DIRECTORS' REPORT

The Board of Directors (the "Board") is pleased to present the Forty First (41^st) Annual Report of JM Financial Limited
(the "Company") along with the standalone and consolidated audited financial statements for the financial year ended
March 31, 2026.

Financial Performance and Appropriations

The standalone and consolidated financial statements of the Company are prepared in accordance with the applicable provisions
of the Companies Act, 2013 (the "Act") and rules thereunder including Indian Accounting Standards (the "Ind AS") as specified in
Section 133 of the Act, read with Companies (Indian Accounting Standards) Rules, 2015 and amendments thereof.

The standalone and consolidated financial highlights of the Company for the year ended March 31, 2026 are summarised below:

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* The Board had approved the transfer of the Private Wealth Business to JM Financial Services Limited (the "JMFSL"), a wholly-owned subsidiary of the
Company through a slump sale on a going concern basis effective April 1, 2025. Accordingly, the financial performance for the previous year pertaining to the
Private Wealth Business has been classified as "discontinued operations" in the standalone financial statements.

Key highlights of standalone financial performance

Increase in the Company's standalone gross income
by 24.71% which stood at J 1,202.17 crore for the
financial year 2025-26 as against ? 964.00 crore for the
financial year 2024-25.

Increase in the Company's profit before tax by 43.20%
which stood at J 811.13 crore for the financial year
2025-26 as against ? 566.45 crore for the financial year
2024-25.

Increase in the profit after tax by 24.85% which stood at
J 693.14 crore in the current financial year as against
H 555.17 crore for the previous financial year.

The increase in the profitability was primarily on account
of higher fee and commission income, which grew to
? 572.15 crore from ? 507.27 crore in the previous year, due
to rise in deal closures in investment banking business.
Additionally, interest income on Income Tax refund of
? 112.80 crore and dividend income from the subsidiaries
also contributed to the extent of ? 233.97 crore as against
? 183.91 crore in the previous year.

Key highlights of consolidated financial performance

The consolidated financials reflect the cumulative performance
of the Company and its various subsidiaries, associates,
partnership firm and association of persons.

Decrease in the Company's consolidated gross
y 4.32% which stood at 4,260.59 crore for
the financial year 2025-26 as against ? 4,452.83
crore for the financial year 2024-25. The decrease is
primarily on account of reduction in interest income
during the year under review to ? 1,652.16 crore from
? 1,928.29 crore in the previous year pursuant to
reduction in overall loan book.

Increase in the Company's profit before tax by 58.54%
which stood at J 1,580.43 crore for the financial year
2025-26 as against ? 996.85 crore for the financial
year 2024-25.

Increase in the profit after tax by 46.35% which stood
at J1,201.97 crore in the current financial year as
against ? 821.31 crore for the previous financial year.

The increase in the profitability was driven by performance
across all the operating segments primarily led by Private
Markets segment for which profits grew to ? 541.76 crore from
? 150.82 crore in the previous year. The profits of the Private
Markets segment increased primarily on account of reversal
of impairment provision upon resolution of non-performing
assets during the year under review.

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

The Management Discussion and Analysis Report contains
a comprehensive overview of the Company's businesses,
financial and operational performance. For an in-depth analysis,
please refer to this section forming part of the Annual Report.

General Reserve

Pursuant to the scheme of amalgamation becoming effective
from January 18, 2018, JM Financial Institutional Securities
Limited and JM Financial Investment Managers Limited were
amalgamated with the Company. Upon amalgamation, the
Company ceased to be a Core Investment Company. The
statutory reserve amounting to ? 59.44 crore created under
Section 45-IC of the Reserve Bank of India Act, 1934 has now
been transferred to the General Reserve of the Company at the
end of the financial year 2025-26.

Dividend

Considering the strong financial performance of the Company
and the cash flows, the Board at its meeting held on May 29,
2026, recommended a final dividend of ? 1.75/- per equity
share of the face value of ? 1/- each for the financial year
2025-26. The payment of final dividend is subject to the
approval of the Members at the ensuing Annual General Meeting
(the "AGM") of the Company.

