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You can view the entire text of Notes to accounts of the company for the latest year

BSE: 532922ISIN: INE532F01054INDUSTRY: Finance & Investments

BSE   ` 76.25   Open: 77.91   Today's Range 76.10
78.30
-0.58 ( -0.76 %) Prev Close: 76.83 52 Week Range 37.43
87.80
Year End :2023-03 

1) Investments in equity shares of subsidiaries and associates are pledged against Debt secunties issued by the company is amounting to ? Nil million (previous year ? 573 T6 million)

2) Investment in equity shares of subsidiary is pledged against Debt securities issued by another subsidiary amounting to ? 1,712.4] million Iprevious year ? 1.712.41 million)

3) Impairment on investment has been assessed based on business projection approved by Soard of directors of respective subsidiaries / associates Impairment is recognised, based on management assessment if the recoverable value is less than carrying amount

4} The Company has Employee Stock Option Plans (ESOP) in lorce Based on such ESOP schemes, the Company has granted options to acquire equity shares of the Company that would vest in o graded manner to certain employees of subsidianes / associates. To the extent that the Company has not charged and recovered the fair value of such stock options from its subsidianes / associates, it has been included m the above carrying value of investment in those subsidianes / associates.

6. Investments (Continued)

5) Edelweiss Financial Services Limited (the Company" or ’EFSL") holds 30% in the equity shares of Nuvama Wealth Management Limited f NWML") Till 30 March 2023, EFSL had significant influence over NWML as per Ind AS 27 -Separate Financial Statements Investments and accounted tor such investment in NWML at cost With effect from March 30. 2023 EFSL does not have significant influence on NWML in accordance with ind AS 28 Investments in Associates and Joint Ventures pursuant to the amendment agreement dated 09 March 2023 to the amended and restated shareholders agreement dated 18 March 2021 between EFSL Edelweiss Global Wealth Management Limited fEGWML'), PAGAC Ecstasy Pte Ltd ('PAGAC) and NWML the amendment to the articles of association of NWML and the appointment of independent trustee on 30 March 2023 to act on behalf of EFSL shareholders. Accordingly, such investment in NWML has been re-measured at fair value as per requirements Ind AS 28 and has recorded a fair value gain of * 23,434 87 million during the year ended 31 March 2023.

6) During the year ended 31 March 2023, the Company had recorded impairment provision of T 1.599 95 millions on its investment in a subsidiary company on account of Group restructuring/demerger

7) During the previous year ended 31 March 2022, the Company has recorded a fair value gain of ? 3,150 million for its investment in Edelweiss Securities and Investments Private Limited based on fair valuation report obtained from registered valuer and on account of Composite scheme of Arrangement between the Company's subsidiary and associate Companies ie Edelweiss Securities Limited CESL'L Edelweiss Securities and Investments Private Limited ("ESIPL"), Edelweiss Global Wealth Management Limited f EGWML") and their respective shareholders and creditors, under section 230 to 232 and other applicable provisions of the Companies Act. 2013 for Demerger of Asset Management Business from ESL into ESiPL The National Company Law Tnbunal Bench at Mumbai (Tribunal) has approved the aforementioned Scheme on 31 March 2022 under the applicable provisions of the Companies Act. 2013. Certified copy of the said order of the Tribunal was received by the Company on 05 April 2022 and filed with the Registrar of Companies on 22 April 2022-

1 During the F Y 2021-22 Company had sold its controlling stake in the insurance broking business (Edelweiss Gallagher Insurance Broking Limited) to its joint venture partner Arthur J Gallagher (H Co. The Company has received appropriate approval including Insurance Regulatory and Development Authority (IRDA) tor selling its investment in Edelweiss Insurance Broking business Based on sale agreement contingent consideration will be received over a period of time based on revenue achievement, Accordingly an amount of l 590.66 million recorded as receivables on account of such sale as per terms of the agreement, the said amount has been received in F.Y. 2022-23

The issue proceeds of Non-Convertible Debentures (NCDs) issued by the Company are being utilized as per the objects stated in the offer document. Further there have been no deviations in the use of proceeds of issue of NCDs from the objects stated in the offer document.

