JM Financial Limited — Major Shareholding Notification 2024

Dec 23, 2024

December 20, 2024

BSE Limited Department of Corporate Services 1^st Floor, New Trading Ring Rotunda Building, P J Towers Dalal Street, Fort, Mumbai 400 001

National Stock Exchange of India Limited Exchange Plaza Plot No.C-1, G Block Bandra-Kurla Complex Bandra (East) Mumbai - 400 051

Security Code: 523405

Symbol: JMFINANCIL

Dear Sirs/Madam,

Sub: Disclosure under Regulation 10(5) in respect of the proposed inter se transfer of shares amongst the qualifying persons under Regulation $10(1)(a)$ of the SEBI (Substantial Acquisition of Shares and takeovers) Regulations, 2011 ("SAST Regulations")

Please find attached intimation under Regulation $10(5)$ in respect of the proposed inter-se transfer of shares of JM Financial Limited under Regulation $10(1)(a)(i)$ of the SAST Regulations. This is for your information and records and necessary dissemination.

Kindly acknowledge receipt.

Thank you.

Yours sincerely,

For J. M. Financial and Investment Consultancy Services Private Limited (Acquirer)

$OMKL$

Ankita Gokani Company Secretary Membership No: A51757

Encl.: a/a

cc: The Company Secretary JM Financial Limited $7^th$ Floor, Cnergy Appasaheb Marathe Marg, Prabhadevi, Mumbai - 400 025

Disclosures under Regulation 10(5) - Intimation to Stock Exchanges in respect of acquisition under Regulation 10(1)(a) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 ("SAST Regulations")

1.	Name of the Target Company (TC)		JM Financial Limited
$\overline{2}$ .	Name of the acquirer(s)		J. M. Financial and Investment Consultancy Services Private Limited
3.	Whether the acquirer(s) is/ are promoters of		Yes
	the TC prior to the transaction. If not, nature of
	relationship or association with the TC or its promoters
4.		Details of the proposed acquisition
	a.	Name of the person(s) from whom shares are to be acquired	JSB Securities Limited
	b.	Proposed date of acquisition	Any time on or after December 30, 2024.
	c.	Number of shares to be acquired from the person mentioned in $4(a)$ above	Up to 27,00,000 equity shares.
	d.	Total shares to be acquired as % of share capital of TC	Up to 0.28 %
	e.	Price at which shares are proposed to be acquired	Not exceeding the price arrived at as per proviso (i) to Regulation $10(1)(a)$ of the SAST Regulations.
	f.	Rationale, if any, for the proposed transfer	Inter-se transfer amongst members of the Promoter and Promoter Group
5.	Relevant sub-clause of regulation $10(1)(a)$ under which the acquirer is exempted from making open offer.		Regulation $10(1)(a)(ii)$ of the SAST Regulations.
6.	If, frequently traded, volume weighted average market price for a period of 60 trading days preceding the date of issuance of this notice as traded on the stock exchange where the maximum volume of trading in the shares of the TC are recorded during such period.		The shares of the TC are frequently traded in terms of Regulation $2(1)(i)$ of the SAST Regulations. The volume weighted average market price for a period of 60 trading days preceding the date of issuance of this notice as traded on National Stock Exchange of India Limited, being the stock exchange where the maximum volume of trading in the shares of the TC recorded during such period is Rs. 145.15 per share.

