Geojit Financial Services Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

Your Directors have pleasure in presenting their 31^st Annual Report of the Company for the financial year ended
31^st March, 2025.

FINANCIAL HIGHLIGHTS

		Standalone			Consolidated
Particulars	2024-25	2023-24	Change (%)	2024-25	2023-24	Change (%)
Total Revenue	441.06	350.99	26	749.32	623.97	20
Total Expenditure	370.19	313.89	18	526.63	432.00	22
Profit before tax	70.87	37.10	91	222.69	191.97	16
Total Tax Expenses	17.44	9.12	91	55.74	48.76	14
Share of Profit/loss in Associate	-	-		5.54	6.17	(10)
Profit for the year	156.85	133.94	17	172.49	149.38	15
Total Comprehensive Income	156.03	133.65	17	171.84	149.19	15

* During the year, the company transferred its securities broking and allied business to Geojit Investments Limited, a wholly owned subsidiary.
In the standalone financial statements, the total comprehensive income includes profit from discontinued operations (net of tax) amounting
to H 103.42 crores for FY 2024-25 and H 105.96 crores for FY 2023-24. However, the total revenue, total expenses, and profit before tax pertain
exclusively to continuing operations.

FINANCIAL HIGHLIGHTS OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES
Indian Subsidiaries (J in lakhs)

Company Name	FY 2024-25 Total income	FY 2024-25 Total Expense	FY 2024-25 Profit / Loss for the year
Geojit Investments Ltd.*	44893.77	31346.60	10173.40
Geojit Technologies (P) Ltd	3377.26	1775.29	1174.86
Geojit Credits (P) Ltd	877.89	687.59	189.80
Geojit Fintech (P) Limited	5.10	13.75	(10.04)
Geojit IFSC Limited	992.57	982.13	10.44

Overseas Subsidiaries, joint ventures & Associates (J in lakhs)

Company Name	FY 2024-25 Total income	FY 2024-25 Total Expense	FY 2024-25 Profit / Loss before tax
Barjeel Geojit Financial Services LLC	1480.26	973.14	507.12
Qurum Business Group Geojit Securities LLC	510.16	332.29	177.87
BBK Geojit Business Consultancy and Information KSCC	149.97	103.39	46.58

Note :

Consolidation of Barjeel, and BBK (Joint ventures) is on “equity method”. Therefore the consolidated profit / (loss) is directly adjusted to the
carrying amount of investments in the books. (i.e. The total income and total expense do not directly get consolidated. Only the share of GFSL
in total gain / (loss) is consolidated into P&L.)

*During the year, Geojit Financial Services Limited (GFSL) transferred its securities broking and allied business to Geojit Investments Limited, a
wholly owned subsidiary. These figures are restated and include broking-related income booked in GFSL up to 21.03.2025.

REVIEW OF PERFORMANCE

On a consolidated basis your company earned a
total income of H 749.32 crores for the financial year,
profit before tax of H 222.69 crores and a net profit of
H 172.49 crores.

On a standalone basis, the basic earnings per share (EPS)
stood at H 1.97 from continuing operations and H 3.81 from
discontinued operations, aggregating to H 5.78, compared
to H 5.04 in the previous year.

A detailed analysis of the performance is given in
the Management Discussion and Analysis Report
appended hereto.

DIVIDEND

The Board at their meeting held on 21^st May 2025 has
recommended a final dividend of H 1.50 per equity share
for the financial year 2024-25. The proposal is subject
to the approval of the shareholders of the Company
at its ensuing Annual General Meeting to be held on
Friday, July 25, 2025.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company
are prepared in accordance with Section 129 of the
Companies Act, 2013 read with relevant Accounting
Standards issued by the Institute of Chartered Accountants
of India and forms part of this Annual Report.

STATE OF COMPANY’S AFFAIRS AND
OPERATIONS

Your Company continues to uphold its core purpose
of enabling long-term wealth creation for its clients.
Leveraging its robust technology platforms—such as Flip,
TraderX, Smartfolios, and FundsGenie—alongside deep
domain expertise and a strong national and international
presence, the Company along with its subsidiaries offers
a comprehensive suite of investment services. These
include equity and commodity broking, mutual funds,
portfolio management, financial planning, and insurance
distribution, tailored to meet the evolving needs of over
15.2 lakh customers across India and the GCC region.