Further, the Board at its meeting held on November 6,
2025, had also declared an interim dividend of ? 1.50/-
per equity share of the face value of ? 1/- each. The total
dividend pay-out for the financial year 2025-26, including
the proposed final dividend (if approved by the Members)
aggregates to ? 3.25/- per equity share of the face value of
H 1/- each and involves a total cash outflow of H 310.81
crore, representing a dividend pay-out ratio of 25.86% of the

consolidated net profit for the year. In the previous year, the
Company had declared a total dividend of H 2.70/- per equity
share of the face value of H 1/- each with a total cash outflow of
H 258.10 crore in the financial year 2024-25 resulting in a
dividend pay-out ratio of 31.43%.

In accordance with Regulation 43A of the Securities and

Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations,
2015 (the "SEBI Listing Regulations"), the

Company has adopted the Dividend Distribution
Policy, which covers various internal and
external factors/parameters to be considered

by Board while recommending the dividend viz., retained
earnings, Company's track record, etc. The said policy, is
available on the website of the Company athttps://jmfl.com/
investor-relations/Policy for Dividend Distribution.pdf. The
proposed final dividend is in accordance with the principles and
criteria set out in the Company's Dividend Distribution Policy.

If approved, the final dividend will be paid to those Members,
whose names appear in the register of members/statement
of beneficial ownership as at the close of business hours on
Friday, June 12, 2026, being the record date. The payment
of final dividend will be subject to tax as per the applicable
Income-tax Act.

The ESOS is in compliance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021 (the "SEBI SBEB Regulations") and other applicable circulars issued by SEBI from time to time.
A certificate from the Secretarial Auditors confirming that the scheme has been implemented in accordance with SEBI SBEB
Regulations, will be placed at the ensuing AGM for inspection by the Members.

The disclosure relating to the ESOS, in line with applicable SEBI SBEB Regulations, is available on the Company's ' _

website athttps://jmfl.com/investor-relation/agm-egm.html. Additionally, the relevant disclosures under Ind AS
102 relating to share based payments, are included in note 31 of the notes to the standalone financial statements reSjSKt
and note 45 of the notes to the consolidated financial statements of the Company. ( /

Subsidiaries, Associates, Partnership Firm and Association of Person

The Company has fourteen (14) subsidiary companies, one (1) associate company, one (1) partnership firm and one (1) association
of person as specified below:

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

Additionally, during the year, JM Financial Private Wealth, Inc was incorporated in the State of Delaware, United States of America, on November 10, 2025.
The said entity is yet to commence business operations and will operate as a Subsidiary (step-down) of the Company upon its capitalisation by JM Financial
Overseas Holdings Private Limited.

A comprehensive report on the performance and financial position of each of the subsidiaries and associates _ __

is included in the consolidated financial statements. Additionally, a statement containing the salient features of

the financial statements of the subsidiaries and associates is provided in Form AOC-1, which forms part of the fcggdjElJ

Annual Report for the financial year 2025-26. rn&fTj

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To view the financial statements/annual reports of Subsidiaries/Associates visit https://jmfl.com/investor- ---

relations/financial-results or scan the QR code.

Key events during the year

1. Transfer of Private Wealth Business:

As reported earlier, the Board had approved the transfer of the Private Wealth business to JM Financial Services Limited
(the “JMFSL"), a wholly owned subsidiary of the Company through a slump sale on a going concern basis, with effective date
of transfer being April 1, 2025.

4. Incorporation of new Step-down Subsidiary - JM Financial
Private Wealth, Inc:

During the year, JM Financial Private Wealth, Inc
(the "JMFPW") was incorporated in the state of Delaware,
United States of America on November 10, 2025, to carry
on the business of providing wealth management and
advisory services to high-net-worth individuals, family
offices, corporates and institutions, as a registered
investment adviser. JMFPW is yet to commence
business operations.

5. Investment in JM Financial Overseas Holdings Private
Limited by the Company:

During the year, the Company subscribed to 24,25,000
ordinary shares of USD 1/- each of JM Financial Overseas
Holdings Private Limited (the "JMFOHPL"), its wholly
owned subsidiary for an aggregate consideration of USD
3.59 million (~ ? 33.70 crore). This additional investment
was made to support the expansion of the overseas
businesses. The said shares were allotted to the Company
on May 12, 2026 post receipt of the required regulatory
approvals. Since the said shares were allotted only
after the balance sheet date, the amount subscribed is
reflected as share application money, pending allotment,
in the standalone financial statements of the Company as
at March 31, 2026.