All secured Si redeemable debt securities issued by the Company arid outstanding as on reporting date are fully secured by first charge / pan passu charge as the case may be. on present & future receivables, book debts, loans and other financial Si non- financial assets. Accordingly, the Company is maintaining asset cove« of 1x or such higher asset covet required as per the terms of Offer document/ Debenture Trust Deed/ Irrformabon Memorandum

16. Equity share capital (Continued)

Note :

1 Edelweiss Employees' Welfare Trust and Edelweiss Employees' Incentive and Welfare Trust are extension of Company's Financial statements. These trusts are holding 44.896,780 number of equity shares amounting to Ý? 44.90 million (Previous year * 44.90 million). These are deducted from total outstanding equity shares

2. The above two Employee Welfare Trust(s) hold an aggregate 44.896,780 equity shares of the Company for incentive and welfare benefits for group employees 3S per extant applicable SEBI regulations: Pursuant to the exercise of right available under Regulation 29 of SEBI (Share Based Employee Benefits) Regulations. 2014 the Company h3s applied before the expiry' date of 27 October 2019 for extension of the time limit for disposing of aforesaid equity shares The said application is under consideration 3nd 3pprovai for extension from SEBI is awaited as at date.

B. Terms/rights attached to equity shares :

The Company has only one class of equity shares having a par value of T 1 oer share. Each holder of equity shares is entitled to one vote per share

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

Nature & purpose of reserves

17.1 Capital redemption reserve

The Company has recognised capital redemption reserve on buy back of equity share capital.

17.2 Securities premium reserve

Securities premium reserve 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 / allotment of ESOP / SAR in accordance with the provisions of the Companies Act. 2013.

17.3 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 The purpose of these transfers was to ensure that if 3 dividend distnbution in a given year is more than 10% of the paid-up capital of the Company for that year, then the total dividend distnbution is less than the total distributable results for that year. Consequent to introduction of Companies Act 2013. the requirement to mandatonly 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.

17.4 Stock Option and Shares appreciation rights outstanding

ESOP and SAR option outstanding represents the amount transferred tG reserves pursuant to the ' ESOP 2011" and "SAR 2019' schemes

17.5 Retained earnings

Retained earnings comprises of the Company s undistributed earnings after taxes.

The Company has paid the above amount for CSR expenditure to Edelgive Foundation (subsidiary) section 8 company under Companies Act 2013.

25. (c) Leases

Rental expenses for the year ended March 31 2023 aggregated to ? 69.26 million (Previous year t S5.76 million) which has been included under the head other expenses - Rent m the Statement of profit and loss The Company does not have any non-canccllable operating lease

29. Segment information

Primary Segment (Business Segment)

The Company's business is organised and management reviews the performance based on the business segments as mentioned below.

Segment

Activities Covered

Agency

Advisory and transactional services

Holding company activities

Development, managerial and financial support to the businesses of Edelweiss group entities

Income for each segment has been specifically identified Expenditure, assets and liabilities are either specifically identified with individual segments or have been allocated to segments on a systematic basis

The management is: the Chief Operating Decision Maker(CODM)

The operating segments are the segments for which separate financial information is available and for which operating profit / loss amounts are evaluated regularly by the CODM.

Based on such allocations, segment disclosures relating to revenue, results, assets and liabilities have been prepared Secondary Segment

Since the business operations of the Company are primarily concentrated in India, the Company is considered to operate only in the domestic segment and therefore there is no reportable geographic segment.

BO. Retirement benefit plan

A) Defined contribution plan (Provident fund and National Pension Scheme):

In accordance with Employees Provident Fund and Miscellaneous Provisions Act 1952. employees of the Company are entitled to receive benefits under the provident fund, 3 defined contribution plan, in which, both the employee and the Company contnbute monthly at a determined rate. These contributions are made to 3 recognized provident fund administered by Regional Provident Fund Commissioner. Ihe employees contribute 12% of their basic salary and the Company cantnbutes an equal amount

The Company recognised T 17.60 million (Previous year ? 16.75 million) for provident fund and other contributions in the statement of profit and loss.

B) Defined benefit plan (Gratuity):

In accordance with the Payment of Gratuity Act. 1972. the Company provides for gratuity, a defined benefit plan covering all employees. Ihe plan provides a lump sum payment to vested employees at retirement or termination of employment in accordance with the rules laid down in the Payment of Gratuity Act 1972. Ihe gratuity benefit is partially provided through funded plan and annual expense is charged to the statement of profit and loss on the basis of actuarial valuation.