In line with its strategic focus on sustainable growth,
the Company has been steadily diversifying its revenue
streams beyond traditional brokerage, which is inherently
cyclical. Significant investments in digital infrastructure
have enhanced client onboarding, improved service
delivery, and supported the expansion of recurring
revenue streams such as mutual funds, insurance,
Private Wealth Services and portfolio management
services. These efforts have yielded strong results: as
of March 31, 2025, customer assets under management
and custody reached H 1,00,065 crore, up from H 93,877
crore in March 2024

During FY 2024-25, the Company added 1,38,563 new
clients, reflecting growing investor confidence and the
effectiveness of its digital-first approach.

TRANSFER TO RESERVE

The Company does not propose to transfer amounts to
the general reserve.

INCREASE IN SHARE CAPITAL

During the year under review, the paid-up share capital
of the Company increased from H 23,91,44,482/-
divided into 23,91,44,482 equity shares of H 1/- each to,
H 27,90,25,452/- divided into 27,90,25,452 equity shares
of H 1/- each consequent to the issue of 3,98,57,413
equity shares on Rights basis and 23,557 equity shares to
employees upon exercise of stock options under Employee
Stock Option Schemes 2016 and 2017 of the Company.

On October 30, 2024, the Company alloted 3,98,57,413
equity shares of face value H1 each under a Rights Issue,
aggregating to a total amount of H19,928.71 lakhs. The
Rights Issue was offered in the ratio of 1 Rights Equity
Share for every 6 fully paid-up Equity Shares held by
eligible shareholders as on the record date.

SUBSIDIARIES, JOINT VENTURES AND
ASSOCIATE COMPANIES

As on 31^st March, 2025, following are the subsidiaries/
associates/joint ventures of the Company:

Subsidiaries:

i. Geojit Credits Private Limited

ii. Geojit Technologies Private Limited

iii. Geojit Fintech Private Limited (Formerly known as
Geojit Techloan Private Limited)

iv. Geojit IFSC Limited

v. Geojit Investments Limited

vi. Qurum Business Group Geojit Securities LLC

Joint Ventures:

i. Barjeel Geojit Financial Services L.L.C

ii. Aloula Geojit Capital Company (under process
of liquidation)

Associates:

i. BBK Geojit Business Consultancy and Information
KSCC (Formerly known as ''BBK Geojit
Securities KSCC'').

The consolidated financial statements of the Companies
are prepared in accordance with the Indian Accounting
Standards (IndAS) notified under Companies (Indian
Accounting Standards) Rules, 2015 (as amended from

time to time) and presentation requirements of Division III
of Schedule III of the Act, (Ind AS compliant Schedule III),
as applicable to the consolidated financial statements
and the same forms an integral part of this Report.

Pursuant to Section 129 (3) of the Act read with Rule 5
of the Companies (Accounts) Rules, 2014, a statement
containing salient features of the financial statements of
subsidiaries, for the Financial Year 2024-25 is given in Form
AOC-1 which forms an integral part of this Annual Report.

In accordance with Section 136(1) of the Act, the
Annual Report of your Company containing inter alia,
financial statements including consolidated financial
statements has been placed on the Company''s website at
www.geoiit.com. Further, the financial statements of the
subsidiaries are also placed on the Company''s website at
www.geoiit.com.

Any member desirous of inspecting or obtaining copies, of
the audited financial statement including the consolidated
financial statements of the Company, audited financial
statements of the subsidiary companies may write to the
Company Secretary at [email protected].

DIRECTORS AND KEY MANAGERIAL
PERSONNEL

I. Inductions

• Mr. Binoy Varghese Samuel (DIN: 05235522)
was appointed as Non-Executive Independent
Director w.e.f. 26^th August 2024

• Mr. G Pradeepkumar (DIN: 06978792) was
appointed as Non-Executive Independent
Director w.e.f. 08^th October 2024.

In the opinion of the Board, Mr. Binoy Varghese

Samuel and Mr. G Pradeepkumar possess requisite

expertise, integrity, experience and proficiency.

II. Re-appointments, Retirements and Cessation

• Mr. C J George (DIN 00003132) was reappointed
as Chairman & Managing Director of the
Company for a term of five years effective from
November 24, 2024.

• In accordance with the provisions of the
Companies Act, 2013, Mr. Jones George (DIN:
06674021) is liable to retire by rotation at the
forthcoming Annual General Meeting and, being
eligible, has offered himself for re-appointment.
The Nomination and Remuneration Committee
and the Board of Directors recommends
his re-appointment for the consideration of
the shareholders.