7.		If in-frequently traded, the price as determined in terms of clause (e) of sub-regulation (2) of regulation 8.	Not Applicable
8.		Declaration by the acquirer, that the acquisition			The acquisition price would not be higher by more
		price would not be higher by more than 25% of			than 25% of the price computed in point 6
		the price computed in point 6 or point 7 as	hereinabove.
		applicable.
9.		Declaration by the acquirer, that the transferor			The transferor and transferee have complied
		and transferee have complied (during 3 years			(during 3 years prior to the date of the proposed
		prior to the date of proposed acquisition) / will			acquisition)/will comply with the applicable
		comply with applicable disclosure requirements	disclosure requirements in Chapter V of the SAST
		in Chapter V of the Takeover Regulations, 2011	Regulations.
		(corresponding provisions of the repealed Takeover Regulations, 1997)
			Copies of the disclosures made during the previous 3 years prior to the date of the proposed acquisition
		The aforesaid disclosures made during previous	is enclosed as Annexure I.
		3 years prior to the date of proposed acquisition
		to be furnished.
10.		Declaration by the acquirer that all the			All the conditions specified under Regulation
		conditions specified under regulation $10(1)(a)$			$10(1)(a)$ of the SAST Regulations with respect to
	with respect to exemptions has been duly		exemptions have been duly complied with.
		complied with.
11.		Shareholding details	Before	the	After	the
			proposed		proposed
			transaction		transaction
			No. of shares	% w.r.t total share	No. of	% w.r.t total share
			/voting	capital of	shares /voting	capital of
			rights	TC	rights	TC
	$\rm{a}$	Acquire(s)
	1.	J. M. Financial and Investment
		Consultancy Services Private Limited	22,96,09,100	24.02	23,23,09,100	24.31
	$\mathbf b$	Seller $(s)$
	1.	JSB Securities Limited	65,05,000	0.68	38,05,000	0.40

Note: % are rounded off to two decimals.

For J. M. Financial and Investment Consultancy Services Private Limited (Acquirer)

Consult

Mumbai

L.

ronicl

Ankita Gokani Company Secretary Membership No: A51757

Mumbai, December 20, 2024

April 02, 2024

BSE Limited Department of Corporate Services 1st Floor, New Trading Ring Rotunda Building, P J Towers Dalal Street, Fort, Mumbai 400 001

National Stock Exchange of India Limited Exchange Plaza Plot No.C-1, G Block Bandra-Kurla Complex Bandra (East) Mumbai - 400 051

Security Code: 523405

Symbol: JMFINANCIL

Dear Sirs,

Re: Submission of disclosure u/r 31(4) of SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 2011, as amended

Pursuant to Sub-regulation (4) of Regulation 31 of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, as amended, we, J.M. Financial & Investment Consultancy Services Private Limited, a promoter of JM Financial Limited, hereby declare that during the financial year 2023-24, no direct or indirect encumbrance was created by the promoter/promoter group and/or by the persons acting in concert with them.

Kindly acknowledge receipt of the above and take the same on your record.

Thank you.

Yours truly, For J.M. Financial & Investment Consultancy Services Private Limited

Nimesh Kampani Executive Chairman

April 6, 2023

BSE Limited Department of Corporate Services 1st Floor, New Trading Ring Rotunda Building, P J Towers Dalal Street, Fort, Mumbai 400001

National Stock Exchange of India Limited Exchange Plaza Plot No.C-1, G Block Bandra-Kurla Complex Bandra (East) Mumbai — 400 051

Security Code: 523405

Symbol: JMFINANCIL

Dear Sirs,

Re: Submission of disclosure u/r 31(4) of SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 2011, as amended

Pursuant to Sub-regulation (4) of Regulation 31 of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, as amended, we, J.M. Financial & Investment Consultancy Services Private Limited, a promoter of JM Financial Limited, hereby declare that during the financial year 2022-23, no direct or indirect encumbrance was created by the promoter/promoter group and/or by the persons acting in concert with them.

Kindly acknowledge receipt of the above and take the same on your record.

Thanking you,

Yours trul F M. nancial & Investment Consultancy Services Private Limited

Nimesh Kampani Executive Chairman

April 1, 2022

BSE Limited Department of Corporate Services 1st Floor, New Trading Ring Rotunda Building, P J Towers Dalal Street, Fort, Mumbai 400001

National Stock Exchange of India Limited Exchange Plaza Plot No.C-1, G Block Bandra-Kurla Complex Bandra (East) Mumbai - 400 051

Security Code: 523405

Symbol: JMFINANCIL

Dear Sirs.