The most recent actuarial valuation of pian assets and the present value of the defined benefit obligation for gratuity were carried out as at 31 March 2023. The present V3lue of the defined benefit obligations and the related current service cost and past service cost, were measured using the Projected Unit Credit Method.

Based on the actuarial valuation obtained in this respect, the following table sets out the status of the gratuity plan and the amounts recognised in the Company's financial statements as at balance sheet date:

C) Compensated absences:

The Company provides for accumulated compensated absences as at the balance sheet date using projected unit credit method based on actuarial valuation.

0) Other Disclosures

Description of Asset Liability Matching (ALM) Policy

The Company has an insurance plans invested in market linked bonds The investment returns of the market-linked plan are sensitive to the changes in interest rates The liabilities duration ts not matched with the assets duration

Description of funding arrangements and funding policy that affect future contributions

The liabilities of the fund are funded by assets. The Company aims to maintain a dose to full-fundmg position at each Balance Sheet date Future expected contributions are disclosed based on this principle

Maturity profile

The average expected remaining lifetime of the plan members is 3.5 years (31 March 2022; 4 years) as at the date of valuation This represents the weighted average of the expected remaining lifetime of all plan participants.

32. Contingent liabilities & commitments :

32.1 Contingent liabilities

ai Claims against the Company not acknowledged as debt:

- Income Tax matters in respect of which appeal is pending ? 5.69 million iPrevious year f 7.80 million)

- Service lax matters in respect of which appeal is pending ? 53436 million (Previous year t 534.36 million)

b) Other claim not acknowledged as debt

The Company's pending litigations mainly comprise of claims against the Company pertaining to proceedings pending with Income tax. service tax and other authorities ’he Company has reviewed -ill its pending litigations and proceedings and has adequately provided for where provisions are required and disclosed as contingent liabilities where applicable, in the financial statements Ihe Company believes that the outcome of these proceedings will not have a materially adverse effect on the Company's financial position and results of operations.

The Company has received demand notices from tax authorities on account of disallowance of expenditure for earning exempt income under Section 14A of Income Tax Act 1961 read svith Rule 8D of the income Tax Rules. 1962. The company has Filed appeal/s and is defending its position. Based on the favorable outcome in Appellate proceedings in the past and as advised by the tax advisors, company is reasonably certain about sustaining its position in the pending cases hence the possibility of outflow of resources embodying economic benefits on this ground is remote.

c) Guarantees excluding financial guarantees .

Corporate/other guarantee not acknowledged as debt

Corporate/otner guarantee given by the Company on behalf of its subsidiaries and associate companies and to third paity which is outstanding as at 31 March 2023 and 31 March 2022 is given below:

Particulars |

As at 1,

As at

31 March 2023 §J

31 March 2022

Guarantee to trustees and others for non convertible debentures and other borrowings

25,849.37

23,527.47

Guarantee to Banks for loan taken by subsidiaries and associates

7,232.80

11,353.20

Total

33,082.17

34.880.67

32.2 Capital commitment

Estimated amount of contracts remaining to be* executed on capital account and not provided for (net of advances) f. Nil million (Previous year 3 Nil million).

33 Cost Sharing

Fhe group companies provide business and support services to each other basis of the signed agreed terms The services provided are with the intent to create synergies at group level tor e g. sharing of empty spaces with the group companies, having common HR and admin teams, using one's available resource for the benefit of the group.

In consideration of the business and management oversight by Edelweiss group, the beneficiaries shall share and pay towards the costs as agreed. It is expressly agreed between the parties that sharing of these cost shall be on the total cost over the financial year (April to March) adequate to compensate the function performed , assets employed 3nd risks assumed by group companies and will be determined by the beneficiaries and edelweiss group companies, the amount payable by the beneficianes is reviewed intermittently and any amendment to the same is mutually agreed upon »n writing by the parties. For the purpose of total cost means all operating expense including but not limited to, normal recurring cost such as office rent, communication charges, salaries, employee benefits, cost of approved third-party vendor, deprecation on .assets used and amortization

35. Capital management

The Company manages the capital structure by a balanced mix of debt and equity The Company's capital management strategy is to effectively determine, raise and deploy capital so as to create value for fts shareholders The Company maintains sound capitalisation both from an economic and regulatory perspecfve The Company continuously monitors and adjusts overall capital demand and supply in an effort to achieve an appropriate balance of the economic and regulatory considerations at 3ll times and from all perspectives. These perspectives include specific capiTal requirements from rating agencies.