• The Nomination & Remuneration Committee
and the Board of Directors at its meeting
held on June 24, 2025 recommended the

reappointment of Ms. Alice Geevarghese Vaidyan
(DIN: 07394437), Independent Director, for a
second term of five years. The Board of Directors
recommends Ms. Vaidyan’s re-appointment for
the consideration of the shareholders.

• Mr. R Bupathy (DIN: 00022911) retired from the
post of Non- Executive Independent Director
w.e.f 14^th July 2024.

• Mr. Mahesh Vyas (DIN: 00338749) retired
from the post of Non- Executive Independent
Director w.e.f 14^th July 2024.

• Mr. M P Vijay Kumar (DIN: 05170323) resigned
from the post of Non- Executive Independent
Director w.e.f 07^th October 2024.

BOARD MEETINGS

The Board of Directors met 5 (five) times in the financial
year 2024-25. The details of the Board meetings and the
attendance of the Directors are provided in the Corporate
Governance Report.

COMPOSITION AND MEETINGS OF AUDIT
COMMITTEE

The Audit Committee is constituted with three Non¬
Executive Independent Directors comprising of Mr.
Radhakrishnan Nair as Chairman, Prof. Sebastian Morris
and Mr. Binoy Varghese Samuel as other Committee
Members. The Committee met 9 (nine) times in the
financial year 2024-25. The details of meetings and the
attendance of the Directors are provided in the Corporate
Governance Report.

COMPOSITION AND MEETINGS OF NOMINATION
AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee
constituted with three Non- Executive Independent
Directors comprising of Ms. Alice Vaidyan as the
Chairperson, Mr. Radhakrishnan Nair and Prof. Sebastian
Morris as other Committee Members. The Committee met
3 (three) times in the financial year 2024-25. The details
of meetings and the attendance of the Directors are
provided in the Corporate Governance Report.

COMPOSITION AND MEETINGS OF
STAKEHOLDERS’ RELATIONSHIP COMMITTEE

The Stakeholders’ Relationship Committee is constituted
with Mr. Rajan Medhekar - Non - Executive Independent
Director as Chairman, Mr. C J George - Chairman &
Managing Director and Mr. A Balakrishnan - Executive
Director as other committee members. The Committee
convened once during the financial year 2024-25. The
details of meetings and the attendance of the Directors
are provided in the Corporate Governance Report.

ANNUAL EVALUATION OF THE BOARD, ITS
COMMITTEE AND INDIVIDUAL DIRECTORS

Pursuant to the provisions of Companies Act, 2013 and
the SEBI (Listing Obligations & Disclosure Requirements)
Regulations, 2015, the Board of Directors has carried out
an annual evaluation of its own performance, its committee
and individual Directors. Assessment for evaluation of
performance of Board, its committees and individual
directors were prepared based on various aspects,
which among other parameters, included competency,
experience and diversity of Board members, effectiveness
of its governance practices, conducting of meetings etc.

Further the Independent Directors, at their meetings held
during the year, reviewed the performance of the Board,
the non-Independent Directors and the Chairman.

CODE OF CONDUCT FOR DIRECTORS & SENIOR
MANAGEMENT

The Board has adopted a Code of Conduct for Directors
& Senior Management in accordance with the provisions
of the Companies Act, 2013 and Regulation 17(5) of
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. The Code also incorporates the
duties of Independent Directors. All the Board Members
and Senior Management Personnel have confirmed
compliance with the Code. A declaration to that effect
signed by the Managing Director forms part of the
Corporate Governance Report. A copy of the Code has
been put on the Company’s website.

FAMILIARIZATION PROGRAMME FOR
INDEPENDENT DIRECTORS

The Independent Directors of the Company are persons of
integrity, possessing rich experience and expertise in the
field of corporate management, finance, capital market,
economic and business information. The company
has issued appointment letter to the Independent
Directors setting out in detail, the terms of appointment,
duties, roles & responsibilities and expectations of
the Independent Director. The Board of Directors has
complete access to the information within the Company.
Presentations are regularly made to the Board of Directors
/ Audit Committee / Nomination & Remuneration
Committee / Corporate Social Responsibility Committee
/ Stakeholders’ Relationship Committee/ Enterprise Risk
Management Committee/ Management Committee on
various related matters, where Directors have interactive
sessions with the Management.

