JM Financial Ltd

To the

Members of JM Financial Limited

The Board of Directors (the "Board") is pleased to present the Fortieth Annual Report of JM Financial Limited (the "Company") along with the audited financial statements for the financial year ended March 31, 2025.

The standalone and consolidated financial statements of the Company are prepared in accordance with the applicable provisions of the Companies Act, 2013 (the "Act") including Indian Accounting Standards ("Ind AS") as specified in Section 133 of the Act, read with Companies (Indian Accounting Standards) Rules, 2015 and amendments thereof. The standalone and consolidated financial highlights of the Company for the financial year ended March 31, 2025 are summarised below for the ease of reference for the Members.

H ( in crore)

The following appropriations have been made from the available profits of the Company for the financial year ended March 31, 2025.

(H in crore)

* Attributable to Owners of the Company.

For detailed analysis on financial and business performance of the Company, please refer to Management Discussion and Analysis Report forming part of this Report.

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.

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.

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

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://jmfl.com/investor-relations/Policy_for_ Dividend_Distribution.pdf.

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.

Duringtheyearunderreview,theNominationandRemuneration 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.

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

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.

JM Financial Trustee Company Private Limited

Astute Investments

ARB Maestro

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.

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

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.

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.

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(1A) 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.

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)

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.

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.

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.

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 t he Directors'.

Both these policies are available on the website of the Company at https://jmfl.com/investor-relations/Policy_on_ Selection_and_Appointment_of_Directors.pdf and https://jmfl. com/investor-relations/Policy_on_Performance_Evaluation_ and_Remuneration_offithe_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.

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.

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.

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.

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.

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.

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.

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.

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://jmfl.com/investor-relations/CSR_Policy.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 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.

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.

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.

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.

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.

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.

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 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.

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.

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.

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.

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.

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.

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.

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

The operations of the Company are not energy intensive nor 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 total 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.

The Company has adopted ‘Whistle Blower Policy' for directors, employees or any other person who avails the mechanism framed under this policy to report concerns about 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 or 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 at https://jmfl.com/investor-relations/Whistle_Blower_Policy.pdf.

In addition to above, during the year, the Company has also obtained annual affirmation from its employees stating that 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.

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

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.

ThecertificatereceivedfromMr.VishalKampani,ViceChairman 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.

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 members express their sincere gratitude to the Securities and Exchange Board of India, Reserve Bank of India, Ministry of Corporate Affairs, Registrar of Companies, National Housing Bank, Real Estate Regulatory Authority, Competition Commission of India, Registrar and Transfer Agent, Stock Exchanges, Commodity Exchanges, National Securities Depository Limited, Central Depository Services (India) Limited, Credit Rating Agencies, Auditors, customers, vendors, investors, banks, financial institutions, business associates, shareholders and all other stakeholders for their unwavering support and co-operation.

The Board also acknowledges the valuable support and co-operation extended by the Government of India, State Governments, Overseas Regulatory Authorities and their agencies.

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.