Awards and Recognition

During the year under review, the following prestigious awards and certifications, reflecting excellence across various domains
were received as below:

Finance Asia Award 2025 JM Financial Limited honoured as Best Investment Bank - Domestic (India).

(June 2025) JM Financial Limited honoured as Best M&A House - Domestic (India).

2025^sSeptembe^kp2025^s ^ ^W°^men JM Financial Limited has been recognised as one of India's Best Workplaces for Women.

ASSOCHAM Nati_onal Water Award JM Financial Institutional Securities Limited has been awarded the ASSOCHAM National

Water Award 2025 under the 'Water for Community - CSR Initiatives by Industry'
(December 2025) category.

The above can be viewed onhttps://jmfl.com/who-we-are/AWARDS-and-RECOGNITION

Board of Directors, its Committees & Key Managerial Personnel
• Composition of the Board

In accordance with the applicable provisions of the Act and SEBI Listing Regulations, the composition of the Board has an
optimum combination of Executive, Non-Executive and Independent Directors.

As on March 31,2026, the Board of the Company comprised nine (9) Directors, of which, five (5) were Independent Directors
including one (1) Woman Independent Director, two (2) Executive Directors (Managing Directors) and two (2) Non-Executive
Directors. For complete list of Directors of the Company, please refer to the Report on Corporate Governance, forming part
of this Annual Report.

Appointment/Re-appointment of Directors during the year and till the date of this report
Retirement by Rotation:

In accordance with the applicable provisions of Section 152 of the Act, Mr. Vishal Kampani (DIN: 00009079), Vice Chairman and
Managing Director, being the longest in office, retires by rotation at the ensuing AGM of the Company. Being eligible, Mr. Kampani
has offered himself for re-appointment as a Director. The necessary resolution in relation to the same, along with required
information, forms part of the Notice of the ensuing AGM.

Re-appointment of Independent Directors:

The first term of Ms. Roshini Bakshi and Mr. Navroz Udwadia as Independent Directors ends on December 8, 2026, while that of
Mr. Pradip Kanakia and Mr. Sumit Bose are ending on February 6, 2027 and May 23, 2027, respectively.

Based on the recommendation of the NRC, the Board at its meeting held on May 29, 2026, has approved the re-appointment of
the above Independent Directors as per the details given below:

The said appointments shall be subject to approval of the Members of the Company at the ensuing AGM and accordingly forms
part of the Notice of the ensuing AGM.

Each of these Directors being eligible have provided their consent to be re-appointed as Independent Directors of the Company for
a second term. Basis the performance evaluation report, skill sets, experience and substantial contribution made by them during
their first term, the Board is of the opinion that the aforesaid Directors holds high standards of integrity, expertise and experience.

Mr. Bose had expressed his willingness to continue as an Independent Director until he attains the age of seventy-five (75) years
on March 29, 2029. However, the Board has, with consent of Mr. Bose, proposed his re-appointment for a second term up to
May 30, 2029, as the annual financial statements for the financial year 2028-29 are expected to have been finalised and adopted by
the Board by that date.

During the year, there were no changes in the KMP of the
Company. Further, Mr. Vishal Kampani is also the Vice Chairman
and Managing Director of JM Financial Credit Solutions Limited,
a material subsidiary of the Company, and also receives
remuneration therefrom in accordance with the applicable
provisions of the Act, as approved by their board and members.

Declaration by the Independent Directors

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

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

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

Based on the declarations submitted by the Independent
Directors, the Board noted that Independent Directors fulfil the
conditions specified in the Act and SEBI Listing Regulations
and are independent of the management of the Company.
During the financial year 2025-26, the Independent Directors
had no pecuniary relationship or transactions with the
Company, except as disclosed in the Report on Corporate
Governance, forming part of this Annual Report.

The Company has adopted the Code of Conduct each for its
Directors and Senior Management Personnel (the "Code of
Conduct") in accordance with applicable provisions of the
Act and SEBI Listing Regulations. All the board members and
senior management personnel of the Company have affirmed
compliance with the Code of Conduct.

The Code of Conduct is available on the website of the Company athttps://jmfl.com/
investor-relations/Code of Conduct for Directors.pdf and https://jmfl.com/investor-
relations/Code of Conduct for Senior Management Personnel.pdf

Board Meetings

Five (5) Board meetings were held on May 12, 2025, August
11, 2025, September 25, 2025, November 6, 2025 and
February 5, 2026 during the financial year 2025-26. The
maximum interval between two (2) meetings did not exceed
One hundred and Twenty (120) days, as prescribed under the
Act and SEBI Listing Regulations.

