Key highlights of Consolidated Financial Performance

The consolidated gross income of the Company stood at
H 4,452.83 crore as against H 4,832.16 crore during the
previous year, reflecting a decrease of 8%. The Company
reported a profit before tax of H 996.85 crore, an increase
of 182% over the previous year's profit of H 353.37 crore.
The profit after tax doubled to H 821.31 crore from
H 409.84 crore in the previous year. The profit of H 409.84 crore
during the previous year was after taking into consideration an
exceptional loss of H 846.86 crore incurred in our distressed
credit business.

The consolidated financials reflect the cumulative performance
of the Company together with its various subsidiaries, associate
company, partnership firm and association of persons.

Key highlights of Standalone Financial Performance

On a standalone basis, the Company’s gross income stood at
H 1,037.27 crore for the financial year ended March 31, 2025
as compared to H 820.41 crore in the previous year, registering
an increase of 26%. The profit before tax for the financial year
ended March 31,2025 increased to H 549.10 crore, reflecting
a rise of 34% from H 410.20 crore in the previous year. The
profit after tax during the year under review increased to
H 538.74 crore from H 309.60 crore, registering a growth of
74% over the previous year. The increase in the profitability
was primarily on account of higher fee income, which grew to
H 575.14 crore during the year under review from H 508.24 crore
in the previous year, due to rise in deal closures in investment
banking business. Additionally, higher dividend income
from the subsidiaries also contributed significantly with
H 183.91 crore as against H 87.18 crore in the previous year.

The standalone and consolidated financial statements, along
with the relevant documents and audited financial statements
for each subsidiary, as required under Section 136 of the Act,
are available on the website of the Company at https://jmfl.
com/investor-relation/financial-results.html.

General Reserve

The Board has not proposed to transfer any amount to the
general reserve for the financial year ended March 31,2025.

Dividend

Enthused with the financial performance of the Company, the
Board has recommended a higher dividend of H 2.70/- per
equity share of the face value of H 1/- each (270% of the face
value) for the financial year 2024-25 as against the dividend of
H 2/- per equity share of H 1/- each (200% of the face value) in

the previous financial year. The payment of dividend is subject
to the approval of Members of the Company at the ensuing
Annual General Meeting (the “AGM”).

If approved, the dividend will be paid to those Members
whose names appear in the register of members/statement
of beneficial ownership as at the close of business hours on
Friday, June 13, 2025, being the record date, after deduction
of applicable tax at source.

The total dividend pay-out will be H 258.10 crore (as compared
to H 191.12 crore in the previous financial year) which translates
in the pay-out ratio of 31.43% of the consolidated net profit
for the year under review. The same is in accordance with
the Dividend Distribution Policy of the Company. Pursuant
to Regulation 43A of the Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (the “SEBI Listing Regulations”), the
Dividend Distribution Policy is available on the website of
the Company at https://imfl.com/investor-relations/Policv for
Dividend Distribution.pdf.

Share Capital

During the year under review, the Company has issued and
allotted 2,50,359 equity shares to the Eligible Employees
under the Employees’ Stock Option Scheme - Series 10 to
Series 17. As a result, the issued, subscribed and paid-up equity
share capital of the Company increased from H 95,55,92,751/-
(comprising 95,55,92,751 equity shares of the face value of
H 1/- each) to H 95,58,43,110/- (comprising 95,58,43,110
equity shares of the face value of H 1/- each).

The equity shares issued under the Employees’ Stock Option
Scheme rank pari-passu with the existing equity shares
of the Company.

Employees’ Stock Option Scheme

During the year under review, the Nomination and Remuneration
Committee of the Board (the “NRC”) at its meeting held on
May 10, 2024, granted an aggregate of 12,90,000 stock
options to the Eligible Employees under Series 19 of the
Company’s Employees’ Stock Option Scheme (the “ESOS”).
Additionally, at its meeting held on May 2, 2025, the NRC had
granted a further of 2,50,000 stock options to the Eligible
Employees under Series 20 of the ESOS.

The ESOS is in compliance with the Securities and Exchange
Board of India (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021 (the “SEBI SBEB Regulations”)
and applicable SEBI Circulars, issued from time to time.

A certificate from the Secretarial Auditors confirming that
the scheme has been implemented in accordance with SEBI
SBEB Regulations, will be placed at the ensuing AGM for an
online inspection by the Members.

The disclosure relating to the ESOS, in line with applicable SEBI
SBEB Regulations, is uploaded on the Company’s website at
https://jmfl.com/investor-relation/agm-egm.html. Additionally,
the relevant disclosures under Ind AS 102 relating to share
based payments, are included in Note 31 of the notes to the
standalone financial statements and note 45 of the notes to
the consolidated financial statements of the Company.