Capital structure includes infusion in the form of equity and structured debt from strategic business partners in certain of Company 5 subsi-dianes to fund expansion and assist m achieving expected growth in the competitive market

No changes were made in the objectives, policies or processes dunng the financial years ended 37 March 2023 and 31 March 2022.

This framework Is adjusted based on underlying macro-economic factors affecting business environment, financial market conditions and interest rates environment. Company monitors capital using debt-equity ratio which is total debt divided by total equity.

37. Share based payments: Employee Stock Option Plans and Stock Appreciation Rights Plans

Edelweiss Financial Services Limited ("£FSL‘ hereafter), has recognised share based payment expenses for the years ended 31 March 2023 and 31 March 2022 based on fair value as on the grant date calculated as per option pricing model The grants represent equity-settled options under the Employee StGck Option Plans and Stock Appreciation Rights Plans (hereafter referred to as, ESOP 2011'' and "SAR 2019" or "ESOPs" ’SARs’).

The Edelweiss Group has granted ESOPs under the two plans viz. ESOP 2011 & SAR 2019 to its employees on an equity-settled basis as tabulated beiow. The ESOPs/SARs provide a right to its holders (i.e. Edelweiss group employees) to purchase one EF5L share for each option at a pre-determined strike price on the expiry of the vesting period The ESOP/SAR hence represents an European call option that provides a right but not an obligation to the employees of the Edelweiss group to exercise the option by paying the strike price at any time on completion of the vesting period, subject to an outer boundary on the exercise period

38. Risk Management

The Company has operations in India Whilst risk is inherent in the Company's activities, it is managed through an integrated risk management framework, Induding ongoing identification, measurement and monitoring, subject to risk limits and other controls. This process of risk management is critical to the Company. The Company is exposed to credit risk liquidity nsk and market risk. It is also subject to various operating and business risks.

Risk management strategy:

The strategy at an execution level is supported by -

1 Three tiered risk management structure to manage and oversee risks

2. Board and Executive Level Committees to review and approve risk exposures

3. Risk Management framework to ensure each risk the Company is exposed to is given due importance and managed through a well-defined framework and guidelines

4. Well-defined Standard Operating Procedures and Product approval framework to ensure risks are mitigated at operational level

5. Adequate segregation of duties to ensure multi-layered checks and balances

6. Exception reporting framework to ensure process and policy deviations are adequately addressed

Risk management structure:

The Board of Directors are responsible for the overall risk management approach and for approving the risk management strategies and principles.

The Board has appointed the Risk Committee which is responsible for monitoring the overall nsk process within the Company and reports to the Audit Committee

The Risk Committee has the overall responsibility for the development of the risk strategy and implementing principles, frameworks, policies and limits

The Company is responsible for implementing and maintaining nsk related procedures to ensure an independent control process is maintained The Company works closely with and reports to the Risk Committee, to ensure that procedures are compliant with the overall framework.

Credit risk

Credit risk is the risk of financial loss the Company may face due to current/potential inability or unwillingness of a customer or counterparty to meet financial /contractual obligations. Credit nsk also covers the possibility of losses associated With diminution in the credit quality of borrowers or counterparties The Company's lending activities is restricted to only its subsidiaries within the Edelweiss Group, the Company has adopted a policy of dealing with creditworthy counterparties and obtains sufficient collateral, where appropriate, as a means of mitigating the risk of financial loss from defaults.

Credit risk is measured as the amount that could be lost if a customer or counterparty fails to make repayments Credit risk is monrtored using various internal risk management measures and within limits approved by the board within a framework of delegated authorities It is managed through a robust risk control framework, which outlines dear and consistent policies, principles and guidance for risk managers. Presently Company has credit exposure only to it's subsidiaries where adequate control and monitoring is ensured

38. Risk Management

Liquidity risk

Liquidity risk emanates from the possible mismatches due to differences in maturity and repayment profile of assets and liabilities. To avoid such a scenario, the Company has maintained cash reserves in the form of Fixed Deposits. Cash Loans which are callable any ume at the Company's discretion, etc These assets carry minimal credit nsk and can be liquidated These would be to t3ke care of immediate obligations while continuing to honour commitments as a going concern.

