Provisions are recognised only when:
• Company has a present obligation (legal orconstructive) as a result of a past event; and
• it is probable that an outflow of resources embodyingeconomic benefits will be required to settle theobligation; and
• a reliable estimate can be made of the amountof the obligation
These are reviewed at each balance sheet date andadjusted to reflect the current best estimates.
Provisions are determined by discounting the expectedfuture cash flows at a pre-tax rate that reflects currentmarket assessments of the time value of money and therisks specific to the liability. The unwinding of the discountis recognised as finance cost. A provision for onerouscontracts is measured at the present value of the lower of theexpected cost of terminating the contract and the expectednet cost of continuing with the contract. Before a provision isestablished, the Company recognises any impairment losson the assets associated with that contract.
Contingent liability is a possible obligation arising frompast events and whose existence will be confirmed onlyby the occurrence or non-occurrence of one or moreuncertain future events not wholly within the control of theentity or a present obligation that arises from past eventsbut is not recognized because it is not probable that anoutflow of resources embodying economic benefits willbe required to settle the obligation or the amount of theobligation cannot be measured with sufficient reliability.The Company does not recognize a contingent liabilitybut discloses its existence in the financial statements.
Contingent assets are asset is not recognised in thefinancial statements since this may result in the recognitionof income that may never be realised. However, whenthe realisation of income is virtually certain, then therelated asset is not a contingent asset and is recognized.Provisions, contingent liabilities and contingent assetsare reviewed at each Balance Sheet date.
Commitments are future liabilities for contractualexpenditure, classified and disclosed as follows:
i. estimated amount of contracts remaining to beexecuted on capital account and not provided for;
ii. uncalled liability on shares and otherinvestments partly paid;
iii. other non-cancellable commitments, if any, to theextent they are considered material and relevant inthe opinion of management.
iv. Other commitments related to sales/procurementsmade in the normal course of business are notdisclosed to avoid excessive details.
v. Commitments under Loan agreement to
disburse Loans, if any
Statement of Cash Flows is prepared segregating the cashflows into operating, investing and financing activities.Cash flow from operating activities is reported usingindirect method adjusting the net profit for the effects of:
i. changes during the period in inventories andoperating receivables and payables transactions ofa non-cash nature;
ii. non-cash items such as depreciation, provisions,deferred taxes, unrealised foreign currency gainsand losses, and undistributed profits of associatesand joint ventures; and
iii. all other items for which the cash effects areinvesting or financing cash flows.
Cash and cash equivalents (including bank balances) shownin the Statement of Cash Flows exclude items which are notavailable for general use as on the date of Balance Sheet.
Cash and cash equivalent in the balance sheet comprisecash at banks and on hand and short-term deposits withan original maturity of three months or less, which aresubject to an insignificant risk of changes in value.
For the purpose of the statement of cash flows, cash andcash equivalents consist of cash and short term deposits.
Basic earnings per share is calculated by dividing thenet profit or loss (before Other Comprehensive Income)for the year attributable to equity shareholders (afterdeducting attributable taxes) by the weighted averagenumber of equity shares outstanding during the year.
For the purpose of calculating diluted earnings pershare, the net profit or loss (before Other ComprehensiveIncome) for the year attributable to equity shareholdersand the weighted average number of shares outstanding
during the year are adjusted for the effects of all dilutivepotential equity shares.
The Company recognises a liability to make cash to equityholders of the Company when the dividend is authorisedand the distribution is no longer at the discretion of theCompany. As per the corporate laws in India, an interimdividend is authorised when it is approved by the Boardof Directors and final dividend is authorised when it isapproved by the shareholders. A corresponding amountis recognised directly in equity.
Ministry of Corporate Affairs (“MCA”) notifies newstandards or amendments to the existing standardsunder Companies (Indian Accounting Standards) Rulesas issued from time to time. For the year ended March31, 2025, MCA has notified Ind AS - 117 InsuranceContracts and amendments to Ind AS 116 - Leases,relating to sale and leaseback transactions, applicablew.e.f. April 1, 2024. The Company has reviewed thenew pronouncements and based on its evaluation hasdetermined that it does not have any significant impactin its financial statements.
The preparation of financial statements in conformitywith Ind AS requires the company’s management tomake judgements, estimates and assumptions about thecarrying amounts of assets and liabilities recognised inthe financial statements that are not readily apparent fromother sources. The judgements, estimates and associatedassumptions are based on historical experience andother factors including estimation of effects of uncertainfuture events that are considered to be relevant. Actualresults may differ from these estimates.