Re: Submission of disclosure u/r 31(4) of SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 2011, as amended.

Pursuant to Sub-regulation (4) of Regulation 31 of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, as amended, we, J.M. Financial & Investment Consultancy Services Private Limited, promoter of JM Financial Limited, hereby declare that during the financial year 2021-22, no direct or indirect encumbrance has been created by the promoter/promoter group and/or by the persons acting in concert with them.

Kindly acknowledge receipt and take the above on your record.

Thanking you,

Yours sincerely. For J.M. Financial & Investment Consultancy Services Private Limited

Nimesh Kampani Executive Chairman

April 5, 2021

BSE Limited Department of Corporate Services 1st Floor, New Trading Ring Rotunda Building, P J Towers Dalal Street, Fort, Mumbai 400001

National Stock Exchange of India Limited Exchange Plaza Plot No.C-1, G Block Bandra-Kurla Complex Bandra (East) Mumbai - 400 051

Security Code: 523405

Symbol: JMFINANCIL

Dear Sirs,

Re: Submission of disclosure $u/r$ 30(3) of SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 2011, as amended.

Pursuant to Sub-regulation (3) of Regulation 30 of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, as amended, we, J.M. Financial & Investment Consultancy Services Private Limited, promoter of JM Financial Limited, hereby make disclosure of our shareholding along with the shareholding of promoter group and persons acting in concert as on March 31, 2021, under sub-regulations (1) and (2) thereof in the prescribed format.

Kindly acknowledge receipt and take the above on your record.

Thanking you,

Yours sincerely, For J.M. Financial & Investment Consultancy Services Private Limited

Nimesh Kampani Executive Chairman

Encl.: a/a

Disclosures under Regulation 30(1) and 30(2) of SEBI (Substantial Acquisition of Shares
and Takeovers) Regulations, 2011 $\sim$ $\sim$ $\sim$ $\sim$ $\mathbf{c}$ $\alpha$ $\overline{\cdots}$

1.	Name of the Target Company (TC)	JM Financial Limited
2.	Name(s) of the stock exchange(s) where the shares of the TC are listed	BSE Limited National Stock Exchange of India Limited
3.	Particulars of the shareholder(s):
a.	Name of person(s) together with Persons Acting in Concert (PAC) whose total holding (including that- in the form of shares, warrants, convertible securities and any other- instrument that would entitle the holder to receive shares in the TC) is more than 25% of the voting rights- of the TC
	Or
b.	Name(s) of promoter(s), member of the promoter group and persons acting in concert (PAC) with him	Promoter: 1. J.M. Financial & Investment Consultancy Services Private Limited 2. Nimesh Nagindas Kampani (Person who is in control of the TC) Promoter group and PAC with it: 1. J.M. Assets Management Private Limited 2. JSB Securities Limited 3. Kampani Consultants Limited 4. SNK Investments Private Limited 5. Persepolis Investment Company Private Limited 6. JM Financial Trustee Company Private Limited 7. Aruna Nimesh Kampani (Relative of person who is in control of the TC) 8. Vishal Nimesh Kampani (Relative of person who is in control of the TC) 9. Amishi Akash Gambhir (Relative of person who is in control of the TC)

J.M. Financial & Investment Consultancy Services Private Limited Corporate Identity Number: U67120MH1973PTC016844 Regd. Office: 141, Maker Chambers III, Nariman Point. Mumbai 400 021. T: + 91 22 6630 3030 F: +91 22 6630 3344 www.jmfl.com
Corporate Office: 5th Floor, Cnergy Appasaheb Marathe Marg, Prabhadevi, Mumbai 400 025.