During the year, the Board considered and approved various
strategic, operational, financial, governance and statutory
matters. These, inter alia, included approval of financial results,
statutory matters, review of business performance, strategy,
risk management, compliance, key policies, and other matters
requiring the Board's guidance.

Additionally, continuing the practice followed in the previous
year, a Strategy Meeting of the Board was also held on
May 28, 2026.

For further details, including the number of meetings held
during the year and attendance of the Directors thereat, please
refer to the Report on Corporate Governance, forming part of
this Annual Report.

Board Committees

The Board has constituted the following Committees in
accordance with the Act and the SEBI Listing Regulations, to
oversee various aspects of governance and operations. A brief
overview of the Board Committees and its composition as on
March 31, 2026 is as below:

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

https://jmfl.com/investor-relations/Policy on Performance
Evaluation and Remuneration of the Directors.pdf

Details of the policy on Performance Evaluation and
Remuneration of the Directors along with the remuneration/
criteria and other matters have been disclosed in the Report
on Corporate Governance, forming part of this Annual Report.

Evaluation of the Board of Directors

The annual evaluation of the Board of Directors, its Committees
and individual Directors was carried out in accordance with the
provisions of the Act and SEBI Listing Regulations. Structured
questionnaires designed to assess the performance of Board
as a whole, its Committees and individual Directors were
developed in line with the Policy on Performance Evaluation
and Remuneration of the Directors.

The above evaluation focused on various aspects of the Board
and Committees functioning including their composition,
experience, competencies, performance of specific duties,
governance matters, attendance, individual contribution and
the exercise of independent judgement. It was conducted
based on the following key principles and various performance
parameters as mentioned below:

Meeting of Independent Directors

Pursuant to the Act and SEBI Listing Regulations, the
Independent Directors met on March 26, 2026 without the
presence of Non-Independent Directors and members of the

management. For more details, refer Report on Corporate
Governace, forming part of this Annual Report.

Directors' Responsibility Statement

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

a) in the preparation of the annual accounts, the
applicable accounting standards have been followed
and that no material departure(s) have 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 the 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.

The aforesaid statement has also been reviewed and confirmed
by the Audit Committee.

Statutory Auditors

KKC & Associates LLP, Chartered Accountants (the "KKC")
(Firm registration no. 105146W/W100621) were appointed as
the Statutory Auditors of the Company, for a period of five (5)
consecutive years from the conclusion of the Thirty Ninth AGM
until the conclusion of the Forty Fourth AGM to be held in the
financial year 2029-30. KKC have confirmed their independence
and eligibility under applicable provisions of the Act.

Further, in accordance with the NFRA Circular dated
January 7, 2026, regarding 'Effective Communication between
Statutory Auditors and Those Charged with Governance',
the Company has established a framework for structured,
two-way communication between the Auditors and the Audit
Committee/Board/Those Charged With Governance.

Auditor's Report

The Auditor's Report both on standalone and consolidated
annual financial statements of the Company for the financial
year ended March 31, 2026, forms part of the Annual Report.
The said reports were issued by the Statutory Auditors with an
unmodified opinion and does not contain any qualifications,
reservations or adverse remarks. The Auditors have not
reported any incidents of fraud to the Audit Committee under
Section 143(12) of the Act. The notes to the accounts referred
to in the Auditor's Report are self-explanatory and therefore do
not call for any further explanation or comments.

Secretarial Auditors

During the year, the Members of the Company, at the Fortieth (40^th)
AGM held on August 12, 2025, had approved the appointment
of Shroff Negandhi and Associates LLP, Company Secretaries
(the "SNA LLP") (Firm registration no. L2022MH012100)
as the Secretarial Auditors of the Company for a period of
five (5) consecutive years commencing from financial year
2025-26 till financial year 2029-30 to conduct the secretarial
audit. Accordingly, SNA LLP have conducted the secretarial
audit of the Company for the financial year 2025-26.