The details on the Company''s familiarization programme
for Independent Directors can be accessed at https://
www.geoiit.com/investor-relations.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from
each Independent Director under Section 149(7) of the

Companies Act, 2013 that he/ she meets the criteria
of Independence laid down in Section 149(6) of the
Companies Act, 2013 and in terms of SEBI (Listing
Obligations & Disclosure Requirements) Regulations, 2015.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to requirement of Section 134(3)(c) and Section
134(5) of the Companies Act, 2013 and based on the
representations received from the Management, your
Directors state that:

i. in the preparation of the annual accounts for the
financial year ended March 31, 2025, the applicable
accounting standards have been followed and there
are no material departures from the same;

ii. the Directors have selected such accounting policies
and applied them consistently and made judgments
and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of
the Company as at March 31, 2025 and of the profit
of the company for the year ended on that date;

iii. the Directors have taken proper and sufficient care
for the maintenance of adequate accounting records
in accordance with the provisions of the Companies
Act, 2013 for safeguarding the assets of the company
and for preventing and detecting fraud and other
irregularities;

iv. the Directors have prepared the annual accounts on
a going concern basis;

v. the Directors have laid down internal financial
controls to be followed by the company and that
such internal financial controls are adequate and
were operating effectively; and

vi. the Directors have devised proper systems to ensure
compliance with the provisions of all applicable
laws and that such systems were adequate and
operating effectively.

POLICY RELATING TO DIRECTORS’
APPOINTMENT

The Company with the approval of Nomination &
Remuneration Committee has adopted a policy on Board
diversity and the recommendation of candidature for Board
appointment will be based on merit that complements and
expands the skills, experience and expertise of the Board
as a whole, taking into account gender, age, professional
experience and qualifications, cultural and educational
background, and any other factors that the Board might
consider relevant and applicable from time to time towards
achieving a diverse Board.

MANAGEMENT''S DISCUSSION & ANALYSIS

The Management''s Discussion and Analysis is given
separately and forms part of this Annual Report.

BUSINESS RESPONSIBILITY & SUSTAINABILITY
REPORT

In compliance with Regulation 34(2)(f) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015, the Business Responsibility and Sustainability
Report ("BRSR”) on the environmental, social, and
governance disclosures, including BRSR Core consisting
of Key Performance Indicators (KPIs)/metrics under nine
ESG attributes forms part of this Annual Report.

CORPORATE GOVERNANCE

Your Company has complied with the Corporate
Governance requirements under Companies Act, 2013
and as stipulated under the provisions of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015. A detailed Report on Corporate Governance forms
part of this Annual Report. A certificate of Statutory
Auditor confirming compliance of the Corporate
Governance requirements by the Company is attached to
the Report on Corporate Governance.

ANNUAL RETURN

Pursuant to Section 134(3)(a) and Section 92(3) of the
Act read with Rule 12 of the Companies (Management
and Administration) Rules, 2014, the Annual Return (Form
MGT-7) for the financial year ended March 31, 2025, is
available on the Company’s website and can be accessed
at www.geoiit.com.

SECRETARIAL AUDIT REPORT

In accordance with the provisions of Section 204
of the Companies Act, 2013, the Board appointed
M/s. Satheesh & Remesh - Company Secretaries in
Whole-time Practice, Kochi as the Secretarial Auditor
for the financial year 2024-25. The report of the
Secretarial Auditor for the FY 2024-25 is annexed to this
report as Annexure I.

There are no audit qualifications in the said
Secretarial Audit Report.

AUDITORS

At the Annual General Meeting held on July 30, 2021, M/s.
B S R & Associates LLP, Chartered Accountants, were re¬
appointed as statutory auditors of the Company to hold
office till the conclusion of the Thirty Second Annual
General Meeting to be held in the year 2026.

Statutory Auditors Report:

The Auditors’ Report to the Shareholders for the year
under review does not contain any qualification.

Details of Frauds reported by Auditors:

There were no frauds reported by the Statutory Auditors
under provisions of Section 143(12) of the Companies
Act, 2013 and rules made thereunder.

In compliance with the provisions of Regulation 24A of the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, and Section 204 of the Companies
Act, 2013, the Board at its meeting held on 21^st May 2025
approved the appointment of M/s. Satheesh & Remesh
Company Secretaries, a peer reviewed firm, as Secretarial
Auditors of the Company for a term of five consecutive
years commencing from FY 2025-26 to FY 2029-30,
subject to approval of shareholders at the ensuing Annual
General Meeting.