Subsidiaries, Associate, Partnership Firm and
Association of Persons

The Company has 14 subsidiary companies, an associate
company, a partnership firm and an association of
persons as below.

Subsidiaries (including step down subsidiaries)

1. JM Financial Institutional Securities Limited

2. JM Financial Services Limited (Material Subsidiary
of the Company)

3. JM Financial Properties and Holdings Limited

4. Infinite India Investment Management Limited

5. JM Financial Commtrade Limited

6. CR Retail Malls (India) Limited

7. JM Financial Products Limited (Material Subsidiary
of the Company)*

8. JM Financial Credit Solutions Limited (Material
Subsidiary of the Company)*

9. JM Financial Home Loans Limited

10. JM Financial Asset Management Limited

11. JM Financial Asset Reconstruction Company Limited*

12. JM Financial Overseas Holdings Private Limited (Mauritius)

13. JM Financial Singapore Pte. Ltd. (Singapore)

14. JM Financial Securities, Inc. (United States of America)

* Includes trusts where there is a controlling interest/significant influence.

Associate Company

JM Financial Trustee Company Private Limited
Partnership Firm
Astute Investments
Association of Persons

ARB Maestro

Primary and secondary transactions during the year
under review

During the financial year 2024-25, the Company subscribed
to 35,73,66,435 equity shares of the face value of H 10/- each,
at an issue price of H 15/- per share of JM Financial Asset
Reconstruction Company Limited (“JMFARC”) issued by it
on rights basis for a total consideration of H 536 crore. Post
the allotment of these shares by JMFARC, the Company’s
shareholding in JMFARC increased from 53.62% to 71.79%.

As reported earlier, the Company, post receipt of regulatory
approvals, has acquired an aggregate of 13,84,087 equity
shares of JM Financial Credit Solutions Limited (“JMFCSL”)
from INH Mauritius 1 (“INH”), for a total consideration of
H 1,460 crore, thereby increasing the Company’s equity stake
from 46.68% to 95.64% upon consummation of all tranches.
Additionally, in accordance with the required approvals, the
Company also sold its entire shareholding representing 71.79%
equity stake in JMFARC to JMFCSL for a total consideration of
H 856 crore. Post acquisition of 71.79% equity stake in
JMFARC, JMFCSL became the sponsor of JMFARC in place
of the Company and currently it holds 81.77% including its
existing holding of 9.98%.

Additionally, the Company acquired 38,955 equity shares
representing 1.38% equity stake from another shareholder of
JMFCSL in March 2025 for a total consideration of H 41 crore,
thereby increasing its total equity stake in JMFCSL to 97.02%.

With the aforesaid consummation of the transactions, the
Company has successfully consolidated the distressed credit
business under its wholesale debt syndication platform viz.,
JMFCSL, leveraging the experience of its talent pool through
different economic cycles to achieve higher risk adjusted
returns. The Group’s established expertise and relationships
in the wholesale and distressed credit businesses will enable
a strategic pivot from an on-balance sheet business model to
a diversified originate to distribute/syndication model across
asset classes. Post-transaction, the Company’s increased
ownership in JMFCSL to 97.02% has enhanced its share in
consolidated profits and provides greater control over capital
allocation and profit distribution.

In March 2025, the Board of Directors approved the transfer
of Private Wealth business to JM Financial Services Limited
(“JMFSL”), a wholly owned subsidiary of the Company,
through a Business Transfer Agreement on a going concern
basis by means of a slump sale, effective from April 1, 2025.
This transfer aims to integrate the Private Wealth business with
JMFSL’s existing businesses and enhancing service synergies,

streamlining operations and strengthening the overall client
value proposition.

Further, in March 2025, the Company has subscribed to
2,82,59,725 partly paid up equity shares of the face value of
H 10/- each at an issue price of H 21/- per share issued by JM
Financial Asset Management Limited (“JMFAMC”) on rights
basis, where the Company has paid 50% of the issue price
towards application money amounting to H 30 crore.

A comprehensive report on the performance and financial
position of each of the subsidiaries and associate company is
included in the consolidated financial statements. Additionally,
a statement containing the salient features of the financial
statements of the subsidiaries and associate company is
provided in Form AOC-1, which forms part of the Annual
Report for the financial year 2024-25.

The policy for determining material subsidiary is available
on the website of the Company at https://jmfl.com/investor-
relations/Policy on Material Subsidiaries.pdf.