The secretarial audit report for the financial year ended March
31, 2026 is annexed as Annexure I and forms part of this
Report. The said report issued by the Secretarial Auditors does
not contain any observations, reservations, qualifications or
adverse remark or disclaimer. During the year, the Secretarial
Auditors have not reported any incidents of fraud under Section
143(12) of the Act.

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

The Company does not have a material unlisted Indian
subsidiary as on March 31, 2026 and as such the requirement
under Regulation 24A of the SEBI Listing Regulations regarding
the Secretarial Audit of material unlisted subsidiary is not
applicable to the Company for the year under review. Details of
material subsidiaries of the Company is provided in the Report
on Corporate Governance, forming part of this Annual Report.

Secretarial Standards

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

Internal Auditors

The Company has established a robust Internal Audit
function, operating on an audit plan approved by the Audit
Committee, focusing on internal controls, governance,
and statutory compliance. Based on the recommendation
of the Audit Committee, the Board at its meeting held on
May 12, 2025, appointed Aneja Associates, Chartered
Accountants, as the Internal Auditors of the Company
for the financial year 2025-26 in accordance with the
provisions of the Act.

The Audit Committee, on an half yearly basis, reviews the
internal audit reports based on the approved plan, which
includes audit observations, corrective and preventive actions.
The Audit Committee also reviews adequacy and effectiveness
of internal controls based on such reports. Members of the
Audit Committee and the Internal Auditors are free to engage in
open dialogue with one another at any time.

Corporate Social Responsibility

In accordance with the provisions of Section 135 of
the Act, the Board has constituted the Corporate Social
Responsibility Committee (the "CSR Committee"). The
composition is as follows:

Brief terms of reference, details of meetings held and
attendance thereat, are provided in the Report on Corporate
Governance, forming part of this Annual Report.

Corporate Social Responsibility Projects/Annual Action Plan

During the financial year 2025-26, the Company's CSR obligation
was H 4.56 crore. Out of which, H 1.16 crore was spent towards
the following CSR projects as per the approved Annual Action
Plan for FY 2025-26:

• JM Financial Shiksha Samarthan (Pan-India)

This project was initiated in May 2021 as a response to
the Covid-19 pandemic in India. It aims to extend support
quality education, protection and holistic care to children
who have lost either/both parents to the pandemic, up till
their completion of grade 12 education.

• Shri Vardhman Nidan Seva (Jamui, Bihar)

This project was initiated in December 2020, to provide
primary - curative and preventive healthcare services to
underserved and marginalised families in rural Jamui,
Bihar. As of FY 2025-26, the project services are extended
to communities across 45 villages and 69 hamlets of
Khaira, Laxmipur and Sikandra blocks of the said district.

The aforesaid CSR projects are in accordance with the
activities specified under Schedule VII to the Act. Brief
overview of the same is available on the website of the
Company athttps://jmfl.com/giving-csr/projects.

The Report on CSR activities as mandated under the Companies
(Corporate Social Responsibility Policy) Rules, 2014 is annexed
as Annexure II and forms an integral part of this Report.
Further, the JM Financial Group's aggregate CSR contribution
for financial year 2025-26 stood at ?21.33 crore. For a detailed
overview of our CSR initiatives, please refer the CSR section of
the Management Discussion and Analysis Report, forming part
of this Annual Report.

CSR Policy

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

• Criteria for project and area selection;

• Annual budget allocation;

• Execution and implementation modalities;

• Reporting of the CSR activities;

• Monitoring mechanisms for CSR initiatives; and

• Formulation of an annual action plan.

The CSR Policy is available on the website of the Company at
https://jmfl.com/investor-relations/ , ' "T

CSR Policy.pdf. I EtaE

The Chief Financial Officer has certified that RSrBW
the funds disbursed basis the annual action Esssy
plan for the financial year 2025-26 have been
utilised for the purpose and in the manner as
approved by the Board.

Risk Management

Risk Management is an integral part to the Company's strategy
for achieving the long-term goals. The risk is managed through
risk management framework approved by the Board of Directors,

encompassing independent identification, measurement and
management of risk across various businesses of the Group. The
Group is exposed to a variety of risks including credit risk, market
risk, liquidity risk, operational risk, reputation risk, regulatory &
compliance risk, competition risk, business continuity risk, cyber
risks, Environmental, Social and Governance ("ESG”) related risk
and climate and environmental risk.

