1. We have audited the accompanying Standalone Financial
Statements of JM Financial Limited (‘the Company’),
which comprise the Standalone Balance Sheet as at
March 31,2025, and the Standalone Statement of Profit
And Loss (including Other Comprehensive Income),
Standalone Statement of Changes in Equity and
Standalone Statement of Cash Flows for the year ended
on that date, and notes to the Standalone Financial
Statements, including a summary of material accounting
policy information and other explanatory information
(‘the Standalone Financial Statements’).

2. In our opinion and to the best of our information and
according to the explanations given to us, the aforesaid
Standalone Financial Statements give the information
required by the Companies Act, 2013 (‘Act’) in the manner
so required and give a true and fair view in conformity with
the Indian Accounting Standards prescribed under section
133 of the Act read with the Companies (Indian Accounting
Standards) Rules, 2015, as amended, (‘Ind AS’) and other
accounting principles generally accepted in India, of the
State of Affairs of the Company as at March 31, 2025,
and its Profit and Other Comprehensive Loss, Changes in
Equity and its Cash Flows for the year ended on that date.

Basis for Opinion

3. We conducted our audit in accordance with the
Standards on Auditing (‘SAs’) specified under section
143(10) of the Act. Our responsibilities under those SAs
are further described in the Auditor’s Responsibilities
for the Audit of the Standalone Financial Statements
section of our report. We are independent of the

Company in accordance with the Code of Ethics issued
by the Institute of Chartered Accountants of India (‘ICAI’)
together with the ethical requirements that are relevant
to our audit of the Standalone Financial Statements
under the provisions of the Act, and the rules thereunder,
and we have fulfilled our other ethical responsibilities
in accordance with these requirements and the Code
of Ethics. We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a basis
for our opinion on the Standalone Financial Statements.

Emphasis of Matter

4. Attention is drawn to note 49 to the Standalone Financial
Statements regarding interim order dated March 7, 2024
issued by Securities and Exchange Board of India (‘SEBI’)
followed by its confirmatory order dated June 20, 2024
which barred the Company from accepting new lead
manager mandates and acting as a lead manager in any
public issue of debt securities till March 31,2025 or such
other date as may be specified by SEBI. This matter is
pending conclusion from SEBI, and therefore the impact
of the same cannot be determined with reasonable
certainty. The financial impact shall be assessed based
on the outcome thereof in the appropriate future period.
Our opinion on the Standalone Financial Statements is
not modified in respect of this matter.

Key Audit Matters

5. Key audit matters are those matters that, in our
professional judgment, were of most significance in
our audit of the Standalone Financial Statements of the
current year. These matters were addressed in the context
of our audit of the Standalone Financial Statements as a
whole, and in forming our opinion thereon, and we do not
provide a separate opinion on these matters.

Other Information

6. The Company’s Management and Board of Directors
are responsible for the other information. The other
information comprises the information included in the
Company’s annual report but does not include the
Standalone Financial Statements and our auditors’
report thereon.

7. Our opinion on the Standalone Financial Statements
does not cover the other information and we do not
express any form of assurance conclusion thereon.

8. In connection with our audit of the Standalone Financial
Statements, our responsibility is to read the other
information identified above and, in doing so, consider
whether the other information is materially inconsistent
with the Standalone Financial Statements, or our
knowledge obtained in the audit or otherwise appears
to be materially misstated. If, based on the work we
have performed, we conclude that there is a material
misstatement of this other information, we are required to
report that fact. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with

Governance for the Standalone Financial Statements

9. The Company’s Management and Board of Directors are
responsible for the matters stated in section 134(5) of the
Act, with respect to the preparation of these Standalone
Financial Statements that give a true and fair view of the
State of Affairs, profit and Other Comprehensive Loss,
Changes in Equity and Cash Flows of the Company
in conformity with the Indian Accounting Standards
prescribed under section 133 of the Act read with the
Companies (Indian Accounting Standards) Rules, 2015,
as amended and other accounting principles generally
accepted in India. This responsibility also includes
maintenance of adequate accounting records in
accordance with the provisions of the Act for safeguarding
of the assets of the Company and for preventing and
detecting frauds and other irregularities; selection and
application of appropriate accounting policies; making
judgments and estimates that are reasonable and
prudent; and design, implementation and maintenance of
adequate internal financial controls, that were operating

effectively for ensuring the accuracy and completeness
of the accounting records, relevant to the preparation
and presentation of the Standalone Financial Statements
that give a true and fair view and are free from material
misstatement, whether due to fraud or error.

