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Directors Report of JM Financial Ltd.

Mar 31, 2023

The Board of Directors (the âBoardâ) is pleased to present the 38^th Annual Report of the Company along with the audited standalone and consolidated financial statements for the financial year ended March 31,2023.

Financial Performance

The Companyâs standalone and consolidated financial performance for the year ended March 31,2023 is summarised below.

(Rs. in Crore)
Particulars	Consolidated		Standalone
	FY 2022-23	FY 2021-22	FY 2022-23	FY 2021-22
Gross income	3,343.07	3,763.28	488.56	619.63
Profit before depreciation, amortisation expense, finance costs and tax expenses (EBITDA)	2,172.99	2,467.55	329.45	433.35
Less: Depreciation and amortisation expense	41.87	37.78	10.03	10.69
Finance costs	1,178.51	1,081.73	6.13	6.76
Profit before tax	952.61	1,348.04	313.29	415.90
Current tax	243.54	415.46	40.15	77.50
Deferred tax	0.61	(60.24)	1.29	10.62
Tax adjustments of earlier years (net)	(0.30)	0.45	(1.22)	-
Net Profit after tax but before share in profit of associate	708.76	992.37	273.07	327.78
Add: Share in profit of associate	0.23	0.02	-	-
Net Profit after tax and share in profit of associate	708.99	992.39	273.07	327.78
Other Comprehensive Income	10.58	4.27	(0.13)	0.08
Total Comprehensive Income	719.57	996.66	272.94	327.86
Net Profit Attributable to
Owners of the Company	597.29	773.16	-	-
Non-Controlling Interests	111.70	219.23	-	-
Total Comprehensive Income Attributable to
Owners of the Company	607.91	777.50	-	-
Non-Controlling Interests	111.66	219.16	-	-

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

Appropriations

The following appropriations have been made from the available profits of the Company for the financial year ended March 31,2023.

('' in Crore)
Particulars	Consolidated		Standalone
	FY 2022-23	FY2021-22	FY 2022-23	FY 2021-22
Net Profit	597.29	773.16	273.07	327.78
Add/(less): Other Comprehensive Income	(0.37)	0.68	(0.13)	0.08
Add: Balance profit brought forward from previous year	3,897.87	3,400.28	1,316.81	1,084.29
Profit available for appropriations	4,494.79	4,174.12	1,589.75	1,412.15
Less: Appropriations
Final Dividend pertaining to the previous year paid during the year	109.75	47.64	109.75	47.64
Interim Dividend paid during the year	85.93	47.70	85.93	47.70
Transfer to Statutory reserve - I	136.15	86.37	-	-
Transfer to Statutory reserve - II	5.85	0.87	-	-
Transfer to Impairment reserve	19.09	93.67	-	-
Surplus carried to balance sheet	4,138.02	3,897.87	1,394.07	1,316.81

The standalone and consolidated financial statements for the financial year ended March 31, 2023 have been prepared in accordance with Section 133 of the Companies Act, 2013 (the âActâ) read with the rules made thereunder and in accordance with the Indian Accounting Standards (âInd ASâ).

Key highlights of Consolidated Financial Performance

> Gross income decreased by 11.2% to '' 3,343.07 Crore as compared to '' 3,763.28 Crore in the financial year 2021-22;

> Profit before tax for the year decreased by 29.3% to '' 952.61 Crore as compared to '' 1,348.04 Crore in the financial year 2021-22;

> Profit after tax (post non-controlling interest) for the year decreased by 22.7% to '' 597.29 Crore as compared to '' 773.16 Crore in the financial year 2021-22; and

> The lower income and corresponding decrease in the profit after tax (post non-controlling interest) for the year is primarily attributable to significant decline in the performance of Alternative and Distressed Credit Business and Asset Management, Wealth Management & Securities Business (Platform AWS) segment during the year.

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

> Gross income reported by the Company was '' 488.56 Crore for the year ended March 31, 2023 as against '' 619.63 Crore in the previous year, registering a decrease of 21.2%;

> Net profit of the Company was '' 273.07 Crore for the year ended March 31, 2023 as compared to the net profit of '' 327.78 Crore in the previous year, registering a decrease of 16.7%; and

> The lower income and corresponding decrease in the net profit is attributable to decrease in the fee income from '' 349.01 Crore in the previous year to '' 193.99 Crore

in the year under review due to lower deal closures in investment banking business. The said decrease was partially off-set by increase in dividend income from subsidiaries which stood at '' 140.22 Crore in the year under review as compared to '' 46.14 Crore in the previous year.

The standalone and consolidated financial statements, together with the relevant documents and audited financial statements for each of its subsidiaries, pursuant to Section 136 of the Act, are available on the website of the Company at https://imfi.com/investor-relation/financial-results.html.

General Reserve

During the financial year, there was no amount proposed to be transferred to the general reserve on a standalone basis.

Scheme of Arrangement

During the year, a Scheme of Arrangement was filed with the National Company Law Tribunal (âNCLTâ) for demerger of the undertaking (the âSchemeâ) comprising Private Wealth and Portfolio Management Services (the âPMSâ) along with the investment in JM Financial Institutional Securities Limited (which houses the institutional equities business) from its wholly owned subsidiary, JM Financial Services Limited to the Company. The Scheme also comprises merger of JM Financial Capital Limited, which is a wholly owned subsidiary of JM Financial Services Limited, into JM Financial Services Limited. The Company has received the NCLT order approving the Scheme on April 20, 2023 with the appointed date April 1, 2023. The Scheme shall become effective upon filing of certified copy of the NCLT order with Registrar of Companies (the âROCâ).

Once the Scheme becomes effective, the following changes shall take place:

- JM Financial Capital Limited will cease to be a step-down subsidiary of the Company consequent upon its merger with JM Financial Services Limited;

- JM Financial Institutional Securities Limited will become a direct wholly owned subsidiary of the Company; and

- the Private Wealth and PMS divisions shall become part of the Company and be classified under the Investment Bank segment from the Platform AWS segment.

Dividend

The Board at its meeting held on May 9, 2023, recommended payment of the final dividend of '' 0.90 per equity share of the face value of '' 1/- each (90% of face value) for the financial year 2022-23. The payment of the final dividend is subiect to the approval of the members at the ensuing Annual General Meeting (the âAGMâ) of the Company.

The Board at its meeting held on November 14, 2022, had also declared an interim dividend of '' 0.90 per equity share of the face value of '' 1/- each (90% of face value).

The total dividend for the financial year 2022-23, including the proposed final dividend, amounts to '' 1.80 per equity share of the face value of '' 1/- each (180% of face value). The final dividend (if approved by the members) along with the interim dividend would involve a total outflow of '' 171.86 Crore as compared to outflow of '' 157.45 Crore in the previous financial year. The dividend payout ratio works out to 28.77% of the consolidated net profit for the year which is in accordance with the Dividend Distribution Policy of the Company.

The amount of final dividend, on its declaration, will be paid to those members:

a. whose names appear in the statement of beneficial ownership furnished by National Securities Depository Limited and Central Depository Services (India) Limited at the close of the business hours on Friday, May 19, 2023 in respect of shares held by them in dematerialised form; and

b. whose names appear in the register of members at the close of business hours on Friday, May 19, 2023 in respect of shares held by them in physical form.

In view of the changes made under the Income Tax Act, 1961, by the Finance Act, 2020, dividends paid or distributed by the Company shall be taxable in the hands of the recipients. The Company shall, accordingly, make the payment of the final dividend after deduction of tax at source, as applicable.

The Dividend Distribution Policy of the Company, in terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the âSEBI Listing Regulationsâ) is available on the website of the Company at https://jmfi.com/ investor-relations/Policv for Dividend Distribution.pdf.

Share Capital

During the year under review, the Company issued and allotted 7,48,270 equity shares to its eligible employees under the Companyâs Employeesâ Stock Option Scheme - Series 8 to Series 13. As a result, the issued, subscribed and paid-up equity share capital of the Company increased from '' 95,40,55,533 (comprising 95,40,55,533 equity shares of the face value of '' 1/- each) to '' 95,48,03,803 (comprising 95,48,03,803 equity shares of the face value of ''1/- each). The equity shares issued under the Employeesâ Stock Option Scheme rank pari-passu with the existing equity shares of the Company.

Employeesâ Stock Option Scheme

During the year under review, the Company granted 11,90,779 stock options to the eligible employees of the Company and its subsidiaries under the Companyâs Employeesâ Stock Option Scheme (the âESOP Schemeâ) under Series 14, 15 and 16.

The ESOP Scheme is in compliance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (the âSEBI SBEB Regulationsâ) and SEBI Circulars, issued from time to time, in this regard. A certificate from the Secretarial Auditors of the Company, confirming that the Scheme has been implemented in accordance with the SEBI SBEB Regulations, would be placed at the ensuing AGM for inspection by the members through electronic means.

The disclosure of the ESOP Scheme, in compliance with the SEBI SBEB Regulations, is set out in Annexure A and also uploaded on the Companyâs website at https://imfi.com/ annual-report. Additionally, the relevant disclosures in terms of Ind AS 102 relating to share based payment, forms part of note 31 of the notes to the standalone financial statements and note 44 of the notes to the consolidated financial statements of the Company.

The Nomination and Remuneration committee (the âNRCâ) of the Board, at its meeting held on April 25, 2023, has granted an aggregate of 99,999 stock options to the eligible employees of Companyâs subsidiary as per the ESOP Scheme under Series 17.

Subsidiaries, Associate, Partnership Firm and Association of Persons

The Company has following subsidiaries (including step down subsidiaries), associate company, partnership firm and association of persons.

Subsidiary Companies (including step down subsidiaries)

1. JM Financial Institutional Securities Limited

2. JM Financial Services Limited

3. JM Financial Capital Limited

4. JM Financial Commtrade Limited

5. JM Financial Overseas Holdings Private Limited (Mauritius)

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

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

8. Infinite India Investment Management Limited

9. JM Financial Properties and Holdings Limited

10. CR Retail Malls (India) Limited

11. JM Financial Products Limited

12. JM Financial Credit Solutions Limited

13. JM Financial Home Loans Limited

14. JM Financial Asset Reconstruction Company Limited

15. JM Financial Asset Management Limited Associate

JM Financial Trustee Company Private Limited

Partnership Firm

Astute Investments

Association of Persons

ARB Maestro

A report on the performance and financial position of each of the subsidiaries and associate company is included in the consolidated financial statements and their contribution to the overall performance of the Company is provided in Form AOC-1 which forms part of this Annual Report.

The Companyâs policy for determining material subsidiary is available on its website at https://imfi.com/investor-relations/ Policy on Material Subsidiaries.pdf.

Awards and Recognition
The Asset Triple A Country Awards for Sustainable Finance 2022 (February 2023)	- JM Financial Limited awarded for the Best Corporate and Institutional Adviser, India. - JM Financial Limited awarded for the Best Equity Adviser, India.
BSE Awards, 2022 (October 2022)	The Bondskart platform has been recognised by BSE Limited as the Best Performer in Retail Trading in Corporate Bonds - Fintech Platforms. JM Financial Services Limited has been recognised by BSE Limited amongst: - Top 5 Performers in Primary Market Segment (Equity - Members); - Top 5 Performers in Primary Market Segment (UPI Bids - Members); - Top 5 Performers in Primary Market Segment (Debt - Members); and - Best Performers in Institutional Segment - Domestic.
The Great Place to Work Institute. India''s Great MidSizes Workplaces (June 2022)	JM Financial Home Loans Limited recognised third time in a row among âIndiaâs Top 50 Great Mid-Sized Workplaces 2022â.
Certifications
Great Place to Work-Certifiedâ¢ (February 2023 -February 2024)	JM Financial Group has been accredited as Great Place to Work-Certified^TM by the Great Place to Work Institute for the below five participating entities for the period February 2023 -February 2024. - JM Financial Limited (Institutional Securities Businesses); - JM Financial Services Limited; - JM Financial Products Limited (Dwello); - JM Financial Home Loans Limited; and - JM Financial Asset Management Limited.

Directors and Key Managerial Personnel

As on March 31,2023, the Board of the Company comprises ten (10) Directors viz., two (2) executive directors, two (2) nonexecutive directors and six (6) independent directors including two (2) women independent directors.

Appointment of Non-Executive Independent Director

During the year under review, the members of the Company at its meeting held on August 2, 2022, had approved the appointment of Mr. Sumit Bose (DIN: 03340616) as an independent director for a period of five (5) years with effect from May 24, 2022 to May 23, 2027, basis the recommendation made by the NRC and the Board.

Retirement by Rotation

In accordance with the applicable provisions of Section 152 of the Act, Mr. Vishal Kampani (DIN: 00009079), a non-executive director of the Company, being longest in office since his last appointment, retires by rotation at the forthcoming AGM of the Company. Being eligible, Mr. Kampani has offered himself for re-appointment as a director.

A resolution seeking his re-appointment along with the brief particulars as required under the Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India and Regulation 36 of the SEBI Listing Regulations forms part of the Notice convening the 38^th AGM of the Company.

None of the Directors is disqualified from being appointed as âDirectorâ, pursuant to Section 164 of the Act or under any other applicable laws. The Company has obtained a certificate from Makarand M Joshi & Co., Company Secretaries, that none of the directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as director of companies by the Securities and Exchange Board of India (the âSEBIâ)/Ministry of Corporate Affairs (the âMCAâ) or any such statutory authorities as on March 31, 2023. A copy of the said certificate is forming part of Corporate Governance Report, which forms part of this Report.

Cessation of Independent Directors

During the year under review, Mr. E A Kshirsagar (DIN: 00121824), Dr. Vijay Kelkar (DIN: 00011991), Mr. Paul Zuckerman (DIN: 00112255) and Mr. Keki Dadiseth (DIN: 00052165) ceased to be the independent directors of the Company with effect from close of business hours on July 2, 2022 upon completion of their second term pursuant

to Section 149(11) of the Act. With this, they also ceased to be chairmen/members of the respective committees of the Board on which they were serving as such.

The Board acknowledges the immense benefit derived by the Company from the expertise and valuable guidance of the above directors and places on record its deep appreciation for the thoroughness, dedication and commitment shown by them during their stint as independent directors of the Company.

Change in Key Managerial Personnel

Ms. Dimple Mehta (Membership No. F12560) has been appointed as the Company Secretary & Compliance Officer (for SEBI Listing Regulations) of the Company with effect from April 1, 2023 and the Key Managerial Personnel (the âKMPâ) within the meaning of Section 203 of the Act. Mr. Prashant Choksi ceased to be the KMP upon he relinquishing his executive role on surpassing his superannuation age with effect from the close of business hours on March 31, 2023. The Board places on record its appreciation for flawless work/ role played by Mr. Choksi during his association with the Company as such, including his swiftness in responding to the queries/requirements of the Board Members, past and present.

Other than above, there are no changes in the KMP of the Company. Mr. Atul Mehra, Mr. Adi Patel, Joint Managing Directors and Mr. Manish Sheth, Chief Financial Officer continue to be the KMPs within the meaning of Section 2(51) read with Section 203(1) of the Act.

Declaration by Independent Directors

The independent directors of the Company, pursuant to the provisions of Section 149 of the Act and SEBI Listing Regulations, have submitted their declaration confirming that each of them meets the criteria of independence as prescribed under the Act read with rules made thereunder and the SEBI Listing Regulations and that they continue to comply with the Code of Conduct laid down under Schedule IV to the Act. They have also 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. Further, 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 of the Company have confirmed that they have registered themselves with the databank maintained by the Indian Institute of Corporate Affairs.

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 2022-23, the independent directors had no pecuniary relationships or transactions with the Company, except as disclosed in the Corporate Governance Report which forms part of this Report.

The Company has adopted the Code of Conduct for its directors and senior management personnel (the âCode of Conductâ) in accordance with applicable provisions of the Act and the SEBI Listing Regulations. On an annual basis, all the Board Members and senior management personnel have affirmed compliance with the Code of Conduct.

Board Meetings

During the year under review, seven (7) meetings of the Board were held. The maximum interval between any two meetings did not exceed 120 days, as prescribed under the Act and the SEBI Listing Regulations. Detailed update on the Board, its composition, governance of committees, number of meetings held during the financial year 2022-23 and attendance of the Directors thereat, is provided in the Corporate Governance Report, which forms part of this Report.

Policies on Appointment of Directors and their Remuneration

The Board values the significance of diversity and firmly believes that diversity of gender, thought, experience and knowledge leads to sharper and balanced decision-making. The Company has an eminent, high-performing and diverse board comprising 20% Women Directors. In terms of the applicable provisions of Section 178(3) of the Act and Regulation 19(4) of the SEBI Listing Regulations, the Company has adopted the policies on âSelection and Appointment of Directorsâ and âPerformance Evaluation and Remuneration of the Directorsâ. Both these policies are available on the website of the Company at https://imfi.com/investor-relations/ Policy on Selection and Appointment of Directors.pdf and https://imfi.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 Corporate Governance Report which forms part of this Report.

Evaluation of Board of Directors

Pursuant to the applicable provisions of the Act and the SEBI Listing Regulations, the Board has carried out an annual evaluation of its own performance, the Board committees and individual directors. The evaluation was based on the criteria and questionnaire framed by the Company in accordance with its Policy on performance evaluation and remuneration of the Directors, which is available on the website of the Company and the Guidance Note on Board Evaluation issued by the SEBI vide its Circular dated January 5, 2017. The questionnaires were circulated online through the secured application and feedback received from the directors was discussed and reviewed by the NRC and the Board at their respective meetings.

The independent directors of the Company met separately at their meeting held on March 24, 2023, without the attendance of non-independent directors and members of the management. Based on the feedback received through performance evaluation questionnaires, the independent directors reviewed the following.

a) Performance of non-independent directors i.e., ioint managing directors, non-executive vice chairman of the Company and the Board as a whole;

b) Performance of the various committees of the Board;

c) Performance of the chairman of the Board/Company; and

d) Assessed the quality, quantity and timeliness of flow of information between the Companyâs management and the Board.

The independent directors expressed their satisfaction on the performance of the non-independent directors of the Company and the Board as a whole, for the financial year 2022-23 on the overall functioning of the Board committees.

The evaluation process endorsed the Board Membersâ confidence in the ethical standards of the Company, the cohesiveness that exists amongst them, the two-way candid communication between the Board and the management and the openness of the management in sharing strategic information to enable the Board Members to discharge their responsibilities effectively.

As an outcome of this exercise, the Board was of the view that it has optimum mix of executive, non-executive and independent directors and that the Board and its Committees work to its optimum levels and functions with independence, integrity and professionalism for the long-term benefits of all the stakeholders. The Board noted that Joint Managing Directors were discharging their duties admirably and the Chairman has demonstrated exemplary leadership qualities in handling the board matters and has been regarded as the sagacious leader who commanded well deserved respect.

There have been no material observations or suggestions, consequent to such evaluation/review.

Board Committees

In compliance with the statutory requirements, the Board has following Committees:

1. Audit Committee;

2. Nomination and Remuneration Committee;

3. Corporate Social Responsibility Committee;

4. Stakeholdersâ Relationship Committee;

5. Risk Management Committee; and

6. Allotment Committee

Detailed note on the composition of the Board and its committees, including its terms of reference and meetings held are provided in the Corporate Governance Report. The composition and terms of reference of the Committees of the Board of the Company is in line with the provisions of the Act and the SEBI Listing Regulations.

Directorsâ Responsibility Statement

Pursuant to Section 134(3)(c) read with Section 134(5) of the Act with respect to Directorsâ Responsibility Statement, the directors hereby 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 iudgements 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

the 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 year under review, the members of the Company had approved the appointment of B S R & Co. LLP, Chartered Accountants (Firm registration no. 101248W/W-100022), Mumbai as the Statutory Auditors of the Company, for a period of five (5) consecutive years from the conclusion of the 37^th AGM until the conclusion of the 42^nd AGM to be held in the financial year 2027-28.

Auditorâs Report

The Statutory Auditors have issued their unmodified opinion, both on standalone and consolidated financial statements, for the financial year ended March 31, 2023. They have not highlighted any qualifications, reservations, adverse remarks or disclaimers. The Statutory Auditors have not reported any incidents of fraud to the Audit Committee of the Board during the financial year 2022-23. The notes to the accounts referred to in the auditorâs report are self-explanatory and therefore do not call for any further explanation and comments.

Secretarial Audit

The Board of the Company, on the recommendation made by the Audit committee, had appointed Makarand M. Joshi & Co., Company Secretaries, as the Secretarial Auditors (the âMMJCâ) to conduct an audit of the secretarial records for the financial year 2022-23.

The secretarial audit report as issued by MMJC for the financial year ended March 31, 2023, is appended to this Report as Annexure B, which is self-explanatory.

The Secretarial Auditors have not reported any fraud under Section 143(12) of the Act.

Further, in compliance with Regulation 24A of the SEBI Listing Regulations, the Annual Secretarial Compliance Report issued by MMJB & Associates LLP, was submitted to the stock exchanges within the statutory timelines.

The Statutory Auditors and the Internal Auditors of the Company also provide their confirmation that the internal financial control framework is operating effectively.

The Company on a regular basis tracks all amendments to Accounting Standards and makes changes to the underlying systems, processes and financial controls to ensure adherence to the same. During the year, no material or serious observations have been highlighted for inefficiency or inadequacy of such controls. The details of adequacy of internal 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 2022-23 or the previous financial year. The Company did not accept any deposits during the financial year 2022-23.

Material changes and commitments affecting the financial position of the Company

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 2022-23, there has been no change in the nature of the Companyâs business except that as mentioned earlier, upon receipt of all approvals from the concerned authorities and pursuant to the Scheme of Arrangement, the Private Wealth and PMS divisions of JM Financial Services Limited, a wholly owned subsidiary of the Company, shall be classified under the Investment Bank segment of the Company.

Significant and material orders

During the financial year under review, there were no significant/ material orders passed by the regulators or courts or tribunals impacting the going concern status of the Company and its operations.

Report on Corporate Governance

Pursuant to Regulation 34 read with Schedule V to the SEBI Listing Regulations, a report on Corporate Governance for the financial year 2022-23 along with the certificate from the Secretarial Auditors of the Company confirming the

Secretarial audit report of material unlisted Indian subsidiary

A copy of the secretarial audit report for the financial year 2022-23 issued to JM Financial Services Limited, a material unlisted subsidiary of the Company is appended to this Report marked as Annexure B1.

Secretarial Standards

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

Internal Auditors

During the year under review, CNK & Associates LLP., Chartered Accountants, were appointed as the Internal Auditors of the Company in accordance with the applicable provisions of the Act.

Corporate Social Responsibility

The Corporate Social Responsibility Committee (the âCSR committeeâ) has been established by the Board in accordance with Section 135 of the Act and details of its composition, terms of reference and particulars of meetings held during the year are stated in the Corporate Governance Report which forms part of this Report.

As earmarked for the financial year under review, the Company has spent '' 0.99 Crore as the CSR expenditure towards the CSR Project viz., Shri Vardhman Nidaan Seva.

The aforesaid CSR Project of the Company was in accordance with the activities specified under Schedule VII to the Act and a brief overview on the same is available on the website of the Company at https://imfi.com/giving-csr/proiects.

The CSR policy outlines the activities that can be undertaken or supported by the Company within the applicable provisions of the Act and alignment of such activities as per the sustainable development goals principles. Apart from the composition requirements of the CSR committee, the CSR policy, inter alia, lays down the criteria for selection of projects & areas, annual allocation, modalities of execution/implementation of activities, monitoring mechanism of CSR activities/projects including the formulation of annual action plan. The CSR policy of the Company is available on the website of the Company at https://imfi.com/investor-relations/CSR Policy.pdf.

Pursuant to the amendment to the Companies (Corporate Social Responsibility Policy) Rules, 2014 (the âCSR Rulesâ), the Chief Financial Officer of the Company has certified that the funds disbursed basis the annual action plan for the

financial year 2022-23 have been utilised for the purpose and in the manner as approved by the Board.

The details of CSR activities as required under Rule 8 of the CSR Rules in the prescribed format is appended to this Report as Annexure C.

Risk Management

Risk management is an integral part of the Companyâs strategy for achieving the long-term goals. The Company and its subsidiaries are exposed to various risks which include liquidity risk, interest rate risk, market risk, credit risk, technology risk, operational risk, regulatory and compliance risk, reputational risk, business continuity risk, risk emanating from cyber security, legal risk, competition risk, among others. A comprehensive risk management policy has been formulated by the Company apart from the processes which are in place to identify, assess, evaluate, manage and mitigate the risks that are encountered during the conduct of business activities, which may pose significant loss or threat to the Company.

The Risk Management committee of the Company as established by the Board has been entrusted with the responsibility of reviewing the risk management process in the Company. The committee also reviews the cyber security function, assess various risks and ensures that the risks are brought within acceptable limits. The Audit committee has an additional oversight in the area of financial risks and controls.

Details about 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 system and its adequacy

The Company has adequate internal financial control system over financial reporting which ensures that all transactions are authorised, recorded, and reported correctly in a timely manner. 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.

compliance with the regulations of Corporate Governance under the SEBI Listing Regulations is annexed and forms part of this Report.

Management Discussion and Analysis Report

Management Discussion and Analysis Report as stipulated under Regulation 34 of the SEBI Listing Regulations is presented in a separate section forming part of this Report, which gives an update, inter-alia on the following matters.

â¢ Industry structure and developments;

â¢ Segment-wise overview of business performance;

â¢ Financial Overview;

â¢ Risk management;

â¢ Internal control systems and their adequacy;

â¢ Corporate Social Responsibility and Philanthropy; and

â¢ Human Resources.

Business Responsibility and Sustainability Report (BRSR)

Pursuant to Regulation 34 of the SEBI Listing Regulations, detailed BRSR report, in the format as prescribed by SEBI, describing various initiatives taken by the Company towards the Environmental, Social and Governance aspects forms part of this Report.

Particulars of employees and related information

The ratio of remuneration of each Director to the median employeesâ 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 âRulesâ) as amended, is disclosed in Annexure D, 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 ecommunicationQjmfi.com and the same will be furnished on such request.

Particulars of loans, guarantees or investments

The details, if any, of loans, guarantees and investments falling under the provisions of Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 are given in note 37 of notes to the standalone financial statements of the Company.

Conservation of energy, technology absorption, foreign exchange earnings and outgo

The operations of the Company are not energy intensive nor does 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 2022-23, the total foreign exchange earned by the Company was '' 12.05 Crore and the total foreign exchange outgo was '' 0.79 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 encourages an open and transparent system of working and dealing amongst its stakeholders and accordingly, has framed a robust vigil mechanism in the form of Whistle Blower policy. This policy enables its directors and employees of the Company or any other person who avails the mechanism framed under this policy to report concerns about unethical or improper practices or alleged wrongful conduct, actual or suspected fraud etc., without any fear of discrimination or victimisation of any kind. This policy protects such directors and employees from unfair or preiudicial treatment by anyone within the Company. It also provides direct access to the chairman of the Audit committee. Details of vigil mechanism/whistle blower policy are included in the Corporate Governance Report, forming part of this Report. The policy is available on the website of the Company at https://imfl.com/investor-relations/Whistle Blower Policy. pdf.

In order to enhance the knowledge amongst the employees about the Whistle Blower policy, an awareness programme was undertaken by the Company and an annual affirmation in this regard was obtained from the employees.

During the financial year 2022-23, 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.