COST RECORD AND AUDIT

Maintenance of cost records and requirement of cost
audit as prescribed under the provisions of Section 148(1)
of the Companies Act, 2013 and rules made thereunder
are not applicable to the Company during the period
ended 31^st March, 2025.

DIVIDEND DISTRIBUTION POLICY

Pursuant to the provisions of Regulation 43A of the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Board of Directors of the
Company has adopted a Dividend Distribution Policy for
determining circumstances and parameters under which
Dividend pay-out could be made on periodical basis.
The policy highlighted the factors to be considered by
the Board of Directors at the time of recommending/
declaring of Dividend.

Dividend Distribution Policy of the Company can
be accessed at https://www.geoiit.com/StaticPdf/
Dividend%20Distribution%20Policy Rev28072023.pdf

REMUNERATION POLICY

The company follows a policy on remuneration of
Directors, Key Managerial Personnel (KMP), Senior
Management Personnel (SMP) and other employees of
the Company. The policy was approved by the Nomination
& Remuneration Committee of the Company.

The Non-Executive Directors of the Company shall be
entitled to receive remuneration by way of sitting fees for
attending meeting of the Board and Committees thereof.

The remuneration to KMP''s and SMP’s and employees shall
include direct remuneration and indirect remuneration
primarily and strategic remuneration which can be
performance linked and/or profit linked incentive.

Remuneration Policy of the Company can be accessed
at https://www.geoiit.com/StaticPdf/Remuneration%20
Policy 30012025.pdf.

RISK MANAGEMENT POLICY

Risks are an integral part of business and it is imperative to
manage these risks at acceptable levels in order to achieve
business obiectives. The risks to which the Company is
exposed are both external and internal. Your company

has formulated a Risk Management Policy to provide an
integrated and standardized approach in managing all
aspects of risk to which your Company is exposed. A Board-
level Risk Management Committee monitors the Enterprise
Risk Management Policy with participation from officers
responsible for risk management and to take appropriate
steps to ensure that these risks are at acceptable levels.

WHISTLE BLOWER POLICY & VIGIL MECHANISM

Your Company has laid down a Vigil Mechanism and
formulated a Whistle Blower Policy in order to provide
a framework for responsible and secure whistle blowing
mechanism. The Policy aims to provide an avenue for
Employees and Directors to raise their concerns about
unethical behavior, actual or suspected fraud or violation
of the company''s code of conduct and it also empowers
the Audit Committee of the Board of Directors to
investigate the concerns raised by the employees.

All Directors and Employees of the Company are
eligible to make protected disclosures under the Policy
addressed to the Vigilance Officer of the Company
in relation to matters concerning the Company. The
company consistently educate stakeholders about the
policy, ensuring a regular and systematic dissemination
of information. We further affirm that, no employee of the
Company was denied access to the Audit Committee.

The details on the Company''s Whistle Blower Policy
and Vigil Mechanism can be accessed at https://www.
qeoiit.com/StaticPdf/Vigil%20Mechanism%20and%20
Whistle%20Blower%20Policy.pdf

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Corporate Social Responsibility Committee comprises
of Mr. C J George - Chairman & Managing Director as
Chairman, Mr. Binoy Varghese Samuel - Non - Executive
Independent Director and Mr. A Balakrishnan - Executive
Director as members. The Committee convened once during
the financial year 2024-25. The Committee has formulated
and recommended to the Board a Corporate Social
Responsibility Policy (CSR Policy) indicating activities to
be undertaken by the Company, which has been approved
by the Board. The Company established a charitable trust
namely Geojit Foundation and carry most of the CSR
activities of the company through the foundation.

The Company has identified Education & Skill
Development, Health, Social Inclusion and Environment
as focus areas of engagement for CSR activities. The
Company would also undertake other initiatives in
compliance with Section 135 read with Schedule VII of
the Companies Act 2013. The Annual Report on CSR
activities is annexed herewith and marked as Annexure II
to this report. The CSR Policy is available on website of
the company at https://www.geoiit.com/StaticPdf/02
CSR%20Policy.pdf.

DISCLOSURE AS PER SEXUAL HARRASSMENT
OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013.

The Company has zero tolerance for sexual harassment
at workplace and has adopted a policy on prevention,
prohibition and redressal of sexual harassment at
workplace in line with the provision of Sexual Harassment
of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and the Rules framed thereunder.
The Company conducts training programs to ensure
awareness regarding prevention of sexual harassment
in the workplace. As required under the Law, an internal
complaints committee has been constituted for reporting
and conducting inquiry into the complaints made by the
victim on the harassments at the workplace.

