2.14 Provisions, contingent liabilities and contingent assets
Provisions
Provisions are recognised only when:
• Company has a present obligation (legal or
constructive) as a result of a past event; and
• it is probable that an outflow of resources embodying
economic benefits will be required to settle the
obligation; and
• a reliable estimate can be made of the amount
of the obligation
These are reviewed at each balance sheet date and
adjusted to reflect the current best estimates.
Provisions are determined by discounting the expected
future cash flows at a pre-tax rate that reflects current
market assessments of the time value of money and the
risks specific to the liability. The unwinding of the discount
is recognised as finance cost. A provision for onerous
contracts is measured at the present value of the lower of the
expected cost of terminating the contract and the expected
net cost of continuing with the contract. Before a provision is
established, the Company recognises any impairment loss
on the assets associated with that contract.
Contingent liability
Contingent liability is a possible obligation arising from
past events and whose existence will be confirmed only
by the occurrence or non-occurrence of one or more
uncertain future events not wholly within the control of the
entity or a present obligation that arises from past events
but is not recognized because it is not probable that an
outflow of resources embodying economic benefits will
be required to settle the obligation or the amount of the
obligation cannot be measured with sufficient reliability.
The Company does not recognize a contingent liability
but discloses its existence in the financial statements.
Contingent Assets
Contingent assets are asset is not recognised in the
financial statements since this may result in the recognition
of income that may never be realised. However, when
the realisation of income is virtually certain, then the
related asset is not a contingent asset and is recognized.
Provisions, contingent liabilities and contingent assets
are reviewed at each Balance Sheet date.
>.15 Commitments
Commitments are future liabilities for contractual
expenditure, classified and disclosed as follows:
i. estimated amount of contracts remaining to be
executed on capital account and not provided for;
ii. uncalled liability on shares and other
investments partly paid;
iii. other non-cancellable commitments, if any, to the
extent they are considered material and relevant in
the opinion of management.
iv. Other commitments related to sales/procurements
made in the normal course of business are not
disclosed to avoid excessive details.
v. Commitments under Loan agreement to
disburse Loans, if any
2.16 Statement of Cash Flows
Statement of Cash Flows is prepared segregating the cash
flows into operating, investing and financing activities.
Cash flow from operating activities is reported using
indirect method adjusting the net profit for the effects of:
i. changes during the period in inventories and
operating receivables and payables transactions of
a non-cash nature;
ii. non-cash items such as depreciation, provisions,
deferred taxes, unrealised foreign currency gains
and losses, and undistributed profits of associates
and joint ventures; and
iii. all other items for which the cash effects are
investing or financing cash flows.
Cash and cash equivalents (including bank balances) shown
in the Statement of Cash Flows exclude items which are not
available for general use as on the date of Balance Sheet.
2.17 Cash and Cash Equivalents
Cash and cash equivalent in the balance sheet comprise
cash at banks and on hand and short-term deposits with
an original maturity of three months or less, which are
subject to an insignificant risk of changes in value.
For the purpose of the statement of cash flows, cash and
cash equivalents consist of cash and short term deposits.
2.18 Earnings Per Share
Basic Earnings Per Share
Basic earnings per share is calculated by dividing the
net profit or loss (before Other Comprehensive Income)
for the year attributable to equity shareholders (after
deducting attributable taxes) by the weighted average
number of equity shares outstanding during the year.
Diluted Earnings Per Share
For the purpose of calculating diluted earnings per
share, the net profit or loss (before Other Comprehensive
Income) for the year attributable to equity shareholders
and the weighted average number of shares outstanding
during the year are adjusted for the effects of all dilutive
potential equity shares.
2.19 Dividend on Ordinary Shares
The Company recognises a liability to make cash to equity
holders of the Company when the dividend is authorised
and the distribution is no longer at the discretion of the
Company. As per the corporate laws in India, an interim
dividend is authorised when it is approved by the Board
of Directors and final dividend is authorised when it is
approved by the shareholders. A corresponding amount
is recognised directly in equity.
2.20 Recent Pronouncements:
Ministry of Corporate Affairs (“MCA”) notifies new
standards or amendments to the existing standards
under Companies (Indian Accounting Standards) Rules
as issued from time to time. For the year ended March
31, 2025, MCA has notified Ind AS - 117 Insurance
Contracts and amendments to Ind AS 116 - Leases,
relating to sale and leaseback transactions, applicable
w.e.f. April 1, 2024. The Company has reviewed the
new pronouncements and based on its evaluation has
determined that it does not have any significant impact
in its financial statements.