Credit rating

Details of all the credit ratings obtained by the Company is mentioned in the General Shareholdersâ Information which forms a part of the Corporate Governance Report.

Investor Education and Protection Fund (IEPF)

Details of unclaimed dividends and equity shares which are transferred to the Investor Education and Protection Fund and Investor Education and Protection Fund authority are mentioned in the General Shareholdersâ Information which forms a part of the Corporate Governance Report.

Particulars of contracts or arrangements with related parties

In line with the requirements of the Act and the SEBI Listing Regulations, the Company has formulated a âPolicy on dealing with Related Party Transactionsâ and the said policy is uploaded on the website of the Company at https://jmfl.com/ investor-relation/Disclosures-of-related-party-transactions. html.

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 the applicable provisions of the SEBI Listing Regulations, necessary approvals of the members of the Company were also sought for the material related party transactions proposed to be entered with the related parties.

Pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014, there are no related party transactions that are required to be reported under Section 188(1) of the Act, as prescribed in Form AOC-2.

The related party transactions as required under Ind AS - 24 are reported in note 37 of notes to the standalone financial statements and note 41 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/overview.html.

Annual Return

Pursuant to Sections 92(3) and 134(3)(a) of the Act, the Annual Return for the financial year 2022-23, is available on the website of the Company at https://imfl.com/investor-relation agm-egm.html.

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

In compliance with the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and rules made thereunder, the Company has a policy in place and has constituted Internal Complaints Committee (the âICCâ) to deal with complaints relating to sexual harassment at workplace. All employees, permanent, contractual, temporary and trainees are covered under this policy. A quarterly report on the complaints, if any, is placed before the Board for its review.

During the financial year 2022-23, no complaints were received from any of the employees, under this policy.

Certificate from the Joint Managing Directors and Chief Financial Officer

The certificate received from Mr. Atul Mehra, Mr. Adi Patel, the Joint Managing Directors and Mr. Manish Sheth, the 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 Corporate Governance Report, which forms part of this Report.

Other Disclosures

The Company has not issued equity shares with differential rights as to dividend, voting or otherwise.

The Company has not issued any sweat equity shares during the year.

No proceedings are made or pending under the Insolvency and Bankruptcy Code, 2016 and there is no instance of onetime settlement with any Bank or Financial Institution.

Acknowledgements

The Board of Directors take this opportunity to place on record its sincere thanks to SEBI, RBI, MCA, National Housing Bank, Real Estate Regulatory Authority, Stock Exchanges including Commodity Exchanges, customers, vendors, investors, banks, financial institutions, business associates, shareholders and all other stakeholders for their continued co-operation and support. The Directors also recognise the support and co-operation extended by the Government of India, State Governments, Overseas Regulatory Authorities and their agencies.

The Board of Directors wish to place on record their appreciation to employees at all levels for their dedication and commitment.

For and on behalf of the Board of Directors Nimesh Kampani

Place: Mumbai Chairman

Date: May 9, 2023 DIN: 00009071

Mar 31, 2022

The Board of Directors (the âBoardâ) is pleased to present the Companyâs 37^th Annual Report together with the audited standalone and consolidated financial statements for the financial year ended March 31, 2022. This report read with the Corporate Governance Report and Management Discussion and Analysis Report includes details of the macro-economic scenario, governance philosophy, financial & business performance of the Company and various initiatives taken by it.

This Report shall be uploaded on the website of the Company at www.imfi.com.

Financial Performance

The summary of the consolidated and standalone financial results of the Company are given below.

Particulars	('' in Crore) Consolidated Standalone
Particulars	FY 2021-22	FY 2020-21	FY 2021-22	FY 2020-21
Gross income	3,763.28	3,226.63	619.63	374.41
Profit before depreciation and amortisation expense, finance costs and tax expenses	2,467.55	2,217.47	433.35	235.99
Less: Depreciation and amortisation expense	37.78	39.75	10.69	11.92
Finance costs	1,081.73	1,110.87	6.76	7.24
Profit before tax	1,348.04	1,066.85	415.90	216.83
Current tax	415.46	313.59	77.50	42.40
Deferred tax	(60.24)	(52.73)	10.62	(0.90)
Tax adjustments of earlier years (net)	0.45	(0.07)	-	0.10
Net Profit after tax but before share in profit of associate	992.37	806.06	327.78	175.23
Add: Share in profit of associate	0.02	2.11	-	-
Net Profit after tax and share in profit of associate	992.39	808.17	327.78	175.23
Other Comprehensive Income	4.27	(0.69)	0.08	0.16
Total Comprehensive Income	996.66	807.48	327.86	175.39
Net Profit attributable to
Owners of the Company	773.16	590.14	-	-
Non-Controlling Interests	219.23	218.03	-	-
Total Comprehensive Income attributable to
Owners of the Company	777.50	589.33	-	-
Non-Controlling Interests	219.16	218.15	-	-
Appropriations The following appropriations have been made from the available profits of the Company for the financial year ended March 31,2022. ('' in Crore)
Particulars	Consolidated Standalone
Particulars	FY 2021-22	FY 2020-21	FY 2021-22	FY 2020-21
Net Profit	773.16	590.14	327.78	175.23
Add: Other Comprehensive Income	0.68	1.93	0.08	0.16
Add: Balance profit brought forward from previous year	3,400.28	2,943.00	1,084.29	925.72
Profit available for appropriation	4,174.12	3,535.07	1,412.15	1,101.11
Less: Appropriations
Final Dividend pertaining to the previous year paid during the year	47.64	16.82	47.64	16.82
Interim Dividend paid during the year	47.70	-	47.70	-
Transfer to Statutory reserve - I	86.37	102.90	-	-
Transfer to Statutory reserve - II	0.87	0.64	-	-
Transfer to Impairment reserve	93.67	14.43	-	-
Surplus carried to balance sheet	3,897.87	3,400.28	1,316.81	1,084.29

Key highlights of Consolidated Financial Performance

? Gross income increased by 16.6% to '' 3,763.28 Crore as compared to '' 3,226.63 Crore in the financial year 2020-21;

? Profit before tax for the year increased by 26.4% to '' 1,348.04 Crore as compared to '' 1,066.85 Crore in the financial year 2020-21; and

? Profit after tax (post non-controlling interest) for the year increased by 31.0% to '' 773.16 Crore as compared to '' 590.14 Crore in the financial year 2020-21.

Considering the prudence, we have provided an incremental gross impairment provision of '' 143.90 Crore on account of the Covid-19 pandemic in the statement of profit and loss for the financial year 2021-22. The aggregate impairment provision (net of reversals) and fair value loss on account of Covid-19 pandemic stood at '' 450.23 Crore as of March 31, 2022.

Consolidated financial statements for the financial year ended March 31, 2022 have been prepared in accordance with Section 133 of the Companies Act, 2013 (the âActâ) read with the rules made thereunder and Indian Accounting Standards (the âInd ASâ) 110. The consolidated financials refiect the cumulative performance of the Company together with its various subsidiaries and an associate company.

Key highlights of Standalone Financial Performance

? Gross income of the Company was higher at '' 619.63 Crore for the year ended March 31, 2022 as against '' 374.41 Crore in the previous year, registering an increase of 65.5%;

? Net profit of the Company was '' 327.78 Crore for the year ended March 31, 2022 as compared to the net profit of '' 175.23 Crore in the previous year, registering an increase of 87.1%;

? The higher income and corresponding increase in the net profit is attributable to: (1) increase in the fee income from '' 229.10 Crore in the previous year to '' 349.01 Crore in the year under review due to higher deal closures in investment banking business (2) increase in net gain on fair value changes from '' 65.27 Crore in the previous year to '' 117.06 Crore in the year under review due to treasury activities and proceeds from the funds of QIP issue temporarily deployed in liquid mutual funds and interest bearing instruments.

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

Members may note that the Annual Report of the Company for the financial year 2021-22, containing, inter alia, its standalone and consolidated financial statements, together with the relevant documents and audited financial statements for each of its subsidiaries, pursuant to the provisions of Section 136 of the Act, are available on the website of the Company at https:// imfi.com/investor-relation/financial-results.html.

Covid-19

During the financial year 2021-22, the country succeeded in managing the challenges posed by the first wave of Covid-19 pandemic, however, it was still combatting the second wave of Covid-19. Impact of the pandemic has been largely disruptive in terms of economic activity as well as loss of human lives. With most sectors adversely affected, the economy witnessed a contraction of 7.3% during 2020-21. The Group, operating in the financial services sector, has also witnessed decline in financial and operating performance, reduced disbursements, collection and increased provisioning due to the impact of Covid-19.

With the situation slowly easing, the Company continued to ensure smooth functioning of operations by adopting hybrid mode of working for its employees in a calibrated manner. All precautionary measures were duly followed by the Company and all its employees have started attending the office in person. JM Financial Group continued to issue multiple advisories to its employees and the crisis management team was active for health-related assistance required during this period. Several precautionary measures like fumigation of office premises, temperature checks, supplying and wearing of masks and use of sanitizers, among others continued and has now become a regular operational practice.

Dividend

The Board has recommended a final dividend of '' 1.15 per share of the face value of '' 1/- each for the financial year 2021 -22. The amount of final dividend, on its declaration, will be paid to those members

a. whose names appear in the statement of beneficial ownership furnished by National Securities Depository Limited and Central Depository Services (India) Limited at the close of the business hours on Friday, July 8, 2022 in respect of shares held by them in dematerialised form; and

b. whose names appear in the register of members at the close of business hours on Friday, July 8, 2022 in respect of shares held by them in physical form.

The Company had also paid an interim dividend of '' 0.50 per equity share of the face value of '' 1/- each in March 2022 on its declaration by the Board of Directors.

Final dividend is subject to deduction of income tax at source. The said dividend, if declared by the members at the 37^thAnnual General Meeting, along with the interim dividend shall result in total cash outflow of '' 157.45 Crore as compared to outflow of '' 47.64 Crore in the previous financial year.

There has been no material change in the nature of the business of the above subsidiaries. From the quarter ended June 30, 2021, the business segments of the Company and its subsidiaries have however been reclassified. The purpose of the said reclassification of business segments was primarily to create a client-aligned business structure to enable deeper focus, faster growth and a seamless execution of the organizationâs strategy. Accordingly, the reclassified business segments of the Group are Investment Bank, Mortgage Lending, Alternative and Distressed Credit and Asset management, Wealth management and Securities business (Platform AWS). The segment wise business activities of the subsidiaries, their performance and financial position are described in detail in the Management Discussion and Analysis Report which forms part of this Report.

The Companyâs policy for determination of material subsidiary, as adopted by the Board is available on the Companyâs website at https://imfl.com/investor-relations/Policy on Material Subsidiaries.pdf.

Scheme of Arrangement

The Board of Directors has approved the scheme of demerger of the undertaking (the âSchemeâ) comprising Private Wealth and Portfolio Management Services (the âPMSâ) (catering to large clients) along with the investment in JM Financial Institutional Securities Limited (which houses the institutional equities business) from its wholly owned subsidiary, viz., JM Financial Services Limited to the Company. The Scheme shall be subject to regulatory and other approvals. Accordingly, once demerged upon receipt of all approvals, the Private Wealth and PMS divisions shall be classified under the Investment Bank segment.

Awards and Recognition

The Great Place to Work Institute Indiaâs Best Companies To Work For, 2021 (June 2021)

JM Financial Home Loans Limited has been recognized as Indiaâs Top 50 Great Mid- Sized Workplaces 2021.

The Great Place to Work

(July 2021)

JM Financial Limited (Institutional Business),

JM Financial Asset Management Limited, and

JM Financial Services Limited have been recognised as âCommitment to Being a Great Place to Workâ.

The dividend recommended is in accordance with the Companyâs Dividend Distribution Policy.

Policy for Dividend Distribution

The Company had formulated a Policy for Dividend Distribution pursuant to the provisions of Regulation 43A of the Securities and Exchange Board of India (the âSEBIâ) (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the âListing Regulationsâ). The policy is available on the website of the Company at https://imfl.com/investor-relations/Policv for Dividend Distribution.pdf.

The details about the unclaimed dividend amount lying in separate dedicated account and liable to be transferred to the Investor Education Protection Fund is mentioned in General Shareholdersâ Information forming part of Corporate Governance Report which forms part of this Report.

Share capital

The issued, subscribed and paid-up equity share capital of the Company, as on March 31, 2022, stood at '' 95,40,55,533 (comprising 95,40,55,533 equity shares of the face value of '' 1/- each) as against '' 95,27,22,711 (comprising 95,27,22,711 equity shares of the face value of '' 1/- each) at the end of the previous financial year.

The increase in the paid up capital as above is on account of allotment of 13,32,822 equity shares to the eligible employees exercising the stock options granted to, and vested in them, under the Companyâs Employeesâ Stock Option Scheme -Series 8 to Series 13.

Employeesâ Stock Option Scheme

During the year under review, no options were granted to eligible employees under the Companyâs Employeesâ Stock Option Scheme (the âSchemeâ).

The Scheme is in compliance with applicable SEBI Regulations and SEBI circulars issued from time to time concerning the said Regulations.

The secretarial auditors of the Company have certified that the Scheme has been implemented in accordance with the applicable SEBI Regulations.

The disclosure of the Scheme, as required under the applicable SEBI Regulations is appended to this report as Annexure A and also uploaded on the Companyâs website at https://imfl.com/ annual-report. Additionally, the relevant disclosures in terms of the Ind AS 102 relating to share based payment, forms part of note 31 of the notes to the standalone financial statements and note 44 of the notes to the consolidated financial statements of the Company.

During the current financial year, the nomination and remuneration committee (the âNRCâ) of the Board, at its meeting held on May 5, 2022, has granted an aggregate of 90,015 stock options to the eligible employees of the Company and its subsidiary under Employeesâ Stock Option Scheme -Series 14 and Series 15.

On May 18, 2022, the allotment committee of the Board, has allotted 3,23,952 equity shares to the eligible employees who had exercised the stock options granted to and vested in them. With this allotment, the total paid up equity share capital of the Company as on the date of this Report stands at 95,43,79,485 (comprising 95,43,79,485 equity shares of the face value of '' 1/- each).

Subsidiaries, Associate and Partnership Firm

The Company has following subsidiaries (including step down subsidiaries) and associate company.

Subsidiaries

1. JM Financial Institutional Securities Limited

2. JM Financial Services Limited

3. JM Financial Capital Limited

4. JM Financial Commtrade Limited

5. JM Financial Overseas Holdings Private Limited (Mauritius)

6. JM Financial Singapore Pte Limited (Singapore)

7. JM Financial Securities, Inc.

(Delaware - United States of America)

8. Infinite India Investment Management Limited

9. JM Financial Properties and Holdings Limited

10. CR Retail Malls (India) Limited

11. JM Financial Products Limited

12. JM Financial Credit Solutions Limited

13. JM Financial Home Loans Limited

14. JM Financial Asset Reconstruction Company Limited

15. JM Financial Asset Management Limited

Associate

JM Financial Trustee Company Private Limited

Partnership Firm

Astute Investments, a partnership firm, is having two partners, viz., JM Financial Services Limited and JM Financial Properties and Holdings Limited. Both the partners are the wholly owned subsidiaries of the Company.

Board of Directors and key managerial personnel Appointment/re-appointment of Directors

Mr. Nimesh Kampani

In accordance with the applicable provisions of Section 152 of the Act, Mr. Nimesh Kampani (DIN: 00009071), a nonexecutive director of the Company, retires by rotation at the forthcoming annual general meeting of the Company. Being eligible, Mr. Kampani has offered himself for re-appointment as a director.

Brief particulars of Mr. Nimesh Kampani as required under the Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India and Regulation 36 of the Listing Regulations is being provided in the Notice convening the 37^th Annual General Meeting of the Company.

Mr. Atul Mehra

Based on the recommendation of the NRC, the Board approved the appointment of Mr. Atul Mehra (DIN: 00095542) as an additional director, pursuant to Section 161 of the Act and Article 132 of the Articles of Association of the Company. Mr. Mehra was also appointed as a Joint Managing Director of the Company pursuant to Sections 196, 197 and 203 of the Act for a period of three (3) years with effect from October 1, 2021. The members of the Company have also approved his appointment as a Joint Managing Director by passing the special resolution with requisite maiority through the Postal Ballot process on December 14, 2021. Mr. Mehra is liable to retire by rotation.

Mr. Adi Patel

Based on the recommendation of the NRC, the Board approved the appointment of Mr. Adi Patel (DIN: 02307863) as an additional director, pursuant to Section 161 of the Act and Article 132 of the Articles of Association of the Company. Mr. Patel was also appointed as a Joint Managing Director of the Company pursuant to Sections 196, 197 and 203 of the Act for a period of three (3) years with effect from October 1, 2021. The members of the Company have also approved his appointment as a Joint Managing Director by passing the special resolution with requisite maiority through the Postal Ballot process on December 14, 2021. Mr. Patel is liable to retire by rotation.

Mr. Navroz Udwadia

Based on the recommendation of the NRC, the Board approved the appointment of Mr. Navroz Udwadia (DIN: 08355220) as an additional (independent) director, pursuant to Section 161 of the Act and Article 132 of the Articles of Association of the Company. Mr. Udwadia was appointed as

The Board is of the opinion that the Company will immensely benefit from the appointment of Mr. Bose considering his vast and varied knowledge and experience. As can be seen from Mr. Boseâs profile forming part of the Notice of Annual General Meeting, he is a person of integrity with high level of ethical standards.

The Company is in receipt of a notice from a member signifying his intention to propose the candidature of Mr. Bose for the office of a Director.

Brief profile of Mr. Bose is given in the Notice convening the 37^th Annual General Meeting of the Company.

Resignation of an Independent Director Mr. Darius E Udwadia

Mr. Darius E Udwadia (DIN: 00009755) ceased to be an independent director of the Company consequent upon his resignation as such director with effect from close of business hours of October 20, 2021.

Following the above, Mr. Udwadia has also ceased to be a member of the audit committee, nomination and remuneration committee, risk management committee and allotment committee of the Board effective from the close of business hours on October 20, 2021. The Board has placed on record its deep appreciation for the valuable contribution made by Mr. Udwadia and services rendered by him during his tenure as an independent director of the Company.

Key Managerial Personnel

Upon completion of the first term of five (5) consecutive years on September 30, 2021 as the Managing Director of the Company, Mr. Vishal Kampani (DIN: 00009079) has been appointed as the Non-Executive Vice Chairman of the Company with effect from October 1, 2021.

The Board appointed Mr. Atul Mehra and Mr. Adi Patel as the Joint Managing Directors of the Company with effect from October 1, 2021 for a period of three (3) years. The members of the Company, have approved their appointments as the Joint Managing Directors, by passing the special resolutions with requisite majority on December 14, 2021 through postal ballot process.

Other than above, there are no changes in the key managerial personnel of the Company. Mr. Prashant Choksi, Company Secretary and Mr. Manish Sheth, Chief Financial Officer continues to be the key managerial personnel within the meaning of Section 2(51) read with Section 203(1) of the Act.

an Independent Director of the Company pursuant to Section 149 of the Act, to hold office for a term not exceeding five (5) consecutive years commencing from December 9, 2021 and ending on December 8, 2026 (both the days inclusive) by the members of the Company by passing the special resolution with requisite majority through the Postal Ballot process on March 23, 2022.

Ms. Roshini Bakshi

Based on the recommendation of the NRC, the Board approved the appointment of Ms. Roshini Bakshi (DIN: 01832163) as an additional (independent) director, pursuant to Section 161 of the Act and Article 132 of the Articles of Association of the Company. Ms. Bakshi was appointed as an Independent Director of the Company pursuant to Section 149 of the Act, to hold office for a term not exceeding five (5) consecutive years commencing from December 9, 2021 and ending on December 8, 2026 (both the days inclusive) by the members of the Company by passing the special resolution with requisite majority through the Postal Ballot process on March 23, 2022.

Mr. Pradip Kanakia

Based on the recommendation of the NRC, the Board approved the appointment of Mr. Pradip Kanakia (DIN: 00770347) as an additional (independent) director, pursuant to Section 161 of the Act and Article 132 of the Articles of Association of the Company. Mr. Kanakia was appointed as an Independent Director of the Company pursuant to Section 149 of the Act, to hold office for a term not exceeding five (5) consecutive years commencing from February 7, 2022 and ending on February 6, 2027 (both the days inclusive) by the members of the Company by passing the special resolution with requisite majority through the Postal Ballot process on March 23, 2022.

Mr. Sumit Bose

Based on the recommendation of the NRC, the Board pursuant to Section 161 of the Act and Article 132 of the Articles of Association of the Company, has appointed Mr. Sumit Bose (DIN: 03340616) as an additional (independent) director of the Company with effect from May 24, 2022, subject to the approval of the members of the Company. The required resolution commending the appointment of Mr. Bose is included in the Notice convening the 37^th Annual General Meeting of the Company. The initial term of Mr. Bose as an independent director shall be five (5) consecutive years commencing from May 24, 2022 and ending on May 23, 2027 (both the days inclusive).

Declaration by Independent Directors

All the independent directors of the Company have submitted their declaration that each of them meets the criteria of independence as provided under Section 149(6) of the Act read with the rules framed thereunder and Regulation 16(1)(b) of the Listing Regulations. There has been no change in the circumstances affecting their status as independent directors. During the financial year 2021-22, the independent directors had no pecuniary relationships or transactions with the Company, except as disclosed in the Corporate Governance Report which forms part of this Report.

Basis the declaration received from the independent directors and the disclosures made by them, the Board, acknowledging the veracity of the same, has confirmed that the independent directors are the persons of integrity and qualify to be independent and that they are independent of the management of the Company.

In terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, the names of all the independent directors of the Company are forming part of the data bank maintained by the Indian Institute of Corporate Affairs (the âIICAâ).

Board Meetings

During the financial year 2021 -22, six (6) meetings of the Board were held in accordance with and in the manner as specified by Ministry of Corporate Affairs and the SEBI in their respective circulars issued in view of the Covid-19 pandemic. As per the said circulars, companies were provided a relaxation from the requirement of having intervening gap of one hundred and twenty (120) days between any two (2) meetings of the Board. Notwithstanding this, the Board meetings of the Company were held at regular intervals and the gap between the two (2) meetings was not more than one hundred and twenty (120) days.

Details about the Board and committee meetings are given at length in the Corporate Governance Report which forms part of this Report.

Policies on Appointment of Directors and their Remuneration

The Company has adopted policies on selection and appointment of directors and also on performance evaluation and remuneration of directors, pursuant to Section 178(3) of the Act and Regulation 19(4) of the Listing Regulations. The details of remuneration and other matters have been disclosed at length in the Corporate Governance Report which forms part of this Report.

In accordance with the applicable provisions of the Act and the Listing Regulations, these policies are uploaded on the website of the Company at https://imfi.com/investor-relations/ Policy on Selection and Appointment of Directors.pdf and https://jmfl.com/investor-relations/Policv on Performance Evaluation and Remuneration of the Directors.pdf.

Evaluation of Board of Directors

The Board has carried out an annual evaluation of its own performance, the Board committees and individual directors pursuant to the Act and the Listing Regulations. Through a digital structured questionnaire, feedback from directors was obtained as a part of performance evaluation. This questionnaire and criteria of performance was broadly based on the Companyâs policy on performance evaluation and guidance note on the Board evaluation issued by SEBI on January 5, 2017.

Basis the feedback received from the directors, the Board and the NRC reviewed the performance of the individual directors, the Chairman, the Joint Managing Directors including various committees established by the Board at their respective meetings.

The performance evaluation of the individual directors including the Chairman, the Vice-Chairman and the Joint Managing Directors, inter alia, was done based on the criteria such as professional conduct, roles and functions, discharge of duties, their contribution to board/committees/senior management, preparedness on the issues to be discussed, contribution to the decision making, etc.

The performance evaluation of the Board as a whole and its committees was made after seeking inputs from the directors/committee members on various criteria such as structure and composition, effectiveness of the board process, information, roles and responsibilities, professional development, functioning of the board and its committees, establishment and determination of responsibilities of committees, and the quality of relationship between the board and the management.

The performance evaluation of the non-independent directors viz., the Chairman, the Vice-Chairman, the Joint Managing Directors and the board as a whole was also carried out by the independent directors at their separate meeting held on March 29, 2022, considering the views of the executive and the non-executive directors.

Board Committees

The Board has established the following Committees:

1. Audit Committee;

2. Nomination and Remuneration Committee;

3. Corporate Social Responsibility Committee;

4. Stakeholdersâ Relationship Committee;

5. Risk Management Committee; and

6. Allotment Committee.

Details of all the committees along with their composition, terms of reference and meetings held during the year are provided in the Corporate Governance Report which forms part of this Report.

Directorsâ Responsibility Statement

Pursuant to Section 134(3)(c) read with Section 134(5) of the Act with respect to Directorsâ Responsibility Statement, the directors hereby 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 2021-22, the Company had appointed BSR & Co. LLP, Chartered Accountants (Firm registration no. 101248W/W-100022) (the âBSRâ), as the statutory auditors of the Company in place of Deloitte Haskins & Sells LLP, Chartered Accountants, (the âDHSâ) to fill in the casual vacancy caused

due to the resignation of DHS following the guidelines issued by Reserve Bank of India (the âRBIâ) vide its Circular No. RBI/2021-22/25 Reference No. DoS. C0.ARG/SEC.01/08.91.001/2021-22 dated April 27, 2021. BSR holds the office as Statutory Auditors till the conclusion of the 37^th Annual General Meeting of the Company.

The above appointment of BSR was also approved by the members of the Company with requisite majority through Postal Ballot process on December 14, 2021.

As the term of the office of BSR will complete post conclusion of the 37^th Annual General Meeting of the Company, the Board on May 24, 2022, on the basis of recommendation of the audit committee, has approved the appointment of BSR as the Statutory Auditors of the Company for a period of five (5) consecutive years from the conclusion of the 37^thAnnual General Meeting of the Company to 42^nd Annual General Meeting to be held in the financial year 2027-28. This appointment is subject to the approval of the members at the general meeting.

The necessary resolution seeking the membersâ approval for the appointment of BSR as the Statutory Auditors is included in the Notice convening the 37^th Annual General Meeting of the Company.

Auditorâs Report

The Statutory Auditors have issued their unmodified opinion, both on standalone and consolidated financial statements, for the year ended March 31, 2022. They have not highlighted any qualifications, reservations, adverse remarks or disclaimers. The Statutory Auditors have not reported any incident of fraud to the audit committee of the Company during the financial year 2021-22. The notes to the accounts referred to in the auditorâs report are self-explanatory and therefore do not call for any further explanation and comments.

Secretarial Audit

Makarand M. Joshi & Co., Company Secretaries, were appointed as the Secretarial Auditors for conducting the secretarial audit of the Company for the financial year 2021 -22.

The secretarial audit report as issued by the aforesaid Secretarial Auditors for the financial year ended March 31, 2022, is appended to this Report as Annexure B.

There are no qualifications, reservations, adverse remarks or disclaimers in the above secretarial audit report.

Secretarial audit of material unlisted Indian subsidiary

JM Financial Services Limited, the material unlisted subsidiary of the Company, has got the secretarial audit conducted for financial year 2021-22 pursuant to Section 204 of the Act, a copy of the report of which is appended to this Report as Annexure B1.

Secretarial Standards

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

Corporate Social Responsibility

As mentioned earlier, the Corporate Social Responsibility Committee (the âCSR committeeâ) is established by the Board in accordance with Section 135 of the Act.