Your Directors further state that during the year under
review, no complaint was received pursuant to the
Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act 2013.

INTERNAL CONTROL SYSTEM

The Company has put in place an adequate system of
internal control commensurate with its size and nature of
business. These systems provide a reasonable assurance in
respect of providing financial and operational information,
complying with applicable statutes, safeguarding of
assets of the Company and ensuring compliance with
corporate policies.

The scope and authority of the Internal Audit activity are
well defined in the Internal Audit Charter, approved by the
Audit Committee. The Company has appointed an external
Internal Auditor and has a dedicated Internal Audit team
who reports functionally to the Audit Committee of the
Board which reviews and approves risk based annual
internal audit plan. Audit Committee periodically reviews
the performance of internal audit function. During the
year, the Audit Committee met regularly to review
reports submitted by the Internal Audit department.
All significant audit observations and follow-up actions
thereon were reported to the Audit Committee.

The Company’s Board & Audit Committee reviews
adherence to internal control systems, internal audit
reports and legal compliances. The Audit Committee
reviews all quarterly and yearly financial results of
the Company and recommends the same to Board
for its approval.

Further, the Statutory Auditors of the Company also
conducted audit of the Internal Financial Controls Over
Financial Reporting of the Company as on March 31,
2025, and issued their report which forms part of the
Independent Auditor’s report.

INSIDER TRADING REGULATIONS

Based on the requirements under SEBI (Prohibition of
Insider Trading) Regulations, 2015, as amended from time
to time, the Company has adopted a Code of Conduct
for Prevention of Insider Trading and Policy on Disclosure
of Material Events/ Information which is applicable to all
Directors and the Designated Employees of the Company.
The Code lays down the guidelines, which advices on the
procedures to be followed and disclosures to be made
while dealing in shares of the Company and indicate the
consequences of non-compliance. A copy of the Code
has been put on the Company’s website.

RELATED PARTY TRANSACTIONS

All contracts/arrangements/transactions entered by
the Company during the financial year with the related
parties were in the ordinary course of business and on an
arm’s length basis. During the year the company had not
entered into any contract/ arrangement/transaction with
any related party which could be considered material in
accordance with the policy of the company on materiality
of related party transactions. Disclosure in Form AOC-2 is
given as Annexure III.

The Policy on materiality of related party transactions
and dealing with related party transactions as
approved by the Board may be accessed on the
Company’s website at https://www.geoiit.com/StaticPdf/
RPTPolicy 30012025.pdf

Your Directors draw attention of the members to Note
42 of the financial statements, which sets out related
party disclosures.

CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE EARNINGS
AND OUTGO

The Company’s head office is an energy efficient building
consuming about 25 percent less energy and over
40 percent less water than conventional buildings of
similar size. The company also ensures optimized and
efficient energy management in all its offices, located
across India. With the implementation of its digital
initiatives the company has also substantially reduced its
paper consumption.

The company has always leveraged technological
innovations to improve its operational efficiency to
satisfy and retain its customer base. Keeping in line with
SEBI guidelines, the company has been automating
the customer on-boarding process. This has enabled
the Company to reduce time-consuming activities and
complexity of physical on-boarding of clients.

The details regarding foreign exchange earnings and
outgo are given as Annexure IV to this Report.

HUMAN RESOURCES

As a service Company, the Company’s operations are
heavily dependent on qualified and competent personnel.
As on 31^st March 2025, the total strength of the Company’s
permanent employees stood at 2550 excluding trainees,
casual & contract staff. Your Company takes significant
effort in training all employees at various levels.

PARTICULARS OF EMPLOYEES

Particulars of employees covered by the provisions
of Section 197 of the Companies Act, 2013 read with
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is given as Annexure V
to this Report.

In accordance with the provisions of Section 197(12) of
the Act and Rule 5(2) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules,
2014, the names and particulars of remuneration of top
ten employees who have drawn remuneration not less
than the limits specified in the Rules are available in the
website of the Company at https://www.geoiit.com/
investor-relations.

EMPLOYEE STOCK OPTION SCHEME (ESOS)

As of March 31, 2025, the Company has two Employee
Stock Option Schemes viz, ESOS 2017 and ESOS 2024.
The Board of Directors of the Company has allotted total
23,557 equity shares of H 1/- each under ESOS 2016 and
2017 to its employees who exercised the stock options in
accordance with the terms and conditions of ESOS.