3 Significant accounting judgements and key
sources of estimation uncertainties
The preparation of financial statements in conformity
with Ind AS requires the company’s management to
make judgements, estimates and assumptions about the
carrying amounts of assets and liabilities recognised in
the financial statements that are not readily apparent from
other sources. The judgements, estimates and associated
assumptions are based on historical experience and
other factors including estimation of effects of uncertain
future events that are considered to be relevant. Actual
results may differ from these estimates.
The estimates and the underlying assumptions are
reviewed on an ongoing basis. Revisions to accounting
estimates (accounted on a prospective basis) and
recognized in the period in which the estimates is revised
if the revision affects only that period, or in the period
of the revision and future periods of the revision affects
both current and future periods.
The followings are the critical judgements and
estimations that have been made by the management
in the process of applying the company’s accounting
policies and that have the most significant effect on
the amounts recognized in the financial statements and
/ or key source of estimation uncertainty at the end of
the reporting period that may have a significant risk of
causing a material adjustments to the carrying amounts
of assets and liabilities within the next financial year.
Fair value measurement and valuation processes
Some of the Company’s assets are measured at fair
value for financial reporting purposes. The Management
determines the appropriate valuation techniques and
inputs for fair value measurements. In estimating the fair
value of an asset, the company used market observable
data to the extent it is available information about the
valuation techniques and inputs used in determining the
fair value of various assets are disclosed in note 39.
Revenue
Revenue from investment banking services (mainly
includes lead manager’s fee, selling commission,
underwriting commission, fees for mergers, acquisitions
and advisory assignments and arranger’s fees for
mobilising debt funds) is recognised when the services
for the transaction are determined to be completed or
when specific obligation are determined to be fulfilled as
set forth under the terms of the engagement. The variety
and number of the obligations within the contracts can
make it complex and requires management judgements
to determine completion of the performance condition
associated with the revenue.
Taxation
Tax expense is calculated using applicable tax rate and
laws that have been enacted or substantially enacted. In
arriving at taxable profits and all tax bases of assets and
liabilities the company determines the taxability based on
tax enactments, relevant judicial pronouncements and
tax expert opinions, and makes appropriate provisions
which includes an estimation of the likely outcome of
any open tax assessments / litigations. Any difference is
recognized on closure of assessment or in the period in
which they are agreed.
Deferred tax is recorded on temporary differences
between the tax bases of assets and liabilities and their
carrying amounts, at the rates that have been enacted or
substantively enacted at the reporting date. The ultimate
realisation of deferred tax assets is dependent upon the
generation of future taxable profits during the periods in
which those temporary differences become deductible.
The Company considers the expected reversal of
deferred tax liabilities and projected future taxable
income in making this assessment. The amount of the
deferred tax assets considered realisable, however, could
be reduced in the near term if estimates of future taxable
income during the carry-forward period are reduced.
The Company, during the year ended March 31,2025, has:
a) Acquired 13,84,087 equity shares representing 48.96% of the equity share capital of JM Financial Credit Solutions Limited
(“JMFCSL”) from INH Mauritius 1 (the “INH”) for a total consideration of H 1,460 crore. Additionally, the Company also acquired
38,955 equity shares representing 1.38% of the equity share capital of JMFCSL for a total consideration of H 41 crore from Aparna
Aiyar Family Trust.
b) i] Acquired 35,73,66,435 equity shares of JM Financial Asset Reconstruction Company Limited (“JMFARC”) by way of
Subscription to Rights issue of equity shares for a consideration of H 536 crore. The shareholding in JMFARC increased
to 71.79% consequent upon subscription by the Company.
ii] Sold 57,09,32,034 equity shares, representing 71.79% of the equity share capital of JMFARC to JMFCSL for a total
consideration of H856 crore.
c) The Company has subscribed to 2,82,59,725 out of the total of 4,74,61,475 equity shares issued by JM Financial Asset
Management Limited (“JMFAMC”) on rights basis for a consideration of H 30 crore. The issuance is being done under a
partly paid structure with the first call aggregating 50% of the total issuance size.
20.1 Share application money pending allotment represents equity shares to be issued pursuant to Employee Stock Option Scheme.
20.2 Capital reserve and capital redemption reserves represents reserves created pursuant to the business combination
up to year end.
20.3 Securities premium reserve represents premium received on equity shares issued, which can be utilised only in accordance
with the provisions of the Companies Act, 2013 for specified purposes.
20.4 General reserve is created from time to time by transferring profits from retained earnings and can be utilised for purposes
such as dividend payout, bonus issue, etc.
20.5 Statutory reserve is the reserve created by transferring the sum not less than 20% of its net profit after tax in terms of
Section 45-IC of The Reserve Bank of India Act, 1934.