The CSR committee has approved and adopted the CSR policy in accordance with the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended, (the âCSR Rulesâ).

Pursuant to the amended CSR Rules, the Chief Financial Officer of the Company has certified that the funds disbursed basis the annual action plan for the financial year 2021-22 have been utilised for the purpose and in the manner as per approved by the Board.

The details of CSR activities as required under Rule 8 of CSR Rules in the prescribed format is appended to this Report as Annexure C.

Risk Management

Risk management forms an integral part of the Companyâs business operations and monitoring activities. The Company and its subsidiaries are exposed to a variety of risks, including liquidity risk, interest rate risk, market risk, credit risk, technology risk, operational risk, regulatory and compliance risk, reputational risk, business continuity risk, risk emanating from cyber security, legal risk, competition risk, risks pertaining to Covid-19 pandemic, among others. The Company has formulated comprehensive risk management policy and processes to identify, assess, evaluate, manage

and mitigate the risks that are encountered during the conduct of business activities, which may pose significant loss or threat to the Company.

The risk management committee as established by the Board, frames, implements and monitors the risk management plan including functions relating to cyber security, assessment of various risks, formulation of measures to mitigate such risks. The Board reviews the effectiveness of risk management systems in place and ensures that the risks are effectively managed. The audit committee has additional oversight in the area of financial risks and controls.

The robust risk management framework has helped the Company to bounce back to pre-covid levels in the risk metrics.

Details about 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 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. It provides reasonable assurance in respect of financial and operational information, compliance with applicable statues, safeguarding of assets of the Company, prevention and detection of frauds, accuracy and completeness of accounting records and also ensuring compliance with the Companyâs policies. The audit committee monitors this system and ensures adequacy of the same. The Statutory Auditors and the Internal Auditors of the Company also provide their confirmation that the internal financial controls framework is robust and they work effectively.

During the year, no material or serious observations have been highlighted for inefficiency or inadequacy of such controls. The details of adequacy of internal financial controls are given at length in the Management Discussion and Analysis Report which forms part of this Report.

Deposits

The Company has neither invited nor accepted any deposits from the public and as such, no amount on account of principal or interest on deposits from public, in terms of Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014, was outstanding as on the date of the balance sheet.

Material changes and commitments affecting the financial position of the Company

Change in nature of business

During the financial year 2021-22, there has been no change in the nature of the Companyâs business.

Significant and material orders

During the financial year 2021-22, there were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status of the Company and its operations.

Report on Corporate Governance

Report on Corporate Governance for the financial year 202122 along with the certificate from the Secretarial Auditors of the Company confirming the compliance with the regulations of corporate governance under the Listing Regulations forms part of this Report.

Management Discussion and Analysis Report

In terms of the provisions of Regulation 34 of the Listing Regulations, Management Discussion and Analysis Report forms part of this Report.

Business Responsibility Report

Pursuant to Regulation 34(2) of the Listing Regulations read with SEBI Circular No. CIR/CFD/CMD/10/2015 dated November 4, 2015, the Business Responsibility Report describing the initiatives taken by the Company from an environmental, social and governance perspective forms part of this Report.

Particulars of employees and related information

The requisite disclosures in terms of the provisions of Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (the âRulesâ) is appended to this Report as Annexure D.

As per the provisions of Section 136(1) of the Act, the reports and accounts are being sent to the members of the Company excluding the information regarding employee remuneration as required pursuant to Rule 5(2) and Rule 5(3) of the said Rules. Any member interested in obtaining such information may write to the Company Secretary at [email protected] and the same will be furnished on such request.

Particulars of loans, guarantees or investments

Particulars, if any, of investments made, loans and guarantees given and securities provided are given in the note 37 of notes to the standalone financial statements.

Credit rating

Brief details of the ratings received from credit rating agencies by the Company is given in General Shareholdersâ Information which forms part of Corporate Governance Report.

Particulars of contracts or arrangements with related parties

In compliance with the amendments made by SEBI vide notification dated November 9, 2021 in the existing provisions pertaining to the related parties and related party transactions, the policy on dealing with related party transactions of the Company has been suitably amended and approved by the audit committee and the Board of the Company. The said policy is uploaded on the website of the Company at, https://jmfi.com/investor-relations/Policv on dealing with related party transactions.pdf.

All Related Party Transactions entered during the year were in ordinary course of the business and at armâs length basis. Further, the particulars of 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 E.

Annual return

In accordance with the requirements under Section 92(3) and Section 134(3)(a) of the Act and the applicable rules, the annual return as on March 31,2022 is available on the website of the Company at https://jmfi.com/annual-report

Conservation of energy, technology absorption, foreign exchange earnings and outgo

As the Company is engaged in the financial services activities, its operations are not energy intensive nor does it 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. Nevertheless, the Company is vigilant on the need for conservation of energy as stated in the Business Responsibility Report.

During the financial year 2021-22, the Companyâs foreign exchange earnings was '' 69.64 Crore and expenditure was '' 0.47 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 vigil mechanism as envisaged in the Act, the rules prescribed thereunder and the Listing Regulations, is implemented through the Companyâs Whistle Blower Policy to enable the directors and employees of the Company to report genuine concerns, to provide for adequate safeguards against victimisation and make provision for direct access to the chairman of the audit committee. Details of vigil mechanism/ whistle blower are included in the Corporate Governance Report, forming part of this Report.

During the financial year 2021-22, no cases under this mechanism have been reported.

Maintenance of cost records

The cost records as specified by the Central Government under Section 148(1) of the Act are not required to be maintained by the Company.

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

The Company has a detailed policy in place in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (the âPOSHâ). Internal Complaints Committees (the âICCâ) has been set up to redress complaints, if any, received regarding sexual harassment and the Company has complied with provisions relating to the constitution of ICC under the POSH. All employees, permanent, contractual, temporary and trainees are covered under this policy. The provisions related to prevention of sexual harassment are also imbibed in the Companyâs Code of Conduct as applicable to the employees.

During the financial year 2021 -22, no complaints were received from any of the employees.

Certificate from the Joint Managing Directors and Chief Financial Officer

The certificate received from Mr. Atul Mehra, Mr. Adi Patel, the Joint Managing Directors and Mr. Manish Sheth, the Chief Financial Officer with respect to the financial statements and other matters as required under Part B of Schedule II to the Listing Regulations forms part of Corporate Governance Report, which forms part of this Report.

Acknowledgements

The Board of Directors take this opportunity to place on record their sincere thanks to SEBI, RBI, MCA, National Housing Bank, Stock Exchanges including Commodity Exchanges, customers, vendors, investors, banks, financial institutions, business associates, shareholders and all other stakeholders for their continued co-operation and support. Your Directors also recognise the support and co-operation extended by the Government of India, State Governments, Overseas Regulatory Authorities and their agencies.

The Board regrets the loss of life due to Covid-19 pandemic. The Board of Directors are deeply grateful and have immense respect for every person risking their life and safety to fight this pandemic.

The Board also places on record its sincere gratitude and appreciation for the employees of the Company and the Group at all levels, for their hardwork, sincerity and efficiency.

For and on behalf of the Board of Directors Nimesh Kampani

Place: Mumbai Chairman

Date: May 24, 2022 DIN - 00009071

Mar 31, 2019

Boardâs Report

Dear Members,

The Directors of the Company are pleased to present their Thirty Fourth Annual Report together with the annual audited consolidated and standalone financial statements for the financial year ended March 31, 2019.

Financial Performance

I. Financial Highlights

The summary of the consolidated and standalone financial results for the financial year ended March 31, 2019 and the previous financial year ended March 31, 2018 is given below:

Rs. in Crore

Particulars	Consolidated Standalone
	2018-19	2017-18	2018-19	2017-18
Gross income	3,578.65	3,096.60	271.88	426.17
Profit before depreciation and amortisation expense, finance costs and tax expenses	2,756.11	2,330.00	137.12	269.25
Less: Depreciation and amortisation expenses	27.11	26.17	1.86	1.87
Finance costs	1,446.21	1,138.99	19.56	34.73
Profit before tax	1,282.79	1,164.84	115.70	232.65
Current tax	489.23	454.06	6.66	21.24
Deferred tax	(42.49)	(69.75)	(2.59)	22.47
Tax adjustments of earlier years (net)	(0.43)	(2.54)	0.33	(2.75)
Net Profit after tax but before share in profit of associate	836.48	783.07	111.30	191.69
Add: Share in profit of associate	0.57	1.79	-	-
Net Profit after tax and share in profit of associate	837.05	784.86	111.30	191.69
Other Comprehensive Income	7.82	1.79	(0.04)	(0.11)
Total Comprehensive Income	844.87	786.65	111.26	191.58
Net Profit Attributable to:
Owners of the Company	572.18	600.86
Non-controlling Interest	264.87	184.00
Total Comprehensive Income Attributable to:
Owners of the Company	580.11	602.63
Non-controlling Interest	264.76	184.02

Note: The Group has adopted Indian Accounting Standards (Ind AS) with effect from April 1, 2018 with comparative figures being restated to make them comparable. The financial statements have been prepared in accordance with the recognition and measurement principles laid down in Ind AS notified under Section 133 of the Companies Act, 2013 read with relevant Rules issued thereunder and other accounting principles generally accepted in India.

Appropriations

The following appropriations have been made from the available profits of the Company:

Rs. in Crore

Particulars	Consolidated Standalone
	2018-19	2017-18	2018-19	2017-18
Net Profit	572.18	600.86	111.30	191.69
Add: Other Comprehensive Income	(0.44)	0.10	(0.04)	(0.11)
Add: Balance profit brought forward from previous year	2,271.69	1,956.34	870.62	803.61
Add/(Less): Pursuant to the scheme of arrangement*	-	(17.69)	-	7.00
Add: On loss of control in subsidiary trusts transferred from Capital reserve on consolidation	4.27	-	-
Less: Transferred to Non-Controlling interest	-	(0.04)	-	-
Profit available for appropriation	2,847.70	2,539.57	981.88	1,002.19
Less: Appropriations
Interim dividend	41.99	55.84	41.99	55.84
Final dividend	92.26	67.69	92.26	67.69
Dividend distribution tax	28.25	25.15	5.56	8.04
Tax on buy back of shares in a subsidiary company	-	1.18	-	-
Transfer to Statutory reserve	126.53	112.22	-	-
Transfer to Capital Redemption Reserve	-	5.80	-	-
Transfer to Debenture Redemption Reserve	33.76	-	-	-
Surplus carried to balance sheet	2,524.91	2,271.69	842.07	870.62

*Refer Note 50 of the Notes to the consolidated financial statements and Note 32 of the Notes to the standalone financial statements.

II. Consolidated Financial Performance

Consolidated Financial Statements prepared in accordance with Section 133 of the Companies Act, 2013 (hereinafter referred to as âthe Actâ) read with the rules made thereunder and applicable Ind AS along with the Auditorâs Report forms part of the Thirty Fourth Annual Report. The Consolidated Financials reflect the cumulative performance of the Company together with its various subsidiary and associate companies. Detailed description about the business carried on by these entities including the Company is contained in the Management Discussion and Analysis Report forming part of this Annual Report.

The Consolidated Gross Income of the Company for the financial year ended March 31, 2019 is Rs. 3,578.65 Crore vis-a-vis Rs. 3,096.60 Crore in the previous year, thereby registering a growth of 15.57%. Consolidated Net Profit for the financial year ended March 31, 2019 is Rs. 572.18 Crore as compared to Rs. 600.86 Crore in the previous year, registering a decrease of 4.77%.

III. Standalone Financial Performance

The Gross Income of the Company stood at Rs. 271.88 Crore for the year ended March 31, 2019 as against Rs. 426.17 Crore in the previous year primarily on account of decline in deal closures in the investment banking business and mark to market impact of investment. The Company made a Net Profit of Rs. 111.30 Crore for the year ended March 31, 2019 as compared to the Net Profit of Rs. 191.69 Crore in the previous year.

Dividend

The Directors have recommended final dividend of Rs. 0.50 per share of the face value of Rs. 1/- each for the financial year 2018-19 (previous year Rs. 1.10 per share). During the year under review, an interim dividend of Rs. 0.50 per equity share of the face value of Rs. 1/- each (previous year Rs. 0.70 per share) was declared and paid by the Company.

With the above recommendation, the total dividend for the financial year 2018-19 is Rs. 1.00 per share (previous year Rs. 1.80 per share). The total outgo on account of interim and final dividend amounts to Rs. 83.99 Crore for the financial year 2018-19 as against Rs. 148.10 Crore for the previous year. The Directors have recommended lower dividend as compared to the previous year to conserve the capital/provide for growth capital for various businesses in light of the liquidity situation in the market and cost effective availability of funding.

The final dividend, if declared, at this Annual General Meeting, will be paid to those Members, whose names appear on the Register of Members/beneficial holdersâ list at the close of business hours on Monday, May 13, 2019.

Pursuant to Regulation 43A of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)

Regulations, 2015 (hereinafter referred to as âthe Listing Regulationsâ), the Board of Directors of the Company has formulated the Dividend Distribution Policy. The Policy is available on the website of the Company at www.jmfl.com.

Share Capital

During the financial year 2018-19, an aggregate of 20,51,205 equity shares were issued and allotted to the eligible employees, upon exercise of stock options by them, under the Companyâs Employeesâ Stock Option Scheme - Series 4 to Series 10.

As on March 31, 2019, the issued, subscribed and paid-up equity share capital of the Company stands at Rs. 83,99,31,463 (comprising 83,99,31,463 equity shares of Rs. 1/- each) as against Rs. 83,78,80,258 as at the end of the previous financial year (comprising 83,78,80,258 equity shares of Rs. 1/- each).

Employeesâ Stock Option Scheme

The Employeesâ Stock Option Scheme is in compliance with the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 (âSBEB Regulationsâ) and SEBI Circulars issued thereon. Deloitte Haskins & Sells LLP, has certified that the Companyâs Employeesâ Stock Option Scheme has been implemented in accordance with the SBEB Regulations.

Up to March 31, 2019, an aggregate of 2,66,45,379 stock options have been exercised by the Employees and 1,51,87,816 stock options have lapsed. The aggregate number of stock options outstanding as on March 31, 2019 are 43,55,624.

The Nomination and Remuneration Committee of the Board, at its meeting held on April 18, 2019, has granted 6,62,130 stock options to the eligible employees under the Employeesâ Stock Option Scheme - Series 12.

Information required under SBEB Regulations read with SEBI Circular No. CIR/CFD/POLICY CELL/2/2015 dated June 16, 2015 is appended to this Report as Annexure A and also uploaded on the website of the Company at www.jmfl.com.

The relevant disclosures in terms of the Ind AS 102 relating to share based payment, forms part of Note 34 of the Notes to the Standalone Financial Statements and Note 42 of the Notes to the Consolidated Financial Statements of the Company.

Deposits

During the year under review, the Company has neither invited nor accepted any deposits from the public within the meaning of Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.

Subsidiary and Associate Entities

As on March 31, 2019, the Company has 15 subsidiaries (including step down subsidiaries), a partnership firm and an associate company. Details of the subsidiaries, partnership firm and associate are as under:

Subsidiaries

1. JM Financial Institutional Securities Limited (formerly known as JM Financial Securities Limited)

2. JM Financial Services Limited

3. JM Financial Capital Limited

4. JM Financial Commtrade Limited

5. JM Financial Overseas Holdings Private Limited (Mauritius)

6. JM Financial Singapore Pte Limited (Singapore)

7. JM Financial Securities, Inc. (Delaware - United States of America)

8. Infinite India Investment Management Limited

9. JM Financial Properties and Holdings Limited

10. CR Retail Malls (India) Limited

11. JM Financial Products Limited

12. JM Financial Credit Solutions Limited

13. JM Financial Home Loans Limited

14. JM Financial Asset Reconstruction Company Limited

15. JM Financial Asset Management Limited

Partnership Firm

Astute Investments, a partnership firm in which JM Financial Services Limited and JM Financial Properties and Holdings Limited, the wholly owned subsidiaries of the Company, are partners.

Associate

JM Financial Trustee Company Private Limited.

Details of business activities of the subsidiaries and associate, their performance and financial position are stated at length in the Management Discussion and Analysis Report which forms part of this Annual Report.

In accordance with Section 129(3) of the Act and Regulation 34 of Listing Regulations, the consolidated financial statements of the Company and all its subsidiary/associate companies have been prepared and are forming part of this Annual Report. A statement containing salient features of the financial statements of subsidiary and associate companies is stated in Form AOC-1 forming part of this Annual Report.

The Annual Report of the Company, containing, inter alia, its standalone and the consolidated financial statements will be uploaded on the website of the Company viz., www.jmfl.com in accordance with Section 136 of the Act.

The audited financial statements of each of the subsidiaries have also been placed on the website of the Company. Members interested in obtaining a copy of the audited financial statements of subsidiary companies may write to the Company Secretary at the Companyâs Registered Office. The Company will make available, the audited financial statements and related information of its subsidiaries, to those Members who wish to have copies of the same and these documents will also be kept open for inspection by the Members at the Registered Office of the Company on all working days, except Saturdays, between 2.00 p.m. and 4.00 p.m. up to the date of this Annual General Meeting.

Awards and Recognition

2019	Banking Financial - Services and Insurance Awards - 2019 presented by ET NOW	JM Financial Limited was awarded the best Investment Bank. JM Financial Institutional Securities Limited was awarded the best Equity Advisor.
2019	Mint India - Investment Summit 2019 - Hall of Fame Award	Mr. Nimesh Kampani, the Nonexecutive Chairman conferred with the Mint India Investment Summit - Hall of Fame Award for his outstanding contribution to Investment Banking.
2018	The Asset Triple A - Country Awards 2018 -	JM Financial Limited was awarded Best M&A adviser. JM Financial Limited was awarded for the Best M&A deal (Tata Chemicals US$ 400 million sale of the urea business to Yara International) as one of the financial advisors.
2018	BSE Awards, 2018 -	JM Financial Services Limited has been recognised amongst the Top Performers in the Equity Broking Segment (Retail Trading). JM Financial Services Limited has been recognised amongst the Top Performers in Primary Market Segment (Equity - IPO/FPO Bids -Members). JM Financial Services Limited has been recognised amongst the Top Performers in Offer to Buy (OTB) Segment.
2018	The Great Place To - Work	JM Financial Limited ranked amongst the Top 50 in Indiaâs Great Mid-Size Workplaces. JM Financial Asset Management Limited ranked amongst the Top 50 in Indiaâs Great Mid-Size Workplaces.
2018	The Great Place To - Work	JM Financial Group has been accredited as Great Place to Work-Certifiedâ¢ by the Great Place to Work Institute. JM Financial Services Limited ranked amongst the Top 100 in âIndiaâs Best Companies to Work For 2018â.

Board of Directors and Key Managerial Personnel

In accordance with the provisions of Section 152 of the Act and the Articles of Association of the Company, Mr. Nimesh Kampani (DIN 00009071), Non-Executive Director of the Company, retires by rotation at this Annual General Meeting of the Company. Being eligible, Mr. Kampani has offered himself for re-appointment as a Director.

During the year, the Special Resolutions have been passed with requisite majority through postal ballot process for continuation of directorships of Mr. E A Kshirsagar, Mr. Darius E Udwadia and Dr. Vijay Kelkar, who are above the age of 75 years, beyond April 1, 2019 till the expiry of their existing term viz., July 2, 2019. This was done, as the Members are aware, in accordance with the amendments made by SEBI in the Listing Regulations.

The Members have also passed the Special Resolutions with requisite majority through postal ballot re-appointing Mr. E A Kshirsagar, Mr. Darius E Udwadia, Dr. Vijay Kelkar, Mr. Paul Zuckerman and Mr. Keki Dadiseth as Independent Directors of the Company, for a term not exceeding three years commencing from July 3, 2019.

Mr. Vishal Kampani, Managing Director, Mr. Prashant Choksi, Company Secretary and Mr. Manish Sheth, Chief Financial Officer are the Key Managerial Personnel (KMP) within the meaning of Section 2(51) read with Section 203(1) of the Act.

Declarations by Independent Directors

All the Independent Directors have confirmed to the Board that they meet the criteria of independence as specified under Section 149(6) of the Act and that they qualify to be independent directors pursuant to the Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014. They have also confirmed that they meet the requirements of âIndependent Directorâ as mentioned under Regulation 16(1)(b) of the Listing Regulations.

Board Meetings

During the year, six (6) meetings of the Board of Directors were held. Details about the Board meetings and committee meetings are given in report on Corporate Governance which forms part of this Report.

Policies on Appointment of Directors and their Remuneration

Pursuant to sub-section (3) of Section 178 of the Act and Regulation 19(4) of the Listing Regulations, the Board has formulated Policies on Directorsâ appointment and remuneration. This Policy includes criteria for selection of Directors, determining their qualifications, positive attributes, remuneration and independence of Directors, evaluation process for performance of Directors, key evaluation criteria and other matters.

In accordance with the applicable provisions of the Act and the Listing Regulations, these Policies are uploaded on the website of the Company, viz., www.jmfl.com.

Evaluation of Board of Directors

The Board carried out annual evaluation of its own performance and that of its Committees viz., the Audit Committee, Stakeholdersâ Relationship Committee, Nomination and Remuneration Committee (the NRC) and Corporate Social Responsibility Committee. The Board also carried out the performance evaluation of all the individual directors. Additionally, the NRC also carried out the evaluation of the performance of all the individual directors, Chairman of the Company and the Managing Director of the Company. The performance evaluation was carried out by way of obtaining feedback from the Directors through a structured questionnaire prepared in accordance with the policy adopted by the Board and also taking into consideration the Guidance Note on Board Evaluation issued by SEBI.

The structured questionnaire prepared to evaluate the performance of individual directors including the Chairman and the Managing Director, inter alia, contained parameters such as professional conduct, roles and functions, discharge of duties and their contribution to Board/Committees/Senior Management. The questionnaire prepared for evaluation of the Board, as a whole and its Committees also covered various aspects such as structure and composition, effectiveness of the board process, information, roles and responsibilities and functioning of the Board and its Committees, establishment and determination of responsibilities of Committees, the quality of relationships between the Board and the management and professional development.

The Non-Executive Chairman of the Board and the Chairman of the NRC reviewed the feedback received from all the individual directors and conducted one-on-one meetings with all the Directors to provide the feedback received.

The performance evaluation of the non-independent Directors viz., the Chairman, the Managing Director and the Board as a whole was carried out by the Independent Directors at their separate meeting held on March 18, 2019, taking into account the views of the executive director and the non-executive directors.

Board Committees

During the year under review, the Company has constituted the Risk Management Committee pursuant to the provisions of Regulation 21 of Listing Regulations.

Details of all the following Committees constituted by the Board along with their composition, terms of reference and meetings held during the year are provided in the Report on Corporate Governance which forms part of this Report:

1. Audit Committee

2. Stakeholdersâ Relationship Committee

3. Nomination and Remuneration Committee

4. Corporate Social Responsibility Committee

5. Allotment Committee

6. Risk Management Committee (constituted on January 23, 2019)

Directorsâ Responsibility Statement

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

(a) i n 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 are 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

In terms of Section 139 of the Act, Deloitte Haskins & Sells LLP Chartered Accountants, were appointed as statutory auditors of the Company for a period of five years from the conclusion of the Thirty Second Annual General Meeting until the conclusion of the Thirty Seventh Annual General Meeting, subject to the ratification of their appointment by the Members every year. Members may note that the first provision to Section 139 of the Act, which required ratification of the appointment of the statutory auditors by the Members at every annual general meeting has been omitted by the Companies (Amendment) Act, 2017. Accordingly, matter for ratification has not been placed at the ensuing Annual General Meeting. Members are requested to authorize the Board of Directors of the Company to fix the Statutory Auditorsâ remuneration for the remainder of their term, for which necessary proposal has been included in the Notice convening this Annual General Meeting.

Auditorsâ Report

There are no qualifications, reservations, adverse remarks or disclaimers made by the Statutory Auditors, in their Audit Report for the financial year 2018-19. The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company during the financial year 2018-19.

Secretarial Audit

Pursuant to the requirements of Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the Listing Regulations, the Company had appointed M/s. N L Bhatia & Associates, Company Secretaries in Practice, for conducting Secretarial Audit. The Secretarial Audit Report for the financial year ended March 31, 2019 is appended to this Report as Annexure B. There are no qualifications, reservations, adverse remarks or disclaimers made by Secretarial Auditors, in their Audit Report.

Secretarial Standards

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

Corporate Social Responsibility

The Board has constituted Corporate Social Responsibility (CSR) Committee in accordance with Section 135 of the Act. The CSR Policy of the Company, inter alia, list the activities that can be undertaken or supported by the Company for CSR, composition and meetings of CSR Committee, details of existing Charitable trust(s) within the JM Financial Group, annual allocation for CSR activities, areas of CSR projects, criteria for selection of CSR projects, modalities of execution/implementation of CSR activities and the monitoring mechanism of CSR activities/projects. The details of CSR activities are given in Annexure C appended to this Report.

Risk Management

The Company has a well-defined risk management framework in place and robust structure for managing and mitigating risks. The Board of Directors of the Company has constituted Risk Management Committee to monitor and review the risk management plan including functions related to cyber security, assess the risks and measures to mitigate the risks.

Details about development and implementation of risk management policy have been covered in the Management Discussion and Analysis Report.

Internal Financial Control Systems and its Adequacy

The Board has adopted accounting policies which are in line 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. The Audit Committee monitors this system and ensures adequacy of the same. The Statutory Auditors of the Company also provides their opinion on the internal financial control framework of the Company.

During the year under review, no material or serious observation has been highlighted for inefficiency or inadequacy of such controls. The details of adequacy of Internal Financial Controls are given at length in the Management Discussion and Analysis Report.

Material Changes and Commitments affecting the Financial Position of the Company

Significant and Material Orders

During the financial year 2018-19, there were no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and the Companyâs operations in future.

Report on Corporate Governance

Report on Corporate Governance for the financial year ended March 31, 2019 along with the certificate from the Auditors of the Company confirming the compliance with regulations of corporate governance under the Listing Regulations forms part of this Report.

Management Discussion and Analysis Report

In terms of the provisions of Regulation 34 of the Listing Regulations, Management Discussion and Analysis Report forms part of this Report.

Business Responsibility Report

Particulars of Employees and Related Information

As per the provisions of Section 136(1) of the Act, the reports and accounts are being sent to the Members of the Company excluding the information regarding employee remuneration as required pursuant to Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The same is available for inspection by Members at the Registered Office of the Company on all working days except on Saturdays between 2.00 p.m. and 4.00 p.m. up to the date of the Thirty Fourth Annual General Meeting. Any Member interested in obtaining such information may write to the Company Secretary and the same will be furnished on such request.

Particulars of Loans, Guarantees or Investments

Particulars, if any, of investments made, loans and guarantees given and securities provided are given in the Note 40 of the Notes to the standalone financial statements.

Particulars of Contracts or Arrangements with Related Parties

The Board of Directors of the Company has formulated a policy on dealing with Related Party Transactions, pursuant to the applicable provisions of the Act and Listing Regulations. The same is displayed on the website of the Company at www.jmfl.com.