The estimates and the underlying assumptions arereviewed on an ongoing basis. Revisions to accountingestimates (accounted on a prospective basis) andrecognized in the period in which the estimates is revisedif the revision affects only that period, or in the periodof the revision and future periods of the revision affectsboth current and future periods.
The followings are the critical judgements andestimations that have been made by the managementin the process of applying the company’s accountingpolicies and that have the most significant effect onthe amounts recognized in the financial statements and/ or key source of estimation uncertainty at the end of
the reporting period that may have a significant risk ofcausing a material adjustments to the carrying amountsof assets and liabilities within the next financial year.
Fair value measurement and valuation processes
Some of the Company’s assets are measured at fairvalue for financial reporting purposes. The Managementdetermines the appropriate valuation techniques andinputs for fair value measurements. In estimating the fairvalue of an asset, the company used market observabledata to the extent it is available information about thevaluation techniques and inputs used in determining thefair value of various assets are disclosed in note 39.
Revenue from investment banking services (mainlyincludes lead manager’s fee, selling commission,underwriting commission, fees for mergers, acquisitionsand advisory assignments and arranger’s fees formobilising debt funds) is recognised when the servicesfor the transaction are determined to be completed orwhen specific obligation are determined to be fulfilled asset forth under the terms of the engagement. The varietyand number of the obligations within the contracts canmake it complex and requires management judgementsto determine completion of the performance conditionassociated with the revenue.
Tax expense is calculated using applicable tax rate andlaws that have been enacted or substantially enacted. Inarriving at taxable profits and all tax bases of assets andliabilities the company determines the taxability based ontax enactments, relevant judicial pronouncements andtax expert opinions, and makes appropriate provisionswhich includes an estimation of the likely outcome ofany open tax assessments / litigations. Any difference isrecognized on closure of assessment or in the period inwhich they are agreed.
Deferred tax is recorded on temporary differencesbetween the tax bases of assets and liabilities and theircarrying amounts, at the rates that have been enacted orsubstantively enacted at the reporting date. The ultimaterealisation of deferred tax assets is dependent upon thegeneration of future taxable profits during the periods inwhich those temporary differences become deductible.The Company considers the expected reversal ofdeferred tax liabilities and projected future taxableincome in making this assessment. The amount of thedeferred tax assets considered realisable, however, couldbe reduced in the near term if estimates of future taxableincome during the carry-forward period are reduced.
a) Acquired 13,84,087 equity shares representing 48.96% of the equity share capital of JM Financial Credit Solutions Limited(“JMFCSL”) from INH Mauritius 1 (the “INH”) for a total consideration of H 1,460 crore. Additionally, the Company also acquired38,955 equity shares representing 1.38% of the equity share capital of JMFCSL for a total consideration of H 41 crore from AparnaAiyar Family Trust.
b) i] Acquired 35,73,66,435 equity shares of JM Financial Asset Reconstruction Company Limited (“JMFARC”) by way of
Subscription to Rights issue of equity shares for a consideration of H 536 crore. The shareholding in JMFARC increasedto 71.79% consequent upon subscription by the Company.
ii] Sold 57,09,32,034 equity shares, representing 71.79% of the equity share capital of JMFARC to JMFCSL for a totalconsideration of H856 crore.
c) The Company has subscribed to 2,82,59,725 out of the total of 4,74,61,475 equity shares issued by JM Financial AssetManagement Limited (“JMFAMC”) on rights basis for a consideration of H 30 crore. The issuance is being done under apartly paid structure with the first call aggregating 50% of the total issuance size.
20.1 Share application money pending allotment represents equity shares to be issued pursuant to Employee Stock Option Scheme.
20.2 Capital reserve and capital redemption reserves represents reserves created pursuant to the business combinationup to year end.
20.3 Securities premium reserve represents premium received on equity shares issued, which can be utilised only in accordancewith the provisions of the Companies Act, 2013 for specified purposes.
20.4 General reserve is created from time to time by transferring profits from retained earnings and can be utilised for purposessuch as dividend payout, bonus issue, etc.
20.5 Statutory reserve is the reserve created by transferring the sum not less than 20% of its net profit after tax in terms ofSection 45-IC of The Reserve Bank of India Act, 1934.