20.6 Stock option outstanding relates to the stock options granted by the Company to employees under an Employee Stock
options Plan (refer note 31)
20.7 Retained earnings represents profits that the company earned till date, less any transfers to General Reserve, Statutory
Reserves, Dividends and other distributions paid to the shareholders.
31 EMPLOYEE STOCK OPTION SCHEME (ESOS)
The Employee Stock Option Scheme (‘the Scheme’) provides for grant of stock options to the eligible employees and/or directors
(“the Employees”) of the Company and/or its subsidiaries. The Stock Options are granted at an exercise price, which is either
equal to the fair market price or at a premium, or at a discount to market price as may be determined by the Nomination and
Remuneration Committee of the Board of the Company.
During the financial year 2024-25, the Nomination and Remuneration Committee has granted 12,90,000 options (previous year
- 2,19,999 options) to the Employees, that will vest in a graded manner and which can be exercised within a specified period.
Details of options granted are as follows:
36 Employee Benefits
Defined contribution plans
The Company operates defined contribution plan (Provident fund) for all qualifying employees of the Company. The employees of
the Company are members of a retirement contribution plan operated by the government. The Company is required to contribute
a specified percentage of payroll cost to the retirement contribution scheme to fund the benefits. The only obligation of the
Company with respect to the plan is to make the specified contributions.
The Company’s contribution to Provident Fund & other funds aggregating H 8.11 crore (Previous year H 5.13 crore) has been
recognised in the Statement of Profit and Loss under the head Employee Benefits Expense.
Defined benefit obligation
The Company’s liabilities under the Payment of Gratuity Act,1972 are determined on the basis of actuarial valuation made at the
end of each financial year using the projected unit credit method.
The plan is of a final salary defined benefit in nature which is sponsored by the Company and hence it underwrites all the risks
pertaining to the plan. The actuarial risks associated are:
Interest Rate Risk:
The risk of government security yields falling due to which the corresponding discount rate used for valuing liabilities falls. Such
a fall in discount rate will result in a larger value placed on the future benefit cash flows whilst computing the liability and thereby
requiring higher accounting provisioning.
Longevity Risks:
Longevity risks arises when the quantum of benefits payable under the plan is based on how long the employee lives post
cessation of service with the company. The gratuity plan provides the benefit in a lump sum form and since the benefit is not
payable as an annuity for the rest of the lives of the employees, there is no longevity risks.
39 Financial Instruments
a) Capital Management
For the purpose of the Company's capital management, capital includes issued capital and other equity reserves attributable
to the equity shareholders of the Company. The primary objective of the company, when managing capital, is to safeguard
its ability to continue as a going concern and to maintain an optimal capital structure, so as to maximize shareholders’
value. As at March 31, 2025, the Company has only one class of equity shares and has low debt. Consequent to such
capital structure, there are no externally imposed capital requirements. In order to maintain or achieve an optimal capital
structure, the Company allocates its capital for distribution as dividend or reinvestments into business based on its long
term financial plans.
The Company monitors capital structure on the basis of total debt to equity and maturity profile of overall debt portfolio
of the Company.
Notes:
Level 1: Fair Value measurements are based on quoted prices. This includes listed equity instruments and mutual funds
that have quoted price. The fair value of equity are traded in the stock exchanges is valued using the closing price as
at the reporting period. The mutual funds are valued using the closing NAV.
Level 2: These includes instruments which does not have an active market hence the fair value is determined using
observable market data such as latest declared NAV/ recent market deals.
Level 3: Fair value measurements are those derived from valuation techniques that include inputs for the asset or
liability that are not based on observable market data (unobservable inputs).
Impact on observable and unobservable inputs:
Impact of illiquidity, volatility and Covid-19 pandemic have been considered on the observable and unobservable
inputs used for the purpose of valuation.
Further, necessary adjustments have been made to the timing of cash flows and values of collaterals to be realized for
the purpose of determination of the fair values of financial assets carried at FVTPL.