During the year under review, all the related party transactions were entered in the ordinary course of business and on armâs length basis, majority of which were with wholly owned subsidiaries of the Company. All related party transactions as required under Indian Accounting Standards - 24 (Ind AS-24) are reported in Note 40 of Notes to the Standalone Financial Statements and Note 39 of the Notes to the Consolidated Financial Statements of the Company.

Annual Return

Pursuant to the requirements under Section 92(3) and Section 134(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, an extract of Annual Return in prescribed Form MGT-9 is appended as Annexure E to this Report and also uploaded on the website of the Company at www.jmfl.com.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The Company being engaged in the financial services activities, its operations are not energy intensive nor does it 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. Nevertheless, the Company is vigilant on the need for conservation of energy.

During the financial year 2018-19, the Companyâs foreign exchange earnings were Rs. 285.33 Lakh and outgo was Rs. 188.80 Lakh.

The details of the amount spent in foreign exchange is provided in Note 44 and 45 of the Notes to the standalone financial statements forming part of this Report.

Vigil Mechanism/Whistle Blower Policy

The Company has established a vigil mechanism to provide appropriate avenues to the directors and employees to bring to the attention of the Management, their genuine concerns about behavior of employees. Details of Vigil Mechanism/Whistle Blower are included in the report on Corporate Governance.

During the financial year 2018-19, no cases under this mechanism were reported to the Company and/or to any of its subsidiaries/associate.

Maintenance of Cost Records

The maintenance of cost records, for the services rendered by the Company, is not required pursuant to Section 148 (1) of the Companies Act, 2013 read with Rule 3 of the Companies (Cost Records and Audit) Rules, 2014.

Policy for Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace

In accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has formulated the policy and has constituted Internal Complaints Committee to redress any issues related to sexual harassment in the organisation. The provisions related to prevention of sexual harassment are also imbibed in the Companyâs Code of Conduct for employees.

During the year under review, no complaints were received from any of the employees.

Managing Director (MD) and Chief Financial Officer (CFO) Certificate

In terms of the Listing Regulations, the certificate, as prescribed in Part B of Schedule II of the said Regulations, has been obtained from Mr. Vishal Kampani, Managing Director and Mr. Manish Sheth, Chief Financial Officer, for the financial year 2018-19 with regard to the financial statements and other matters. The said certificate forms part of the report on Corporate Governance.

Acknowledgments

The Directors acknowledge the support extended by the Securities and Exchange Board of India, Reserve Bank of India, National Housing Bank, Ministry of Corporate Affairs, Registrar of Companies and all other governmental and regulatory authorities.

The Directors place on record the gratitude for the guidance and support extended by BSE Limited, National Stock Exchange of India Limited, Metropolitan Stock Exchange of India Limited, Multi Commodity Exchange of India Limited, National Commodity and Derivatives Exchange Limited, National Securities Depository Limited, Central Depository Services (India) Limited, Association of Investment Bankers of India, Association of National Exchanges Members of India (ANMI), Bombay Stock Exchange Brokers Forum (BBF) and Association of Mutual Funds of India.

The Directors also place on record their sincere appreciation for the continued support extended by the bankers, financial institutions, lenders and stakeholders and the trust reposed by them in the JM Financial Group.

Recognising the challenging work environment, the Directors also place on record, their appreciation for the dedication and commitment displayed by the employees of the Company and its subsidiaries/associate across all levels.

For and on behalf of the Board of Directors

Place: Mumbai Nimesh Kampani

Date: May 2, 2019 Chairman

Mar 31, 2018

Directorsâ Report

The Members,

The Directors of the Company are pleased to present their Thirty Third Annual Report together with the annual audited consolidated and standalone financial statements for the financial year ended March 31, 2018.

Financial Highlights

The summary of the consolidated and standalone financial highlights for the financial year ended March 31, 2018 and the previous financial year ended March 31, 2017 is given below:

(Rs, in Crore)

	Consolidated		Standalone
Particulars	2017-18	2016-17	2017-18	2016-17
Gross income	3,234.89	2,359.26	244.18	162.95
Profit before depreciation and amortization expenses, finance costs & tax expenses	2,479.29	1,777.01	185.07	147.20
Less: Depreciation and amortization expenses	26.17	23.32	1.02	0.67
Finance costs	1,144.60	781.96	34.54	39.60
Profit before tax	1,308.52	971.73	149.51	106.93
Current tax	444.53	343.75	10.60	-
Deferred tax	(5.64)	(8.50)	3.48	0.14
Tax adjustments of earlier years (net)	(0.53)	(0.41)	(0.73)	0.07
Profit after tax but before minority interest and share in associate company	870.16	636.89	136.16	106.72
Add: Share in profit of associate(s)	1.12	11.98	-	-
Less: Share of minority interest	240.36	178.67	-	-
Net Profit	630.92	470.20	136.16	106.72

Financial Performance Consolidated

The consolidated Gross Income was higher by 37.11% at Rs, 3,234.89 Crore for the financial year ended March 31, 2018 as against Rs, 2,359.26 Crore during the previous financial year. Consolidated Net Profit was higher at Rs, 630.92 Crore for the year ended March 31, 2018 as compared to Rs, 470.20 Crore in the previous year registering an increase of 34.18%.

The consolidated financials reflect the cumulative performance of the Company together with its various subsidiaries and associate company. Detailed description about the business carried on by these entities including the Company is contained in the Management Discussion and Analysis report forming part of this Annual Report.

Standalone

The Gross Income of the Company stood at Rs, 244.18 Crore for the year ended March 31, 2018 as against Rs, 162.95 Crore in the previous year. The Company made a Net Profit of Rs, 136.16 Crore for the year ended March 31, 2018 as compared to the Net Profit of Rs, 106.72 Crore in the previous year. The above Gross Income and Net Profit for the year ended March 31, 2018 also includes the revenue and profit earned by the Company from the recently merged merchant banking and funds management business during the fourth quarter ended on March 31, 2018.

Dividend

The Directors are pleased to recommend a final dividend of Rs, 1.10 per share of the face value of Rs, 1/- each for the financial year 2017-18 (previous year Rs, 0.85 per share). The Company has paid an interim dividend of Rs, 0.70 per equity share of the face value Rs, 1/- each (previous year Rs, 0.65 per share). With the above recommendation, the total dividend is Rs, 1.80 per share (previous year Rs, 1.50 per share) for the said financial year. The total outgo on account of interim and final dividend amounts to Rs, 148.10 Crore for the financial year 2017-18 as against Rs, 119.28 Crore for the previous year.

The final dividend, if declared, at the Thirty Third Annual General Meeting, will be paid on and from Friday, July 20, 2018 to the eligible members.

The Dividend Distribution Policy formulated by the Board pursuant to Regulation 43A of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "the Listing Regulations"), as amended, is appended as Annexure I to this Report.

Appropriations

The following appropriations have been made from the available profits of the Company:

(Rs, in Crore)

Particulars	Consolidated		Standalone
	2017-18	2016-17	2017-18	2016-17
Net Profit	630.92	470.20	136.16	106.72
Add: Balance profit brought forward from previous year	2,052.97	1,768.07	1,024.86	991.61
Less: Transferred to minority interest	(0.04)	(0.08)	-	-
Less: Pursuant to the scheme of amalgamation¹	(261.92)	-	(277.15)	-
Less: Pursuant to the scheme of arrangement²	(17.69)	-	-	-
Profit available for appropriation	2,404.24	2,238.19	883.87	1,098.33
Less: Appropriations
Interim dividend	55.84	51.59	55.84	51.59
Final dividend (F.Y. 2016-17)	67.69	-	67.69	-
Tax on Dividend	25.15	10.51	0.91	0.53
Tax on buy back of shares in subsidiary company	1.18	-	-	-
Transfer to Statutory reserve	112.22	116.87	-	21.35
Transfer to Capital Redemption Reserve	5.80	6.25	-	-
Surplus carried to balance sheet	2,136.36	2,052.97	759.43	1,024.86

Share Capital

During the last quarter of financial year 2017-18, the Company offered equity shares to the Qualified Institutional Buyers (''QIBs'') on private placement basis through Qualified Institutions Placement (''QIPs'') in accordance with provisions of the Companies Act, 2013, as amended from time to time (hereinafter referred to as "the Act") and Chapter VIII of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009. Accordingly, 4,01,22,706 equity shares of face value Rs, 1/- each were allotted to QIBs on February 6, 2018 at an issue price of Rs, 162/per equity share (including premium of Rs, 161/- per equity share) aggregating Rs, 650 Crore. The said equity shares are listed on BSE Limited and National Stock Exchange of India Limited.

The QIP issue proceeds aggregating Rs, 650 Crore is/will be utilized in accordance with the objects stated in the placement document. Pending utilization, the amount of issue proceeds have been invested in Liquid Mutual Funds.

Additionally, during the above year, an aggregate of 32,32,438 equity shares have been allotted upon exercise of stock options by the eligible employees (''the Employees'') under the Employees'' Stock Option Scheme - Series 3 to Series 9.

Consequent to the allotments made as above, the issued, subscribed and paid-up equity share capital of the Company has increased to Rs, 83,78,80,258 (comprising 83,78,80,258 equity shares of Rs, 1/- each) as on March 31, 2018 from Rs, 79,45,25,114 at the end of the previous financial year (comprising 79,45,25,1 14 equity shares of Rs, 1/- each).

Additionally, an aggregate of 8,24,767 equity shares have been allotted on May 2, 2018 to the Employees on exercise of stock options by them under Series 4 to Series 10. Consequent to the said allotment, the paid-up equity share capital of the Company, stands further increased to Rs, 83,87,05,025 representing 83,87,05,025 equity shares of the face value of Rs, 1/- each.

Employeesâ Stock Option Scheme

Out of the total number of stock options so far granted under Series 1 to 10, an aggregate of 2,46,27,931 (up to March 31, 2018) stock options have been exercised by the Employees and 1,47,13,216 stock options have lapsed. The aggregate number of stock options outstanding as on March 31, 2018 are 49,99,654.

The Nomination and Remuneration Committee of the Board, at its meeting held on April 12, 2018, has granted 18,48,018 stock options to the Employees under the Employees Stock Option Scheme - Series 11.

Summary of information on the Employee Stock Option Scheme required to be made in accordance with SEBI (Share Based Employee Benefits) Regulations, 2014 read with SEBI Circular No. CIR/CFD/POLICY CELL/2/2015 dated June 16, 2015 and Section 62(1) of the Act read with Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 is disclosed in Annexure II to this Report.

Deposits

During the year under review, the Company has neither invited nor accepted any deposits from the public.

Restructuring of Entities within the Group through the Schemes of Amalgamation and Arrangement

In continuation of our intimation in the report of the previous financial year, we are pleased to report to the Members that our restructuring exercise has been completed with the amalgamation of the erstwhile Wholly Owned Subsidiaries viz., the JM Financial Institutional Securities Limited and JM Financial Investment Managers Limited, with JM Financial Limited. The institutional equities division of JM Financial Institutional Securities Limited was demerged into JM Financial Securities Limited (re-named as JM Financial Institutional Securities Limited).

The Appointed Dates for the above arrangement and amalgamation were December 31, 2017 and January 1, 2018 respectively. The effective date was January 18, 2018, being the date on which the certified copy each of the Orders of Scheme of Amalgamation and the Scheme of Arrangement, as sanctioned by the Hon''ble National Company Law Tribunal, Mumbai Bench, was filed with the Registrar of Companies, Maharashtra. With this restructuring, the Company has become an operating cum holding company.

Subsidiaries and Associate

As on March 31, 2018, the Company has 15 subsidiaries (including step down subsidiaries), a partnership firm and an associate company. These subsidiaries, partnership firm and associate are as under:

Subsidiaries

1. JM Financial Services Limited

2. J M Financial Institutional Securities Limited (formerly known as JM Financial Securities Limited).

3. JM Financial Capital Limited

4. JM Financial Commtrade Limited

5. JM Financial Overseas Holdings Private Limited (Mauritius)

6. JM Financial Singapore Pte Limited (Singapore)

7. â M Financial Securities, Inc. (Delaware - United States of America)

8. JM Financial Products Limited

9. JM Financial Credit Solutions Limited

10. JM Financial Home Loans Limited

11. JM Financial Asset Reconstruction Company Limited

12. Infinite India Investment Management Limited

13. JM Financial Asset Management Limited

14. JM Financial Properties and Holdings Limited

15. CR Retail Malls (India) Limited Partnership Firm

Astute Investments, a partnership firm in which JM Financial Services Limited and JM Financial Commtrade Limited, the wholly owned subsidiaries of the Company are partners.

Associate Company

JM Financial Trustee Company Private Limited.

In accordance with Section 129(3) of the Act and Regulation 34 of Listing Regulations, the consolidated financial statements of the Company and all its subsidiary/associate companies have been prepared and are forming part of the Annual Report. A statement containing salient features of the financial statements of subsidiary and associate companies is stated in Form AOC-1, forming part of this Annual Report.

The Annual Report of the Company, containing, inter alia, its standalone and the consolidated financial statements is uploaded on the website of the Company viz., www.jmfl.com in accordance with third proviso to Section 136(1) of the Act.

The audited financial statements of each of the subsidiaries have also been placed on the website of the Company. Members interested in obtaining a copy of the audited financial statements of subsidiary companies may write to the Company Secretary at the Company''s Registered Office. The Company will make available, the audited financial statements and related information of its subsidiaries, to those Members who wish to have copies of the same and these documents will also be kept open for inspection by Members at the Registered Office of the Company on all working days, except Saturdays, between 2.00 p.m. and 4.00 p.m. up to the date of the Thirty Third Annual General Meeting.

Awards and Recognition

During the year, the Company was conferred with following awards and recognitions:

- Ranked 45th in "India''s Great Mid-Size Work Places 2017" conducted by The Great Place to Work Institute, India in partnership with The Economic Times.

Also, during the year, various subsidiaries of the Company were conferred with the following awards and recognitions:

JM Financial Services Limited

- At BSE Awards-2017, recognized amongst:

- Top Performer in Primary Market Segment (Equity -IPO/FPO Bids - Members).

- Top Performer in Equity Broking Segment (Retail Trading).

- Top National Distributors in Mutual Fund Segment.

- National Stock Exchange of India Limited awarded JM Financial Services Limited as Market Achievers in the ''Highest IPO Bidding - Non Institutional'' category.

- The Great Place to Work Institute recognized JM Financial Services Limited as the "Best Large-Size companies to Work" in the Investments Category.

JM Financial Asset Management Limited

- Ranked 30th in "India''s Great Mid-Size Work Places 2017" conducted by The Great Place to Work Institute, India in partnership with The Economic Times.

Board of Directors and Key Managerial Personnel

The Company has eight Directors on its Board comprising six Independent Directors and two Non-independent Directors, one of whom is the Managing Director and other a Non-executive

Director and the Chairman.

Mr. Vishal Kampani, Managing Director is a Key Managerial Personnel (KMP) within the meaning of Section 203(1) of the Act. Mr. Prashant Choksi and Mr. Manish Sheth are the other KMPs, being the Company Secretary and the Chief Financial Officer respectively.

Mr. Nimesh Kampani, a Non-Executive Director will retire by rotation at the Thirty Third Annual General Meeting of the Company to enable compliance by the Company with the provisions of Section 152 of the Act. Being eligible, Mr. Kampani has offered himself for re-appointment at the ensuing Annual General Meeting.

Declarations By Independent Directors

All the Independent Directors have confirmed to the Board that they meet the criteria of independence as specified under Section 149(6) of the Act and that they qualify to be independent directors pursuant to the Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014. They have also confirmed that they meet the requirements of ''Independent Director'' as mentioned under Regulation 16(1)(b) of the Listing Regulations.

The above confirmations were placed before the Board and duly noted.

Board Meetings

The Board meets at regular intervals to, inter-alia, discuss about the Company''s policies and strategy apart from other Board matters. The tentative annual calendar of the Board and Committee meetings is circulated in advance to enable the Directors to plan their schedule and to ensure participation in the meetings. The notice for the Board/Committee meetings is also given in advance to all the Directors.

The details about the Board/Committee meetings is given at length in Report on Corporate Governance forming part of this Annual Report.

Policies on Directorsâ Appointment and Remuneration

The Policies of the Company on Directors'' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of Section 178 of the Act, are appended as Annexure III(a) and III(b) to this Report.

Evaluation of Board Of Directors

The Board carried out formal annual evaluation of its own performance and that of its Committees viz., the Audit Committee, Stakeholders'' Relationship Committee, Nomination and Remuneration Committee (NRC) and Corporate Social Responsibility Committee. The Board also carried out the performance evaluation of all the individual directors including the Chairman of the Company. Additionally, NRC also carried out the evaluation of the performance of all the individual directors and Chairman of the Company. The performance evaluation was carried out by way of obtaining feedback from the Directors through a structured questionnaire prepared in accordance with the policy adopted by the Board and after taking into consideration the Guidance Note on Board Evaluation issued by Securities and Exchange Board of India.

The structured questionnaire prepared to evaluate the performance of individual directors and the Chairman, inter alia, contained parameters such as professional conduct, roles and functions, discharge of duties and their contribution to Board/ Committees/Senior Management. The questionnaire prepared for evaluation of the Board and its Committees, inter alia, covered various aspects such as structure and composition, effectiveness of board process, information and roles, responsibilities and functioning of the Board and its Committees, establishment and determination of responsibilities of Committees, the quality of relationship between the board and the management and professional development.

The feedback received from the Directors through the above questionnaire was reviewed by the Chairman of the Board and the Chairman of the NRC and then discussed the same at the meetings of the Board and NRC respectively. The performance evaluation of the Chairman, Managing Director and the Board as a whole was carried out by the Independent Directors at their separate meeting held on December 18, 2017.

Board Committees

The Board of Directors has constituted five Committees, viz,

1. Audit Committee

2. Stakeholders'' Relationship Committee

3. Nomination and Remuneration Committee

4. Corporate Social Responsibility Committee

5. Allotment Committee

Details of all the Committees along with their composition, terms of reference and meetings held during the year are provided in the Report on Corporate Governance which forms part of this Report.

Additionally, during the year under review, the Board of Directors also constituted a Committee of Directors comprising Mr. Nimesh Kampani, Mr. Vishal Kampani, Mr. Darius E Udwadia, and Mr. E A Kshirsagar for the sole purpose of considering various matters pertaining to the issuance of securities, on a private placement basis, to the Qualified Institutional Buyers through Qualified Institutional Placement in accordance with the applicable SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009.

Directorsâ Responsibility Statement

Pursuant to the requirements under Section 134(3)(c) read with Section 134(5) of the Act with respect to Directors'' Responsibility Statement, the Directors hereby 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 judgments 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 and loss of the Company for that period;

(c) a roper 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 were operating effectively; and

(f) a roper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Statutory Auditors

Deloitte Haskins & Sells LLP, Chartered Accountants, who are the Statutory Auditors of the Company, hold office, in accordance with the provisions of the Act, for a period of five years from the conclusion of the Thirty Second Annual General Meeting (AGM) until the conclusion of the Thirty Seventh AGM.

In accordance with Section 139 of the Act and the Companies (Audit and Auditors) Rules, 2014, the appointment of Statutory Auditors needs to be ratified by the members at every AGM. The Company has received a confirmation from Deloitte Haskins & Sells LLP that their appointment, if ratified, at the Thirty Third AGM will be in accordance with Sections 139 and 141 of the Act and rules made there under. Accordingly, the Members are requested to ratify the appointment of the Statutory Auditors at the Thirty Third AGM.

Comments on Auditorsâ Report

There are no qualifications, reservations, adverse remarks or disclaimers made by the Statutory Auditors, in their Audit Report. The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company during the financial year 2017-18.

Secretarial Audit

Pursuant to the requirements of Section 204 of the Act and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit Report as received from M/s. N L Bhatia & Associates, Company Secretaries in Practice, is appended as Annexure IV to this Report. There are no qualifications, reservations, adverse remarks or disclaimers made by the Secretarial Auditors, in their Audit Report.

Secretarial Standards

The Company complies with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

Corporate Social Responsibility

The Board has constituted Corporate Social Responsibility (CSR) Committee in accordance with Section 135 of the Act. The CSR Policy of the Company, inter alia, lists the activities that can be undertaken or supported by the Company for CSR, composition and meetings of CSR Committee, details of existing Charitable trusts within the JM Financial Group, annual allocation for CSR activities, areas of CSR projects, criteria for selection of CSR projects, modalities of execution/ implementation of CSR activities and the monitoring mechanism of CSR activities/projects. The details of CSR activities undertaken by the Company are described in the prescribed format and are appended as Annexure V to this Report.

Risk Management and Internal Controls

The Company has a well-defined risk management framework in place. Further, it has established procedures to periodically place before the Board, the risk assessment, management and mitigation measures.

The details of the risks faced by the Company and the mitigation thereof are discussed in detail in the Management Discussion and Analysis report.

Material Changes and Commitments Affecting the Financial Position of the Company

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 of the Company to which the financial statements relate and the date of this Report.

Details of Significant and Material Orders

During the financial year 2017-18, there were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the Company''s operations in future.

Reports on Corporate Governance and Management Discussion and Analysis

The reports on Corporate Governance and Management Discussion and Analysis for the year under review, as stipulated under Regulation 34 of the Listing Regulations forms part of this Annual Report. The certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance is annexed to the Report on Corporate Governance.

Business Responsibility Report

The Business Responsibility Report in terms of Regulation 34(2) of the Listing Regulations, describing the initiatives taken by the Company from an environmental, social and governance perspective forms part of this Report.

Particulars of Employees and Related Information

As per the provisions of Section 136(1) of the Act, the reports and accounts are being sent to all the Members of the Company excluding the statement regarding employee remuneration as required pursuant to Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The same is available for inspection by Members at the Registered Office of the Company on all working days, except Saturdays, between 2.00 p.m. and 4.00 p.m. up to the date of the Thirty Third Annual General Meeting. Any Member interested in obtaining such information may write to the Company Secretary and the same will be furnished on such request.

Particulars of Loans, Guarantees or Investments

Particulars of investments made, loans given, guarantees given and securities provided, if any, are given in the Notes to Standalone Financial Statements of the Company.

Particulars of Contracts or Arrangements with Related Parties

The related party transactions that were entered into during the financial year were on arm''s length basis and in ordinary course of business. Pursuant to Section 134(3)(h) read with Rule 8(2) of the Companies (Accounts) Rules, 2014, there are no related party transactions that are required to be reported under Section 188(1) of the Act, as prescribed in Form AOC-2.

All related party transactions as required under Accounting Standards AS-18 are reported in Annexure ''I'' to note 2.39 of the Notes to the Standalone Financial Statement and Annexure ''II'' to note 2.35 of the Notes to the Consolidated Financial Statement of the Company.

The Board of Directors of the Company has formulated a policy on materiality of Related Party Transactions and also on dealing with Related Party Transactions pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations. The same is displayed on the website of the Company at www.jmfl.com.

Extract of Annual Return

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The particulars regarding Conservation of Energy and Technology Absorption are not furnished since they are not applicable to the Company.

During the financial year 2017-18, the Company''s foreign exchange earnings was Rs, 1,94,08,675 and outgo was Rs, 82,14,044.

The details of the amount spent in foreign exchange is provided at note number 2.35 and 2.36 of the Notes to the Standalone Financial Statement which forms part of the audited annual accounts.

Vigil Mechanism/Whistle Blower Policy

The Company has established a vigil mechanism to provide appropriate avenues to the Directors and employees to bring to the attention of the Management, their genuine concerns about behavior of employees. Details of Vigil Mechanism/Whistle Blower are included in the Report on Corporate Governance.

During the financial year 2017-18, no cases under this mechanism were reported to the Company and/or to any of its subsidiaries/associate.

Policy for Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace

The Company''s policy for prevention of sexual harassment is embodied both in the Code of Conduct of JM Financial Group as also in a specific policy i n accordance with T he Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the financial year 2017-18, no cases in the nature of sexual harassment were reported at any workplace of the Company or any of its subsidiaries/associate.

CEO & CFO Certification

In terms of Regulation 17(8) of the Listing Regulations, a certificate as prescribed in part B of Schedule II of the said Regulations, from Mr. Vishal Kampani, Managing Director and Mr. Manish Sheth, Chief Financial Officer, for the financial year 2017-18 with regard to financial statements and other matters as required under the Listing Regulations forms part of the Report on Corporate Governance.

Acknowledgements

The Directors acknowledge the support extended by the Reserve Bank of India, Securities and Exchange Board of India, National Housing Bank, Ministry of Corporate Affairs, Registrar of Companies and all other governmental and regulatory authorities.

The Directors place on record the gratitude for the guidance and support extended by BSE Limited, National Stock Exchange of India Limited, Metropolitan Stock Exchange of India Limited, Multi Commodity Exchange, National Commodity and Derivatives Exchange Limited, National Securities Depository Limited, Central Depository Services (India) Limited, Association of Investment Bankers of India and Association of Mutual Funds of India.

The Directors also place on record their sincere appreciation for the continued support extended by the bankers, financial institutions, lenders and stakeholders; and the trust reposed by them in the JM Financial Group.

Recognizing the challenging work environment, the Directors also place on record, their appreciation for the dedication and commitment displayed by the employees of the Company and its subsidiaries/associate across all levels.

For and on behalf of the Board of Directors

Place: Mumbai Nimesh Kampani

Date: May 2, 2018 Chairman

Mar 31, 2017

The Members,

The Directors of the Company are pleased to present their Thirty Second Annual Report together with the annual audited consolidated and standalone financial statements for the financial year ended March 31, 2017.

FINANCIAL HIGHLIGHTS

The summary of the consolidated and standalone financial highlights for the financial year ended March 31, 2017 and the previous financial year ended March 31, 2016 is given below:

(Rs. in Crore)

Particulars	Consolidated		Standalone
Particulars	2016-17	2015-16	2016-17	2015-16
Gross income	2,359.26	1,684.66	162.95		157.77
Profit before depreciation and amortisation expenses, finance costs & tax expenses	1,777.01	1,225.23	147.20		139.64
Less: Depreciation and amortisation expenses	23.32	20.29	0.67		0.38
Finance costs	781.96	512.09	39.60		27.15
Profit before tax	971.73	692.85	106.93		112.11
Current tax	343.75	224.48	-		0.10
Deferred tax	(8.50)	(2.03)	0.14		(0.24)
Tax adjustments of earlier years (net)	(0.41)	(0.01)	0.07		-
Profit after tax but before minority interest and share in associate companies	636.89	470.41	106.72		112.25
Less: Share of minority interest	178.67	125.28	-		-
Add: Share in profit of associates	11.98	55.33	-		-
Net Profit	470.20	400.46	106.72		112.25

FINANCIAL PERFORMANCE

Consolidated

The consolidated turnover of JM Financial Group was higher by 40% at Rs.2,359.26 Crore for the financial year ended March 31, 2017 as against Rs.1,684.66 Crore during the previous financial year. The Group made a consolidated net profit of Rs.470.20 Crore for the year ended March 31, 2017 as compared to the net profit of Rs.400.46 Crore in the previous year registering an increase of 17%.

The consolidated financials reflect the cumulative performance of JM Financial Limited along with its various subsidiaries and associates. Detailed description about the business carried on by these entities is contained in the Management Discussion and Analysis report.

Standalone

Being a Core Investment Company, most of the Companyâs investments are in the securities of subsidiary and associate companies. Accordingly most of its revenue on standalone basis is in nature of dividend income on investments in subsidiary companies.