Awards and Recognition

During the financial year 2024-25, the Company including its
subsidiaries received several prestigious awards and honours,
reflecting excellence across various domains as below.

Certifications

The Company and following companies in the Group received
the prestigious Great Place to Work-Certified™ designation,
reinforcing the Groups’ commitment to fostering a positive
and engaging work environment.

Directors and Key Managerial Personnel

As on March 31,2025, the Board of the Company comprised
eight (8) Directors, of which there were five (5) independent
directors including one (1) woman independent director, two (2)
executive directors (MDs) and one (1) non-executive director.

Independent Director(s) (IDs)

Executive Director(s) (MDs)

Non-Executive Non-Independent Director (NED)

In accordance with the applicable provisions of Section
152 of the Act, Mr. Nimesh Kampani (DIN: 00009071), a
non-executive non-independent director, being the longest
in office since his last appointment, retires by rotation at the
ensuing AGM of the Company. Being eligible, Mr. Kampani
has offered himself for re-appointment as a director.

Further, in terms of Regulation 17(1 A) of SEBI Listing
Regulations a special resolution for re-appointment of
Mr. Kampani as non-executive director, along with the requisite
details, forms part of the Notice of ensuing AGM.

Mr. Adi Patel (DIN: 02307863) was re-designated from Joint
Managing Director to Managing Director effective from
April 1, 2024. Subsequently, based on the recommendation
of the NRC and the Board, the Members of the Company,

through Postal Ballot process, approved his re-appointment
as Managing Director for a further term of three (3) years,
effective from October 1,2024 until September 30, 2027.

Additionally, through the above Postal Ballot process in
November 2024, the Members also approved:

(a) the appointment of Mr. Vishal Kampani (DIN: 00009079),
a Non-Executive Vice Chairman, as Managing Director
for a term of five (5) years from October 1, 2024 to
September 30, 2029, who is also liable to retire by
rotation. With this appointment, Mr. Kampani is the
Vice Chairman and Managing Director; and

(b) the re-appointment of Mr. P S Jayakumar (DIN: 01173236)
as an independent director of the Company for a second
consecutive term of five (5) years with effect from
July 30, 2025 including and up to July 29, 2030.

Mr. Hariharan Ramamurthi Aiyar (DIN: 01374306) has joined
the Board of the Company as an additional director, designated
as non-executive, non-independent director. His appointment
is effective from May 12, 2025 and he holds office up to the
date of the ensuing AGM, subject to approval of the Members
of the Company.

Ms. Jagi Mangat Panda (DIN: 00304690) ceased to be an
independent director of the Company with effect from close
of business hours on March 30, 2025 upon completion
of her second term pursuant to Section 149(11) of the
Act. Consequently, Ms. Panda has also ceased to be the
Chairperson of stakeholders’ relationship committee and
a member of nomination and remuneration committee,
corporate social responsibility committee and allotment
committee of the Board. The Board placed on record its deep
appreciation for the commitment, expertise and guidance
provided by Ms. Panda during her tenure as an independent
director of the Company.

None of the Directors is disqualified from holding the office
under Section 164 of the Act or any other applicable law. The
Company has obtained a certificate from Shroff Negandhi and
Associates LLP, Company Secretaries, confirming that none of
the directors on the Board of the Company has been debarred
or disqualified from being appointed or continuing as directors
of companies by the Securities and Exchange Board of India/
Ministry of Corporate Affairs (“MCA”) or any such statutory
authorities as on March 31,2025. A copy of the said certificate
is forming part of the Report on Corporate Governance, which
forms part of this Report.

Key Managerial Personnel

As on March 31, 2025, the following persons are the Key
Managerial Personnel (“KMP”) of the Company in accordance
with the provisions of Sections 2(51) and 203 of the Act read
with the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014.

1. Mr. Vishal Kampani - Vice Chairman and Managing Director

2. Mr. Adi Patel - Managing Director

3. Mr. Nishit Shah - Chief Financial Officer

4. Mr. Hemant Pandya - Company Secretary and Compliance
Officer (with effect from July 1,2024)

Declaration by the Independent Directors

Pursuant to the provisions of Section 149 of the Act and
SEBI Listing Regulations, the independent directors of the
Company have submitted the requisite declaration, confirming
that each of them meets the criteria of independence as
prescribed under the Act read with rules made thereunder and
SEBI Listing Regulations. They have also confirmed that they
continue to comply with the code of conduct laid down under
Schedule IV of the Act.