Analysis of financial assets and liabilities by remaining contractual maturities

The table below at note number 41 summarises the maturity profile of the undiscounted cash flows of the Company's financial assets and liabilities as 3t 31 March All OTC derivatives used for hedging are shown by maturity, based on their contractual undiscounted payment obligations. All exchange traded denvatives held for trading are analysed based on expected maturity.

Market Risk:

Market risk is the risk which can affc-ct the Company's performance due to adverse movements m market prices of instrument due to interest rates, equity prices, foreign exchange rates The objective of the Company's market nsk management is to manage and control market rick exposures within acceptable parameters.

foreign exchange risk - Foreign exchange risk is the risk that the value of a financial instrument will fluctuate due to changes in foreign exchange rates. The Company's foreign exposure is limited to investments and loans to Group entities outside India The Company aggregates the foreign exchange exposure emerging out of these loans/investments ana the same Is hedged using OTC and exchange traded derivatives. Positions are regularly monitored by the Company and rebalanced/ rolled over based on the inflow ana outflow of funds The Company don t have any foreign currency exposure as at March 31 2023.

39. Fair Value Measurement

39.1 Valuation governance framework

Where fair values are determined by reference to externally quoted prices or observable pricing inputs to models, independent price determination 01 validation is used For inactive markets. Company sources alternative market information, with greater weight given to information that is considered to be more relevant and reliable.

39.2. Fair value hierarchy

Fair values of financial assets and liabilities are determined according to the following hierarchy

Level I - valuation technique using quoted market price: financial instruments with quoted prices for identical instruments in active markets that company can access at the measurement date.

Level 2 - valuation technique using observable inputs: Ihose where the inputs that arc- used for valuation and are significant are derived from directly or indirectly observable market data available over the entire period of the instrument's life.

Level 3 - valuation technique with significant unobservable inputs: Those that include one or more unobservable input that is significant to the measurement as whole

39.3. Financial instruments measured at Amortised Cost:

I he following table sets out the fair values and fair value hierarchy of financial instruments not measured at Amortised Cost, fair value and analysing them by the level in the fair value hierarchy into which each fair value measurement is categorised The information given below is with respect to financial instruments assets and financial liabilities measured at amortised cost for which the fair value differs is different than from the carrying amount. Carrying amounts of cash and cash equivalents trade receivables, trade and other payables as on 31 March 2023 approximate the fair value because of their short-term nature Difference between carrying amounts and fair values of bank deposits, other financials assets and other financial liabilities is not significant in each of the years presented.

39. Fair Value Measurement (Continued)

39.6. Fair valuation principles :

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 markc-t conditions (i.e.. an exit pnce). regardless of whether that price is directly observable or estimated using a valuation technique The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs

The Company's fair value methodology and the governance over its models includes a number of controls and other procedures to ensure appropriate safeguards are in place to ensure its quality and adequacy Where fair values are determined by reference to exteroatly quoted pnces or observable pricing inputs to models, independent price determination or validation rs used For inactive markets. Company sources alternative market information, with greater weight given to formation that is considered to be more relevant and reliable.

39.7. Fair valuation techniques :

Equity instruments

The equity instruments which are actively traded on recognised stock exchanges are valued at readily available active prices on a regular basis. Such instruments are classified as Level 1 Equity instruments in non-listed entities are Initially measured at Transaction price and re-measured at each reporting date at valuation provided by external valuer at instrument level Such unlisted equity securities are classified at Level L

Derivatives:

The Company enters into certain derivative financial instruments Dnmarily with banks with investment grade credit ratings. Denvatives valued using valuation techniques with market observable inputs are mainly forward exchange contracts.

Exchange traded derivatives:

Company has entered into certain exchange-traded currency futures The Company uses latest traded prices at the reporting date to value these derivatives and classifies these instruments as Level I in the hierarchy.

39.8. Transfer between Level 1 and level 2

Dunng the year there were no transfers between level 1 and level L Similarly, there were no transfers from or transfer to level 3.