(ii) Financial instruments measured at amortised cost:
The carrying amount of financial assets and liabilities measured at amortised cost are reasonable approximation of
their fair values. Carrying amounts of cash and cash equivalents, trade receivables, trade payables as at March 31,
2025 approximate the fair value because of their short-term nature. Difference between carrying amounts and fair
values of other financials assets and financial liabilities is not significant in each of the years presented.
d) Financial risk management
The Company has exposure to the following risks arising from financial instruments:
• Credit risk;
• Liquidity risk; and
• Market risk (including currency risk and interest rate risk)
Risk management framework
Risk management forms an integral part of the business. As a financial institution, the Company is exposed to several risks
including market risk, credit risk and liquidity risk. The Company has established a risk management and audit framework
to identify, assess, monitor and manage these risks. This framework is driven by the Board through the Audit Committee,
Risk Management Committee and the Asset Liability Management Committee. Risk Management Committee inter alia is
responsible for identifying, reviewing, monitoring and taking measures for risk profile and for risk measurement system
of the Company.
i) Credit risk
Credit Risk refers to risk that a counter party will default on its contractual obligations resulting in financial loss to the
Company. Credit risk arises primarily from financial assets such as trade receivables, investments, other balances with
banks, loans and other receivables.
The Company has adopted a Policy of dealing with counter parties that have sufficiently high credit rating. The
Company’s exposure and credit ratings of its counter parties are continuously monitored.
Credit risk arising from trade receivables are reviewed periodically and based on past experience and history.
Management is confident of recovering all the dues. Credit risk arises from Investments and other balances with banks
is limited and there is no collateral held against these became the counter parties are bank and recognised financial
institutions with high credit ratings assigned by the credit rating agencies.
The key elements in calculation of ECL are as follows:
PD - The Probability of Default is an estimate of the likelihood of default over a given time horizon. A default may only
happen at a certain time over the assessed period, if the facility has not been previously derecognised and is still in the
portfolio. The PD has been determined based on comparative external ratings.
EAD - The Exposure at Default is an estimate of the exposure at a reporting date. It shall include outstanding loan
amount, accrued interest and expected drawdowns on non-discretionary loan commitments.
LGD - The Loss Given Default is an estimate of the loss arising in the case where a default occurs at a given time.
It is based on the difference between the contractual cash flows due and those that the lender would expect to
receive, including from the realisation of any collateral. It is usually expressed as a percentage of the EAD. The LGD is
determined based on valuation of collaterals and other relevant factors.
The table below shows the credit quality and the exposure to credit risk of loans based on the year-end stage
classification. The amounts presented are gross of impairment allowances.
ii) Liquidity risk
Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its
financial liabilities that are settled by delivering cash or another financial asset. Liquidity may be affected due to severe
liquidity crunch in the market or due to market disruptions where the Company is unable to access public funds. The
Company’s exposure to liquidity risk arises primarily from mismatch of maturities of financial assets and liabilities.
However the Company believes that it has a strong financial position and business is adequately capitalized, have
good credit rating and appropriate credit lines available to address liquidity risks.
The Company attempts to minimize this risk through a mix of strategies such as short-term funding. The Company also
monitors liquidity risk through adequate bank sanction limits at the beginning of each fiscal. Monitoring liquidity risk
involves categorizing all assets and liabilities into different maturity profiles and evaluating them for any mismatches in
any particular maturities, particularly in the short-term.
46 The Board of Directors of the Company has recommended a dividend of H 2.70 per equity share of the face value of H 1/-
each for the year ended March 31,2025 (Previous Year: H 2.00 per equity share). The said dividend will be paid, if approved
by the shareholders at the Fortieth Annual General Meeting.
47 ADDITIONAL DISCLOSURES:
a) Wilful Defaulter
The Company has not been declared wilful defaulter by any bank or financial institutions or government or any
government authority.
b) Relationship with struck off Companies
The Company does not have any transactions with companies struck off under section 248 of the Companies Act, 2013 or
section 560 of Companies Act, 1956.
c) Details of benami property held
No proceedings have been initiated on or are pending against the Company for holding benami property under the Benami
Transactions (Prohibition) Act, 1988 (45 of 1988) and Rules made thereunder.
d) Compliance with number of layers of companies
The Company has complied with the requirements of the number of layers prescribed under clause (87) of section 2 of the
Companies Act, 2013 read with Companies (Restriction on number of Layers) Rules, 2017.
e) Compliance with approved scheme(s) of arrangements
The Company has not entered into any scheme of arrangement which has an accounting impact on current or previous
financial year. However, the Company has entered into a Business Transfer Agreement as mentioned in note 48.
f) Utilisation of Borrowed funds and Share premium
(A) During the year, the Company has not advanced or loaned or invested funds (either borrowed funds or share premium
or any other sources or kind of funds) to any other person(s) or entity(ies), including foreign entities (Intermediaries) with
the understanding (whether recorded in writing or otherwise) that the Intermediary shall:
(i) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf
of the company (Ultimate Beneficiaries); or
(ii) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.