10. In preparing the Standalone Financial Statements, the
Management and Board of Directors are responsible for
assessing the Company’s ability to continue as a going
concern, disclosing, as applicable, matters related to
going concern and using the going concern basis of
accounting unless the Board of Directors either intends
to liquidate the Company or to cease operations, or has
no realistic alternative but to do so.

11. The Board of Directors are also responsible for overseeing
the Company’s financial reporting process.

Auditor’s responsibilities for the audit of the Standalone

Financial Statements

12. Our objectives are to obtain reasonable assurance
about whether the Standalone Financial Statements as
a whole are free from material misstatement, whether
due to fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high
level of assurance but is not a guarantee that an audit
conducted in accordance with SAs will always detect a
material misstatement when it exists. Misstatements can
arise from fraud or error and are considered material if,
individually or in the aggregate, they could reasonably
be expected to influence the economic decisions of
users taken on the basis of these Standalone Financial
Statements. As part of an audit in accordance with
SAs, we exercise professional judgment and maintain
professional skepticism throughout the audit. We also:

12.1. Identify and assess the risks of material misstatement
of the Standalone Financial Statements, whether
due to fraud or error, design and perform audit
procedures responsive to those risks, and obtain
audit evidence that is sufficient and appropriate
to provide a basis for our opinion. The risk of not
detecting a material misstatement resulting from
fraud is higher than for one resulting from error,
as fraud may involve collusion, forgery, intentional
omissions, misrepresentations, or the override of
internal control.

12.2. Obtain an understanding of internal control relevant
to the audit in order to design audit procedures
that are appropriate in the circumstances. Under

section 143(3)(i) the Act, we are also responsible for
expressing our opinion on whether the Company has
adequate internal financial controls with reference
to Standalone Financial Statements in place and the
operating effectiveness of such controls.

12.3. Evaluate the appropriateness of accounting
policies used and the reasonableness of accounting
estimates and related disclosures made by
the Management.

12.4. Conclude on the appropriateness of the
Management’s use of the going concern basis of
accounting and, based on the evidence obtained,
whether a material uncertainty exists related to
events or conditions that may cast significant
doubt on the Company’s ability to continue as
a going concern. If we conclude that material
uncertainty exists, we are required to draw attention
in our auditor’s report to the related disclosures
in the Standalone Financial Statements or, if such
disclosures are inadequate, to modify our opinion.
Our conclusions are based on the audit evidence
obtained up to the date of our auditor’s report.
However, future events or conditions may cause the
Company to cease to continue as a going concern.

12.5. Evaluate the overall presentation, structure and
content of the Standalone Financial Statements,
including the disclosures, and whether the
Standalone Financial Statements represent the
underlying transactions and events in a manner that
achieves fair presentation.

13. We communicate with those charged with governance
regarding, among other matters, the planned scope
and timing of the audit and significant audit findings,
including any significant deficiencies in internal control
that we identify during our audit.

14. We also provide those charged with governance with
a statement that we have complied with relevant
ethical requirements regarding independence, and to
communicate with them all relationships and other
matters that may reasonably be thought to bear on our
independence, and where applicable, related safeguards.

15. From the matters communicated with those charged with
governance, we determine those matters that were of
most significance in the audit of the Standalone Financial
Statements of the current year and are therefore the
key audit matters. We describe these matters in our

auditor’s report unless law or regulation precludes public
disclosure about the matter or when, in extremely rare
circumstances, we determine that a matter should not
be communicated in our report because the adverse
consequences of doing so would reasonably be
expected to outweigh the public interest benefits of
such communication.

