap Limited

b) Emkay Commotrade Limited

c) Emkay Insurance Brokers Limited

d) Emkay Investment Managers Limited

5 Others Others

a) Emkay Employees Welfare Trust

27. No Remittance in foreign currencies for dividends.

28. Other additional information required pursuant to Part II of Schedule VI to the Companies Act, 1956 are not applicable to the company.

29. Figures in brackets indicates previous years figures.

30. Figures have been rounded of to the nearest rupees.

31. Schedule A to T forms an integral part of the Financial Statements of the Company.

---

Mar 31, 2010

1 Figures of the previous year have been regrouped, recasted and rearranged wherever necessary to make them comparable with the figures of the current year.

2 Employees Stock Option Schemes

Disclosure required pursuant to "Guidance Note on Accounting for Employee Share- based payments" in connection with companys Employees Stock Option Schemes :-

(iii) Other disclosures and assumptions :

- Expected volatility considered is on the basis of stock prices of the company on National Stock Exchange of India Ltd. (NSE) from 28th April, 2006 (i.e. date of Listing on exchanges) till the respective grant date.

- Risk free interest rate considered is the interest rate applicable for maturity equal to the expected life of the options based on the zero-coupon yield curve for government securities.

- Time to Maturity considered is the period for which the company expects the options to be live taking into account the vesting period, average lengths of time of similar grants which have remained outstanding in the past etc.

- Expected Dividend yield considered is the dividend yield for the preceding 2 years to the year of grant.

- Exercise price considered is the price decided by the company to be the Exercise price.

- Current Price of the underlying share considered is the closing market price of the companys equity shares on NSE on the date of grant.

e) The fair value and other disclosures and assumptions have been determined by an independent consultant and relied upon by the Auditors.

3 Capital Work in progress represents capital advances, fixed assets acquired but not put to use before year end and expenses incurred pertaining thereto.

4 Debit and Credit balances are subject to confirmation.

(b) In addition to managerial remuneration of Rs. 94,08,000/- paid to the Managing Directors as permissible under Schedule XIII to the Companies Act, 1956 during the previous year ended 31st March, 2009, a further sum of Rs. 1,00,63,759/- for the said year has been paid and accounted during the current year on receipt of requisite approvals of shareholders and Central Government.

5 In the opinion of Board of Directors, the current assets, loans and advances have value on realisation in ordinary course of business at least equal to the amount at which they are stated except as otherwise stated.

(b) Shares (i) received from clients/ Remisiers/ Sub-brokers as collateral for margins/ security deposits, (ii) of clients, withheld against their outstanding balances, are held by the company in its own name ina fiduciary capacity. Depending upon business needs of the company, some of these shares are either lodged with the exchanges towards additional base capital/ exposure and /or pledged to banks towards borrowings.

(c) Fixed Deposits taken out from banks by the clients in the name of company as collateral for their margin requirements are lien marked directly in favor of stock exchanges through their custodians and are utilized towards additional base capital/ exposure/ margin requirements of the Company.

5 There are no amounts payable to any micro, small and medium enterprises as identified by the management from the information available with the Company and relied upon by auditors.

6 Fixed Deposits with Banks of Rs. 30,62,50,000/- (P.Y. Rs. 30,62,50,000/-) have been pledged against short term loans/ overdraft facilities.

7 Miscellaneous Expenses includes Foreign Exchange Rate Difference of Rs. 26,043/- (P.Y. Rs. 1,31,150/-).

8 Expenses and income includes Rs. 1,00,90,625/- (P.Y. Rs. 1,40,775/-) and Rs. Nil (P.Y. Rs. 9,96,237/- ) respectively pertaining to earlier years.

9 Sundry Debtors include :

a) Rs. 3,54,870/- (P.Y. Rs. 44/-) due from Managing Directors. [Maximum amount outstanding during the year Rs. 1,26,74,161/-

(P.Y. Rs. 1,04,38,195/-

b) Rs. Nil (P.Y. Rs. 772/-) due from a private company in which Managing Directors are Directors.

10 Other liabilities includes Rs. 16,23,297/- (P.Y. Rs. 19,69,419/-) being aggregate amount of deposits in Companys bank accounts made directly by clients whose details are awaited. The liabilities are properly adjusted subsequently on receipt of information from them.

11 Assets taken on Operating Leases (on and after 1st April, 2003) :- (a) The Company has taken various commercial premises under operating leases. These lease arrangements are normally renewable on expiry. The rental expenses (net of recovery) in respect of above operating leases is Rs. 6,12,17,320/- (P.Y. Rs. 6,26,43,787/-).

12 Segment information

(a) Primary Segment:

The Companys operations relate to one reportable business segment namely " Advisory and Transactional Services" comprising of Broking & Distribution of Securities, Investment Banking and other related Financial Intermediation Services.

(b) Secondary Segment:

The company operates in India and hence there are no reportable Geographical Segments.

(C) Related Parties are identified by the management and relied upon by the Auditors.

(D) No balances in respect of Related Parties have been written off.

13 Related Party disclosures:

(A) List of Related Parties (where transactions have taken place)

Sr. No. Name of Related Party Nature of Relationship

1 Key management personnel/ individuals having control or significant influence

a) Shri Krishna Kumar Karwa Managing Director & CFO

b) Shri Prakash Kacholia Managing Director

2 Relatives of key management personnel

a) Priti Karwa

b) Raunak Karwa

c) Soumya Karwa Relatives of Managing Director & CFO

d) Geetadevi Karwa

e) Murlidhar Karwa HUF

f) Krishna Kumar Karwa HUF

g) Preeti Kacholia h) Krishna R. Kacholia Relatives of Managing Director

i) Deepak Kacholia

j) Prakash Kacholia HUF

3 Enterprises owned/ controlled by key management Enterprises owned/ controlled by key personnel or their relatives management personnel or their relatives

a) Cambridge Securities

b) Synthetic Fibres Trading Company

c) Emkay Corporate Services Pvt. Ltd.

4 Subsidiaries Subsidiary

- Emkay Fincap Limited

- Emkay Commotrade Limited

- Emkay Insurance Brokers Limited

14) Other additional information required pursuant to Part II of Schedule VI to the Companies Act, 1956 are not applicable to the company.

15) Figures in brackets indicates previous years figures.

16) Figures have been rounded off to the nearest rupees.

17) Schedule A to T forms an integral part of the Financial Statements of the Company.