Further, in accordance with Regulation 25(8) of SEBI Listing
Regulations, the independent directors have confirmed that
they are not aware of any circumstance or situation which
exists or may be reasonably anticipated that could impair or
impact their ability to discharge their duties independently.

In terms of Section 150 of the Act read with Rule 6 of the
Companies (Appointment and Qualification of Directors) Rules,
2014, the independent directors have also confirmed that they
have registered themselves with the databank maintained
by the Indian Institute of Corporate Affairs (“IICA”) and the
said registration is renewed and is active. Additionally, they
have complied with the applicable requirements of the online
proficiency self-assessment test conducted by the IICA.

Accordingly, based on the said declarations and after
reviewing and verifying its veracity, the Board is of the opinion
that the independent directors are persons of integrity,
possess relevant expertise, experience, proficiency, fulfil the
conditions of independence specified in the Act and SEBI
Listing Regulations and are independent of the management
of the Company.

There has been no change in the circumstances affecting
their status as independent directors of the Company. During
the financial year 2024-25, the independent directors had no
pecuniary relationships or transactions with the Company,
except as disclosed in the Report on Corporate Governance
which forms part of this Report.

The Company has adopted the Code of Conduct for its
Directors and Senior Management Personnel (the “Code of
Conduct”) in accordance with applicable provisions of the
Act and SEBI Listing Regulations. All the Board Members and
Senior Management Personnel of the Company have affirmed
compliance with the Code of Conduct.

Board Meetings

Seven (7) Board meetings were held during the financial
year 2024-25. The maximum interval between two meetings
did not exceed 120 days, as prescribed under the Act and
SEBI Listing Regulations. For further details, including the
number of meetings held during the year and attendance of
the Directors thereat, please refer to the Report on Corporate
Governance, which forms part of this Report.

Board Committees

The Board has constituted the following Committees to
oversee various aspects of governance and operations.

1. Audit Committee;

2. Nomination and Remuneration Committee;

3. Corporate Social Responsibility Committee;

4. Stakeholders’ Relationship Committee;

5. Risk Management and Environmental Social and
Governance Committee; and

6. Allotment Committee.

A detailed overview of the composition, terms of reference,
meetings held and attendance of members are provided in
the Report on Corporate Governance, which forms part
of this Report. The composition and terms of reference
of all the Committees of the Board of the Company are in
accordance with the applicable provisions of the Act and SEBI
Listing Regulations.

Policies on appointment of Directors and their
remuneration

The Company recognises and values the importance of a
diverse culture on its Board, believing that well-balanced

composition enhances decision making by leveraging different
skills, qualifications, professional experience and gender
diversity. A diverse Board fosters innovation, accountability
and strategic insight, contributing to the Company’s
long-term success.

In accordance with the provisions of Section 178(3) of the Act
and Regulation 19(4) of SEBI Listing Regulations, the Company
has adopted the policies on ‘Selection and Appointment of
Directors’ and ‘Performance Evaluation and Remuneration of
the Directors’.

Both these policies are available on the website of
the Company at https://imfl.com/investor-relations/Policv on
Selection and Appointment of Directors.pdf and https://imfl.
com/investor-relations/Policy on Performance Evaluation
and Remuneration of the Directors.pdf.

The salient features of the policy on Performance Evaluation
and Remuneration of the Directors along with the details of
remuneration and other matters have been disclosed at length
in the Report on Corporate Governance, which forms part
of this Report.

Evaluation of Board of Directors

The annual evaluation process of the Board of Directors, the
Committees thereof and individual directors was conducted
in accordance with the provisions of the Act and SEBI Listing
Regulations. The structured questionnaires used for assessing
the performance of Board and its Committees were framed in
accordance with the Policy on Performance Evaluation and
Remuneration of the Directors.

The evaluation process focused on various aspects of
the Board and Committees’ functioning including their
composition, experience, competencies, performance of
specific duties, obligations, governance issues, attendance
and contribution of individual directors and exercise of
independent judgement.

The questionnaires were circulated online through a secured
application. The responses provided by the Directors and
recommendations made by them were reviewed and discussed
by the NRC and the Board at their respective meetings.

Additionally, a meeting of the independent directors of
the Company was held on March 27, 2025 without the
presence of non-independent directors and members of the
Management. During this meeting, the independent directors
reviewed the performance of non-independent directors, the
Chairman and various Committees of the Board. They also
assessed the quality, quantity and timeliness of the flow of

information between the Management and the Board, while
evaluating progress on the recommendations made during
the previous year.

The independent directors expressed their satisfaction
regarding the overall functioning of the Board and its
Committees for the financial year 2024-25.