The gross revenue of the Company stood at Rs.162.95 Crore for the year ended March 31, 2017 as against Rs.157.77 Crore in the previous year. The Company made a net profit of Rs.106.72 Crore for the year ended March 31, 2017 as compared to the net profit of Rs.112.25 Crore in the previous year.

DIVIDEND

The Directors are pleased to recommend a final dividend of Rs.0.85 per share of the face value of Rs.1/- each for the financial year 2016-17 (previous year Rs.0.85 per share). The Company has paid an interim dividend of Rs.0.65 per equity share of the face value Rs.1/- each (previous year Rs.0.60 per share). With the above recommendation, the total dividend works out to Rs.1.50 per share (previous year Rs.1.45 per share). The total outgo on account of interim and final dividend would be Rs.119.28 Crore for the financial year 2016-17 as against Rs.114.45 Crore in the previous year.

The final dividend, if declared, at the Thirty Second Annual General Meeting, will be paid on and from July 27, 2017 to the eligible Members.

Pursuant to Regulation 43A of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter called âthe Listing Regulationsâ), the Company has formulated Dividend Distribution Policy. The said policy is appended as Annexure I to this Report.

APPROPRIATIONS

The following appropriations have been made from the available profits of the Company:

(Rs. in Crore)

Particulars	Consolidated		Standalone
Particulars	2016-17	2015-16	2016-17	2015-16
Net Profit	470.20	400.46	106.72	112.25
Add: Balance profit brought forward from previous year	1,768.07	1,597.08	991.61	1,016.67
Less: Transferred to minority interest	(0.08)	(0.08)	-	-
Profit available for appropriation	2,238.19	1,997.46	1,098.33	1,128.92
Less: Appropriations
Interim dividend	51.59	47.33	51.59	47.33
Proposed final dividend	#	67.12	#	67.12
Dividend distribution tax	10.51	18.96	0.53	0.40
Transfer to Statutory reserve	116.87	95.98	21.35	22.46
Transfer to Capital redemption reserve	6.25	-	-	-
Surplus carried to balance sheet	2052.97	1,768.07	1,024.86	991.61

# As per the requirements of revised AS 4, the Company is not required to provide for dividend proposed after the balance sheet date. Consequently, no provision has been made in respect of the final dividend recommended by the Board of Directors for the year ended March 31, 2017.

SHARE CAPITAL

Issue of shares arising out of Employee Stock Option Scheme

During the financial year 2016-17, an aggregate of 55,39,478 equity shares have been allotted upon exercise of stock options by the eligible employees (âthe Employeesâ) under the Employeesâ Stock Option Scheme -Series 3 to Series 8.

Consequent to the allotment made to the Employees as above, the paid-up equity share capital of the Company has increased to Rs.79,45,25,114 (comprising 79,45,25,114 equity shares of Rs.1/each) as on March 31, 2017 from Rs.78,89,85,636 as at the end of the previous financial year (comprising 78,89,85,636 equity shares of Rs.1/- each).

Additionally, an aggregate of 18,42,618 equity shares have been allotted on May 2, 2017 to the Employees on exercise of stock options by them under Series 3 to Series 8. Subsequent to the said allotment, the paid-up equity share capital of the Company has increased post March 31, 2017 to Rs.79,63,67,732 representing 79,63,67,732 equity shares of the face value of Rs.1/- each.

EMPLOYEESâ STOCK OPTION SCHEME

Out of the total number of stock options so far granted under Series 1 to 9, an aggregate of 2,13,69,736 (up to March 31, 2017) stock options have been exercised by the Employees and 1,45,84,135 stock options have lapsed. The aggregate number of stock options outstanding as on March 31, 2017 is 60,67,294.

The Nomination and Remuneration Committee, at its meeting held on April 20, 2017, has further granted 23,19,636 stock options to the Employees under the Employees Stock Option Scheme -Series 10.

The disclosures required to be made under applicable SEBI Regulations/Guidelines and Section 62(1) of the Companies Act, 2013 (hereinafter called âthe Actâ) read with Rule 12(2) of the Companies (Share Capital and Debentures) Rules, 2014 are covered in Annexure II to this Report.

DEPOSITS

During the year under review, the Company has neither invited nor accepted any deposits from the public.

SUBSIDIARIES AND ASSOCIATES

As on March 31, 2017, the Company had 16 subsidiaries (including step down subsidiaries), one partnership firm and one associate company. These subsidiaries, partnership firm and associate are:

Subsidiary Companies

1. JM Financial Institutional Securities Limited

2. JM Financial Services Limited

3. JM Financial Commtrade Limited

4. JM Financial Overseas Holdings Private Limited (Mauritius)

5. JM Financial Singapore Pte Limited (Singapore)

6. JM Financial Securities, Inc. (Delaware - United States of America)

7. JM Financial Capital Limited

8. JM Financial Products Limited

9. JM Financial Asset Reconstruction Company Limited (w.e.f. September 30, 2016)

10. JM Financial Home Loans Limited (w.e.f. December 16, 2016)

11. JM Financial Credit Solutions Limited

12. JM Financial Investment Managers Limited

13. Infinite India Investment Management Limited

14. JM Financial Asset Management Limited

15. JM Financial Properties and Holdings Limited

16. CR Retail Malls (India) Limited Partnership Firm

17. Astute Investments, a partnership firm in which JM Financial Services Limited and JM Financial Commtrade Limited, subsidiaries of the Company are partners.

Associate Company

18. JM Financial Trustee Company Private Limited

JM Financial Insurance Broking Private Limited, a subsidiary company was voluntarily wound up during the financial year 2016-17.

In accordance with Section 129(3) of the Act and Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (âthe Listing Regulationsâ) the consolidated financial statements of the Company and all its subsidiary/ associate companies have been prepared and form part of the Annual Report. A statement containing salient features of the financial statements of subsidiary and associate companies is also provided in the Annual Report at page no. 164 and 165.

The Company will make available, the audited financial statements and related information of its subsidiaries, to those members who wish to have copies of the same and these documents will also be kept open for inspection by members at the registered office of the Company on all working days, except Saturdays, between 2.00 p.m. and 4.00 p.m. up to the date of the Thirty Second Annual General Meeting.

RESTRUCTURING OF ENTITIESWITHIN THE GROUP THROUGH SCHEME(S) OF AMALGAMATION AND ARRANGEMENT

The Board, at its meeting held today, has approved restructuring of the entities within the Group whereby two of the Companyâs Wholly Owned Subsidiaries, viz., JM Financial Institutional Securities Limited and JM Financial Investment Managers Limited would be merged with the Company subject to all the necessary approvals including the regulatory approvals as may be required.

The above restructuring would be carried out through the Scheme(s) of amalgamation/arrangement/merger/demerger as will be in the best interests of the Company.

AWARDS AND RECOGNITION

The following subsidiaries of the Company have been conferred the awards and recognition during the year as per the details given below:

JM Financial Services Limited

- The BSE Ltd., at BSE Awards-2016 recognized and awarded JM Financial Services Limited as:

- Top Performer in Primary Market Segment (IPO/FPO Bids members)

- Top Performer in Sovereign Gold Bonds

- Ranked 1st in the Investments Category amongst âIndiaâs Best Companies To Work For 2016â at the Great Places To Work For 2016 conducted by The Great Place to Work Institute,.

- Awarded for Best Performing National Financial Advisor (Institutional) at the UTI MF & CNBC-TV18âs Financial Advisor Awards 2016.

- The National Stock Exchange of India Limited recognized JM Financial Services Limited amongst Top Performers in the Cash Segment for the year 2015-16.

JM Financial Institutional Securities Limited

- Emerged as QIP Dealmaker in the Business World-PWC I-banking Survey 2016.

JM Financial Asset Management Limited

- Ranked amongst âIndiaâs 100 Best Companies to Work for 2016â at the Great Places To Work For 2016 conducted by The Great Place to Work Institute, India in partnership with The Economic Times.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year, Mr. Nimesh Kampani voluntarily retired from executive role as Managing Director of the Company from the close of business hours on September 30, 2016 on turning 70 years of age. Mr. Kampani continues as Non-executive Chairman of the Company and JM Financial Group with effect from October 1, 2016.

Mr. Kampani demonstrated exemplary leadership and business acumen during his tenure as Managing Director of the Company. The businesses in the JM Financial Group have immensely benefited from Mr. Kampaniâs vast experience, knowledge and insight of the financial markets.

The Directors place on record their deep appreciation for valuable contribution made by Mr. Kampani during his tenure as Managing Director of the Company.

Pursuant to recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company, at its meeting held on September 23, 2016, unanimously appointed Mr. Vishal Kampani as Managing Director of the Company for a period of five years with effect from October 1, 2016 subject to approval of the Members at the ensuing Annual General Meeting (AGM). Mr. Vishal Kampani is a relative (son) of Mr. Nimesh Kampani.

We are pleased to report that the transition of duties and responsibilities from Mr. Nimesh Kampani to Mr. Vishal Kampani has been extremely smooth and successful.

The necessary resolution for the appointment of Mr. Vishal Kampani along with his brief profile and Additional Information required under the Listing Regulations is included in the notice convening the Thirty Second AGM of the Company for shareholdersâ approval.

Mr. Vishal Kampani is also the Managing Director of JM Financial Products Limited, a material subsidiary of the Company and draws remuneration from the said subsidiary.

As on March 31, 2017, the Company had eight Directors on its Board comprising six Independent Directors, the Managing Director and a Non-executive Director.

Mr. Vishal Kampani, Managing Director is the Key Managerial Personnel (KMP) within the meaning of Section 203(1) of the Act. Mr. Prashant Choksi and Mr. Manish Sheth are the other KMPs designated as the Company Secretary and the Chief Financial Officer (CFO) respectively.

DECLARATIONS GIVEN BY INDEPENDENT DIRECTORS

The above confirmations were placed before the Board and noted by it.

BOARD MEETINGS

The Board meets at regular intervals to discuss the Companyâs policies and strategy apart from other Board matters. The tentative annual calendar of the Board and Committee meetings is circulated in advance to facilitate the Directors to plan their schedule and to ensure participation in the meetings. The notice for the Board/Committee meetings is also given well in advance to all the Directors.

The Board of Directors met six times in the financial year 2016-17 viz., on May 13, 2016; August 2, 2016; September 23, 2016; October 28, 2016; December 20, 2016; and January 23, 2017. The maximum time period between the two board meetings did not exceed 120 days.

POLICIES ON DIRECTORSâ APPOINTMENT AND REMUNERATION

The Policies of the Company on Directorsâ appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of Section 178 of the Act, are appended as Annexure III(a) and III(b) to this Report.

EVALUATION OF BOARD OF DIRECTORS

The Board carried out formal annual evaluation of its own performance and that of its Committees viz., the Audit Committee, Stakeholdersâ Relationship Committee, Nomination and Remuneration Committee (NRC), Corporate Social Responsibility Committee and the Allotment Committee. The Board also carried out the evaluation of all the individual directors. Additionally, NRC also carried out the evaluation of the performance of all the individual directors of the Company. The performance evaluation was carried out by way of obtaining feedback from the Directors through a structured questionnaire prepared in accordance with the policy adopted by the Board and the Guidance Note on Board Evaluation issued by SEBI vide its circular dated January 5, 2017 separately for individual directors, for the Board as a whole and its various Committees.

The structured questionnaire prepared to evaluate the performance of individual directors contained, inter alia, parameters such as professional conduct, roles and functions, discharge of duties, and their contribution to Board/ Committees/ Senior Management. The questionnaire prepared for evaluation of the Board and its Committees, inter alia, covered various aspects such as structure and composition, effectiveness of board process, information and roles, responsibilities and functioning of the Board and its Committees, establishment and determination of responsibilities of Committees, the quality of relationship between the board and the management and professional development.

The feedback received from the Directors in the above forms was reviewed by the Chairman of the Board and the Chairman of the NRC and then discussed the same at the meetings of the Board and NRC. The performance evaluation of the Chairman, Managing Director and the Board as a whole was carried out by the Independent Directors at their separate meeting held on December 20, 2016.

BOARD COMMITTEES

The Board of Directors has constituted five Committees, viz,

1. Audit Committee

2. Stakeholdersâ Relationship Committee

3. Nomination and Remuneration Committee

4. Corporate Social Responsibility Committee

5. Allotment Committee

Details of all the Committees along with their composition, terms of reference and meetings held during the year are provided in Report on Corporate Governance.

DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 134(3)(c) read with Section 134(5) of the Act with respect to Directorsâ Responsibility Statement, the Directors hereby confirm that:

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

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

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

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

STATUTORY AUDITORS

In terms of the provisions of Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014, an audit firm can hold office as statutory auditors for two terms of five consecutive years each i.e., for a maximum period of ten years. They can be re-appointed after a cooling period of five years thereafter. In computing the period of ten years, the period for which the statutory auditors would have held office before the commencement of the Act i.e., before April 1, 2014 is also to be taken into account.

M/s. Khimji Kunverji & Co., has been acting as the statutory auditors of the Company for more than ten years and to comply with the provisions of the Act, a new auditor must be appointed in their place to act as Statutory Auditors after the conclusion of Thirty Second AGM. The Board of Directors, at its meeting held on May 2, 2017, has therefore recommended the appointment of Deloitte Haskins and Sells LLP, Chartered Accountants, Mumbai, as the Statutory Auditors of the Company in place of M/s. Khimji Kunverji & Co., to hold office from the conclusion of the ensuing AGM until the conclusion of the Thirty Seventh AGM of the Company, subject to ratification by the Members at every AGM. The resolution seeking shareholdersâ approval on this item is included in the Notice convening the AGM.

The Company has received a confirmation from Deloitte Haskins and Sells LLP that their appointment, if made, at the Thirty Second AGM will be in accordance with Sections 139 and 141 of the Act and Rules made thereunder. Accordingly, the Members are requested to approve the appointment of the Statutory Auditors at the Thirty Second AGM. The Board, on the recommendation made by the Audit Committee, has also approved the payment of audit fees of Rs.13 lakh to the new auditors for the year 2017-18.

SECRETARIAL AUDIT

Pursuant to the requirements of Section 204(1) of the Act and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. N L Bhatia & Associates, Company Secretary in Practice to conduct the secretarial audit for the financial year 2016-17.

The Secretarial Audit Report as received from M/s. N L Bhatia & Associates is appended as Annexure IV to this Report.

COMMENTS ON AUDITORSâ REPORT

There are no qualifications, reservations, adverse remarks or disclaimers made by the Statutory Auditors, in their Audit Report or by M/s. N L Bhatia & Associates, Company Secretary in Practice, in their Secretarial Audit Report. The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company during the financial year 2016-17.

CORPORATE SOCIAL RESPONSIBILITY

The Board has constituted Corporate Social Responsibility (CSR) Committee in accordance with Section 135 of the Act. The CSR Policy of the Company, inter alia, lists the activities that can be undertaken or supported by the Company for CSR, composition and meetings of CSR Committee, details of existing Charitable trusts within the JM Financial group, annual allocation for CSR activities, areas of CSR projects, criteria for selection of CSR projects, modalities of execution/implementation of CSR activities and the monitoring mechanism of CSR activities/projects. The details of CSR activities undertaken by the Company are described in the prescribed format and are appended as Annexure V to this Report.

RISK MANAGEMENT AND INTERNAL CONTROLS

The Company has a well-defined risk management framework in place. Further, it has established procedures to periodically place before the Board, the risk management and assessment measures.

The details of the risks faced by the Company and the mitigation thereof are discussed in detail in the Management Discussion and Analysis report.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS

During the financial year 2016-17, there were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companyâs operations in future.

REPORTS ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS

The reports on Corporate Governance and Management Discussion and Analysis for the year under review, as stipulated under Regulation 34 of the Listing Regulations forms part of this Report. The certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance is annexed to the Report on Corporate Governance.

BUSINESS RESPONSIBILITY REPORT

The Business Responsibility Report in terms of Regulation 34(2) of the SEBI Listing Regulations, describing the initiatives taken by the Company from an environmental, social and governance perspective forms part of this Annual Report.

PARTICULARS OF EMPLOYEES AND RELATED INFORMATION

In accordance with the provisions of Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement containing the disclosures pertaining to remuneration and other details as required under the Act and the above Rules are provided in the Annual Report. The disclosures as specified under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are appended to this Report as Annexure VI.

As per the provisions of Section 136 (1) of the Act, the reports and accounts are being sent to all the Members of the Company excluding the information regarding employee remuneration as required pursuant to Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The same is available for inspection by Members at the registered office of the Company on all working days except Saturdays, between 2.00 p.m. and 4.00 p.m. up to the date of the Thirty Second AGM. Any Member interested in obtaining such information may write to the Company Secretary and the same will be furnished on such request.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The particulars of loans, guarantees or investments under Section 186 of the Act are not furnished since the provisions of Section 186 of the Act are not applicable to the Company pursuant to subsection 11 thereof.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Act, as prescribed in Form AOC - 2 are appended as Annexure VII to this Report.

EXTRACT OF ANNUAL RETURN

Pursuant to the requirements under Sections 92(3) and 134(3) of the Act read with Rule 12 of Companies (Management and Administration) Rules, 2014, an extract of Annual Return in prescribed Form MGT-9 is appended as Annexure VIII to this Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars regarding Conservation of Energy and Technology Absorption are not furnished since they are not applicable to the Company.

During the year, the Company has not earned any foreign exchange on standalone basis; the details of the amount spent in foreign exchange is provided at note number 2.31 of the notes to the standalone financial statements which forms part of the audited annual accounts.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has established a vigil mechanism to provide appropriate avenues to the Directors and employees to bring to the attention of the Management, their genuine concerns about behaviour of employees, the details of which are included in the Report on Corporate Governance.

During the financial year 2016-17, no cases under this mechanism were reported to the Company and/or to any of its subsidiaries/ associate.

POLICY FOR PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Companyâs policy for prevention of sexual harassment is embodied both in the Code of Conduct of JM Financial Group as also in a specifically written policy in accordance with The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the financial year 2016-17, no cases in the nature of sexual harassment were reported at any workplace of the Company or any of its subsidiaries/associate.

CEO & CFO CERTIFICATION

Certificate from Mr. Vishal Kampani, Managing Director and Mr. Manish Sheth, Chief Financial Officer, pursuant to Regulation 17(8) of the Listing Regulations for the financial year 2016-17 was placed before the Board of Directors of the Company at its meeting held on May 2, 2017 and also forms part of Report on Corporate Governance.

ACKNOWLEDGEMENTS

The Directors wish to place on record their sincere gratitude to the Reserve Bank of India, Securities and Exchange Board of India, BSE Limited, National Stock Exchange of India Limited, Ministry of Finance, Ministry of Corporate Affairs, Registrar of Companies, National Securities Depository Limited, Central Depository Services (India) Limited, Metropolitan Stock Exchange of India Limited, National Commodity and Derivatives Exchange Limited, National Housing Bank, other government and regulatory authorities, lenders, financial institutions and the bankers of JM Financial group for the continued support provided by them.

The Directors also place on record their sincere appreciation for the continued support extended by the Companyâs stakeholders and trust reposed by them in the Company. The Directors sincerely appreciate the commitment displayed by the employees of the Company and its subsidiaries/associate across all levels, resulting in satisfactory performance during the year.

For and on behalf of the Board of Directors

Place: Mumbai Nimesh Kampani

Date: May 2, 2017 Chairman

Mar 31, 2015

The Members,

The Directors of the Company take pleasure in presenting their Thirtieth Annual Report together with the annual audited financial statements for the financial year ended March 31,2015.

FINANCIAL RESULTS

The summary of the Company''s financial performance, both on a consolidated and standalone basis, for the financial year 2014-15 as compared to the previous financial year 2013-14 is given below:

(Rs. in Crore) Consolidated Standalone Particulars 2014-15 2013-14 2014-15 2013-14

Gross income 1,403.04 1,006.67 104.54 87.16

Profit before depreciation and amortisation expenses, finance 955.16 603.23 88.49 75.27 costs & tax expenses

Less: Depreciation and amortisation expenses 18.05 15.24 0.40 0.41

Finance costs 420.20 307.83 7.59 0.09

Profit before tax 516.91 280.16 80.50 74.77

Current tax 158.96 83.19 2.50 3.75

Deferred tax (2.78) (4.83) (0.10) (0.03)

Tax adjustments of earlier years (net) 0.21 1.62 - -

Profit after tax but before minority interest and share in 360.52 200.18 78.10 71.05 associate companies

Less: Share of minority interest 48.76 15.15 - -

Add: Share in profit of associates 18.76 24.50 - -

NET PROFIT 330.52 209.53 78.10 71.05

FINANCIAL PERFORMANCE Consolidated

The consolidated turnover of JM Financial Group stood at Rs. 1,403.04 Crore for the financial year ended March 31, 2015 as against Rs. 1,006.67 Crore for the previous year. The Group made a net profit of Rs. 330.52 Crore for the year ended March 31,2015 as compared to the net profit of Rs. 209.53 Crore in the previous year.

The consolidated financials reflect the cumulative performances of various subsidiaries and associates of JM Financial Group. Detailed description about these entities is contained in the Management Discussion and Analysis report forming part of the Annual Report.

Standalone

Being a Core Investment Company (CIC), most of our revenue is in nature of dividend income on investments in subsidiary companies.

The turnover of the Company stood at Rs. 104.54 Crore for the year ended March 31, 2015 as against Rs. 87.16 crore in the previous year. The Company made a net profit of Rs. 78.10 Crore for the year ended March 31, 2015 as compared to the net profit of Rs. 71.05 Crore in the previous year.

DIVIDEND

The Board of Directors, at its meeting held on January 28, 2015, had declared an interim dividend of Rs. 0.55 per equity share of the face value Rs. 1/- each (Previous year Rs. 0.45 per share), which was paid to the eligible members on February 11,2015. The Directors are now pleased to recommend a final dividend of Rs. 0.80 per share for the financial year 2014-15. With this recommendation, the total dividend works out to Rs. 1.35 per share (Previous year Rs. 1/- per share). The total outgo on account of interim and final dividend would be Rs. 106.15 Crore for the financial year 2014-15 as against Rs. 75.60 Crore in the previous year. The total amount of dividend distribution tax, on a consolidated basis, is Rs. 20.22 Crore as against Rs. 13.58 Crore in the previous year.

The final dividend, if declared at the Thirtieth Annual General Meeting, will be paid on and from August 1, 2015 to those members whose names appear in the Register of Members at the close of the business hours on June 9, 2015. In respect of shares held in dematerialised form, dividend will be credited to the bank accounts of the members as per the data furnished by the Depositories as at the close of business hours on June 9, 2015.

APPROPRIATIONS

The following appropriations have been made from the profits of the Company:

(Rs. in Crore) Consolidated Standalone particulars 2014-15 2013-14 2014-15 2013-14

Net Profit 330.52 209.53 78.10 71.05

Add: Balance profit 1,456.70 1,379.51 1,062.74 1,075.90 brought forward from previous year

Less: Depreciation 0.28 - # - of earlier years adjusted

Profit available for 1,786.94 1,589.04 1,140.84 1,146.95 appropriation

Less: Appropriations

Interim dividend 43.09 33.99 43.09 33.99

Proposed Final 63.06 41.61 63.06 41.61 dividend

Dividend on equity 0.10 0.02 0.10 0.02 shares allotted after the adoption of previous yearsRs. accounts

Dividend 20.22 13.58 2.29 1.08 distribution tax

Transferred to - 11.40 - 7.50 General reserve

Transferred to 63.39 27.10 15.63 - Statutory reserve

Transferred to - 4.64 - - Capital redemption reserve

Surplus carried to 1,597.08 1,456.70 1,016.67 1,062.74 balance sheet

# denote amounts below Rs. 50,000/- SHARE CAPITAL

Issue of shares pursuant to the exercise of right by Warrant- holders

The Allotment Committee of the Board allotted an aggregate of 2,32,93,878 equity shares of the face value of Rs. 1/- each to the following allottees, upon the exercise of right by them as Warrantholders.

Sr. Name of the No of Equity Date of No. Allottees Shares allotted Allotment

1 Mr. Vikram Shankar 1,16,46,939 December 11, Pandit 2014

2 Mr. Hariharan 58,23,470 December 23, Ramamurthi Aiyar 2014

3 Mrs. Aparna Murthy 58,23,469 December 23, Aiyar 2014

Issue of shares arising out of Employee Stock Option Scheme

During the FY 2014-15, the Allotment Committee of the Board allotted an aggregate of 50,86,302 equity shares upon exercise of stock options by the eligible employees (the Employees) under Employees Stock Option Scheme - Series 4, Series 5 and Series 6.

Consequent upon the allotments made to the Warrantholders and the Employees as above, the paid-up equity share capital of the Company has increased to Rs. 78,37,23,677 (comprising 78,37,23,677 equity shares of Rs. 1/- each) as on March 31,2015 from Rs. 75,53,43,497 as at the end of the previous financial year (comprising 75,53,43,497 equity shares of Rs. 1/- each).

Additionally, the Allotment Committee of the Board at its meetings held on April 16, 2015, May 13, 2015 and May 29, 2015, has respectively allotted 16,59,799, 21,13,641 and 7,67,257 equity shares to the Employees upon exercise of stock options by them. Upon these allotments, the paid-up equity share capital of the Company has increased post March 31, 2015 to Rs. 78,82,64,374 representing 78,82,64,374 equity shares of the face value of Rs. 1/- each.

EMPLOYEE STOCK OPTION SCHEME

The Nomination and Remuneration Committee (then called Compensation Committee) of the Board of the Company granted 44,85,267 stock options to the eligible employees (the Employees) under the Employee Stock Option Scheme - Series 7 on April 1,2014. Out of the total number of stock options so far granted under Series 1 to 7, 47,11,289 stock options have lapsed and 1,05,60,299 stock options have been exercised by the Employees. The aggregate number of stock options outstanding as on March 31,2015 is 2,40,49,622.

The Nomination and Remuneration Committee of the Board, at its meeting held on April 16, 2015, further granted 14,44,440 stock options to the Employees under the Employee Stock Option Scheme - Series 8.

The disclosures required to be made under applicable SEBI Regulations/Guidelines and Section 62(1) of the Companies Act, 2013 (hereinafter called "the Act") read with Rule 12(2) of the Companies (Share Capital and Debentures) Rules, 2014 are given in Annexure I to this Report.

DEPOSITS

During the year under review, the Company has neither invited nor accepted any deposits from the public.

SUBSIDIARIES AND ASSOCIATES

As on March 31, 2015, the Company had 18 entities as its subsidiaries (including step down subsidiaries) and associates. The subsidiaries are ; JM Financial Institutional Securities Limited, JM Financial Services Limited, JM Financial Commtrade Limited, JM Financial Overseas Holdings Private Limited (Mauritius), JM Financial Singapore Pte Limited (Singapore), JM Financial Securities, Inc. (Delaware - United States of America), PT JM Financial Securities Indonesia (Indonesia), JM Financial Products Limited, JM Financial Credit Solutions Limited (formerly known as FICS Consultancy Services Limited), JM Financial Investment Managers Limited, Infinite India Investment Management Limited, JM Financial Asset Management Limited, JM Financial Properties and Holdings Limited, CR Retail Malls (India) Limited, JM Financial Insurance Broking Private Limited and Astute Investments, a partnership firm in which JM Financial Services Limited and JM Financial Commtrade Limited, subsidiaries of the Company are partners.

The Company had 2 associates viz., JM Financial Asset Reconstruction Company Private Limited and JM Financial Trustee Company Private Limited.