During the year under review, the Company has not
amended the terms of stock options granted under ESOS
2017 and ESOS 2024.

The existing Schemes ESOS 2017 and ESOS 2024 are
in compliance with the Regulation 14 of the Securities
and Exchange Board of India (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021 and the
Companies Act, 2013.

Details with respect to Regulation 14 of the Securities and
Exchange Board of India (Share Based Employee Benefits
and Sweat Equity) Regulations, 2021 is available on our
website and can be accessed at https://www.geoiit.com/
StaticPdf/ESOS%20Disclosure AR2024-25.pdf.

DISCLOSURE RELATED TO THE SHAREHOLDERS
AGREEMENTS BINDING THE COMPANY

As on 31^st March 2025, there are two agreements
binding the Company:

a. Promotional Agreement entered into between
Mr. C.J. George and Kerala State Industrial
Development Corporation Limited ("KSIDCL”) dated

23^rd March, 1995 (“Promotional Agreement”). The
salient features of the agreement inter alia include
option to KSIDCL to sell its shares to the Promoter at
higher of their market value or book value, KSIDCL and
Promoter to support each other on all matters taken
up at the board meetings and shareholder meetings.

b. Shareholders’ Agreement entered into among
Mr. C.J. George, Mrs. Shiny George, BNP Paribas
S.A., BNP Paribas India Holding Private Limited and
the Company on 22^nd January, 2016 (“Shareholders’
Agreement”). The salient features of the agreement
inter alia include initial Promoters to have right of
first offer in the event of sale by BNPP, and BNPP to
have right of first offer in the event of sale include
initial Promoters, BNPP not entitled to appoint its
nominee director on the board of the Company.

The details of the agreements are also available at https://
www.geoiit.com/StaticPdf/Reg%2030A Intimation
PromoterAgreements.pdf.

TRANSFER OF UNPAID AND UNCLAIMED
AMOUNTS TO IEPF

Pursuant to the provisions of Section 124 of the
Companies Act, 2013, money transferred to the Unpaid
Dividend Account of the Company and which has
remained unpaid or unclaimed for a period of seven years
from the date of transfer has been transferred by the
Company to the Investor Education and Protection Fund
("IEPF") established by the Central Government pursuant
to Section 125 of the said Act.

DETAILS WITH RESPECT TO UNCLAIMED
SUSPENSE ACCOUNT

The Company holds a Demat Unclaimed Suspense
Account with Geoiit Financial Services Limited for holding
the unclaimed shares of the Company.

Sl. No	Particulars	Number
1.	Aggregate No. of shareholders	4
	and the Outstanding shares	Shareholders
	in the suspense account lying	11,000
	at the beginning of the year (01.04.2024).	Shares
2.	No. of shareholders who approached the Company for transfer of shares from suspense account during the year.	0
3.	No. of shareholders to whom shares were transferred from suspense account during the year.	0
4.	No. of shareholders/ shares transferred from suspense	0

Sl. No	Particulars	Number
5.	Aggregate No. of shareholders	4
	and the Outstanding shares in the	Shareholders
	suspense account lying at the end	11,000
	of the year (31.03.2025).	Shares

The voting rights on the shares held in Unclaimed
Suspense Account shall remain frozen till the rightful
owner of such shares claims the shares.

DEPOSITS

The Company does not accept deposits from the public
as specified under Chapter V of the Companies Act 2013.

PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS

Loans, guarantees and investments covered under Section
186 of the Companies Act, 2013 forms part of the notes to
the financial statements provided in this Annual Report.

MATERIAL CHANGES AND COMMITMENTS

There have been no material changes or commitments
between the end of the financial year and the date of this
report affecting the financial position of the Company.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

There is no change in the nature of business carried on by
the Company. The Company has not changed the class of
business in which the Company has an interest.

However, on December 13, 2024, the Company entered
into a Business Transfer Agreement with Geojit
Investments Limited (GIL), wholly owned subsidiary for
the transfer of its securities broking business, including
clearing and settlement operations, margin financing,
depository participant services, and research analyst
functions. Following the receipt of all requisite approvals
from the relevant regulatory authorities, stock exchanges,
and depositories, the Company completed the transfer of
the aforementioned businesses to GIL on March 21, 2025,
in accordance with the terms of the agreement

SIGNIFICANT AND MATERIAL ORDERS
PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN
STATUS AND THE COMPANY’S OPERATIONS IN
FUTURE

There have been no significant and material orders passed
by the regulators, courts and tribunals impacting the going
concern status of the Company’s operations in future.