Directors’ Responsibility Statement

Pursuant to Section 134(3)(c) read with Section 134(5) of the
Act with respect to Directors’ Responsibility Statement, the
Directors hereby state and confirm that:

a) in the preparation of the annual accounts, the applicable
accounting standards have been followed and that no
material departure has been made in following the same;

b) appropriate accounting policies have been selected
and applied consistently and judgements and estimates
made are reasonable and prudent so as to give a true
and fair view of the state of affairs of the Company at the
end of the financial year and of the profit of the Company
for that period;

c) proper and sufficient care for maintenance of adequate
accounting records in accordance with the provisions of
Act have been taken for safeguarding the assets of the
Company and for preventing and detecting frauds and
other irregularities;

d) the annual accounts have been prepared on a
going concern basis;

e) internal financial controls to be followed by the Company
had been laid down and such internal financial controls
are adequate and operating effectively; and

f) proper systems have been devised to ensure compliance
with the provisions of all applicable laws and that such
systems are adequate and operating effectively.

Statutory Auditors

During the financial year 2024-25, the Members of the
Company at the Thirty-ninth AGM held on August 6, 2024
had approved the appointment of KKC & Associates LLP,
Chartered Accountants, (Firm registration no. 105146W/
W100621) (the “KKC”) as the Statutory Auditors of the
Company, for a period of five (5) consecutive years from the
conclusion of the Thirty-ninth AGM until the conclusion of the
Forty-fourth AGM to be held in the financial year 2029-30.
KKC have accordingly conducted the statutory audit of the
Company for the financial year 2024-25.

Auditor’s Report

The Auditor’s Report both on standalone and consolidated
annual financial statements of the Company for the financial
year ended March 31,2025, forms part of the Annual Report.
The said reports were issued by the Statutory Auditors with an
unmodified opinion and does not contain any qualifications,
reservations or adverse remarks. During the year under
review, the Auditors have not reported any incidents of fraud
to the audit committee under Section 143(12) of the Act.
The notes to the accounts referred to in the Auditor’s Report
are self-explanatory and therefore do not call for any further
explanation and comments.

Secretarial Audit

Pursuant to Section 204 of the Act, read with the
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Board, based on the
recommendation of the audit committee, had appointed
Shroff Negandhi and Associates LLP, Company Secretaries
(Firm Registration Number: L2022MH012100) as the
Secretarial Auditors of the Company to conduct audit of the
secretarial records for the financial year ended March 31,2025.
The secretarial audit report is annexed as Annexure I and
forms part of this Report.

There are no observations, reservations, qualifications or
adverse remark or disclaimer made in the secretarial audit
report. The Secretarial Auditors have not reported any fraud
under Section 143(12) of the Act.

Pursuant to Regulation 24A of SEBI Listing Regulations,
the Annual Secretarial Compliance Report of the Company
as issued by Shroff Negandhi and Associates LLP, will be
submitted to the stock exchanges within the statutory timelines.

In compliance with Regulation 24A of the SEBI Listing
Regulations and Section 204 of the Act, the Board at its
meeting held on May 12, 2025, based on recommendation of
the audit committee, has approved the appointment of Shroff
Negandhi and Associates LLP, Company Secretaries, a peer
reviewed firm (Firm Registration Number: L2022MH012100)
as Secretarial Auditors of the Company for a term of five
consecutive years commencing from financial year 2025-26
till financial year 2029-30, subject to approval of the Members
at the ensuing AGM.

Shroff Negandhi and Associates LLP have given their consent
and confirmed that they are not disqualified from being
appointed as the Secretarial Auditors of the Company and
satisfy the eligibility criteria.

Secretarial Standards

The Company has complied with the applicable provisions
of Secretarial Standards issued by the Institute of Company
Secretaries of India and as notified by the MCA.

Internal Auditors

The Board, based on the recommendation of audit committee,
appointed Aneja Associates, Chartered Accountants, as
the Internal Auditors of the Company for the financial year
2024-25 in accordance with the provisions of the Act.

Corporate Social Responsibility

In accordance with the provisions of Section 135 of the Act,
the Board has constituted the Corporate Social Responsibility
Committee (the “CSR Committee”). Brief terms of reference,
details of meetings held and attendance thereat, are provided
in the Report on Corporate Governance forming part
of this Report.