During the year, pursuant to an Investment Agreement between the Company, Mr. Vikram Shankar Pandit and Mr. Hariharan Ramamurthi Aiyar, we capitalized JM Financial Credit Solutions Limited (NBFC) with Rs. 350 Crore. This NBFC also received an investment of Rs. 539.78 Crore (including Rs. 14.78 Crore received from Mrs. Aparna Murthy Aiyar) from funds managed by Mr. Vikram Shankar Pandit and Mr. Hariharan Ramamurthi Aiyar.

PT JM Financial Securities, Indonesia, is in the process of being wound up. This decision was made after long-drawn efforts to set up and build team for operations in Indonesia yielded sub- optimum results.

In accordance with Section 129(3) of the Act and Clause 32 of the Listing Agreement, the consolidated financial statements of the Company and all its subsidiary companies have been prepared and duly audited by the Auditors, and form part of the Annual Report. A statement containing salient features of the financial statements of the subsidiary and associate companies is also included in the Annual Report at page nos. 132 & 133 .

The Annual Report of the Company, containing therein its standalone and the consolidated financial statements has been placed on the website of the Company viz., www.imfi.com in accordance with third proviso to Section 136(1) of the Act. Further, audited financial statements of each of the subsidiary companies have also been placed on the website of the Company. Members interested in obtaining a copy of the audited financial statements of the subsidiary companies may write to the Company Secretary at the Company''s registered office.

The Company shall make available, the audited financial statements and related information of its subsidiaries, to those members who wish to have copies of the same and these documents will also be kept open for inspection by Members at the registered office of the Company between 2.00 p.m. and 4.00 p.m. on any working day (Monday to Friday), up to the date of the Thirtieth Annual General Meeting.

Reserve Bank of India (RBI) vide its notification dated November 27, 2014, revised guidelines for Licensing of Small Finance Banks and Payment Banks. The Company has decided to not apply for any of these licenses as in its view, the business model envisaged under the conditions of these guidelines are not complementary to its businesses housed in subsidiaries and associates.

AWARDS AND RECOGNITIONS

Various subsidiaries of the Company were conferred the following awards and recognitions during the year:

JM Financial Institutional Securities Limited

- At the Asset''s Triple A Country Awards 2014, JM Financial Institutional Securities Limited received the award for the Best M&A House in India.

- At the BW Business World Magna Awards 2015, JM Financial Institutional Securities Limited received the award for the M&A Deal Maker of the Year.

JM Financial Services Limited

- At the UTI MF & CNBC-TV18''s Financial Advisor Awards 2013-14, JM Financial Services Limited received the award for Best Performing National Financial Advisor (Institutional).

- At the Great Places to Work For 2014, conducted by The Great Place to Work Institute, India in Partnership with The Economic Times, JM Financial Services Limited received the following awards:

- Ranked 41st amongst "India''s 100 Best Companies to Work for 2014".

- Ranked 4th best in the Industry (Financial Services) in "India''s Best Companies To Work For 2014"

JM Financial Asset Management Limited

- At the Great Places to Work For 2014 conducted by The Great Place to Work Institute, India in Partnership with The Economic Times, JM Financial Asset Management Limited received the following awards:

- Ranked 50th amongst "India''s 100 Best Companies to Work for 2014".

- Ranked 5th best in the Industry (Financial Services) in "India''s Best Companies To Work For 2014"

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year, the Board of Directors appointed Ms. Jagi Mangat Panda as an Additional Director (Independent) of the Company with effect from March 31, 2015. Ms. Panda holds office as Additional Director until the Thirtieth Annual General Meeting, and is eligible for appointment as a Director as provided under Article 117 of the Articles of Association of the Company. The Company has received a notice under Section 160 of the Act from a member with requisite deposit signifying his intention to propose the candidature of Ms. Panda for the office of a Director. A brief profile of Ms. Panda is given in the Notice convening the Thirtieth Annual General Meeting.

Mr. Nimesh Kampani, the Chairman and Managing Director, though appointed as the Managing Director for a fixed term of 5 years with effect from April 1, 2012, will retire by rotation as a Director, to enable compliance by the Company with the provisions of Section 152 of the Act, and being eligible, has offered himself for re-appointment at the Thirtieth Annual General Meeting.

As on March 31, 2015, the Board of Directors of the Company comprised seven Directors, one of whom is the Chairman and Managing Director. The remaining six directors are Non- Executive and Independent Directors.

Mr. Nimesh Kampani, the Chairman and Managing Director is the Key Managerial Personnel (KMP) within the meaning of Section 203(1) of the Act.

Mr. P K Choksi and Mr. Manish Sheth are the other KMPs designated as the Company Secretary and the Chief Financial Officer (CFO) respectively.

All of the above KMPs have been appointed by the Board of Directors as required under the provisions of Section 203(1) of the Act.

DECLARATIONS GIVEN BY INDEPENDENT DIRECTORS

All the Non-Executive and Independent Directors have confirmed to the Board that they qualify to be considered as independent as per the definition of ''Independent Director'' stipulated in Section 149(6) of the Act and Clause 49(M)(B)(1) of the Listing Agreement. These confirmations have been placed before, and noted by the Board.

BOARD MEETINGS

The Board meets at regular intervals to discuss and decide on the Company''s policies and strategy apart from other Board matters. The tentative annual calendar of the Board and Committee Meetings is circulated in advance to facilitate the Directors to plan their schedule and to ensure participation in the meetings.

During the financial year 2014-15, eight board meetings were held on May 6, 2014, July 3, 2014, July 31, 2014, September 19, 2014, November 4, 2014, December 12, 2014, January 28, 2015 and March 31, 2015. The gap between the two board meetings did not exceed 120 days.

POLICIES ON DIRECTORS'' APPOINTMENT AND REMUNERATION

The policies of the Company on Directors'' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of Section 178 of the Act is appended as Annexure II (a) & (b) to this Report.

EVALUATION OF BOARD OF DIRECTORS

Pursuant to the provisions of the Act and Clause 49 of the Listing Agreement, the Nomination and Remuneration Committee of the Board carried out the annual evaluation of the performance of the Board as a whole, the Directors individually as well as of various Committees of the Board. A structured evaluation feedback form was prepared after taking into consideration the inputs received from the directors, covering various aspects such as board structure and composition, effectiveness of board process, information and functioning, establishment and determination of responsibilities of Committees, and quality of relationship between the board and the management.

Also, a separate questionnaire was prepared to evaluate the performance of individual directors including the Chairman and Managing Director, which had parameters such as professional conduct, roles and functions, discharge of duties, and their contribution to Board/Committee/Senior Management. The performance evaluation of the Independent Directors was carried out by the Nomination and Remuneration Committee and noted in turn by the Board.

BOARD COMMITTEES

Your Company has five Committees of Board, viz,

1. Audit Committee

2. Stakeholders'' Relationship Committee

3. Nomination and Remuneration Committee

4. Corporate Social Responsibility Committee

5. Allotment Committee

Details of all the Committees along with their composition, terms of reference and meetings held during the year are provided in ''Report on Corporate Governance'' forming part of the Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 134(3)(c) read with Section 134(5) of the Act with respect to Directors'' Responsibility Statement, your Directors hereby confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards have been followed;

(b) appropriate accounting policies have been selected and applied consistently and estimates and judgments 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 and loss 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 have been laid down and that such internal financial controls are adequate and were operating effectively; and

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

STATUTORY AUDITORS

M/s. Khimji Kunverji & Co., Chartered Accountants, who are the Statutory Auditors of the Company, hold office, in accordance with the provisions of the Act, for a period of three years viz., FY 2014-15, 2015-16 and 2016-17 from the conclusion of the Twenty Ninth Annual General Meeting until the conclusion of the Thirty Second Annual General Meeting i.e., upto the financial year 2016-17. As per Section 139 (2) of the Act and the applicable Rules of the Act, the appointment of Statutory Auditors needs to be ratified by the members at every Annual General Meeting. Accordingly, the members are requested to ratify the appointment of the Statutory Auditors at Thirtieth Annual General Meeting.

SECRETARIAL AUDIT

Pursuant to the requirements of Section 204(1) of the Act, and Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Naren Shroff & Associates, Company Secretary in Practice to conduct the secretarial audit for the financial year 2014-15.

The Secretarial Audit Report as received from Naren Shroff & Associates is appended to this Report as Annexure III.

COMMENTS ON AUDITORS'' REPORT

There are no qualifications, reservations, adverse remarks or disclaimers made by M/s. Khimji Kunverji & Co., Statutory Auditors, in their Audit Report and by Naren Shroff & Associates, Company Secretary in Practice, in his Secretarial Audit Report. The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company during the financial year 2014-15.

CORPORATE SOCIAL RESPONSIBILITY

The Board has constituted a Corporate Social Responsibility (CSR) Committee in accordance with Section 135 of the Act. The CSR Policy of the Company, inter alia, contains the activities that can be undertaken by the Company for CSR, composition and meetings of CSR Committee, details of existing Charitable trusts within the JM Financial group, annual allocation for CSR activities, areas of CSR projects, criteria for selection of CSR projects, modalities of execution/implementation of CSR activities and the monitoring mechanism of CSR activities/projects. The details of CSR activities undertaken by the Company in the prescribed format are described in Annexure IV to this Report.

RISK MANAGEMENT AND INTERNAL CONTROLS

The Company has a well-defined risk management framework in place. Further, it has established procedures to periodically place before the Board, the risk assessment and management measures. The details of the risks faced by the Company and the mitigation thereof are discussed in detail in the Management Discussion and Analysis report that forms part of the Annual Report.

REPORTS ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS

The reports on Corporate Governance and Management Discussion and Analysis for the year under review, as stipulated under Clause 49 of the Listing Agreement form part of the Annual Report. The certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance is annexed to the Corporate Governance Report.

PARTICULARS OF EMPLOYEES AND RELATED INFORMATION

In terms of the provisions of Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement containing the disclosures pertaining to remuneration and other details as required under the Act and the above Rules are provided in the Annual Report. The disclosures as specified under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, have been appended to this Report as Annexure V.

The information regarding employee remuneration as required pursuant to Rule 5(2) and Rule 5(3) of the (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is available for inspection by Members at the registered office of the Company between 2.00 p.m. and 4.00 p.m. on any working day (Monday to Friday), upto the date of the Thirtieth Annual General Meeting. Any Member interested in obtaining such information may write to the Company Secretary and the same will be furnished on such request.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The particulars of loans, guarantees or investments under Section 186 of the Act are not furnished since the provisions of Section 186 of the Act are not applicable to the Company, being a Core Investment Company registered with Reserve Bank of India.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The particulars of contracts or arrangements with related parties referred to in Section 188(1), as prescribed in Form AOC - 2 are appended as Annexure VI.

EXTRACT OF ANNUAL RETURN

Pursuant to the requirements under Section 92(3) and Section 134(3) of the Act read with Rule 12 of Companies (Management and Administration) Rules, 2014, an extract of Annual Return in prescribed Form MGT-9 is given in the Report as Annexure VII.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

In view of the nature of activities which are being carried on by the Company, the particulars as prescribed under Section 134(3) (m) of the Act read with Companies'' (Accounts) Rules, 2014 regarding Conservation of Energy and Technology Absorption, and research and development are not applicable to the Company.

During the year, the Company has not earned any foreign exchange on standalone basis; the details of the amount spent in foreign exchange is provided at note number 2.32 of the notes to the standalone financial statements which forms part of the audited financial statements.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has established a vigil mechanism to provide appropriate avenues to the Directors and employees to bring to the attention of the Management, the concerns about behavior of employees that raise concerns including fraud by using the mechanism provided in the Whistle Blower Policy. The details of the said Policy are included in the Report on Corporate Governance which forms part of the Annual Report.

During the financial year 2014-15, no cases under this mechanism were reported in the Company and any of its subsidiaries/ associates.

POLICY FOR PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

Our policy against sexual harassment is embodied both in the Code of Conduct of JM Financial Group as also in a specifically written policy in accordance with The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the financial year 2014-15, no cases in the nature of sexual harassment were reported at any workplace of JM Financial group.

ACKNOWLEDGEMENTS

The Directors express their sincere gratitude to the Reserve Bank of India, Securities and Exchange Board of India, BSE Limited, National Stock Exchange of India Limited, Ministry of Finance, Ministry of Corporate Affairs, Registrar of Companies, Forward Markets Commission, Metropolitan Stock Exchange of India Limited, National Commodity and Derivatives Exchange Limited, National Securities Depository Limited, Central Depository Services (India) Limited, other government and regulatory authorities, lenders, financial institutions and the bankers of JM Financial group for their ongoing support.

The Directors also place on record their sincere appreciation for the continued support extended by the Company''s stakeholders and trust reposed by them in the Company. The Directors sincerely appreciate the commitment displayed by the employees of the Company and its subsidiaries/associates across all levels, resulting in satisfactory performance during the year.

On behalf of the Board of Directors Place: Mumbai Nimesh Kampani Date : May 29, 2015 Chairman and Managing Director

Mar 31, 2014

The Directors of your Company take pleasure in presenting the Twenty Ninth Annual Report together with the annual audited financial statements for the financial year ended March 31, 2014.

FINANCIAL RESULTS

Summary of the Company''s financial performance, both on consolidated and standalone basis, for FY 2013-14 as compared to the previous financial year is given below:

(Rs. in Crore)

Consolidated Standalone Particulars 2013-14 2012-13 2013-14 2012-13

Gross income 1,006.67 1,042.23 87.16 56.19

Profit before depreciation and amortisation expenses, finance costs & tax expenses 603.23 643.01 75.27 49.04

Less: Depreciation and amortisation expenses 15.24 12.16 0.41 0.26

Finance costs 307.83 376.92 0.09 0.03

Profit before tax 280.16 253.93 74.77 48.75

Current tax 83.19 74.68 3.75 2.60

Deferred tax (4.83) (1.75) (0.03) (0.14)

Tax adjustments of earlier years (net) 1.62 2.00 - 1.48

Profit after tax but before minority interest and share in associate companies 200.18 179.00 71.05 44.81

Less: Share of minority interest 15.15 15.94 - -

Add: Share in profit of associates 24.50 19.86 - -

Net Profit 209.53 182.92 71.05 44.81

Add: Balance profit brought forward from previous year 1,379.51 1,315.92 1,075.90 1,108.77

Profit available for appropriation 1,589.04 1,498.84 1,146.95 1,153.58

Less: Appropriations

Interim dividend 33.99 30.06 33.99 30.06

Proposed final dividend 41.61 37.71 41.61 37.71

Dividend on equity shares allotted after the adoption of previous years'' accounts 0.02 0.03 0.02 0.03

Dividend distribution tax 13.58 15.94 1.08 4.88

Transferred to General reserve 11.40 6.54 7.50 5.00

Transferred to Statutory reserve 27.10 25.30 - -

Transferred to Capital redemption reserve 4.64 3.75 - -

Surplus carried to balance sheet 1,456.70 1,379.51 1,062.74 1,075.90

DIVIDEND

The Board of Directors at its meeting held on January 29, 2014 had declared an interim dividend of Rs. 0.45 per equity share of Rs. 1/- each, which was paid to the members on February 14, 2014. Your Directors are now pleased to recommend a final dividend of Rs. 0.55 per share for the financial year 2013-14. With this recommendation, the total dividend for the financial year 2013- 14 works out to Rs. 1.00 per share (Previous year Rs. 0.90 per share). The total outgo on account of interim and final dividend would be Rs. 75.60 Crore for the financial year 2013-14 as against Rs. 67.77 Crore in the previous year. The total amount of dividend distribution tax, on a consolidated basis, is Rs. 13.58 Crore as against Rs. 15.94 Crore in the previous year.

The final dividend, if declared at the ensuing Annual General Meeting, will be paid on and from July 5, 2014 to those members whose names appear in the Register of Members at the close of the business hours on June 26, 2014. In respect of shares held in dematerialised form, dividend will be credited to the bank account of the members as per the data furnished by the Depositories as at the close of business hours on June 26, 2014.

FINANCIAL PERFORMANCE

Consolidated

The consolidated turnover of JM Financial Group stood at Rs. 1,006.67 Crore for the financial year ended March 31, 2014 as against Rs. 1,042.23 Crore for the previous year. The group made a net profit of Rs. 209.53 Crore for the year ended March 31, 2014 as compared to the net profit of Rs. 182.92 Crore in the previous year. Despite a lower consolidated turnover during the current year as compared to the previous year, the consolidated net profit was higher indicating improved earning margin.

The consolidated financials reflect the cumulative performances of various businesses of JM Financial Group that are housed in various subsidiaries and associates. Detailed discussion about these businesses is contained in the Management Discussion and Analysis section forming part of this report.

Standalone

Being a Core Investment Company, most of our revenue is in nature of income on investments.

The turnover of the Company on a standalone basis stood at Rs. 87.16 Crore for the year ended March 31, 2014 as against Rs. 56.19 crore in the previous year. The Company made a net profit of Rs. 71.05 Crore for the year ended March 31, 2014 as compared to the net profit of Rs. 44.81 Crore in the previous year.

SHARE CAPITAL

Issue of shares arising out of Employee Stock Option Scheme

The paid-up share capital of your Company increased by Rs. 37,28,835 during the FY 2013-14, on account of allotment of 37,28,835 equity shares of Rs. 1/- each on exercise of stock options by the eligible employees (the Employees) under Employees Stock Option Scheme Â Series 4 and Series 5. As on March 31, 2014, the paid-up capital of your Company stood at Rs. 75,53,43,497 (comprising 75,53,43,497 equity shares of Rs. 1/- each) as against Rs. 75,16,14,662 as at the end of the previous financial year (comprising 75,16,14,662 equity shares of Rs. 1/- each).

Additionally, the Allotment Committee of the Board at its meetings held on April 29, 2014 and May 6, 2014 has respectively allotted 9,02,978 and 3,23,301 equity shares to the Employees arising out of the exercise of stock options by them. With the said allotment, the paid-up equity share capital of your Company has increased post March 31, 2014 to Rs. 75,65,69,776 representing 75,65,69,776 equity shares of the face value of Rs. 1/- each. Exercise price of the options under Series 4, 5 and 6 is Rs. 1/- share.

The difference between the market price and the exercise price on the date of the grant of the stock options is being paid by the respective subsidiary companies in respect of the Employees to whom the stock options have been granted and such amount is credited to the Securities Premium Account on allotment of the shares upon exercise of the stock options by them.

Issue and allotment of Warrants

Consequent upon receipt of the approval of the members at the Extraordinary General Meeting held on June 14, 2013 and the regulatory approvals to the extent required, your Company has issued (on a preferential basis) and allotted 2,32,93,878 Warrants to Mr. Vikram Shankar Pandit (1,16,46,939 Warrants), Mr. Hariharan Ramamurthi Aiyar (58,23,470 Warrants) and Mrs. Aparna Murthy Aiyar (58,23,469 Warrants). The Company has received Rs. 11.09 crore from the above investors calculated at 25% of the total amount payable by them @ Rs. 19.05 per equity share as required under the applicable regulations issued by SEBI for the issues on a preferential basis. The details of the Warrants allotted by the Allotment Committee of the Board to the above persons are given below:

Name No. of Date of Right to exercise Warrants Allotment the Warrants Allotted

Mr. Vikram 1,16,46,939 December Within a period of Shankar 16, 2013 12 months from the Pandit date of allotment of the Warrants, in terms of the approval given by the Foreign Investment Promotion Board i.e. on or before December 15, 2014

Mr. Hariharan 58,23,470 June 27, Within a period of Ramamurthi 2013 18 months from the Aiyar date of allotment of the Warrants i.e. on or before December 26, 2014

Mrs. Aparna 58,23,469 June 27, Within a period of Murthy 2013 18 months from the Aiyar date of allotment of the Warrants i.e. on or before December 26, 2014

EMPLOYEE STOCK OPTION SCHEME

During the year under review, the Compensation Committee of the Board of your Company granted 36,45,774 stock options to the eligible employees (the Employees) under the Employees'' Stock Option Scheme Â Series 6 on May 6, 2013. Out of 3,48,35,943 stock options so far granted under Series 1 to 6, 41,83,933 stock options have lapsed due to the cessation of the Employees. The aggregate number of stock options outstanding as on March 31, 2014 is 2,51,78,013. The particulars of the total number of options granted, options exercised and options lapsed till March 31, 2014 is given below:

Particulars as on March 31, 2014 No. of Options

Total No. of stock options granted 3,48,35,943

Less: No. of stock options exercised 54,73,997

Less: No. of stock options lapsed 41,83,933

No. of stock options outstanding as on 2,51,78,013 March 31, 2014

The Compensation Committee has further granted 44,85,267 stock options to the Employees under the Employees'' Stock Option Scheme - Series 7 with grant date of April 1, 2014. These options will vest in three equal tranches at the end of first, second and third year from the date of grant.

The disclosures required to be made under Clause 12.1 of the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 are given in Annexure I to this Report.

DEPOSITS

Your Company has neither invited nor accepted any deposits from Public under Section 58A of the Companies Act, 1956 during the year under review.

APPLICATION FOR BANKING LICENSE

As was reported in the previous year''s Directors'' Report, your Company had made an application to the Reserve Bank of India (RBI) for a banking license in accordance with the guidelines issued by the RBI for licensing of new banks in the private sector on February 22, 2013. The RBI has since given ''in principle'' approval for setting up bank to two applicants out of all the applicants, your Company was not one of them. The RBI has stated in its Press Release that it intends to use the learning from this licensing exercise to revise the Guidelines appropriately and move towards giving licences more regularly, i.e., virtually "on tap". Further, it has stated to frame categories of differentiated bank licences to allow a wider pool of entrants into banking. Your Company will await future announcements in this regard to decide its plans.

CORE INVESTMENT COMPANY

Pursuant to an application made by your Company, the RBI has granted registration to your Company as a Core Investment Company. The registration will allow your Company greater flexibility compared to current situation, including the ability to borrow funds and deploy the same to its group entities.

SUBSIDIARY COMPANIES

As on March 31, 2014, your Company had 15 subsidiaries (including step down subsidiaries) viz., JM Financial Institutional Securities Limited, JM Financial Products Limited, JM Financial Asset Management Limited, JM Financial Investment Managers Limited, Infinite India Investment Management Private Limited, JM Financial Properties and Holdings Limited, JM Financial Services Limited, JM Financial Commtrade Limited, JM Financial Insurance Broking Private Limited, CR Retail Malls (India) Limited, FICS Consultancy Services Limited, JM Financial Overseas Holdings Private Limited (Mauritius) , JM Financial Singapore Pte Limited (Singapore) , JM Financial Securities, Inc. (Delaware - United States of America) and PT JM Financial Securities Indonesia (Indonesia).

During the year under review, FICS Consultancy Services Limited became a subsidiary of your Company. Further, JM Financial Insurance Broking Private Limited, which was hitherto a step-down subsidiary, became a wholly owned subsidiary of your Company.

As per the provisions of Section 212 of the Companies Act, 1956, your Company is required to attach, inter alia, the Directors'' Report, Balance Sheet and Statement of Profit and Loss of its subsidiaries to its annual report. The Ministry of Corporate Affairs, Government of India vide its circular No. 2/2011 dated February 8, 2011 has provided an exemption to companies from complying with the provisions of Section 212 subject to fulfillment of certain conditions as mentioned in the said circular. Accordingly, the financial statements of the subsidiaries of your Company are not attached to this Annual Report.

As required under the aforesaid circular and pursuant to Clause 32 of the Listing Agreement, the consolidated financial statements of your Company duly audited by the statutory auditors form part of this Annual Report. Your Company shall make available, the audited annual accounts and related information of its subsidiaries, to those members who wish to have copies of the same and these documents will also be kept open for inspection by any member at the Company''s registered office on any working day, except on Saturdays, between 3.00 p.m. and 5.00 p.m. up to the date of the ensuing Annual General Meeting.

AWARDS AND RECOGNITIONS

The following subsidiaries of your Company have been conferred the awards and recognitions during the year under review:

JM Financial Institutional Securities Limited

JM Financial Institutional Securities Limited received the following awards at the M&A Atlas Awards 2013:

Â India Deal of the Year (Large Markets) received for the demerger of the Pantaloons format business from Pantaloon Retail (India) Limited and acquisition of controlling stake by the Aditya Birla Group.

Â Investment Bank of the Year

JM Financial Services Limited

- At the BSE Awards held on November 3, 2013, JM Financial Services Limited received the following awards:

- Ranked amongst Top 10 Brokers for the Retail Segment.

- Ranked amongst Top 3 Brokers for Bidding the IPO Applications and OFS Trades.

REPORTS ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS

The reports on Corporate Governance and Management Discussion and Analysis for the year under review, as stipulated under Clause 49 of the Listing Agreement form part of the Annual Report. The certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance is annexed to the Corporate Governance Report.

BOARD OF DIRECTORS

As on March 31, 2014, the Board of Directors of your Company comprised of six Directors one of whom is the Managing Director. The remaining five directors are non-executive and independent directors. The composition of the Board is in consonance with Clause 49 of the Listing Agreement, as amended from time to time, and in accordance with the applicable provisions of Companies Act, 2013.

In accordance with the provisions of Section 149 and other applicable provisions of the Companies Act, 2013, your Company is seeking appointment of Mr. E A Kshirsagar, Mr. Darius E Udwadia, Mr. Paul Zuckerman, Dr. Vijay Kelkar and Mr. Keki Dadiseth as Independent Directors for five consecutive years. Details relating to their appointment are mentioned in the Statement annexed to the Notice under Section 102 of the Companies Act, 2013.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 217(2AA) of the Companies Act, 1956 with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

(i) in the preparation of the annual accounts for the financial year ended March 31, 2014, the applicable accounting standards have been followed;

(ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2014, and of the profit or loss of the Company for the year under review;

(iii) the Directors have taken proper and sufficient care for maintaining adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) the Directors have prepared the annual accounts for the financial year ended March 31, 2014 on a ''going concern'' basis.

STATUTORY AUDITORS

M/s. Khimji Kunverji & Co, Mumbai, the Statutory Auditors of your Company retire at the ensuing Annual General Meeting and offer themselves for re-appointment. In accordance with Section 139 of the Companies Act, 2013 (''the Act'') read with the Rules made there under, M/s. Khimji Kunverji & Co, Mumbai, can be appointed as the Statutory Auditors of the Company for a period of maximum three years. They have confirmed that their appointment, if made, shall be in accordance with the provisions of Section 139(1) of the Act read with Companies (Audit and Auditors) Rules, 2014 and that they satisfy the criteria given under Section 141 of the Act. They have also confirmed that they hold a valid peer review certificate as prescribed under Clause 41(1)(h) of the Listing Agreement. Members are requested to consider their appointment for a period of three years.

The Audit committee and Board of Directors have recommended the appointment of M/s. Khimji Kunverji & Co., Chartered Accountants as the Statutory Auditors of your Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

In view of the nature of activities which are being carried on by your Company, the particulars as prescribed under Section 217(1)(e) of the Companies Act, 1956 read with Companies'' (Disclosures of Particulars in the Report of the Board of Directors) Rules, 1988 regarding Conservation of Energy and Technology Absorption are not applicable to the Company.

During the year under review, your Company has not earned any foreign exchange from any transactions; the details of the amount spent in foreign exchange is provided in note number 2.30 of the notes to the standalone financial statements which forms part of the audited annual accounts.