(B) During the year, the Company has not received any fund from any person(s) or entity(ies), including foreign entities
(Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:
(i) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf
of the Funding Party (Ultimate Beneficiaries); or
(ii) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.
g) Undisclosed Income
There is no income surrendered or disclosed as income during the current or previous year in the tax assessments under
the Income Tax Act, 1961, that has not been recorded in the books of account.
k) In accordance with the proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014, the Company has maintained its
books of account using accounting software that incorporates a feature of recording an audit trail (edit log) of each and every
transaction. The audit trail functionality has been operated consistently throughout the financial year for all transactions
recorded in the software and has also been enabled at the database level to capture direct modifications impacting the
books of account. The audit trail has been maintained without any tampering and preserved by the Company in compliance
with the applicable statutory requirements for record retention.
l) Refund order under the Income Tax Act, 1961
During the year ended March 31, 2025, the Company has received a refund order from the Deputy Commissioner of
Income Tax, Government of India under Section 254 read with Section 143(3) of the Income-tax Act, 1961 in respect of the
assessment year 2008-09. Pursuant to this order, the Company is entitled to receive a total refund of ~H 230 Crore (including
interest) and will give effect thereof upon receipt during the appropriate future period.
48 During the year ended March 31, 2025, the Board at its meeting held on March 17, 2025, has approved the transfer of
the Private Wealth Business to JM Financial Services Limited (the “JMFSL”), a wholly-owned subsidiary of the Company
through a slump sale on a going concern basis. The said transfer is expected to strengthen the overall product offering
under a unified leadership structure, foster synergies, bring operational efficiency and provide a strategic direction to the
combined wealth management services business.
In order to effect the above transaction, the Company has entered into Business Transfer Agreement (“BTA”) with JMFSL on
May 12, 2025, for which the effective date of transfer is April 1,2025. The consideration for the said transfer stood at H 8.45
crore, being the net book value of the Private Wealth Business as at March 31,2025, after adjusting for the change in the
working capital, based on the report of an external valuer. As the effective date of transfer is April 1, 2025, the associated
assets and liabilities of the Private Wealth Business are presented as “Held for sale” in the Standalone Balance Sheet as at
March 31,2025.
49 Subsequent to the interim ex-parte order (“Interim Order”) dated March 7, 2024 which was reported during the year ended
March 31,2024, the Securities and Exchange Board of India (the “SEBI”) had issued a confirmatory order dated June 20,
2024 (the “Order”), whereby SEBI, in line with the voluntarily undertakings of the Company, had directed the Company to
not accept any new mandate as lead manager in public issue of debt securities up to March 31,2025 or till such further date
as may be specified by SEBI. The Order also clarified that the directions contained in it are limited to the Company’s role as
a lead manager to public issue of debt securities and does not relate to other activities of the Company, including acting as
a lead manager to public issue of equity instruments.
The aforesaid matter is pending as of date, the impact of the above matter cannot be determined with reasonable certainty
and shall be assessed based on the outcome thereof in the appropriate future period.
50 During the year ended March 31, 2024, JMFARC had recognized fair value loss and had made impairment provision
aggregating H 846.86 crore on its investment in multiple trusts and also loans related to one large account/exposure due to
change in the resolution strategy/plan. Considering the materiality and impact of the fair value loss and impairment provision
on the financial performance of JMFARC, the same was treated as an exceptional item in the consolidated statement of
profit and loss of the Company for the year ended March 31,2024.
Consequent to the above, the net worth of JMFARC had reduced as on March 31,2024 and accordingly, the Company had
taken impairment provision amounting to H 88.38 crore on its investments in JMFARC in the standalone statement of profit
and loss for the year ended March 31,2024.
During the year ended March 31, 2025, the Company sold its entire holding of 57,09,32,034 equity shares, representing
71.79% of the equity share capital of JMFARC for a total consideration of H 856 crore and recognised net loss on sale of
investment in subsidiary of H 87.34 crore and reversed the impairment provision of H 88.38 crore in the standalone statement
of profit and loss for the year ended March 31,2025. This has resulted in net positive impact of H 1.04 crore.
51 The Financial Statements are approved by the Board of Directors at its meeting held on May 12, 2025.
In terms of our report of even date attached
For and on behalf of For and on behalf of the Board of Directors
KKC & Associates LLP
Chartered Accountants
(formerly Khimji Kunverji & Co LLP)
Firm’s Registration No. 105146W/W100621
Hasmukh B Dedhia Nimesh Kampani Vishal Kampani Adi Patel
Partner Chairman Vice Chairman and Managing Director
ICAI Membership No. 033494 Managing Director
DIN - 00009071 DIN - 00009079 DIN - 02307863
Place: Mumbai Nishit Shah Hemant Pandya
Date : May 12, 2025 Chief Financial Officer Company Secretary
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