To effectively address these challenges, the Company has
established a comprehensive risk management policy to
identify, evaluate, mitigate and manage the risks that are
encountered during the conduct of business activities, which
may pose significant loss or threat to the Company.

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

During the financial year 2025-26, the RM and ESG Committee
continued to oversee the Company's risk management
framework, with a focus on cyber security, data privacy, business
continuity planning, and the risk mitigation measures. The
Committee also reviewed the Company's progress on its ESG
journey and sustainability initiatives. This aims to strengthen
governance practices and foster an ESG-driven corporate culture.

Further, details regarding the development and implementation
of Risk Management Policy including risk mitigation processes
have been covered at length in the Management Discussion
and Analysis Report, forming part of this Annual Report.

Compliance Management Tool

The Company has implemented a web-based Compliance
Management System which helps to identify, track and monitor
regulatory as well as internal compliances across various
departments of the Company. It provides system-driven alerts
to the respective owners for complying with the applicable
laws and regulations. Compliance based tasks are mapped
to respective users (maker and checker), who in turn ensure
to complete the same within stipulated timelines and update
the necessary systems to facilitate monitoring. Any changes in
the regulatory landscape, impacting the Company, are suitably
built into the system from time to time. In accordance with best
governance practices, quarterly reports to the Board regarding
the status of compliance with applicable laws of the Company

are provided. Further, summary of compliance certificate of the
subsidiaries of the Company is also presented to the Board.

Internal financial control systems and its adequacy

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

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

The internal financial control system of the Company is
supplemented with internal audits, regular reviews by
the management and checks by external auditors. These
mechanisms provide reasonable assurance in respect of
financial and operational information, compliance with
applicable statutes, safeguarding of assets of the Company,
prevention and detection of frauds, accuracy and completeness
of accounting records and adherence to the Company's policies.
The Audit Committee actively reviews the adequacy and
effectiveness of the internal control systems and is regularly
updated on the internal audit findings and corrective actions.
Additionally, the Statutory Auditors and the Internal Auditors
of the Company have also provided their confirmation that the
internal financial controls framework is operating effectively.
The Company tracks the amendments in the Accounting
Standards, other applicable regulatory framework and makes
changes to the underlying systems, processes and financial
controls to ensure adherence to the same. During the financial
year, no material or serious observations have been highlighted
for inefficiency or inadequacy of such controls.

Further, details regarding the adequacy of internal financial
controls are given in the Management Discussion and Analysis
Report, forming part of this Annual Report.

Deposits

The Company has not accepted any deposits from public
falling within the ambit of Section 73 of the Act, read with the
Companies (Acceptance of Deposits) Rules, 2014 during the
financial year 2025-26.

Further, there were no outstanding deposits at the end of
financial year 2024-25 and financial year 2025-26.

Material changes and commitments affecting the
financial position of the Company

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

Change in nature of business

During the financial year 2025-26, there has been no change in
the nature of the Company's business.

Reclassification of operating segments

During the year under review, the Company had revised
the operating segments used for the purpose of internal
performance review and resource allocation in accordance
with Ind AS 108 "Operating Segments" to enable a more
meaningful presentation of the financial performance of
the business activities in which the Group operates. In line
with the above, the underlying businesses of the erstwhile
segments, namely (i) Investment Bank, (ii) Mortgage Lending,
(iii) Alternative & Distressed Credit, and (iv) Asset Management,
Wealth Management & Securities Business (Platform AWS)
were reclassified into four new reportable segments, namely,
(i) Corporate Advisory and Capital Markets, (ii) Wealth and Asset
Management, (iii) Private Markets, and (iv) Affordable Home
Loans. Treasury and others include unallocated surplus funds.

Significant and material orders

During the financial year 2025-26, there were no significant
or material orders passed by regulators, courts, or
tribunals impacting the going concern status or operations
of the Company.

As reported earlier and in relation to the interim and confirmatory
order(s) passed by SEBI on March 7, 2024 and June 20, 2024,
the Company had voluntarily opted for settlement mechanism
under the SEBI (Settlement Proceeding) Regulations, 2018
by neither admitting nor denying the findings of fact and
conclusions of law. SEBI had issued a settlement order
on September 19, 2025 to the Company and its two subsidiaries.
In terms of the said order, the Company paid the settlement
amount of ? 1.56 crore and the disgorgement amount of ? 1.22
crore and agreed to voluntary debarment from acting as a lead
manager in any of the public issue of debt securities for an
additional period of 3 months from the date of said order.

