Notes to Accounts of Emkay Tools Ltd.

Mar 31, 2025

1. The above Financials results have been arrived at after going through the Balance Sheet and Profit & Loss Account for the Company for the year ending on 31st March, 2025

2. This segment report of M/s Emkay Tools Ltd. is prepared in accordance to the Accounting Standard 17 - "Segment Reporting"

3. For the purpose of this reporting, Business Segment are considered as primary segments. Since the Company is operating from single location. There are no Geographical segments for the company. However, based on Business Line, there are 2 segments, viz., Manufacturing of Tools and Investment Activities

4. The measurement principles for segment reporting are based on Accounting Standards adopted in the consolidated finacial statements. Segments''s performance is evaluated based on segment revenue and profit or loss from operating activities, i.e., segment results.

5. Operating revenues and expenses related to both third party and inter-segment transactions are included in determining the segment results of each respective segment. Finance Income earned and finance expense incurred is not allocated to individual segment and the same has been reflected at the Group Level for segment reporting. Inter-segment pricing and terms are reviewed and changed by the management to reflect changes in market conditions and changes to such terms are reflected in the period the change occurs. Segment information prior to the change in terms is not restated. These transactions have been eliminated on consolidation. The total assets disclosed for each segment represent assets directly managed by each segment, and primarily include receivables, property, plant and equipment, intangibles, inventories, operating cash and bank balances, inter-segment assets and exclude derivative financial instruments, deferred tax assets and income tax recoverable.

6. Segment liabilities comprise operating liabilities and exclude external borrowings, provision for taxes, deferred tax liabilities and derivative financial instruments.7. Segment capital expenditure comprises additions to property, plant and equipment and intangible assets (net of rebates, where applicable).

The company during the Period has earned a profit of Rs. 5958.35 Lakhs, A provision of Rs. 1501.00 Lakhs for Income Tax as required by Income Tax Act, 1961 has been made in the Books of Account.

Note 39

CURRENT ASSETS, LOANS AND ADVANCES

In the opinion of the management, Current Assets, Loans and Advances are of the values stated, if realised in the ordinary course of business.

Note 40

RELATED PARTY TRANSACTIONS

Related Party transactions represent transactions entered into by the Group with entities having significant influence over the Group (''significant influence entities''), associates, joint ventures and other related parties. The transactions and balances with the related parties for the year ended March 31st, 2025 and Year ended March 31st, 2024, respectively are described below :

The above mentioned contingent liabilities represent disputes with various government authorities in the respective jurisdiction where the operations are based and it is not possible for the Group to predict the timing of final outcome.

Based on the Company''s evaluation, it believes that it is not probable that the claim will materialise for below cases and therefore, no provision has been recognised.

Note : The above analysis has been put forth after taking into consideration the date of receivable/payables outstanding in the Demerged Company i.e. M/s Emkay Taps and Cutting Tools Limited. (Refer Note No. 45)

Note 43

ADDITIONAL REGULATORY INFORMATION

i) Title Deeds of Immovable Property not held in the name of the Company

The company does have any immovable property whose title deeds are not held in the name of the company during the period under reporting.

ii) Disclosures for Loans and Advances to Related persons

During the period under reporting, the Company has not granted Loans and Advances in the nature of loans to Promoters, Directors, KMP''s and related parties (as defined under Companies Act, 2013) either severally or jointly with any other person.

iii) Capital - Work - in Progress (CWIP)

The company does not have any Capital-Work-in Progress during the period under reporting.

iv) Intangible Assets under Development

During the period under reporting, the Company has no Intangible Assests which are under Development stage.

v) Borrowing from Banks and Financial Institution on security of Current Assets

The Company has a Cash Credit facility availed from ICICI Bank & during the period under reporting.

a) The quarterly returns of statements of current assets filed by the Company with the Bank are in agreement with the books of accounts.

The comparative chart of ratios shown above based on the financial statement are not comparable as the Scheme of Arrangement between Emkay Taps and Cutting Tolls Limited and Emkay Tools Limited has been effected during the period under reporting which has caused such impact.

vii) Undisclosed Income

The Company does not have any income which have been surrendered or disclosed as income during the year in the tax assessment under The Income Tax Act, 1961.

Note 44

EXPENDITURE IN RELATION TO CSR EXPENDITURE

As per Sec 135 of the Companies Act, 2013, the Company has taken over the Tools business of Emkap Taps and Cutting Tools Limited as per the Scheme of Arrangement approved by NCLT having appointed date as 01/04/2024. Therefore during the period under reporting, the company is not required to undertake expenditure in respect of Corporate Social Responsibility (CSR). Nil

Note 45

SCHEME OF ARRANGEMENT

The Board of Directors of Emkay Taps and Cutting Tools Limited ("ETCTL or Demerged Company") and Emkay Tools Limited ("ETL or Resultant Company") in their respective meetings dated 29/06/2023 approved the Composite Scheme of Arrangement ("Scheme") between ETCTL and ETL as well as their respective shareholders, in accordance with Section 230 to 232 resd with Section 66 of the Companies Act, 2013 and other applicable provisions and rules. The Scheme entails the demerger of the ''Tools Business'' fromm ETCTL into ETL, with an appointed date of 01/04/2024.

The Honourable National Company Law Tribunal ("NCLT") of the Mumbai Bench approved the scheme of Dermerger via Order No. C.P.(CAA) 122(MB) 2024 dated 28/10/2024. The certified true copy of the order was received on 12/11/2024 and filed with Registrar of Company on 19/11/2024. The Scheme becomes effective / operative from the effective date of 19/11/2024, with this, the Tools Business of ETCTL being transferred to and vested in ETL with effect from the appointed date i.e., 01/04/2024.

Upon operation of the Scheme, the existing share capital of ETL, amounting to Rs. 1.00 Lakhs divided into 1,00,000 shares of Rs. 1 each, fully paid up, held by the Demerged Company, prior to the Scheme becoming effective, shall stand cancelled without any further application, act, instrument, or deed, as an integral part of this Scheme, with adjustments done through Capital Reserve of the Company. As per the Scheme, the Resulting Company has issued one fully paid up equity shares of Rs. 1 each for every one fully paid up equity share of Rs. 10 each held by the equity shareholders of the Demerged Company (ETCTL). Accordingly the Paid up capital of ETL is determined as Rs. 1,06.71 lakhs comprising of 1,06,71,300 shares of Rs. 1 each.

The record date for allotment was fixed as 04/12/2024 and the issuance and allotment of equity shares tool place on 05/12/2024.

From the appointed date, the Tools Business of ETCTL, including all assets and liabilities is transferred and vested to ETL in accordance with the Scheme. Consequently, the Deferred Tax Laibility related to those assets and liabilities has been remeasured and has resulted in a charge of Rs. 10.24 Lakhs to the opening balance of retained earning of ETL. Further, any incremental deferred tax liability from the period from 1st April 2024 to 31st March 2025 has been debited to Profit and Loss Account.

Note 46

PREVIOUS YEAR FIGURES

The previous year figures have been regrouped, recasted and reclassified whereever necessary to make them comparable with those of current year figures.