During the financial year 2024-25, the Company has spent
H 4.88 crore towards the CSR project - JM Financial Shiksha
Samarthan from the annual action plan for the financial year
2024-25. Additionally, an amount of H 0.85 crore was spent
towards the ongoing CSR project -Shri Vardhman Nidan Seva
from the annual action plan for the financial year 2022-23. The
aforesaid CSR projects were in accordance with the activities
specified under Schedule VII to the Act. Brief overview of the
same is available on the website of the Company at https://
jmfl.com/giving-csr/projects.

The Report on CSR activities as mandated under the
Companies (Corporate Social Responsibility Policy) Rules,
2014 is annexed as Annexure II and forms an integral part
of this Report.

The CSR Policy outlines the activities that can be undertaken or
supported by the Company within the applicable provisions of
the Act ensuring the alignment with sustainable development
goals and principles. Apart from the composition requirements
of the CSR Committee, the CSR Policy, inter alia, sets forth
key parameters, including.

• Criteria for project and area selection;

• Annual budget allocation;

• Execution and implementation modalities;

• Monitoring mechanisms for CSR initiatives; and

• Formulation of an annual action plan.

The CSR Policy is available on the website of the Company at
https://imfl.com/investor-relations/CSR Policv.pdf.

The Chief Financial Officer has certified that the funds
disbursed basis the annual action plan for the financial year
2024-25 have been utilised for the purpose and in the manner
as approved by the Board.

Risk Management

Risk Management is an integral part to the Company’s
strategy for achieving the long-term goals. The Company and
its subsidiaries are exposed to various internal and external
risks including liquidity risk, interest rate risk, market risk,
credit risk, operational risk, regulatory & compliance risk,
reputational risk, business continuity risk, risk emanating
from cyber security, legal risk, competition risk and third party
risks, among others. To effectively address these challenges,
the Company has established a comprehensive risk
management policy to identify, assess, evaluate, mitigate and
manage the risks that are encountered during the conduct of
business activities, which may pose significant loss or threat
to the Company.

The Risk Management and Environmental Social and
Governance Committee (the “RM and ESG Committee”) of
the Board is entrusted with the responsibility of overseeing
the risk management process in the Company apart from
monitoring activities relating to Environmental, Social and
Governance (“ESG”). In addition to reviewing cyber security
functions and assessing various risks, the Committee ensures
that identified risks are aligned with the organisation’s strategy
and that the appropriate mitigation strategies are in place. The
audit committee provides additional oversight in the area of
financial risks and internal controls.

During the financial year 2024-25, RM and ESG Committee
focused on reviewing of risks and mitigations action/
measures related to cyber security, data privacy and business
continuity plan. Additionally, the Committee introduced the
vision and mission statements within the ESG Framework
and Principles of Business Conduct. This initiative aims to
strengthen governance practices and foster an ESG-driven
corporate culture.

Further details regarding the development and implementation
of Risk Management Policy have been covered at length in
the Management Discussion and Analysis Report which forms
part of this Report.

Internal financial control systems and its adequacy

The Company has in place adequate and effective internal
financial controls with reference to the Financial Statements
commensurate with the size, scale and complexity of
its operations.

The Board has adopted accounting policies which are
in accordance with Section 133 of the Act read with the
Companies (Indian Accounting Standards) Rules, 2015.

The internal financial control system of the Company is
supplemented with internal audits, regular reviews by
the management and checks by external auditors. These
mechanisms provide reasonable assurance in respect
of financial and operational information, compliance
with applicable statutes, safeguarding of assets of the
Company, prevention and detection of frauds, accuracy
and completeness of accounting records and adherence to
Company’s policies.

The audit committee actively reviews the adequacy and
effectiveness of the internal control systems and is regularly
updated on the internal audit findings and corrective actions.
Additionally, the Statutory Auditors and the Internal Auditors
of the Company have also provided their confirmation that the
internal financial controls framework is operating effectively.

The Company tracks all amendments in the Accounting
Standards and makes changes to the underlying systems,
processes and financial controls to ensure adherence to
the same. During the financial year, no material or serious
observations have been highlighted for inefficiency or
inadequacy of such controls.

Further details regarding the adequacy of internal financial
controls are given at length in the Management Discussion
and Analysis Report which forms part of this Report.

Deposits

There were no outstanding deposits within the meaning
of Sections 73 and 74 of the Act read with the Companies
(Acceptance of Deposits) Rules, 2014, as amended, at the
end of financial year 2024-25 or the previous financial year.

Further, the Company has not accepted any deposits from
public falling within the ambit of Section 73 of the Act, read
with the Companies (Acceptance of Deposits) Rules, 2014
during the financial year 2024-25.

