Board has given its in-principle approval for the merger of JM Securities Pvt Ltd with the Company subject to satisfactory receipt of all the statutory, regulatory, corporate and other approvals as may be required, including, but not limited to, the approvals of the relevant High Court, the Reserve Bank of India, the Stock Exchange(s), Securities & Exchange Board of India, the respective Boards and Shareholders and also subject to a fair share swap ratio. J M Securities Pvt Ltd currently holds, inter-alia, investments in Investment Banking, Retail Broking & Fixed Income Broking businesses (which are part of the joint venture between JM Financial Group and Morgan Stanley) and will hold investments in Asset Management and Equity Financing Services. Further the Board of Directors has also decided to appoint M P Chitale & Associates, Chartered Accountants, Mumbai as the independent valuer to determine the fair share swap ratio. In a separate meeting, the Board of Directors of J M Securities Pvt Ltd has also, inter alia, given their in-principle approval for the merger of JM Securities Pvt Ltd with the Company. has decided to approve the following subject to the satisfactory receipt of all statutory, regulatory, corporate and other approvals, as may be required: 1. The share swap ratio as recommended by the Independent Valuer, M P Chitale & Associates in connection with the proposed merger of J M Securities Pvt Ltd (JMSPL) with the Company. Based on the recommendation of M P Chitale & Associates, shareholders of JMSPL will be issued 128 equity shares in the Company for every 3 shares held by them in JMSPL on a fully diluted basis. (As per BSE Bulletin dated on 07/10/2005) EGM 15/02/2006 To consider and if thought fit, approve, with or without modification(s), the arrangement embodied in the Scheme of Amalgamation of JM Securities Pvt Ltd with the Company, pursuant to the order of the Hon'ble Bombay High Court. (As per BSE Bulletin dated on 02/02/2006) The Company has informed that the equity shareholders of the Company at the Court Convened meeting held on February 15, 2006, have passed the resolution pursuant to Section 391 of the Companies Act, 1956 in relation to the compromise or arrangement embodied in the Scheme of Amalgamation of JM Securities Pvt Ltd with the Company, with overwhelming majority. (As per BSE Bulletin dated on 17/02/2006) The company has informed that the Honourable High Court at Mumbai has at its hearing held on March 31, 2006, sanctioned the Scheme of Amalgamation of J M Securities Pvt Ltd with the Company under Sections 391 and 394 of the Companies Act, 1956. (As per BSE Bulletin dated on 05/04/2006) JM Financial Ltd has informed BSE that the Committee of Directors (CoD) at its recently concluded meeting has decided to allot an aggregate of 1,23,73,333 equity shares of the face value of Rs 10/- each of the Company to the shareholders of J M Securities Pvt Ltd. This is in pursuance of the Scheme of Amalgamation of J M Securities Pvt Ltd with the Company sanctioned by the Hon'ble High Court at Mumbai. With this allotment issued and subscribed equity share capital of the Company stands increased to Rs 279/- million. (As per BSE Bulletin dated on 04/05/2006) Trading members of the Exchange are hereby informed that the under mentioned new securities of JM Financial Ltd. (Scrip Code: 523405, ISIN No: INE780C01015) are listed and permitted for trading on the Exchange with effect from Tuesday, June 6, 2006. Securities 1,23,73,333*Equity Shares of Rs.10/- each issued to the shareholders of erstwhile JM Securities Pvt. Ltd., pursuant to Scheme of Amalgamation of the Company. Dist. Nos. 15525001 to 27898333 * These shares are ranking pari-passu with the existing equity shares of the company. 2. Trading members may please note that the 30,93,334 equity shares are under lock-in for a period upto May 02, 2009 and therefore these shares would not be good delivery in the market till then. The company has confirmed that the relevant share certificates have been enfaced with a stamp regarding its non-transferability. The details of lock-in shares are as under: Distinctive numbers Number of Shares 15525001-15525053 53 15525214- 16485160 959947 19365001- 19685000 320000 20645001- 20725000 80000 20965001- 21045000 80000 21285001- 21365000 80000 21605001- 21685000 80000 21925001 -23418333 1493333 Total 3093333 3. The brief particulars of the Scheme of Amalgamation are as mentioned below: a) The Scheme of Amalgamation of the company was approved by the Hon'ble High Court of Mumbai vide the Order dated March 31, 2006 and modified vide order dated April 25,2006. b)Effective Date: May 3, 2006 c)Appointed Date: November 1, 2005 d) Date of Allotment: May 3, 2006 e) Exchange Ratio - For every 3 equity shares of Rs.10/- held in the transferor company, viz; JM Securities Pvt. Ltd., 128 equity shares of Rs.10/- each of the company has been issued. 4.The company's financial year ends on 31st March. (As per BSE Notice dated on 05/06/2006)