42 Total market risk exposure

Fair value or future cash flows of financial instruments will fluctuate due tG changes in market vanables such as interest rates, foreign exchange rates and equity prices The Company classifies exposures to market risk Into either trading or non-trading portfolios and manages each of those portfolios separately, Fair value or future cash flows of financial instruments will fluctuate due to changes in market variables such as interest rates, foreign exchange rates and equity prices. The Company classifies exposures to market risk into either trading or non-trading portf olios and manages each of those portfolios separately Such risks the market risk for the trading portfolio is managed and monitored based on a VaR methodology that reflects the interdependency between risk variables Non-trading positions are managed and monitored using other sensitivity analyses.

45. Events after reporting date

The Company has evaluated all events that occur after balance sheet date through the date when the financial statements were issued to determine if they must be reported The management of the Company determined that there were no reportable subsequent events except as disclosed in Note 60.

46* Details of Benami Property held

The Company does not have any benami property, where any proceeding has been initiated or pending 3gamst the company for holding any Benami property

47. Where the Company has borrowings from banks or financial institutions on the basis of security of current assets, it shall disclose the following:-

The Company has been sanctioned working capital limits from bank during the F Y 2022 on the basis of security of current assets of the Company The Company had dosed the sanctioned workings capital limit within a month and accordingly was not required to file any retum/staterr.ent with the bank. During the previous year the Company had availed overdraft facility from one Bank and pursuant tG confirmation received from the said bank, there was no requirement to file any return/statement with the bank. There is no such working capital limits sanctioned during F Y 2023 by bank to the Company

48. Wilful Defaulter

The Company is noi declared as wilful defaulter by any bank or financial Institution or other lender

52. Undisclosed income

Fhe Company have not 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).

53. The Company Doesn't have any immovable properties whose title deeds are not held in name of the Company

The Company has granted loans or advances to Group companies in the nature of loans, without specifying period of repayment of pnncipal to companies However, during the year the Company has executed supplementary agreement with all such Group companies to stipulate the schedule for repayment of principal 'he repayment of pnncipal as per supplementary agreement is not due an these loans. Of these following are the details of the aggregate amount of loans or advances in the nature of loans granted to promoters or related parties as defined in clause (76) af section 2 of the Companies Act, 2013.

55. The Board of Directors at their meeting heid on 26 May 2023 have recommended a final dividend of ? 1.25 per equity share (on face value of ? 1 per equity share), subject to the approval of the members at the ensuing Annual General Meeting.

56. The Indian Parliament has approved the Code on Social Security, 2020 which subsumes the Provident Fund 3nd the Gratuity Act and rules there under. The Ministry of Labour and Employment has also released draft rules thereunder on 13 November 2020 and lias invited suggestions from stakeholders which are under active consideration by the Ministry The Company will evaluate the rules, assess the impact if any. and account for the same once the rules are notified and become effective

57.1 During the year ended 31 March 2023, two subsidiaries of the Company had sold certain financial assets amounting to ? 16,718.90 million (net of provisions) to various asset reconstructions company trusts ( ARC Trusts') and acquired security receipts (SR) amounting to ? 5,227.20 million from these ARC Trusts Ind AS 109 - Financial instruments prescribed under section 133 of the Companies Act, 2013, requires substantially all risks and rewards to be transferred for the purpose of de recognition of such financial assets from these subsidiaries' financial results. The Company had undertaken substantially all risks and rewards in respect of such financial assets. As a result, these financial assets were de-recognized in the subsidiaries' financial results. Based on assessment of probability of default, Igss given default in respect of these financial assets (t e. sold during the year ended March 31 2023 and in earlier years) and in light of various factors viz. exposures to certain sectors and assessment of credit and market risks for certain counter parties relative to such risks at initial recognition, the Company has recorded fair value loss of ? 3,786.01 million (net) for year ended and is included in ‘Net gain / (loss) on fair value changes.