20.6 Stock option outstanding relates to the stock options granted by the Company to employees under an Employee Stockoptions Plan (refer note 31)
20.7 Retained earnings represents profits that the company earned till date, less any transfers to General Reserve, StatutoryReserves, Dividends and other distributions paid to the shareholders.
The Employee Stock Option Scheme (‘the Scheme’) provides for grant of stock options to the eligible employees and/or directors(“the Employees”) of the Company and/or its subsidiaries. The Stock Options are granted at an exercise price, which is eitherequal to the fair market price or at a premium, or at a discount to market price as may be determined by the Nomination andRemuneration Committee of the Board of the Company.
During the financial year 2024-25, the Nomination and Remuneration Committee has granted 12,90,000 options (previous year- 2,19,999 options) to the Employees, that will vest in a graded manner and which can be exercised within a specified period.Details of options granted are as follows:
Defined contribution plans
The Company operates defined contribution plan (Provident fund) for all qualifying employees of the Company. The employees ofthe Company are members of a retirement contribution plan operated by the government. The Company is required to contributea specified percentage of payroll cost to the retirement contribution scheme to fund the benefits. The only obligation of theCompany with respect to the plan is to make the specified contributions.
The Company’s contribution to Provident Fund & other funds aggregating H 8.11 crore (Previous year H 5.13 crore) has beenrecognised in the Statement of Profit and Loss under the head Employee Benefits Expense.
Defined benefit obligation
The Company’s liabilities under the Payment of Gratuity Act,1972 are determined on the basis of actuarial valuation made at theend of each financial year using the projected unit credit method.
The plan is of a final salary defined benefit in nature which is sponsored by the Company and hence it underwrites all the riskspertaining to the plan. The actuarial risks associated are:
The risk of government security yields falling due to which the corresponding discount rate used for valuing liabilities falls. Sucha fall in discount rate will result in a larger value placed on the future benefit cash flows whilst computing the liability and therebyrequiring higher accounting provisioning.
Longevity risks arises when the quantum of benefits payable under the plan is based on how long the employee lives postcessation of service with the company. The gratuity plan provides the benefit in a lump sum form and since the benefit is notpayable as an annuity for the rest of the lives of the employees, there is no longevity risks.
a) Capital Management
For the purpose of the Company's capital management, capital includes issued capital and other equity reserves attributableto the equity shareholders of the Company. The primary objective of the company, when managing capital, is to safeguardits ability to continue as a going concern and to maintain an optimal capital structure, so as to maximize shareholders’value. As at March 31, 2025, the Company has only one class of equity shares and has low debt. Consequent to suchcapital structure, there are no externally imposed capital requirements. In order to maintain or achieve an optimal capitalstructure, the Company allocates its capital for distribution as dividend or reinvestments into business based on its longterm financial plans.
The Company monitors capital structure on the basis of total debt to equity and maturity profile of overall debt portfolioof the Company.
Level 1: Fair Value measurements are based on quoted prices. This includes listed equity instruments and mutual fundsthat have quoted price. The fair value of equity are traded in the stock exchanges is valued using the closing price asat the reporting period. The mutual funds are valued using the closing NAV.
Level 2: These includes instruments which does not have an active market hence the fair value is determined usingobservable market data such as latest declared NAV/ recent market deals.
Level 3: Fair value measurements are those derived from valuation techniques that include inputs for the asset orliability that are not based on observable market data (unobservable inputs).
Impact of illiquidity, volatility and Covid-19 pandemic have been considered on the observable and unobservableinputs used for the purpose of valuation.
Further, necessary adjustments have been made to the timing of cash flows and values of collaterals to be realized forthe purpose of determination of the fair values of financial assets carried at FVTPL.
The carrying amount of financial assets and liabilities measured at amortised cost are reasonable approximation oftheir fair values. Carrying amounts of cash and cash equivalents, trade receivables, trade payables as at March 31,2025 approximate the fair value because of their short-term nature. Difference between carrying amounts and fairvalues of other financials assets and financial liabilities is not significant in each of the years presented.
d) Financial risk management
The Company has exposure to the following risks arising from financial instruments:
• Credit risk;
• Liquidity risk; and
• Market risk (including currency risk and interest rate risk)
Risk management forms an integral part of the business. As a financial institution, the Company is exposed to several risksincluding market risk, credit risk and liquidity risk. The Company has established a risk management and audit frameworkto identify, assess, monitor and manage these risks. This framework is driven by the Board through the Audit Committee,Risk Management Committee and the Asset Liability Management Committee. Risk Management Committee inter alia isresponsible for identifying, reviewing, monitoring and taking measures for risk profile and for risk measurement systemof the Company.