Report on Corporate Governance

The Report on Corporate Governance for the financial year
2025-26 along with a certificate from the Secretarial Auditors
of the Company certifying compliance with the conditions of
Corporate Governance as stipulated in Regulation 34(3) read
with Schedule V of the the SEBI Listing Regulations forms part
of this Annual Report.

Management Discussion and Analysis Report

Management Discussion and Analysis Report for the financial
year under review, as stipulated under Regulation 34(2)(e) of

the SEBI Listing Regulations, is presented in a separate section,
forming part of this Annual Report.

Business Responsibility and Sustainability Report

Pursuant to Regulation 34(2)(f) of the SEBI Listing Regulations,
the Company's Business Responsibility and Sustainability
Report ("BRSR") forms an integral part of this Annual Report.
The BRSR provides comprehensive overview about Company's
environment, social and governance ("ESG") performance
for qualitative as well as quantitative aspects. It reflects the
Company's continued commitment to conducting business
with more responsibilities and transparent practices and
enables stakeholders to assess performance beyond financial
parameters, with due consideration to ESG dimensions.

In addition, the Company publishes ESG Factbook containing
expanded disclosures to enhance transparency and facilitate
deeper stakeholder engagement.

During the year, the Company further strengthened its
governance framework to enhance transparency, accountability
and alignment with global best practices. The Company has
also adopted key policies viz, Anti-Bribery and Anti-Corruption
Policy, Tax Policy, Human Rights Policy, Health and Safety
Policy, Equal Employment Opportunity & Diversity Equity
and Inclusion Policy and Stakeholder Engagement Policy to
reinforce its governance framework. These policies collectively
support the Company's commitment to ethical conduct,
responsible risk management, human capital development and
stakeholder-centric growth.

Appointment of BRSR Core Assurance Provider

With effect from the beginning of the financial year 2025-26,
top 500 listed entities by average market capitalisation are
required to undertake an assessment or obtain assurance of
the BRSR Core indicators in accordance with the SEBI Listing
Regulations and SEBI circulars dated July 12, 2023 and March
28, 2025. Accordingly, the Board at its meeting held on February
5, 2026, approved the appointment of SGS India Private Limited
("SGS ") as the independent assurance provider to undertake
reasonable assurance of the Company's BRSR Core disclosures
for the financial year 2025-26.

SGS possesses extensive expertise in providing reasonable
assurance in the field of sustainability. Further, they have
confirmed both their proficiency in conducting reasonable
assurance for sustainability reporting and the absence of any
conflict of interest with their appointment as assurance provider.

The independent reasonable assurance statement on the BRSR
core indicators, provided by SGS, forms part of the BRSR.

ESG Ratings and Recognition

During the year under review, the Company obtained ESG
ratings from multiple SEBI registered ESG rating providers as
well as international rating agencies. The Company achieved
strong performance outcomes and secured leadership-level
recognition from rating agencies.

a) NSE Sustainability Rating and Analytics rated the Company
a score of 73, placing the Company in Leadership category,
representing the top 10% of companies within the sector;

b) ESG Risk Assessments and Insights Limited assigned an
ESG score of '66 Strong';

c) SES ESG Research Private Limited assigned an ESG
score of 73.8; and

d) The Company participated in Corporate Sustainability
Assessment (CSA) by S&P Global, achieved a Global CSA
score of 45, positioning it within the top 20%tile of companies
in its sector globally.

Please note that the Company has not engaged any of the above mentioned
SEBI Registered ESG Rating Providers for the purpose of providing an ESG
Rating. All the ESG Rating providers, have independently assigned the ESG
Rating to the Company based on the information a vailable in the public domain.

These encouraging ESG ratings reflect the Company's
sustained commitment to strengthening its ESG framework,
enhancing transparency, and embedding robust governance
and risk management practices. As the Company continue
to integrate sustainability across its operations, it remain
focused on driving long-term value creation and advancing
its ESG maturity.

Particulars of employees and related information

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

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

Particulars of loans, guarantees or investments

Details of the loans, guarantees and investments, as required
under Section 186 of the Act and Schedule V to SEBI
Listing Regulations, are given in notes 37 and 44 of notes
to the Standalone Financial Statements of the Company.
However, the Company has not provided any guarantee
during the year under review.