Disclosures under Regulation 30(1) and 30(2) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations 2011

		anu Takeovers) Regulativiis, 2011
$\overline{4}$	Particulars of the shareholding of $person(s)$ mentioned at $(3)$ above	Number of shares	% w.r.t. total share /voting capital wherever applicable	% of total diluted share/voting capital of TC $(*)$
	As of March 31, 2021, holding of:
a)	Shares :-
	Promoters:
	Financial J.M. $\&$ Investment Consultancy Services Private Limited	21,65,34,100	22.73%	22.73%
	Nimesh Nagindas Kampani # (Person who is in control of the TC)	12,57,50,000	13.20%	13.20%
	Promoter Group and PAC with it:
	Management Private J.M. Assets Limited	10,30,42,908	10.82%	10.82%
	JSB Securities Limited	65,05,000	0.68%	0.68%
	Kampani Consultants Limited	6,85,000	0.07%	0.07%
	SNK Investments Private Limited	1,17,60,000	1.23%	1.23%
	Persepolis Investment Company Private Limited	22,50,000	0.24%	0.24%
	JM Financial Trustee Company Private Limited	11,30,000	0.12%	0.12%
	Aruna Nimesh Kampani (Relative of person who is in control of TC)	3,43,51,250	3.60%	3.60%
	Vishal Nimesh Kampani (Relative of person who is in control of TC)	1,20,00,000	1.26%	1.26%
	Amishi Akash Gambhir (Relative of person who is in control of the TC)	80,00,000	0.84%	0.84%
b)	Voting Rights (Otherwise than by- shares)
c)	Warrants
d)	Convertible Securities
e)	Any other instrument that would entitle- the holder to receive shares in the TC.
	TOTAL	52,20,08,258	54.79	54.79

(*) Diluted share/voting capital means the total number of shares in the TC assuming full conversion of the outstanding convertible securities/warrants into equity shares of the TC. # includes 12,50,000 equity shares held by Nimesh Kampani HUF.

For J.M. Financial & Investment Consultancy Services Private Limited Mars

Nimesh Kampani Executive Chairman

Place: Mumbai Date: April 5, 2021

Disclosures under Regulation 30(1) and 30(2) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011

Part B

Name of the Target Company: JM Financial Limited

Name(s) of the person and	Whether the person
Persons Acting in concert	belongs to Promoter/
(PAC) with the Person	Promoter Group
J. M. Financial &	Promoter
Investment Consultancy
Services Private Limited
Nimesh Nagindas Kampani	Promoter
(Person who is in control of
the TC)
J. M. Assets Management	Promoter Group
Private Limited
JSB Securities Limited	Promoter Group
Kampani Consultants	Promoter Group
Limited
SNK Investments Private	Promoter Group
Limited
Persepolis Investment	Promoter Group
Company Private Limited
JM Financial Trustee	Promoter Group
Company Private Limited
Aruna Nimesh Kampani	Promoter Group
(Relative of person who is
in control of the TC)
Vishal Nimesh Kampani	Promoter Group
(Relative of person who is in control of the TC)
Amishi Akash Gambhir	Promoter Group
(Relative of person who is
in control of the TC)

For J. M. Financial & Investment Consultancy Services Private Limited

Nimesh Kampani Executive Chairman

Place: Mumbai Date: April 5, 2021

February 28, 2023

JM Financial Limited $7^th$ Floor, Cnergy Appasaheb Marathe marg Prabhadevi Mumbai - 400025

Dear Sirs,

Re: Disclosure under SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011

Pursuant to Regulation 29(2) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, we, J.M. Financial & Investment Consultancy Services Private Limited, promoter of JM Financial Limited (the "Company"), wish to inform you that there is a change in promoter/promoter group shareholding of the Company of more than 2% since the last disclosure made by us on December 16, 2014. The said change is due to buy/sell of equity shares by promoter/promoter group between November 16, 2015 and February 24, 2023.

The disclosure pursuant to above Regulation in the form prescribed by SEBI, is attached.

We request you to kindly take the above on your record.

Thank you.