Credit Risk refers to risk that a counter party will default on its contractual obligations resulting in financial loss to theCompany. Credit risk arises primarily from financial assets such as trade receivables, investments, other balances withbanks, loans and other receivables.
The Company has adopted a Policy of dealing with counter parties that have sufficiently high credit rating. TheCompany’s exposure and credit ratings of its counter parties are continuously monitored.
Credit risk arising from trade receivables are reviewed periodically and based on past experience and history.Management is confident of recovering all the dues. Credit risk arises from Investments and other balances with banksis limited and there is no collateral held against these became the counter parties are bank and recognised financialinstitutions with high credit ratings assigned by the credit rating agencies.
The key elements in calculation of ECL are as follows:
PD - The Probability of Default is an estimate of the likelihood of default over a given time horizon. A default may onlyhappen at a certain time over the assessed period, if the facility has not been previously derecognised and is still in theportfolio. The PD has been determined based on comparative external ratings.
EAD - The Exposure at Default is an estimate of the exposure at a reporting date. It shall include outstanding loanamount, accrued interest and expected drawdowns on non-discretionary loan commitments.
LGD - The Loss Given Default is an estimate of the loss arising in the case where a default occurs at a given time.It is based on the difference between the contractual cash flows due and those that the lender would expect toreceive, including from the realisation of any collateral. It is usually expressed as a percentage of the EAD. The LGD isdetermined based on valuation of collaterals and other relevant factors.
The table below shows the credit quality and the exposure to credit risk of loans based on the year-end stageclassification. The amounts presented are gross of impairment allowances.
Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with itsfinancial liabilities that are settled by delivering cash or another financial asset. Liquidity may be affected due to severeliquidity crunch in the market or due to market disruptions where the Company is unable to access public funds. TheCompany’s exposure to liquidity risk arises primarily from mismatch of maturities of financial assets and liabilities.
However the Company believes that it has a strong financial position and business is adequately capitalized, havegood credit rating and appropriate credit lines available to address liquidity risks.
The Company attempts to minimize this risk through a mix of strategies such as short-term funding. The Company alsomonitors liquidity risk through adequate bank sanction limits at the beginning of each fiscal. Monitoring liquidity riskinvolves categorizing all assets and liabilities into different maturity profiles and evaluating them for any mismatches inany particular maturities, particularly in the short-term.
46 The Board of Directors of the Company has recommended a dividend of H 2.70 per equity share of the face value of H 1/-each for the year ended March 31,2025 (Previous Year: H 2.00 per equity share). The said dividend will be paid, if approvedby the shareholders at the Fortieth Annual General Meeting.
a) Wilful Defaulter
The Company has not been declared wilful defaulter by any bank or financial institutions or government or anygovernment authority.
The Company does not have any transactions with companies struck off under section 248 of the Companies Act, 2013 orsection 560 of Companies Act, 1956.
c) Details of benami property held
No proceedings have been initiated on or are pending against the Company for holding benami property under the BenamiTransactions (Prohibition) Act, 1988 (45 of 1988) and Rules made thereunder.
d) Compliance with number of layers of companies
The Company has complied with the requirements of the number of layers prescribed under clause (87) of section 2 of theCompanies Act, 2013 read with Companies (Restriction on number of Layers) Rules, 2017.
e) Compliance with approved scheme(s) of arrangements
The Company has not entered into any scheme of arrangement which has an accounting impact on current or previousfinancial year. However, the Company has entered into a Business Transfer Agreement as mentioned in note 48.
f) Utilisation of Borrowed funds and Share premium
(A) During the year, the Company has not advanced or loaned or invested funds (either borrowed funds or share premiumor any other sources or kind of funds) to any other person(s) or entity(ies), including foreign entities (Intermediaries) withthe understanding (whether recorded in writing or otherwise) that the Intermediary shall:
(i) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalfof the company (Ultimate Beneficiaries); or
(ii) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.