Other Matter

16. The Standalone Financial Statements of the Company
for the year ended March 31, 2024 were audited by
erstwhile Statutory auditors whose reports dated May
24, 2024 expressed an unmodified opinion on those
Financial Statements. Our opinion is not modified in
respect of this matter.

Report on Other Legal and Regulatory Requirements

17. As required by the Companies (Auditor’s Report) Order,
2020 (‘the Order’), issued by the Central Government
of India in terms of sub-section (11) of section 143 of
the Act, we give in the ‘Annexure A’ a statement on the
matters specified in paragraphs 3 and 4 of the Order, to
the extent applicable.

18. As required by Section 143(3) of the Act, we report that:

18.1. We have sought and obtained all the information and
explanations which to the best of our knowledge and
belief were necessary for the purposes of our audit.

18.2. In our opinion, proper books of accounts as required
by law have been kept by the Company so far as it
appears from our examination of those books.

18.3. The standalone balance sheet, the standalone
statement of profit and loss including Other
Comprehensive Income, the Statement of Changes
in Equity and the Standalone Cash Flow Statement
dealt with by this Report are in agreement with the
books of account.

18.4. In our opinion, the aforesaid Standalone Financial
Statements comply with the Ind AS specified
under Section 133 of the Act read with the relevant
rules thereunder.

18.5. On the basis of the written representations received
from the directors as on March 31, 2025 taken
on record by the Board of Directors, none of the
directors is disqualified as on March 31, 2025 from
being appointed as a director in terms of Section
164(2) of the Act.

18.6. With respect to the adequacy of the internal financial
controls with reference to Standalone Financial
Statements of the Company and the operating
effectiveness of such controls, refer to our separate
Report in ‘Annexure B’.

18.7. In our opinion and according to the information and
explanations given to us, the remuneration paid by
the Company to its directors during the current year
is in accordance with the provisions of Section 197
of the Act. The remuneration paid to any director is
not in excess of the limit laid down under Section
197 of the Act.

19. With respect to the other matters to be included in
the Auditor’s Report in accordance with Rule 11 of
the Companies (Audit and Auditors) Rules, 2014 (as
amended), in our opinion and to the best of our information
and according to the explanations given to us:

19.1 The Company has disclosed the impact of pending
litigations as at March 31, 2025 on its financial
position in its Standalone Financial Statements - Note
no. 30.1 to the Standalone Financial Statements.

19.2 The Company did not have any long-term contracts
including derivative contracts for which there were
any material foreseeable losses.

19.3 There has been no delay in transferring amounts,
required to be transferred, to the Investor Education
and Protection Fund by the Company.

19.4 The Management has represented, to best of
their knowledge and belief, that no funds have
been advanced or loaned or invested (either from
borrowed funds or share premium or any other
sources or kind of funds) by the Company to or in
any other person(s) or entity(ies), including foreign
entities (‘Intermediaries’), with the understanding,
whether recorded in writing or otherwise, that the
Intermediary shall, whether, directly or indirectly
lend or invest in other persons or entities identified
in any manner whatsoever by or on behalf of the
Company (‘Ultimate Beneficiaries’) or provide any
guarantee, security or the like on behalf of the
Ultimate Beneficiaries.

19.5 The Management has represented, to best of their
knowledge and belief, that no funds have been
received by the Company from any person(s) or
entity(ies), including foreign entities (‘Funding

19.8 Based on our examination which included test
checks, the company has used an accounting
software for maintaining its books of account which
has a feature of recording audit trail (edit log) facility,
and the same has operated throughout the year for
all relevant transactions recorded in the software.
Further, during the course of our audit we did not
come across any instance of audit trail feature being
tampered with. Additionally, the audit trail has been
preserved by the Company as per the statutory
requirements for record retention.

For KKC & Associates LLP

Chartered Accountants
(formerly Khimji Kunverji & Co LLP)
Firm Registration Number: 105146W/W100621

Hasmukh B Dedhia

Partner

Place: Mumbai ICAI Membership No: 033494

Date: May 12, 2025 UDIN: 25033494BMJKEM5299