On consolidated basis, the Indian subsidiaries of your Company have earned an aggregate of Rs. 61.18 Crore in foreign exchange during FY 2013-14. The foreign exchange outgo by the Indian subsidiaries aggregates Rs. 4.56 Crore during the FY 2013-14.

CORPORATE SOCIAL RESPONSIBILITY

At JM Financial, an essential component of our Corporate Social Responsibility (CSR) is to care for our community. Your Company has always been a responsible corporate citizen and have partnered with various NGOs and supported organizations which work for several social causes. Your Company has also constituted the CSR Committee pursuant to the provisions of the Companies Act, 2013 to undertake and monitor the CSR activities. Detailed information on the initiatives by the Company towards CSR activities is provided in the Corporate Social Responsibility section of the Management Discussion and Analysis forming part of the Annual Report.

POLICY FOR PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

Our policy against sexual harassment is made under the overall ambit of the Code of Conduct of JM Financial Group and in accordance with The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the calendar year 2013, no cases were reported or filed for sexual harassment at any workplace of JM Financial group.

PARTICULARS OF EMPLOYEES

In accordance with the provisions of Section 217(2A) of the Companies Act, 1956 and the rules framed there under, the names and other particulars of employees are set out in the Annexure II to the Directors'' Report. In terms of the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the Directors'' Report is being sent to all the members of the Company excluding the aforesaid information. The said Annexure is available for inspection at the registered office of the Company. Any member interested in the said information may write to the Company Secretary at the registered office of the Company.

Your Company had 13 employees as on March 31, 2014. Out of the total number of employees, 3 employees employed throughout the year were in receipt of remuneration of more than Rs. 60.00 Lakh per annum and 1 employee employed for part of the year was in receipt of remuneration of more than Rs. 5.00 Lakh per month.

JM Financial Limited, its subsidiaries and associates had an aggregate 967 employees as on March 31, 2014. Out of the total number of employees, 58 employees employed throughout the year were in receipt of remuneration of more than Rs. 60.00 Lakh per annum and 12 employees employed for part of the year were in receipt of remuneration of more than Rs. 5.00 Lakh per month.

ACKNOWLEDGEMENTS

Your Directors express their sincere gratitude to the Reserve Bank of India, Securities and Exchange Board of India, BSE Limited, National Stock Exchange of India Limited, Ministry of Finance, Ministry of Corporate Affairs, Registrar of Companies, Forward Markets Commission, Multi Commodity Exchange of India Limited, National Commodity and Derivatives Exchange Limited, National Securities Depository Limited, Central Depository Services (India) Limited, other government and regulatory authorities, lenders, financial institutions and the Company''s bankers for their ongoing support. The Directors also place on record their sincere appreciation for the continued support extended by the Company''s stakeholders and trust reposed by them in your Company. Your Directors sincerely appreciate the commitment displayed by the employees of the Company and its subsidiaries across all levels, resulting in satisfactory performance during the year.

On behalf of the Board of Directors

Place: Mumbai Nimesh Kampani

Date: May 6, 2014 Chairman & Managing Director

Mar 31, 2013

To The Members,

The Directors of your Company take pleasure in presenting the Twenty Eighth Annual Report together with the annual audited statement of accounts for the financial year ended March 31, 2013.

FINANCIAL RESULTS

A summary of the Company''s financial performance, both on consolidated and standalone basis, for FY 2012-13 as compared to the previous financial year is given below:

(Rs. in Crore)

Consolidated Standalone

Particulars 2012-13 2011-12 2012-13 2011-12

Gross income 1,042.23 873.97 56.19 63.31

Profit before depreciation and amortisation expenses, 643.01 490.25 49.04 46.21 finance costs & tax expense

Less: Depreciation & amortisation expenses 12.16 11.47 0.26 0.54

Finance costs 376.92 296.07 0.03 0.05

Profit before tax 253.93 182.71 48.75 45.62

Current tax 74.68 56.26 2.60 3.15

Deferred tax (1.75) 3.19 (0.14) (0.03)

Tax adjustment of earlier years (net) 2.00 0.10 1.48 -

Profit after tax but before minority interest and 179.00 123.16 44.81 42.50 share in associate companies

Less: Share of minority interest 15.94 9.49 - -

Add: Share in profit of associates 19.86 7.50 - -

Net Profit 182.92 121.17 44.81 42.50

Add: Balance profit brought forward from previous year 1,315.92 1,269.52 1,108.77 1,117.25

Profit available for appropriation 1,498.84 1,390.69 1,153.58 1,159.75

Less: Appropriations

Interim dividend 30.06 - 30.06 -

Proposed final dividend 37.71 45.04 37.71 45.04

Dividend on equity shares issued after the adoption 0.03 - 0.03 - of previous years'' accounts

Dividend distribution tax 15.94 7.31 4.88 0.44

Transferred to General reserve 6.54 6.22 5.00 5.50

Transferred to Statutory reserve 25.30 16.20 - -

Transferred to Capital redemption reserve 3.75 - - -

Surplus carried to balance sheet 1,379.51 1,315.92 1,075.90 1,108.77

DIVIDEND

The Board of Directors had declared and paid an interim dividend of Rs.0.40 per equity share of Rs.1/- each in February 2013. Your Directors are now pleased to recommend a final dividend of Rs.0.50 per share for the financial year 2012-13. With this recommendation, the total dividend for the financial year 2012-13 works out to Rs.0.90 per share (Previous year Rs.0.60 per share). The total outgo on account of dividend would be Rs.67.77 Crore for the year under review as against Rs.45.04 Crore in the previous year. The total outgo on account of dividend distribution tax on a consolidated basis, is Rs.15.94 Crore as against Rs.7.31 Crore in the previous year.

The final dividend, if declared at the forthcoming Annual General Meeting, will be paid on and from August 2, 2013 to those members whose names appear in the Register of Members at the close of the business hours on July 23, 2013. In respect of shares held in dematerialised form, dividend will be credited to the bank account of the members as per the data furnished by the Depositories as on July 23, 2013.

FINANCIAL PERFORMANCE

Consolidated

The Company crossed the Rs.1,000 Crore mark in total revenue for the first time on a consolidated basis. The consolidated turnover of JM Financial Group stood at Rs.1,042.23 Crore for the financial year ended March 31, 2013 as against Rs.873.97 Crore for the previous year. The group made a net profit of Rs.182.92 Crore for the year ended March 31, 2013 as compared to the net profit of Rs.121.17 Crore in the previous year.

The consolidated financials reflect the cumulative performances of various businesses of JM Financial Group that are housed in various subsidiaries and associates for primarily regulatory reasons. Detailed discussion about these businesses is contained in the Management Discussion and Analysis section forming part of this report.

Standalone

The turnover of the Company on a standalone basis stood at Rs.56.19 Crore for the year ended March 31, 2013 as against Rs.63.31 Crore in the previous year. On Standalone basis, the Company made a net profit of Rs.44.81 Crore for the year ended March 31, 2013 as compared to the net profit of Rs.42.50 Crore in the previous year.

SHARE CAPITAL

Issue of shares arising out of Employee Stock Option Scheme

The paid-up share capital of your Company increased by Rs.17,45,162 in FY 2012-13, on account of allotment of 17,45,162 equity shares of Rs.1/- each on exercise of stock options by the eligible employees under Employees Stock Option Scheme - Series 4. As on March 31, 2013, the issued, subscribed and paid- up capital of the Company stood at Rs.75,16,14,662 as against Rs.74,98,69,500 in the previous year comprising 75,16,14,662 equity shares of Rs.1/- each as compared to 74,98,69,500 equity shares of Rs.1/- each in the previous year.

Proposed issuance of Warrants

The Board of Directors, at its meeting held on May 16, 2013, has approved issuance of 2,32,93,878 Warrants on a preferential basis to Mr. Vikram Shankar Pandit (1,16,46,939 Warrants), Mr. Hariharan Ramamurthi Aiyar (58,23,470 Warrants) and Mrs. Aparna Murthy Aiyar (58,23,469 Warrants) subject to the approval of shareholders and such other regulatory approvals as may be required. The warrant holders shall have a right to apply for and be allotted the equity shares at an exercise price of Rs.19.05 per share of the face value of Rs.1/- each within a period of 18 months from the date of allotment of the Warrants to them. The Extraordinary General Meeting of the Members of the Company is scheduled to be held on June 14, 2013 to pass the necessary special resolution approving the above issue. The said preferential issue is proposed to be made in accordance with the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 as amended as of date.

EMPLOYEE STOCK OPTION SCHEME

The Members of the Company had approved at the 22nd Annual General Meeting held on September 6, 2007, the issuance of stock options to the extent of shares representing 5% of the equity shares outstanding on that date. The Company has instituted Employee Stock Option Scheme for the benefit of the employees/directors of the Company and/or its subsidiaries (''the Employees'') which is in accordance with the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 (SEBI Guidelines) as amended from time to time.

During the year under review, the Compensation Committee of the Board of your Company had on April 16, 2012 granted 73,02,669 stock options to the Employees under the Employees'' Stock Option Scheme - Series 5. Out of 3,1 1,90,169 stock options so far granted under Series 1 to 5, 23,92,100 stock options have lapsed due to the resignation of the Employees. The aggregate number of stock options outstanding as on March 31, 2013 is 2,70,52,907. The particulars of the total options granted, options exercised and options lapsed till March 31, 2013 is given hereunder:

Particulars No. of Options

Total No. of Stock Options granted 3,11,90,169 upto March 31, 2013

Less: No. of Stock Options exercised 17,45,162 upto March 31, 2013

Less: No. of Stock Options lapsed upto 23,92,100 March 31, 2013

No. of Stock Options outstanding as 2,70,52,907 on March 31, 2013

The Compensation Committee has further granted 36,45,774 stock options to the Employees under the Employees'' Stock Option Scheme - Series 6 on May 6, 2013. These options will vest in three equal tranches at the end of first, second and third year from the date of grant.

The disclosures required to be made under Clause 12.1 of the SEBI Guidelines are given in Annexure I to this Report.

DEPOSITS

Your Company has neither invited nor accepted any deposits from Public under Section 58A of the Companies Act, 1956 during the year under review.

APPLICATION FOR BANKING LICENSE

The Reserve Bank of India (RBI) announced the guidelines for licensing of new banks in the private sector on February 22, 2013. Your Company meets the criteria laid out in the said guidelines and hence the Board of Directors has accorded its ''in principle'' approval to the Company making an application to RBI for acquiring a banking license in accordance with the guidelines for licensing of new private sector banks.

Additionally, the Board has also accorded its ''in principle'' consent for appointment of Mr. Vikram Shankar Pandit, Ex-CEO Citi Group Inc and Ex President & COO of Morgan Stanley''s institutional securities and investment banking businesses, as the Non-Executive Chairman of the proposed bank subject to the regulatory and other approvals including the approval of RBI, as may be required.

NBFC BUSINESS AND DISTRESSED ASSETS FUND

The Board of Directors of your Company has accorded its ''in principle'' approval to the proposal for investment of up to USD 100 mn in JM Financial Group''s NBFC business out of the funds to be raised by Mr. Vikram Pandit.

Additionally, JM Financial Group proposes to form the Distressed Assets Fund jointly with Mr. Vikram Pandit with an initial target capitalisation of USD 100 mn.

SUBSIDIARY COMPANIES

Your Company had 14 subsidiaries (including step down subsidiaries) viz., JM Financial Institutional Securities Private Limited, JM Financial Products Limited, JM Financial Asset Management Private Limited, JM Financial Investment Managers Limited, Infinite India Investment Management Private Limited, JM Financial Properties and Holdings Limited (formerly known as JM Financial GILTS Limited), JM Financial Services Limited, JM Financial Commtrade Limited, JM Financial Insurance Broking Private Limited, CR Retail Malls (India) Limited, JM Financial Overseas Holdings Private Limited (Mauritius), JM Financial Singapore Pte Ltd. (Singapore), JM Financial Securities, Inc. (Delaware - United States of America) and PT JM Financial Securities Indonesia (Indonesia).

During the year, JM Financial Securities Inc and PT JM Financial Securities Indonesia were incorporated as step down subsidiaries.

As per the provisions of Section 212 of the Companies Act, 1956, the Company is required to attach, inter alia, the Directors'' Report, Balance Sheet and Statement of Profit and Loss of the subsidiaries to its annual report. The Ministry of Corporate Affairs, Government of India vide its circular No. 2/2011 dated February 8, 2011 has provided an exemption to companies from complying with the provisions of Section 212 subject to fulfillment of certain conditions as mentioned in the said circular. Accordingly, the annual report of the Company for the FY 2012-13 does not contain the financial statements of the subsidiaries. As required under the aforesaid circular and pursuant to Clause 32 of the Listing Agreement, the consolidated financial statements of the Company duly audited by the statutory auditors form part of this Annual Report. Your Company shall make available, the audited annual accounts and related information of its subsidiaries, to those members who wish to have copies of the same and these documents will also be kept open for inspection by any member at the Registered Office of the Company on any working day, except on Saturdays, between 3.00 p.m. and 5.00 p.m. up to the date of the ensuing Annual General Meeting.

AWARDS AND RECOGNITIONS

Your Company, represented by its subsidiaries and associates has been ranked among Top 100 in "India''s Best Companies to Work for 2013" conducted by Great Place to Work Institute. Your Company''s subsidiaries have also received various other awards, recognitions and certifications during the year under review, the details of which are:

JM Financial Institutional Securities Private Limited

- Featured in India''s best dealmakers 2012 (Business World) under Qualified Institutional Placement category for Mahindra & Mahindra Financial Services Limited.

JM Financial Services Limited

- Ranked among the Top 50 in "India''s Best Companies to Work for 2013" conducted by Great Place to Work Institute.

JM Financial Asset Management Private Limited

- Ranked among Top 100 in "India''s Best Companies to Work for 2013" conducted by Great Place to Work Institute.

- Ranked among the best in the industry (Financial Services) in "India''s Best Companies to Work for 2013" conducted by Great Place to Work Institute.

REPORTS ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS

The reports on Corporate Governance and Management Discussion & Analysis for the year under review, as stipulated under Clause 49 of the Listing Agreement are forming part of the Annual Report. The certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance is annexed to the Corporate Governance Report.

BOARD OF DIRECTORS

In accordance with Article 130 of the Articles of Association of the Company and the provisions of the Companies Act, 1956, Mr. E A Kshirsagar and Mr. Darius E Udwadia, Independent Directors, retire by rotation at the forthcoming Annual General Meeting (AGM) and, being eligible, have offered themselves for re-appointment as Directors of your Company.

Pursuant to the provisions of Section 260 of the Companies Act, 1956, read with Article 117, Mr. Keki Dadiseth was appointed as an additional director by the Board of Directors of the Company with effect from October 30, 2012. He holds office as a Director up to the date of the forthcoming AGM. Your Company has received a notice in writing from a Member proposing his candidature for the office of Director.

Additional Information and brief profile, as stipulated under the Listing Agreement for each of the above Directors seeking re-appointment / appointment, is annexed to the Notice of the AGM. Further, the business items relating to the re-appointment/ appointment of above directors have been included in the Notice of the AGM.

During the year, Mr. Ashith Kampani, a Non-Executive Director resigned from the Board and accordingly ceased to be a Director of your Company with effect from June 30, 2012. The Board of Directors places on record its appreciation for the valuable services rendered by Mr. Kampani during his tenure as a Director of the Company.

Dr. Pravin P Shah, an Independent Director, passed away on December 4, 2012 whereupon he ceased to be a Director of your Company with effect from that date. The Directors place on record their deep appreciation for the valuable contribution made by Dr. Shah during his tenure as a Director of the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 217(2AA) of the Companies Act, 1956 with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

(i) in the preparation of the annual accounts for the financial year ended March 31, 2013, the applicable accounting standards have been followed;

(ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2013, and of the profit or loss of the Company for the year under review;

(iii) the Directors have taken proper and sufficient care for maintaining adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) the Directors have prepared the annual accounts for the financial year ended March 31, 2013 on a ''going concern'' basis.

STATUTORY AUDITORS

M/s. Khimji Kunverji & Co., Chartered Accountants, who are the Statutory Auditors of the Company, hold office, in accordance with the provisions of the Companies Act, 1956, up to the conclusion of the forthcoming Annual General Meeting. They have sought their re-appointment and have confirmed that their re-appointment, if made, will be within the limits prescribed under sub-section (1B) of Section 224 of the Companies Act, 1956 and that they are not beneficially holding any security of the Company as defined under Section 226(3)(e) of the said Act. They have also confirmed that they hold a valid peer review certificate as prescribed under Clause 41(1)(h) of the Listing Agreement. Members are requested to consider their re-appointment.

The Audit committee and Board of Directors have recommended the appointment of M/s. Khimji Kunverji & Co., Chartered Accountants as the Statutory Auditors of the Company for the year 2013-14.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

In view of the nature of activities which are being carried on by your Company, the particulars as prescribed under Section 217(1)(e) of the Companies Act, 1956 read with Companies'' (Disclosures of Particulars in the Report of the Board of Directors) Rules, 1988 regarding Conservation of Energy and Technology Absorption are not applicable to the Company.

During the year under review, your Company has not earned any foreign exchange and the details of the amount spent in foreign exchange is provided in note number 2.28 of the notes to the standalone financial statements which forms part of the audited annual accounts.

CORPORATE SOCIAL RESPONSIBILITY

At JM Financial, an essential component of our Corporate Social Responsibility (CSR) is to care for our community. Your Company has always been a responsible corporate citizen and have partnered with various NGOs and supported organisations which work for relevant social causes. Detailed information on the initiatives by the Company towards CSR activities is provided in the Corporate Social Responsibility section of the Management Discussion and Analysis Report.

PARTICULARS OF EMPLOYEES

In accordance with the provisions of Section 217(2A) of the Companies Act, 1956 and the rules framed thereunder, the names and other particulars of employees are set out in the Annexure II to the Directors'' Report. In terms of the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the Directors'' Report is being sent to all the shareholders of the Company excluding the aforesaid information. The said Annexure is available for inspection at the registered office of the Company. Any shareholder interested in the said information may write to the Company Secretary at the registered office of the Company.

Your Company had 12 employees as on March 31, 2013. Out of the total number of employees, 3 employees employed throughout the year were in receipt of remuneration of more than Rs.60.00 Lakh per annum and 1 employee employed for part of the year was in receipt of remuneration of more than Rs.5.00 Lakh per month.

ACKNOWLEDGEMENTS

Your Directors express their sincere gratitude to the Reserve Bank of India, the Securities and Exchange Board of India, BSE Limited, National Stock Exchange of India Limited, Ministry of Finance, Ministry of Corporate Affairs, Registrar of Companies, Forward Markets Commission, Multi Commodity Exchange of India Limited, Depositories, other government and regulatory authorities, lenders, financial institutions and the Company''s bankers for the ongoing support extended by them. The Directors also place on record their sincere appreciation for the continued support extended by the Company''s stakeholders and trust reposed by them in your Company. Your Directors sincerely appreciate the commitment displayed by the employees of the Company and its subsidiaries across all levels, resulting in successful performance during the year.

On behalf of the Board of Directors

Place: Mumbai Nimesh Kampani

Date: May 30, 2013 Chairman & Managing Director

Mar 31, 2012

The Directors of your Company have pleasure in presenting their Twenty Seventh Annual Report together with the audited annual accounts for the financial year ended March 31, 2012.

FINANCIAL RESULTS

(Rs.in crore)

Consolidated Standalone

2011-12 2010-11 2011-12 2010-11

Gross income 873.97 895.92 63.31 44.12

Profit before depreciation 490.25 494.37 46.21 20.91

and amortization expenses,

Finance costs & Tax expenses

Less: Depreciation and 11.47 12.44 0.54 0.62

amortization expense

[Finance costs 296.07 243.53 0.05 0.02

Less: Reversal of Interest - (10.53) - (10.53)

on income tax refund

Profit before tax 182.71 227.87 45.62 9.74

Provision for tax 56.26 57.99 3.15 2.00

Deferred Tax 3.19 (4.84) (0.03) (2.30)

Tax adjustment of earlier 0.10 (0.37) - #

years (net)

Profit after tax but before 123.16 175.09 42.50 10.04

minority interest and share in asso ciate companies

Less: Share in profit of 9.49 7.38 minority interest (net)

Add: Share in profit of 7.50 6.85 associates

Net Profit 121.17 174.56 42.50 10.04

Add: Balance profit 1,269.52 1,169.06 1,117.24 1,154.75

brought forward from earlier years

Profit available for 1,390.69 1,343.62 1,159.74 1,164.79

appropriation

Appropriations

Proposed dividend 45.04 44.99 45.04 44.99

Dividend distri bution tax 7.31 7.45 0.44 1.06

General reserve 6.22 5.06 5.50 1.50

Statutory reserve 16.20 15.75 - -

Capital redemption reserve - 0.85 - -

Surplus carried to balance 1,315.92 1,269.52 1,108.76 1,117.24

sheet 1,390.69 1,343.62 1,159.74 1,164.79

# Denotes amount below Rs50,000/-

DIVIDEND:

The Directors are pleased to recommend the payment of a dividend of Rs0.60 per share for the financial year 2011-12 which is same as paid for the financial year 2010-11. The payment of dividend together with dividend distribution tax thereon will absorb Rs45.48 Crore as against Rs46.05 Crore during the previous year. The dividend payout ratio on the basis of consolidated profit after tax for the current year, inclusive of tax on dividend is 37.53% as compared to 26.38% for the previous year.

The dividend, if declared at the ensuing Annual General Meeting, will be paid on and from August 16, 2012 to those members whose names would appear in the Register of Members at the close of the business hours on August 3, 2012. In respect of the shares held in dematerialized form, the amount of dividend will be credited to the bank account of the respective members as per the data furnished by the Depositories as on that date.

FINANCIAL PERFORMANCE:

On consolidated basis, your Company earned a gross income of Rs873.97 Crore during the year under review as against Rs895.92 Crore in the previous year. The consolidated profit before tax is Rs182.71 Crore as against Rs227.87 Crore in the previous year. After providing for tax, the consolidated net profit of your Company is Rs121.17 Crore as against Rs174.56 Crore in the previous year. The consolidated net worth of your Company at the yearend stood at Rs1,879.93 Crore which translates to a book value of Rs25.07 per share. The consolidated basic earnings per share is Rs1.62.

On standalone basis, your Company earned gross income of Rs63.31 Crore during the year under review as against Rs44.12 crore reported in the previous year The profit before tax is Rs45.62 Crore as against the Rs9.74 Crore during the previous year. After providing for tax, the net profit of your Company is Rs42.50 Crore as against the net profit of Rs10.04 Crore in the previous year. The basic earnings per share is Rs0.57.

REISSUE OF FORFEITED SHARES:

During the year under review, your Company re-issued 87,000 equity shares of Rs1/- each which were earlier forfeited on account of non-payment of allotment/call moneys. These shares have been issued to JM Financial Group Employees' Welfare Trust at a price of Rs27.46 per share on July 21, 2011.

EMPLOYEE STOCK OPTION SCHEME:

The employee stock option scheme instituted by your Company for the benefit of the employees / directors of the Company and its subsidiaries / associates (the Employees) is in accordance with the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 (SEBI Guidelines). During the year under review, the Compensation Committee of the Board of your Company had on April 21, 2011 granted 7,500,000 stock options to the Employees under the Employees' Stock Option Scheme - Series 4. Out of 23,887,500 stock options granted by the Company under Series 1 to 4, 1,738,227 stock options have lapsed due to the resignation of the Employees. The aggregate number of stock options outstanding as on March 31, 2012 is 22,149,273.

Additionally, the Compensation Committee of the Board of your Company has further granted 7,302,669 stock options to the Employees under the Employees' Stock Option Scheme - Series 5 on April 16, 2012. These options will vest in three equal tranches at the end of first, second and third year from the date of grant. After the grant of the above options the total number of stock options outstanding as on the date of this report stands at 29,451,942.

The disclosures required to be made under Clause 12.1 of the SEBI Guidelines are given in Annexure I to this Report.

DEPOSITS:

Your Company has not accepted any deposits from public within the meaning of Section 58A of the Companies Act, 1956 and the rules made there under and as such no amount of principal or interest was outstanding as on March 31, 2012.

INTERNATIONAL BUSINESS:

The Directors are pleased to report that as a part of the Group's strategy to expand internationally, JM Financial Singapore Pte Ltd. was established as step down subsidiary of your Company in Singapore during the year for carrying on financial services activities. The Group has also made substantial progress in establishing its presence in other jurisdictions, viz., Indonesia and USA.

SUBSIDIARY COMPANIES:

Amalgamation of some of the subsidiaries

During the year under review, as part of management restructuring exercise, various businesses conducted by the subsidiaries of your Company, which had close synergies with each other were proposed to be merged into one entity in order to achieve higher consolidated networth for business and economies of scale arising out of such synergies.

Pursuant to this, it was decided to merge JM Financial Institutional Securities Private Limited, JM Financial Securities Private Limited, JM Financial Ventures Limited and its four subsidiaries viz., Oracle Enterprises Private Limited, Latitude Mercantile Private Limited, Ardour Trading Private Limited and Saptarishi Sales and Trading Private Limited with JM Financial Consultants Private Limited (being renamed as JM Financial Institutional Securities Private Limited), a wholly owned subsidiary of your Company.

The Scheme of Arrangement has since been sanctioned by the High Court of Judicature at Bombay vide its Order dated April 27, 2012. The Appointed Date fixed for the purpose of the amalgamation as above is March 31, 2012.

Audited accounts of subsidiary companies

Your Company's subsidiaries both direct and indirect are; JM Financial Consultants Private Limited (being renamed as JM Financial Institutional Securities Private Limited), JM Financial Products Limited, JM Financial Services Private Limited, JM Financial Asset Management Private Limited, JM Financial Commtrade Limited, JM Financial Investment Managers Limited, Infinite India Investment Management Private Limited, JM Financial Insurance Broking Private Limited, JM Financial GILTS Limited, CR Retail Malls (India) Ltd., JM Financial Overseas Holdings Private Limited, JM Financial Singapore Pte. Ltd. and JM Financial International Private Limited.

In terms of exemption granted by the Ministry of Corporate Affairs, vide General Circular No. 2/2011 dated February 8, 2011, copies of the Balance Sheet, Statement of Profit & Loss, report of the Board of Directors and report of the auditors of the subsidiary companies have not been attached to the annual audited accounts of the Company for the year ended March 31, 2012. However, as required under the aforesaid circular and pursuant to Clause 32 of the Listing Agreement, the consolidated financial statements of the Company duly audited by the statutory auditors forms part of this Annual Report. Your Company shall make available, the audited annual accounts and related information of its subsidiaries, to those shareholders who wish to have copies of the same.

The audited annual accounts of subsidiary companies will also be kept open for inspection by any shareholder at the registered office of the Company on any working day, except on Saturdays, between 3.00 p.m. and 5.00 p.m. up to the date of the ensuing Annual General Meeting.

AWARDS FOR EXCELLENCE IN 2011-12:

Various subsidiaries of your Company have been conferred the following awards during the FY 2011-12;

JM Financial Consultants Private Limited (being renamed as JM Financial Institutional Securities Private Limited),

"Team of the Year" in the Indian Investment Banks category at the International Financial Law Review India Awards 2011.

JM Financial Services Private Limited

- Highest Broker Grading BQ 1 for the year 2011 by the rating agency CRISIL Ltd.