Material changes and commitments affecting the
financial position of the Company

Except as otherwise stated in this Report, there have been
no material changes and commitments affecting the financial
position of the Company which have occurred between the
end of the financial year to which the financial statements
relate and the date of this Report.

Change in nature of business

During the financial year 2024-25, there has been no change
in the nature of the Company’s business.

As previously stated in this report, the Company has transferred
its Private Wealth business to JM Financial Services Limited
(“JMFSL”), a wholly owned subsidiary, through a Business
Transfer Agreement on a going concern basis via a slump sale,
effective April 1,2025. This strategic move aimed to integrate
the Private Wealth business with JMFSL’s existing operations
to enhance service synergies, streamline operations and
strengthen the overall client value proposition.

Since this transaction was conducted between the Company
and its wholly owned subsidiary, there is no impact on a
consolidated basis.

Significant and material orders

During the financial year 2024-25, there were no significant
or material orders passed by regulators, courts, or
tribunals impacting the going concern status or operations
of the Company.

Having said the above, we report that SEBI had issued an
Interim Order on March 7, 2024, followed by the Confirmatory
Order passed on June 20, 2024. The Orders imposed
restrictions on the Company from undertaking new mandates
as a lead manager for public issues of debt securities until
March 31, 2025, or such other date as specified by SEBI.
The Confirmatory Order has clarified that this restriction is
limited to debt securities and does not impact other business
activities, including equity-related mandates. The Company
has adhered to the order and pursued appropriate regulatory
recourse as per the applicable Regulations of SEBI.

Additionally, the Company, in the ordinary course of its
business, had received certain administrative communications
from SEBI, including warning letters related to operational
matters. These communications do not have a material impact

on the Company's operations and have been duly addressed
and reported to the stock exchanges. The Company remains
committed to maintaining strong regulatory compliance
framework and has taken necessary actions to resolve the
issues effectively.

Report on Corporate Governance

The Report on Corporate Governance for the financial year
2024-25 along with a certificate from the Secretarial Auditors
of the Company certifying compliance with the conditions
of Corporate Governance as stipulated in the SEBI Listing
Regulations forms part of this Annual Report.

Management Discussion and Analysis Report

Management Discussion and Analysis Report for the financial
year under review, as stipulated under Regulation 34 of the
SEBI Listing Regulations, is presented in a separate section,
forming part of this Report.

Business Responsibility and Sustainability Report
(“BRSR”)

In compliance with Regulation 34(2)(f) of the SEBI Listing
Regulations, the Company’s BRSR forms part of this
Report describing initiatives taken by the Company from an
environmental, social and governance perspective.

Particulars of employees and related information

The ratio of remuneration of each Director to the median
employees’ remuneration as per Section 197(12) of the Act
read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, (the
“Rules”) as amended, is disclosed in Annexure III, appended
to this Report.

In terms of Section 136(1) of the Act, the Annual Report is being
sent to the Members, excluding the information regarding
employee remuneration as required pursuant to Rule 5(2) and
Rule 5(3) of the said Rules. Any member desirous of obtaining
such information may write to the Company Secretary at
ecommunication@jmfl.com and the same will be furnished
on such request.

Particulars of loans, guarantees or investments

Details of the loans, guarantees and investments, as required
under Section 186 of the Act and Schedule V to SEBI Listing
Regulations, are given in note 37 of notes to the Standalone
Financial Statements of the Company.

Credit rating

Details of the credit ratings obtained by the Company are
mentioned in the General Shareholders’ Information which
forms part of the Report on Corporate Governance.

Investor Education and Protection Fund (“IEPF”)

Details of unclaimed dividends and equity shares transferred
to the IEPF and IEPF Authority is mentioned in the General
Shareholders’ Information which forms a part of the Report on
Corporate Governance.

Mr. Hemant Pandya, the Company Secretary and Compliance
Officer of the Company is designated as the Nodal Officer
under the provisions of IEPF. His contact details can be
accessed on the website of the Company at https://jmfl.com/
shareholder-corner/contact-details.

Particulars of contracts or arrangements with
related parties

In accordance with the SEBI Listing Regulations, the
Company has adopted a Policy on Dealing with Related Party
Transactions, which is available on its website at https://jmfl.
com/investor-relations/Policy on Dealing with Related
Party Transactions.pdf. The audit committee annually reviews
this Policy to ensure its effectiveness.

All the related party transactions were placed before the audit
committee for its review on a quarterly basis. An omnibus
approval of the audit committee had been obtained for the
related party transactions which were repetitive in nature.
Further, as per applicable provisions of the SEBI Listing
Regulations, necessary approvals of the Members of the
Company are also sought for the material related party
transactions proposed to be entered with the related parties.