(B) During the year, the Company has not received any fund from any person(s) or entity(ies), including foreign entities(Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:
(i) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalfof the Funding Party (Ultimate Beneficiaries); or
There is no income surrendered or disclosed as income during the current or previous year in the tax assessments underthe Income Tax Act, 1961, that has not been recorded in the books of account.
k) In accordance with the proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014, the Company has maintained itsbooks of account using accounting software that incorporates a feature of recording an audit trail (edit log) of each and everytransaction. The audit trail functionality has been operated consistently throughout the financial year for all transactionsrecorded in the software and has also been enabled at the database level to capture direct modifications impacting thebooks of account. The audit trail has been maintained without any tampering and preserved by the Company in compliancewith the applicable statutory requirements for record retention.
l) Refund order under the Income Tax Act, 1961
During the year ended March 31, 2025, the Company has received a refund order from the Deputy Commissioner ofIncome Tax, Government of India under Section 254 read with Section 143(3) of the Income-tax Act, 1961 in respect of theassessment year 2008-09. Pursuant to this order, the Company is entitled to receive a total refund of ~H 230 Crore (includinginterest) and will give effect thereof upon receipt during the appropriate future period.
48 During the year ended March 31, 2025, the Board at its meeting held on March 17, 2025, has approved the transfer ofthe Private Wealth Business to JM Financial Services Limited (the “JMFSL”), a wholly-owned subsidiary of the Companythrough a slump sale on a going concern basis. The said transfer is expected to strengthen the overall product offeringunder a unified leadership structure, foster synergies, bring operational efficiency and provide a strategic direction to thecombined wealth management services business.
In order to effect the above transaction, the Company has entered into Business Transfer Agreement (“BTA”) with JMFSL onMay 12, 2025, for which the effective date of transfer is April 1,2025. The consideration for the said transfer stood at H 8.45crore, being the net book value of the Private Wealth Business as at March 31,2025, after adjusting for the change in theworking capital, based on the report of an external valuer. As the effective date of transfer is April 1, 2025, the associatedassets and liabilities of the Private Wealth Business are presented as “Held for sale” in the Standalone Balance Sheet as atMarch 31,2025.
49 Subsequent to the interim ex-parte order (“Interim Order”) dated March 7, 2024 which was reported during the year endedMarch 31,2024, the Securities and Exchange Board of India (the “SEBI”) had issued a confirmatory order dated June 20,2024 (the “Order”), whereby SEBI, in line with the voluntarily undertakings of the Company, had directed the Company tonot accept any new mandate as lead manager in public issue of debt securities up to March 31,2025 or till such further dateas may be specified by SEBI. The Order also clarified that the directions contained in it are limited to the Company’s role asa lead manager to public issue of debt securities and does not relate to other activities of the Company, including acting asa lead manager to public issue of equity instruments.
The aforesaid matter is pending as of date, the impact of the above matter cannot be determined with reasonable certaintyand shall be assessed based on the outcome thereof in the appropriate future period.
50 During the year ended March 31, 2024, JMFARC had recognized fair value loss and had made impairment provisionaggregating H 846.86 crore on its investment in multiple trusts and also loans related to one large account/exposure due tochange in the resolution strategy/plan. Considering the materiality and impact of the fair value loss and impairment provisionon the financial performance of JMFARC, the same was treated as an exceptional item in the consolidated statement ofprofit and loss of the Company for the year ended March 31,2024.
Consequent to the above, the net worth of JMFARC had reduced as on March 31,2024 and accordingly, the Company hadtaken impairment provision amounting to H 88.38 crore on its investments in JMFARC in the standalone statement of profitand loss for the year ended March 31,2024.
During the year ended March 31, 2025, the Company sold its entire holding of 57,09,32,034 equity shares, representing71.79% of the equity share capital of JMFARC for a total consideration of H 856 crore and recognised net loss on sale ofinvestment in subsidiary of H 87.34 crore and reversed the impairment provision of H 88.38 crore in the standalone statementof profit and loss for the year ended March 31,2025. This has resulted in net positive impact of H 1.04 crore.
51 The Financial Statements are approved by the Board of Directors at its meeting held on May 12, 2025.
In terms of our report of even date attached
For and on behalf of For and on behalf of the Board of Directors
Chartered Accountants
(formerly Khimji Kunverji & Co LLP)
Firm’s Registration No. 105146W/W100621
Partner Chairman Vice Chairman and Managing Director
ICAI Membership No. 033494 Managing Director
DIN - 00009071 DIN - 00009079 DIN - 02307863
Date : May 12, 2025 Chief Financial Officer Company Secretary