Dunng the previous year ended 31 March 2022. three subsidiaries of the Company had sold certain financial assets amounting to ? 1.675.60 million and 7 11,424 10 million respectively (net of provisions) to various asset reconstructions company trusts ( ARC Trusts') and acquired security receipts (SR) amounting to f 1 42440 million and ? 9,455.70 million respectively from these ARC Trusts Ind AS 109 - Financial Instruments', prescnbed under section 133 of the Companies Act. 2013, requires substantially all risks and rewards to be transferred for the purpose of de-recognition of such financial assets from these subsidiaries financial statement The Company had undertaken substantially ail risks and rewards in respect of such financial assets. As a result, these financial assets were de-recognized in subsidiaries’ financial statement Based on assessment of probability of default, loss giver, default in respect of these financial assets and in light of various factors viz. exposures to certain sectors and assessment of credit and market risks for certain counter parties relative to such risks at initial recognition, the company has recorded fair value gain of ? 921.14 million (net) for the year ended respectively and ts included in 'Net gain on fair value changes'

57.2 Dunng the previous year ended 31 March 2022, certain assets amounting to K 2.720.00 million were sold to alternative assets funds by the subsidiary NBFCs. The Company has, vide a put agreement dated 04 February 2022, has guaranteed / undertaken to purchase these financial assets amounting to * 2,720.00 million an occurrence of certain trigger event as per the agreement

58. Pursuant to amendments in risk and rewards agreement between the subsidiaries and the Company (as mentioned in note above) with effect from 01 lanuary 2021 fees payable on security receipts (ARC management Fee) has been agreed to be borne by the Company, as the risk and rewards are undertaken by the Company Accordingly, an amount of ? 2,099.80 million (Previous year * 2.166 33 million) towards such expenses have been recorded by the Company

59.1 The Company had amended its nsk and rewards agreement with subsidiaries ECL Finance Limited (ECLF). NIDO Home Finance Limited CNHFL) and Edelweiss Retail St Finance Limited IERFL), with effect from 01 January 2021 and agreed to bear fees payable on security receipts (ARC Fee), as the risk and rewards are undertaken / assumed by the Company. The said agreement has been extended with effect from 21 December 2022. and accordingly, an amount of f 1,139.24 millions has been recorded by the Company towards such expenses for the year ended 31 March 2023

59.2 Under the Shareholders Agreement dated OS March 2019. entered between Edelweiss Financial Services Limited |EFSL), CDPQ Private Equity Asia PTE. Limited (CDPQ) and ECL Finance Limited (together referred as Parties). EFSL had agreed, pursuant to clause 3 1 fit 8.2 to make equity investment of an amount equivalent to the amount of losses on Select real estate/structured finance Loans (Select Loans) into ECL Finance Limited within six months of the default leading to loss incurred by the ECL Finance Limited on or before the date of the conversion of the Investor CCDs into Equity Shares. The rationale for this undertaking was to keep the total equity/net worth of ECL Finance Limited unimpacted on account of impairment in these loan accounts During the year ended 31 March 2023, Parties have agreed and concluded that loss event for three of the borrowers in the Select Loans have crystalized and hence. EFSL has agreed to make good the loss amounting to ? 1.29S.20 million incurred by ECL finance Limited in earlier years Accordingly. EFSL has recorded such loss in its profit and loss for the year ended 31 March 2023 The Parties have agreed that no loss event has been crystalized in respect of other Select Loans amounts mentioned in above said clauses of the agreement and hence there is no obligation of EFSL

60. The Board of Directors of the Company at its meeting held on 13 May 2022, had approved the Scheme of arrangement between Edelweiss Financial Services Limited ('EFSL') and Nuvama Wealth Management Limited (formerly known as Edelweiss Securities Limited) (‘NWML') and their respective shareholders and creditors, under section 230 to 232 read with section S2 and other applicable provisions of the Companies Act 2013. which inter-alia envisaged demerger of Wealth Management Business Undertaking ('Demerged Undertaking' as defined in the Scheme) of EFSL into the NWML The National Company Law Tribunal Bench at Mumbai (Tribunal) has approved the aforementioned Scheme vide its order dated 27 April 2023 under the applicable provisions of the Companies Act. 2013. Certified copy of the said order of the Tribunal was received by the Company on 12 May 2023 and filed with the Registrar of Companies on 18 May 2023. The Scheme came into the effect from 18 May 2023. As per the Scheme, the Appointed Date of the Scheme is 18 May 2023