The particulars of material contracts or arrangements with
related parties which fall within the purview of Section 188(1)
of the Act, are mentioned in Form AOC - 2 appended to this
Report as Annexure IV.

The related party transactions as required under Ind AS - 24
are reported in note 37 of notes to the Standalone Financial
Statements and note 42 of notes to the Consolidated Financial
Statements of the Company.

The Company in terms of Regulation 23 of the SEBI Listing
Regulations, submits the disclosures of related party
transactions on a consolidated basis to the stock exchanges
within the stipulated time. The said disclosures are available
on the website of the Company at https://jmfl.com/investor-
relation/Disclosures-of-related-party-transactions.html.

Annual Return

In compliance with Section 134(3)(a) and 92(3) of the
Act, the Annual Return of the Company for the financia
year 2024-25 is available on the Company’s website at https:/,
jmfl.com/investor-relation/agm-egm.html.

Conservation of energy, technology absorption
foreign exchange earnings and outgo

The operations of the Company are not energy intensive noi
do they require adoption of specific technology and hence
information in terms of Section 134(3)(m) of the Act read with
the Companies (Accounts) Rules, 2014 is not applicable to the
Company. The Company has, however, implemented various
energy conservation measures across all its functions which
are highlighted in the BRSR forming part of this Report.

During the financial year 2024-25, the total foreign exchange
earnings of the Company were H 19.09 crore and the tota
foreign exchange outgo was H 1.07 crore.

The details of the transactions in foreign exchange are
provided in notes 40 and 41 of notes to the Standalone
Financial Statements.

Vigil Mechanism/Whistle Blower Policy

The Company has adopted ‘Whistle Blower Policy’ foi
directors, employees or any other person who avails the
mechanism framed under this policy to report concerns abou
unethical behaviour. The Policy provides a mechanism, which
ensures adequate safeguards to such persons from any
victimisation on raising concerns of any violations of legal o
regulatory requirements, incorrect or misrepresentation of any
financial statements and reports, and so on. The concerned
persons (Whistle Blowers) also have direct access to the
chairman of the audit committee.

Details of vigil/whistle blower mechanism are included in the
Report on Corporate Governance, forming part of this Report
The Policy is available on the website of the Company a
https://imfl.com/investor-relations/Whistle Blower Policv.pdf

In addition to above, during the year, the Company has alsc
obtained annual affirmation from its employees stating tha
they have read and understood the policy of the said Company

During the financial year 2024-25, no complaints under this
mechanism have been reported.

Maintenance of cost records

The maintenance of cost records as specified under Section
148 of the Act is not applicable to the Company.

Policy for prevention, prohibition and redressal of
sexual harassment of women at workplace

The Company has zero tolerance for sexual harassment
at the workplace and has a policy in place and constituted
Internal Committee to deal with complaints relating to
sexual harassment at workplace in compliance with the
Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 (“POSH”) and rules
made thereunder. All employees (permanent, contractual,
temporary and trainees) are covered under this Policy. The
Policy has been widely communicated internally and is placed
on the Company’s intranet portal. The quarterly report on the
complaints, if any, is placed before the Board for its review.

To ensure that all the employees are sensitised regarding
issues of sexual harassment, the Company conducts an
online POSH Training through the internal e-learning platform
and knowledge community sessions.

During the financial year 2024-25, no complaints were received
from any of the employees of the Company, under this Policy.

Certificate from the Managing Directors and Chief
Financial Officer

The certificate received from Mr. Vishal Kampani, Vice Chairman
and Managing Director, Mr. Adi Patel, Managing Director
and Mr. Nishit Shah, Chief Financial Officer with respect to
the financial statements and other matters as required under
Part B of Schedule II to the SEBI Listing Regulations forms
part of the Report on Corporate Governance, forming part
of this Report.

Other Disclosures

The Company has not issued equity shares with differential
rights as to dividend, voting or otherwise. Additionally,
the Company has not issued any sweat equity shares
during the year.

Further, the Company has no pending or ongoing proceedings
under the Insolvency and Bankruptcy Code, 2016 and has
not entered into any one-time settlement with any Bank or
Financial Institution.

The Board also takes this opportunity to place on record
its deep appreciation for the dedication, commitment and
exemplary efforts of the employees at all levels, whose
valuable contribution and dedication continue to drive the
Company’s success.

For and on behalf of the Board of Directors
Nimesh Kampani

Place: Mumbai Chairman

Date: May 12, 2025 DIN: 00009071