- 'Best Performing National Advisor - Institutional' award at the UTI MF and CNBC TV-18 Financial Advisor Awards 2012.

- Selected amongst the top 10 companies in India for rewards and recognition to the employees given by Great Places to Work Institute.

JM Financial Asset Management Private Limited

ICRA Mutual Fund Awards 2012

- JM Money Manager Fund was ranked as a Five Star Fund in the category of 'Open Ended Ultra Short Term' schemes for its 3 year performance till December 31, 2011.

- JM High Liquidity Fund was ranked as a Seven Star Fund in the category of 'Open Ended Liquid' schemes for its one year performance till December 31, 2011.

- JM High Liquidity Fund-Institutional Plan has been ranked as a Seven Star Fund in the category of 'Open Ended Liquid-IP schemes for its one year performance till December 31, 2011.

MANAGEMENT DISCUSSION & ANALYSIS AND CORPORATE GOVERNANCE REPORTS:

The Management Discussion and Analysis report and the Corporate Governance report for the year under review, together with a Certificate from the Statutory Auditors of your Company on compliance of the conditions of Corporate Governance, as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

DIRECTORS: Composition

The Board comprises seven Directors, five of whom are Non-executive & Independent Directors, one Non-executive Director and one Managing Director.

- Retirement by rotation

In accordance with Article 130 of the Articles of Association of the Company read with the provisions of the Act, Dr. Pravin P Shah and Dr. Vijay Kelkar, retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

- Re-appointment of Managing Director

Your Directors have re-appointed Mr. Nimesh Kampani as Managing Director of the Company for a period of 5 (five) years commencing from April 1, 2012. The resolution seeking approval of the Members for the appointment of Mr. Kampani as Managing Director forms part of the Notice convening the Twenty Seventh Annual General Meeting.

The Board recommends re-appointment of the Directors retiring by rotation and the re-appointment of the Managing director.

A brief profile of the Managing Director and each of the Directors proposed to be re-appointed along with other details and their shareholding in the Company as stipulated under Clause 49 of the Listing Agreement is appended as an annexure to the Notice convening the forthcoming Annual General Meeting.

DIRECTORS' RESPONSIBILITY STATEMENT:

In pursuance of Section 217(2AA) of the Act, the Directors confirm that:

- in the preparation of the annual accounts, the applicable accounting standards have been followed;

- they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company at the end of the financial year and of the profit or loss of your Company for that period;

- they have taken proper and sufficient care for maintaining adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

- they have prepared the annual accounts on a going concern basis.

STATUTORY AUDITORS:

M/s. Khimji Kunverji & Co., Chartered Accountants, Mumbai, retire at the Twenty Seventh Annual General Meeting and being eligible, offer themselves for re-appointment. They have sought their re-appointment and have confirmed that their re-appointment, if made, will be within the limits of the provisions of Section 224(1B) of the Companies Act, 1956 and that they are not beneficially holding any security of the Company as defined under Section 226(3)(e) of the said Act. They have also confirmed that they hold a valid peer review certificate as prescribed under Clause 41(1)(h) of the Listing Agreement.

The Audit Committee and Board of Directors recommend the appointment of M/s. Khimji Kunverji & Co., Chartered Accountants as the Statutory Auditors of the Company for the year 2012-13.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars as required under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, on conservation of energy and technology absorption are not applicable to your Company, since it is not a manufacturing company. During the year under review, your Company has not earned any foreign exchange and the details of the amount spent in foreign exchange is provided in note number 2.28 and 2.29 of the Notes to financial statement which forms part of the audited annual accounts.

CORPORATE SOCIAL RESPONSIBILITY:

At JM Financial, Corporate Social Responsibility (CSR) encompasses much more than social outreach programmes and is an integral part of the way the Company conducts its business. Detailed information on the initiatives of the Company towards CSR activities is provided in the Corporate Social Responsibility section of the Management Discussion and Analysis report.

PARTICULARS OF EMPLOYEES:

In accordance with the provisions of Section 217(2A) of the Companies Act, 1956 and the rules framed there under, the names and other particulars of employees are set out in the Annexure II to the Directors' Report. In terms of the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the Directors' Report is being sent to all the shareholders of the Company excluding the aforesaid information. The said Annexure is available for inspection at the registered office of the Company. Any shareholder interested in the said information may write to the Company Secretary at the registered office of the Company.

Your Company had 26 employees as on March 31, 2012. Out of the total number of employees, 7 employees employed throughout the year were in receipt of remuneration of more than Rs60.00 Lakh per annum and 1 employee employed for part of the year was in receipt of remuneration of more than Rs5.00 Lakh per month.

ACKNOWLEDGEMENTS:

The Directors place on record their sincere appreciation for the ongoing support provided by Securities and Exchange Board of India, Reserve Bank of India, BSE Limited, National Stock Exchange of India Limited, Ministry of Finance, Ministry of Corporate Affairs, Registrar of Companies, Forward Markets Commission, Depositories, other regulatory authorities and the Company's bankers.

The Directors also take this opportunity to express their gratitude to the stakeholders of your Company for their trust and confidence. The Directors recognize and acknowledge the unstinted support provided by the employees at all levels and also for their sincerity, commitment and professionalism. Your Directors look forward to their continuing support and all round efforts.

On behalf of the Board of Directors

Nimesh Kampani

Place: Mumbai Chairman & Managing Director

Date: May 24, 2012

Mar 31, 2011

The Directors of your Company have pleasure in presenting the Twenty Sixth Annual Report together with the audited annual accounts for the financial year ended March 31, 2011.

FINANCIAL RESULTS (Rs. in Crore)

For the year ended

March 31, March 31, March 31, March 31, Particulars 2011 2010 2011 2010 Consolidated Standalone

Gross income 895.13 628.79 44.12 79.04

Profit before depreciation, interest & tax 492.29 261.70 20.91 38.87

Less:Depreciation 12.44 12.00 0.62 0.66

Interest 241.45 58.78 0.02 0.04

Add/(less): Interest income/(reversal) on income tax refund (10.53) 10.53 (10.53) 10.53

Profit before tax 227.87 201.45 9.74 48.70

Provision for tax 57.99 49.87 2.00 3.75

Deferred Tax (4.84) (2.08) (2.30) (2.40)

Tax adjustment of earlier years (net) (0.37) (0.42) # 0.04

Profit after tax but before minority 175.09 154.08 10.04 47.31 interest and share in associate companies

Less: Share in profit of minority interest (net) 7.38 4.45 - -

Add: Share in profit of associates 6.85 2.03 - -

Net Profit 174.56 151.66 10.04 47.31 Add: Balance profit brought forward from earlier years 1,169.06 1,090.55 1,154.75 1,152.31

Profit available for appropriation 1,343.62 1,242.21 1,164.79 1,199.62

Appropriations

Proposed dividend

- Normal 44.99 18.74 44.99 18.74

- Silver jubilee special - 18.74 - 18.74

Dividend distribution tax 7.45 6.42 1.06 2.39

General reserve 5.06 6.63 1.50 5.00

Statutory reserve 15.75 17.93 - -

Capital redemption reserve 0.85 4.69 - -

Surplus carried to balance sheet 1,269.52 1,169.06 1,117.24 1,154.75

1,343.62 1,242.21 1,164.79 1,199.62

# Denotes amount below Rs. 50,000/-

DIVIDEND

Keeping in view the overall performance during the year, your Directors are pleased to recommend the payment of a dividend of Rs. 0.60 per share for the year ended March 31, 2011. The payment of dividend together with distribution tax thereon will absorb Rs. 46.05 Crore. The dividend, if declared at the forthcoming Annual General Meeting, will be dispatched/remitted between July 30, 2011 and August 3, 2011 to those members whose names would appear in the Register of Members at the close of the business hours on July 21, 2011. In respect of shares held in dematerialised form, dividend will be credited to the bank account of the members as per the data furnished by the Depositories as on that date.

FINANCIAL HIGHLIGHTS

On standalone basis, your Company earned gross income of Rs. 44.12 Crore during the year under review as against Rs. 79.04 Crore reported in the previous year. The profit before tax is Rs. 9.74 Crore as against the Rs. 48.70 Crore during the previous year. After providing for tax, the net profit of your Company is Rs. 10.04 Crore as against the net profit of Rs. 47.31 Crore in the previous year. The net worth of your Company at the year end stood at Rs. 1,617.80 Crore which translates to a book value of Rs. 21.57 per share.

On consolidated basis, your Company earned gross income of Rs. 895.13 Crore during the year under review as against Rs. 628.79 Crore in the previous year. The consolidated profit before tax is Rs. 227.87 Crore as against Rs. 201.45 Crore in the previous year. After providing for tax, the consolidated net profit of your Company is Rs. 174.56 Crore as against Rs. 151.66 Crore in the previous year.

EMPLOYEE STOCK OPTION SCHEME

The employee stock option scheme instituted for the benefit of the employees/directors (the Employees) of the Company and its subsidiaries is in accordance with the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999. During the year, your Company also obtained the in principle listing approval for the equity shares to be issued and allotted on exercise of options as and when exercised under the aforesaid scheme.

During the year under review, the Compensation Committee of the Board of your Company granted 3,750,000 options to the eligible Employees. 1,500,000 options granted earlier lapsed due to the resignation of the concerned Employee. Considering the above, the aggregate number of options granted by your Company to the Employees as on March 31, 2011 is 14,887,500. The vesting schedule of these options is in three equal tranches at the end of third, fourth and fifth year from the date of their respective grants and exercisable within a period of 7 years from the date of grant. The first tranche i.e., 1/3rd of the options granted in April 2008 has vested in the Employees on April 15, 2011.

During the current financial year i.e. 2011-12, the Compensation Committee of the Board of your Company has granted 7,500,000 options to the eligible Employees. The vesting schedule of these options is in three equal tranches at the end of first, second and third year from the date of grant viz. April 21, 2011.

The disclosures required to be made under Clause 12.1 of the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, are given in Annexure I to this Report.

SHARES HELD IN DEMATERIALISED FORM

The Companys shares are compulsorily tradable in electronic form. As on March 31, 2011, 99.06 % of the Companys total paid up share capital covering 742,765,625 equity shares has been dematerialised. Those members holding the shares in physical form are encouraged to avail the facility of dematerialisation and get their shares dematerialised.

SUBSIDIARY COMPANIES

Currently, the Companys subsidiaries are; JM Financial Consultants Private Limited, JM Financial Institutional Securities Private Limited, JM Financial Products Limited, JM Financial Securities Private Limited, JM Financial Services Private Limited, JM Financial Asset Management Private Limited, JM Financial Commtrade Limited, JM Financial Investment Managers Limited, JM Financial Ventures Limited, Infinite India Investment Management Private Limited, JM Financial Insurance Broking Private Limited, Oracle Enterprises Private Limited, JM Financial GILTS Limited, JM Financial Overseas Holdings Private Limited, Persepolis Investments Limited and Persepolis PIPE Investments Limited.

During the year, JM Financial GILTS Limited became a subsidiary of your Company, while JM Financial Holdings (Mauritius) Limited and JMF - BR Investments Holdings (Mauritius) Limited, ceased to be the subsidiaries of your Company.

The Company is not attaching copies of the balance-sheet, profit and loss account, reports of the Board of Directors and the Auditors thereon, in respect of the subsidiaries as required under Section 212(1) of the Companies Act, 1956 ("the Act") to its accounts as per the dispensation available pursuant to the directions issued by the Ministry of Corporate Affairs vide general circular no. 2/2011. However, as required under the aforesaid circular and pursuant to Clause 32 of the Listing Agreement, the consolidated financial statements of the Company duly audited by the statutory auditors forms part of this Annual Report. The Company shall make available, the annual accounts and related information of its subsidiaries, to those shareholders who wish to have the copies of the same. Further, these documents shall be available for inspection by a shareholder at the registered office of the Company as well as of its subsidiaries on any working day, except Saturdays, between 11.00 a.m. and 3.00 p.m.

AWARDS FOR EXCELLENCE IN 2010-2011

The Companys subsidiary, viz. JM Financial Services Private Limited has been awarded the "Best Retail Broking House" and "Fastest Growing Equity Broking House (Large Firms)" at the BSE Ã Dun & Bradstreet Equity Broking Awards 2010. Further, JM Government Securities Regular Plan, a GILT fund of JM Financial Mutual Fund was ranked as a Five Star Fund in the category of "Open Ended Gilt Funds" for a three year period ended December 31, 2010, at ICRA Mutual Fund Awards 2011. The Banking analysts of one of the Companys subsidiaries viz. JM Financial Institutional Securities Private Limited were winners of the ET Now/Star Mine Analyst Award for the sector.

MANAGEMENT DISCUSSION AND ANALYSIS & CORPORATE GOVERNANCE REPORT

The Management Discussion and Analysis for the financial year 2010-11 and the report on Corporate Governance, as required under Clause 49 of the Listing Agreement executed with the Stock Exchanges, are given in separate sections forming part of the Annual Report.

A certificate from the statutory auditors of the Company, M/s. Khimji Kunverji & Co., confirming compliance with the conditions of Corporate Governance stipulated in Clause 49 is annexed to the report on Corporate Governance.

DIRECTORS

We are proud that Dr. Vijay Kelkar, a Member of the Board of Directors of your Company was conferred the Padma Vibhushan by the President of India, the Highest Padma Award, in January 2011, for his distinguished and exceptional service to the Nation.

In accordance with Article 130 of the Articles of Association of the Company read with the provisions of the Act, Mr. D E Udwadia and Mr. Paul Zuckerman, retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

Your Directors have re-appointed Mr. Nimesh N Kampani as Managing Director of the Company for a period of 1 (one) year

commencing from April 1, 2011. The resolution seeking approval of the Members for the re-appointment of Mr. Kampani as Managing Director have been incorporated in the Notice of the Annual General Meeting which forms part of the Annual Report.

A brief resume and other details, as stipulated under the Listing Agreement for each of the Directors seeking re-appointment forms part of the Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

In pursuance of Section 217(2AA) of the Act, the Directors confirm that:

- in the preparation of the annual accounts, the applicable accounting standards have been followed;

- they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company at the end of the financial year and of the profit or loss of your Company for that period;

- they have taken proper and sufficient care for maintaining adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

- they have prepared the annual accounts on a going concern basis.

STATUTORY AUDITORS

The retiring auditors, namely, M/s. Khimji Kunverji & Co., Chartered Accountants, Mumbai, hold office until the conclusion of the forthcoming Annual General Meeting and are seeking their re-appointment. They have confirmed that their appointment, if made, at the Annual General Meeting, will be within the limits prescribed under sub-section (1B) of Section 224 of the Act, and that they are not beneficially holding any security of the Company as defined under Section 226(3)(e) of the said Act. They have also confirmed that they hold a valid peer review certificate as prescribed under Clause 41(1)(h) of the Listing Agreement. Accordingly the members approval is being sought to their re-appointment as Auditors of the Company at the ensuing Annual General Meeting and to authorise the Board of Directors to fix their remuneration for the financial year 2011-12.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as required under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, on conservation of energy and technology absorption are not applicable to your Company, since it is not a manufacturing company. During the year under review, your Company has not earned any foreign exchange and the details of the amount spent in foreign exchange is provided in note number 13 and 14 of the Notes on Accounts which forms part of the Annual Report.

PARTICULARS OF EMPLOYEES

The information required under Section 217(2A) of the Act, read with the Companies (Particulars of Employees) Rules, 1975, is set out in Annexure II to this Report. In accordance with Section 219(1)(b)(iv) of the Act, the Report and Accounts are being sent to the Members excluding the aforesaid Annexure II. Any Member interested in obtaining a copy of the said Annexure may write to the Company Secretary at the registered office of the Company. Your Company had 27 employees as on March 31, 2011. Out of the total number of employees, 6 employees employed throughout the year were in receipt of remuneration of more than ? 60.00 Lakh per

annum and 9 employees employed for part of the year were in receipt of remuneration of more than Rs. 5.00 Lakh per month. The total employee strength of JM Financial Group was 1,129 as on March 31, 2011.

ACKNOWLEDGEMENTS

Your Directors place on record their appreciation for the support extended by the Securities and Exchange Board of India, Reserve Bank of India, Bombay Stock Exchange Limited, National Stock Exchange of India Limited, Ministry of Corporate Affairs, Registrar of Companies, Forward Markets Commission, Multi Commodity Exchange of India Limited, Depositories and other authorities and look forward to receiving their continued support and encouragement. Your Directors would also like to take this opportunity to express their gratitude to the stakeholders of the Company for their trust and support. The Board also wishes to thank the employees of the Company and its subsidiaries at all levels for the dedicated services rendered by them.

On behalf of the Board of Directors

Nimesh N Kampani Chairman & Managing Director

Place: Mumbai Date : May 25, 2011

Mar 31, 2010

The Directors of your Company are pleased to present their Twenty Fifth Annual Report together with the audited annual accounts for the financial year ended March 31, 2010.

FINANCIAL RESULTS (Rs.in Crore)

For the year ended

March 31, March 31, March 31, March 31, Particulars 2010 2009 2010 2009

Consolidated Standalone

Gross income 598.81 464.92 95.29 24.54

Profit before depreciation, interest & tax 231.72 166.33 48.29 15.28

Less: Depreciation 12.00 12.11 0.66 0.27

Interest 58.78 60.01 0.04 0.03

Provision/(Reversal) for/of diminution in value (25.22) 136.72 (1.11) 1.83 of investments

Provision/(Reversal) for/of mark-to- market loss on (15.29) 17.18 - - securities

Provision on standard assets - 18.79 - -

Profit/(Loss) before tax 201.45 (78.48) 48.70 13.15

Provision for tax 47.37 28.32 1.39 5.13

Provision for fringe benefit tax - 1.18 - 0.05

Profit/(Loss) after tax but before minority 154.08 (107.98) 47.31 7.97 interest and share in associate companies

Less: Share of minority interest (net) 4.45 (0.19) - -

Add: Share of Profit in associate companies 2.03 2.58 - -

Net Profit/(Loss) 151.66 (105.21) 47.31 7.97

Add: Profit brought forward from earlier years 1090.55 1225.40 1152.31 1160.39

Profit available for appropriation 1242.21 1120.19 1199.62 1168.36

APPROPRIATIONS

Proposed dividend

-Normal 18.74 15.00 18.74 15.00

- Silver jubilee special 18.74 - 18.74 -

Dividend distri -bution tax 6.42 2.55 2.40 0.05

General reserve 6.63 1.00 5.00 1.00

Statutory reserve 17.93 11.09 - -

Capital redemption reserve 4.69 - - -

Balance carried to balance sheet 1169.06 1090.55 1154.74 1152.31

1242.21 1120.19 1199.62 1168.36

DIVIDEND

Your Directors are pleased to recommend the payment of a normal dividend of Re. 0.25 per share and a "Silver Jubilee Special Dividend" of Re.0.25 per share for the year ended March 31, 2010. The payment of dividend together with distribution tax thereon will absorb Rs.39.88 crore. The dividend, if declared at the forthcoming Annual General Meeting, will be paid on or after July 30, 2010 to those Members whose names would appear in the Register of Members at the close of business hours on July 21, 2010. In respect of shares held in dematerialised form, it will be paid to those Members whose names are furnished by the Depositories as beneficial owners as on that date.

FINANCIAL HIGHLIGHTS

On a consolidated basis, your Company earned a gross income of Rs.598.81 crore during the year as against Rs.464.92 crore in the previous year; and the profit before tax of Rs.201.45 crore as against the loss before tax of Rs.78.48 crore during the previous year.

On a standalone basis, your Company earned a higher gross income of Rs.95.29 crore during the year as against Rs.24.54 crore in the previous year; and profit before tax of Rs.48.70 crore as against Rs.13.15 crore during the previous year. The higher revenue and profit is largely attributed to higher interest income from treasury oparations and the receipt of interim dividend from the subsidiaries of your Company. The net worth of your Company at the year end stands at Rs.1653.80 crore which translates to a book value of Rs.22.06 per share.

EMPLOYEE STOCK OPTION SCHEME

As reported in the previous years report, your Company has instituted Employee Stock Option Scheme (ESOS) for the benefit of the employees/directors (the Employees) of the Company and/or its subsidiaries. During the year under review and current financial year, the Compensation Committee of the Board of your Company has granted 52,50,000 options to the eligible employees. With this, the aggregate number of options granted by your Company to the Employees is 1,63,87,500. The vesting schedule of these options is in three equal tranches at the end of third, fourth and fifth year from the date of their respective grants and the exercise period is 7 years from the date of grant.

The details of ESOS as stipulated under Clause 12.1 of SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 are given in Annexure I to this Report.

SUBSIDIARY COMPANIES

The subsidiaries of the Company are: JM Financial Consultants Private Limited, JM Financial Services Private Limited, JM Financial Investment Managers Limited, JM Financial Commtrade Limited, JM Financial Ventures Limited, JM Financial Products Private Limited, JM Financial Securities Private Limited, JM Financial Institutional Securities Private Limited, JM Financial Asset Management Private Limited, JM Financial Holdings (Mauritius) Limited, JMF-BR Investments Holdings (Mauritius) Limited, Oracle Enterprises Private Limited, JM Financial Overseas Holdings Private Limited, JM Financial Insurance Broking Private Limited, Persepolis Investments Limited, Persepolis PIPE & Investments Limited and Infinite India Investment Management Private Limited.

During the year, the Joint Venture formed in the areas of real estate fund and property management with SRS Private Investment Management LLC (SRS) was terminated. Pursuant to this termination, your Company, which owned 50% equity in Infinite India Investment Management Private Limited (Infinite), a joint venture entity, acquired 46.88% equity held by SRS. Consequently, Infinite has become a subsidiary of your Company. The remaining 3.12% equity has since been acquired by your Company during the current financial year. With this, Infinite has become a wholly owned subsidiary of your Company.

The Ministry of Corporate Affairs has granted exemption to your Company under Section 21 2(8) of the Companies Act, 1956 with regard to attaching the Balance Sheet, Profit & Loss Account and other documents of all its subsidiaries for the year ended March 31, 2010. However, the shareholders who wish to have a copy of the annual audited accounts of the subsidiaries will be provided the same upon receipt of a request from them. These documents will be put up on the Companys website viz. www.jmfinancial.in and will also be available for inspection by any shareholder at the registered office of the Company on any working day. The financial information of subsidiary companies is disclosed along with the consolidated financial statements. In accordance with the requirements of the Listing Agreement executed with the Stock Exchanges, the consolidated financial statements of the Company are annexed to the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS & CORPORATE GOVERNANCE REPORT

The Management Discussion and Analysis for the financial year 2009-10 and a detailed report on Corporate Governance, as required under Clause 49 of the Listing Agreement executed with the Stock Exchanges, are given in separate sections forming part of the Annual Report.

A certificate from the statutory auditors of the Company, M/s. Khimji Kunverji & Co., confirming compliance with the conditions of Corporate Governance stipulated in Clause 49 is annexed to the report on Corporate Governance.

DIRECTORS

In accordance with Article 1 30 of the Articles of Association of the Company read with the provisions of the Companies Act, 1956, Mr. Ashith N Kampani and Mr. E A Kshirsagar, retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

Pursuant to the provisions of Section 260 of the Companies Act, 1956, read with Article 117, Dr. Vijay Kelkar was appointed as an additional director of the Company with effect from March 19, 2010. He holds Office as a Director up to the date of the forthcoming Annual General Meeting. Your Company has received notice in writing from a Member proposing his candidature for the office of Director.

A brief resume and other details, as stipulated under the Listing Agreement for each of the above Directors seeking appointment/re-appointment are given as Additional Information on Directors which forms part of the Notice. Further, the required resolutions for appointment of the above Directors at the forthcoming Annual General Meeting are included in the Notice convening the Annual General Meeting.

Mr. M R Mondkar ceased to be a Director of the Company with effect from April 1, 2010. The Board of Directors places on record its sincere appreciation for the valuable services rendered by Mr. Mondkar during his tenure as a Director of the Company.

As was reported in the previous years report, Nagarjuna Finance Limited (NFL) was not in default of repayment of fixed deposits and/or interest thereon during the time Mr. Nimesh N Kampani was a non executive director of NFL. Mr. Kampani has been actively contesting the allegations made against him for defaults in repayment of fixed deposits and interest thereon.

The Directors have been informed that in the matter of non payment of deposits of NFL, the Honble High Court in Andhra Pradesh at Hyderabad on October 14, 2009, granted an interim stay of all further proceedings including lookout notices issued against Mr. Kampani until further orders. In civil case pertaining to the same matter, the Honble High Court in Andhra Pradesh, in company appeal of 2003, writ petition of 2004 and company petitions of 2002, 2003, 2004, 2005 and 2006, has recently passed an Order, inter alia, stating that the promoter and erstwhile directors are not liable for the affairs of NFL after their resignation from the board of directors and consequently they are personally not liable to pay the amounts to the depositors.

DIRECTORS RESPONSIBILITY STATEMENT

In pursuance of Section 217(2AA) of the Companies Act, 1956, the Directors confirm that:

- in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures from the same; .ÃÂ¦--.,.ÃÂ¦-

- they have selected such accounting policies and applied them consistently and made judgments and estimates that 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 year;

- they have taken proper and sufficient care for maintaining adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

- they have prepared the annual accounts on a going concern basis.

STATUTORY AUDITORS

The retiring auditors, namely, M/s. Khimji Kunverji & Co., Chartered Accountants, Mumbai, hold office until the conclusion of the forthcoming Annual General Meeting and are seeking re-appointment. They have confirmed that their appointment, if made, at the Annual General Meeting, will be within the limits prescribed under sub-section (1 B) of Section 224 of the Companies Act, 1956 and that they are not beneficially holding any security of your Company as defined under Section 226(3)(e) of the said Act. They have also confirmed that they hold a valid peer review certificate as prescribed under Clause 41(l)(h) of the Listing Agreement. Members are requested to consider their re-appointment.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as required under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, on conservation of energy and technology absorption are not applicable to your Company, since it is not a manufacturing company. During the year under review, your Company has not earned any foreign exchange and the details of the amount spent in foreign exchange is provided in note number 13 and 14 of the Notes to Accounts which forms part of the Annual Report.

PARTICULARS OF EMPLOYEES

The information required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, is set out in Annexure II to this Report. Your Company had 26 employees as on March 31, 201 0. Out of the total number of employees, 14 employees employed throughout the year were in receipt of remuneration of more than Rs.24.00 lakh per annum and 2 employees employed for part of the year were in receipt of remuneration of more than Rs.2.00 lakh per month.

In accordance with Section 21 9(l)(b)(iv) of the Companies Act, 1956, the Report and Accounts are being sent to the Members excluding the aforesaid Annexure. Any Member interested in obtaining a copy of the said Annexure may write to the Company Secretary at the registered office of the Company.

ACKNOWLEDGEMENTS

Your Directors place on record their gratitude for the continued co-operation and guidance extended by the Securities and Exchange Board of India, Reserve Bank of India, Bombay Stock Exchange Limited, National Stock Exchange of India Limited and Bankers of the Company. Your Directors also wish to express their gratitude to the Members and all other stakeholders of the Company for their trust and patronage and place on record their appreciation for the committed service rendered by the employees of your Company and its subsidiaries, joint venture and associates.

On behalf of the Board of Directors

Place: Mumbai Nimesh N Kampani

Date: May 25, 2010 Chairman & Managing Director

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