Credit rating

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

Investor Education and Protection Fund (IEPF)

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

Mr. Hemant Pandya, the Company Secretary and Compliance
Officer of the Company is designated as the Nodal Officer under
the provisions of IEPF. His contact details can be accessed on
the website of the Company athttps://jmfl.com/shareholder-
corner/contact-details and are also provided in the General
Shareholders' Information which forms part of the Report on
Corporate Governance.

Particulars of contracts or arrangements with related
parties

The Company enters into transactions with its related
parties for business purposes. It's approach to Related Party
Transactions ("RPTs") is centred on transparency, arm's length
pricing, ordinary course of business and a robust internal
control environment.

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 42 of notes to the consolidated financial
statements of the Company.

Annual Return

In compliance with Section 92(3) read
with Section 134(3)(a) of the Act and
the Companies (Management and
Administration) Rules, 2014, the Annual
Return of the Company for the financial
year 2025-26 in e-form MGT-7, is available
on the Company's website athttps://jmfl.
com/investor-relation/agm-egm.html. The
Annual Return will be submitted to the
Registrar of Companies within the timelines
prescribed under the Act.

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

The operations of the Company are not energy intensive nor
do they require adoption of specific technology and hence
information in terms of Section 134(3)(m) of the Act read with
the Companies (Accounts) Rules, 2014 is not applicable to the
Company. The Company has, however, implemented various
energy conservation measures across all its functions which
are broadly highlighted in the BRSR forming part of this Report.

During the financial year 2025-26, the total foreign exchange
earnings of the Company was ? 7.97 crore and the total
foreign exchange outgo was ? 2.05 crore. The details of the
transactions in foreign exchange are provided in notes 40 and
41 of notes to the standalone financial statements.

Vigil Mechanism/Whistle Blower Policy

The Company has adopted 'Whistle Blower Policy' for directors,
employees or any other person who avails the mechanism
framed under this policy to report concerns about unethical
behaviour. The Policy provides a mechanism, which ensures
adequate safeguards to such concerned persons (whistle
blowers) from any victimisation on raising concerns of any
violations of legal or regulatory requirements, incorrect or
misrepresentation of any financial statements and reports, and
so on. The whistle blowers also have direct access to the
Chairman of the Audit Committee.

The Policy is available on the website of
the Company athttps://jmfl.com/investor-
relations/Whistle Blower Policy.pdf. For
more details, please refer to the Report
on Corporate Governance, forming part of
this Annual Report.

Maintenance of cost records

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

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

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

During the period under review, six (6) online sessions/
workshops on POSH were conducted, for the employees
across the Group. Further, to ensure that all the employees are
sensitised regarding issues of sexual harassment, the Company
conducted an online POSH Training through the internal
e-learning platform and knowledge community sessions.

During the financial year 2025-26, no complaints were received
from any of the employees of the Company, under this Policy.
The details are given as follows:

Certificate from the Managing Directors and Chief
Financial Officer pursuant to Part B of Schedule II of the
SEBI Listing Regulations

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

Disclosure on compliance with Maternity Benefit Act

The Company has complied with the applicable provisions
pertaining to the Maternity Benefit Act, 1961.

Gender-wise employees Bifurcation

As on March 31, 2026, number of employees in the Company
stood as below:

Further, the details on employees metrics, including category-
wise employee distribution and diversity ratios, are provided in
the BRSR, forming part of this Annual Report.

Other Disclosures

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

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

Acknowledgements

The Board members places on record, its sincere gratitude
to the Securities and Exchange Board of India, Ministry
of Corporate Affairs, Reserve Bank of India, Registrar of
Companies, National Housing Bank, Real Estate Regulatory
Authority, Insurance Regulatory and Development Authority
of India, Competition Commission of India, Registrar and
Transfer Agent, Stock Exchanges, Commodity Exchanges,
National Securities Depository Limited, Central Depository
Services (India) Limited, Credit Rating Agencies, Auditors,
customers, vendors, investors, lenders to group companies,
bankers, financial institutions, business associates, Members
of the Company and all other stakeholders for their unwavering
support and co-operation.

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

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

For and on behalf of the Board of Directors
Nimesh Kampani

Place: Mumbai Chairman

Date: May 29, 2026 DIN: 00009071