61. The Company's subsidiary ECL Finance Limited ('ECLF') has received the inspection report dated 12 January 2023 from Reserve Bank of India CRB)') for the Financial Year 2021-22. The RBI in its inspection report has inter alia raised matter relating to the sharing of fair value gams of ? 1,994 .10 million between the ECLF and the Company This pertains to exposure towards certain borrowers that are covered under the Shareholders agreement between the Company, ECLF and an investor and the Risks & Rewards sharing agreement between the Company and ECLF ECLF has provided its Justifications for recording such fair value gains in its financial statements to RBI Further ECLF has informed to its Board of Directors in its meeting dated 24 January 2023 that recording and sharing of such fair value gains between the Company and ECLF is in accordance with agreements referred abcveJn the month of April 2D23, the ECLF submitted a detailed reply along with calculations, rationale for recognising such fair value gain and amended the Risk fit Rewards sharing agreement with the Company Further, the ECLF has sold/received redemption against such security receipts as on 31 March 2023 Accordingly there is no impact of this observation on financial statements as on 31 March 2023

62. During the year ended 31 March 2023. an investor has invested in Security receipts issued by ARC trusts as senior class investor in such trusts amounting to T12.000 million These pertain to certain loans and secunty receipts sold by one of the subsidiary company. ECL Finance Limited to the ARC trusts. EFSL and another subsidiary company. Edelweiss Secunties and Investments Private Limited ('ESIPL') have provided a Put option to the investor assuring to pay or guarantee the payment of agreed aggregated total pay-out value 3tter reducing any payment to investors from underlying assets during the period i.e., amount invested 3long with a minimum guaranteed return as per the agreement. Further based on management assessment and given current estimates/cash Rows from underlying assets, the likelihood of any payment to investor is considered as remote

63 The Income Tax Authorities ( the Department1'} had conducted a search under section 132 of the Income Tax Act. 1961 or. the premises of the Company during March 2023. The Company had provided the requisite details which were sought by the income tax authorities during the course of the search Subsequently, the Company has received summons under section 131 (1A) of the income Tax Act, 1961 seeking certain data/information. which the Company is in the process of responding The Company confirms that neither the Department has raised any tax demand nor the Company has admitted any tax liability further, no proceeding or assessment orders have been issued post the search conducted by the Department While uncertainty exists regarding the outcome of the proceedings by the Department, the Company is extending its full cooperation with the concerned income tax authonties and based on current internal assessment management is of the view that this will not have any impact on the financial statement for the year ended 31 March 2023.

64. The Company has complied with the Rule 3 of Companies ( Accounts) Rules, 2014 amended on August 5,2022 relating to maintenance of electronic books of account and other relevant books and papers. The Company's books of accounts and relevant books and papers are accessible in India at all times 3nd backup of accounts 3nd other relevant books and papers are maintained in electronic mode within India and kept in servers physically located in India on daily D3sis.

65. Details of Crypto Currency or Virtual Currency

The Company has not traded or invested in Crypto currency or Virtual Currency during the current financial year and any of the previous financial years.

66. During the yeai ended 31 March 2023 employee benefits expense includes a reversal of bonus provision of t 470 million. During the year ended 31 March 2022 employee benefits expense includes a reversal of long term incentive plan of t 650.00 million and created additional bonus provision amounting to t 731.00 million during the year ended 31 March 2022.

67. Dunng the year ended 31 March 2023. other income includes gam amounting to ? 6.795.64 million (previous year ? 5,315 75 million) on sale o- investments in its subsidiaries.* Namely Edelweiss Asset Reconstruction Company Limited. ECL Finance Limited. Edel Investment Limited. Nuvama Weath Management Limited ( formerly known as Edelweiss Securities Limited) & Edelweiss Alternative Asset Advisors Pte Limited )

68. The Company has a process whereby periodically all long term contracts (including derivative contracts) are assessed lor material foreseeable losses. At the year end the Company has reviewed and ensured that adequate provision as required under any law/ accounting standards for material foreseeable losses on such long term contracts (including derivative contracts) has been made m the books of accounts

70. The Company is in compliance with number of layers of companies, as prescribed under clause (87) of section 2 of the Act read with the Companies (Restriction on number of Layers) Rules 201 /

71. Previous year's figures have been regrouped / reclassified to conform to current year presentation

72. All amounts disclosed in the financial statements and notes have been rounded off to the nearest million as per the requirements of Schedule III, unless otherwise stated

73. These financial statements have been approved for issue by the Board of Directors of the Company on 26 May 2023