Yours truly, For J. M. Financial & Investment Consultancy Services Private Limited

Nimesh Kampani Executive Chairman

Encl. As above.

Disclosure under Regulation 29(2) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011
Name of the Target Company(TC)	JM Financial Limited
Name(s) of the acquirer and Persons acting in concert(PAC)	Promoter
with the acquirer
			J. M. Financial & Investment Consultancy Services Private Limited
	(Acquirer)
	Nimesh Nagindas Kampani
	Promoter group and PAC
	J. M. Assets Management Private Limited (Acquirer)
	SNK Investments Private Limited (Acquirer)
	Persepolis Investments Company Private Limited (Acquirer)
	Kampani Consultants Limited (Acquirer)
	JM Financial Trustee Company Private Limited (Acquirer)
	Vishal Nimesh Kampani (Acquirer)
	Aruna Nimesh Kampani
	JSB Securities Limited
	Amishi Akash Gambhir
Whether the acquirer belongs to Promoter/Promoter Group	Yes
Name(s) of the Stock Exchange(s) where the shares of the	BSE Limited and National Stock Exchange of India Limited
TC are listed Details of the acquisition/disposal as follows	Number	% w.r.t total share/	% w.r.t diluted
		voting capital	share/voting capital
		wherever	of the $TC(**)$
		applicable(*)
Before the acquisition under consideration, holding of:
a) Shares carrying voting rights	51,77,89,265	54.23	54.23
b) Shares in the nature of encumbrance (pledge/lien/
non-disposal undertaking/ others)
c)Voting rights (VR) otherwise than by shares
d) Warrants/convertible securities/any other instrument
that entitles the acquirer to receive shares carrying
voting rights in the TC (specify holding in each
category)
$e)$ Total (a+b+c+d) Details of acquisition/sale:	51,77,89,265	54.23	54.23
a) Shares carrying voting rights acquired/sold	1,94,68,993	2.04	2.04
b) VRs acquired /sold otherwise than by shares
c) Warrants/convertible securities/any other instrument
that entitles the acquirer to receive shares carrying
voting rights in the TC (specify holding in each
category) acquired/sold
d)Shares encumbered / invoked/released by the acquirer
e)Total $(a+b+c/-d)$	1,94,68,993	2.04	2.04
After the acquisition/sale, holding of:
a) Shares carrying voting rights b) Shares encumbered with the acquirer	53,72,58,258	56.27	56.27
c) VRs otherwise than by shares
d) Warrants/convertible securities/any other instrument
that entitles the acquirer to receive shares carrying
voting rights in the TC (specify holding in each
category) after acquisition
e)Total $(a+b+c+d)$	53,72,58,258	56.27	56.27

Mode of acquisition / sale (e.g. open market / off-market /	Open market
public issue / rights issue / preferential allotment / inter-se
transfer etc).
Date of acquisition / sale of shares / VR or date of receipt of	On various dates between November 16, 2015 and
intimation of allotment of shares, whichever is applicable	February 24, 2023
Equity share capital / total voting capital of the TC before the	195,47,87,078 equity shares of face value INR 1 each, amounting to
said acquisition / sale	INR 95,47,87,078
Equity share capital/ total voting capital of the TC after the	95,47,87,078 equity shares of face value INR 1 each, amounting to
said acquisition / sale	INR 95,47,87,078
Total diluted share/voting capital of the TC after the said	95,47,87,078 equity shares of face value INR 1 each, amounting to
acquisition	INR 95,47,87,078

(*) Total share capital/voting capital taken as per the latest filing done by the Company to the Stock Exchange under Regulation 31 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

(**) Diluted share/voting capital means the total number of shares in the TC assuming full conversion of the outstanding convertible securities/warrants into equity shares of the TC.

For J.M. Financial & Investment Consultancy Services Private Limited

Nimesh Kampani Executive Chairman

Place: Mumbai Date: February 28, 2023