THE DETAILS OF APPLICATION MADE OR
ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016
DURING THE YEAR ALONGWITH THEIR STATUS
AS AT THE END OF THE FINANCIAL YEAR.

No application has been made under the Insolvency and
Bankruptcy Code; hence the requirement to disclose the
details of application made or any proceeding pending
under the Insolvency and Bankruptcy Code, 2016 during
the year along with their status as at the end of the
financial year is not applicable.

THE DETAILS OF DIFFERENCE BETWEEN
AMOUNT OF THE VALUATION DONE AT THE
TIME OF ONE TIME SETTLEMENT AND THE
VALUATION DONE WHILE TAKING LOAN FROM
THE BANKS OR FINANCIAL INSTITUTIONS
ALONG WITH THE REASONS THEREOF.

The requirement to disclose the details of difference
between amount of the valuation done at the time of
onetime settlement and the valuation done while taking
loan from the Banks or Financial Institutions along with
the reasons thereof, is not applicable.

COMPLIANCE WITH SECRETARIAL

STANDARDS OF THE INSTITUTE OF COMPANY
SECRETARIES OF INDIA (ICSI)

The Company has complied with the Secretarial Standards
on Board Meetings (SS-1) and Secretarial Standards on
General Meetings (SS-2) issued by the ICSI.

GENERAL

Your Directors state that no disclosure or reporting is
required in respect of the following items as there were no
transactions on these items during the year under review.

a. Issue of equity shares with differential right as to
dividend, voting or otherwise.

b. Issue of shares (including sweat equity shares) to
employees of the company under any scheme save
and except ESOS referred to in this report.

ACKNOWLEDGEMENTS

The Board of Directors expresses its sincere appreciation
for the valuable guidance and support extended by the
Securities and Exchange Board of India, Stock Exchanges,
Commodity Exchanges, Depositories, and other
Regulatory Authorities. The Board also acknowledges
the continued cooperation received from the Kerala
State Industrial Development Corporation Limited,
our esteemed clients, and business partners. We look
forward to their sustained encouragement in the future.
The Board places on record its deep appreciation for the
unwavering commitment and dedication demonstrated
by employees across all levels of the organization. The
Directors are also grateful to the shareholders for their
continued trust, support, and confidence in the Company.

For and on behalf of the Board of Directors

C J George

Place : Kochi Chairman & Managing Director

Date: 24.06.2025 DIN: 00003132

---

Mar 31, 2024

The Directors have pleasure in presenting their 30^th Annual Report of the Company for the financial year ended 31^st March, 2024.

FINANCIAL HIGHLIGHTS

(Rs. in Crores)
Particulars		Standalone			Consolidated
	2023-24	2022-23	Change (%)	2023-24	2022-23	Change (%)
Total Revenue	599.55	427.79	40	623.97	447.63	39
Total Expenditure	420.79	317.00	33	432.00	328.69	31
Profit before exceptional items and tax	178.76	110.79	61	191.97	118.94	61
Total Tax Expenses	44.82	21.23	111	48.76	22.48	117
Share of Profit/loss in Associate	-	-	-	6.17	4.50	37
Profit for the year	133.94	89.56	50	149.38	100.96	48
Total Comprehensive Income	133.65	89.47	49	149.19	101.14	48

FINANCIAL HIGHLIGHTS OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

Indian Subsidiaries			('' in crores)
Company Name	FY 2023-24 Total income	FY 2023-24 Total Expense	FY 2023-24 Profit / Loss for the year
Geojit Technologies (P) Ltd.	29.88	15.42	10.82
Geojit Credits (P) Ltd	5.38	4.61	0.85
Geojit Techloan (P) Limited	0.15	0.02	0.10
Geojit IFSC Limited	0.05	0.56	(0.51)
Overseas Subsidiaries, joint ventures & Associates			('' in crores)
Company Name	FY 2023-24 Total income	FY 2023-24 Total Expense	FY 2023-24 Profit / Loss for the year
Barjeel Geojit Financial Services LLC	14.30	8.48	5.82
Qurum Business Group Geojit Securities LLC	4.59	2.91	1.41
BBK Geojit Business Consultancy and Information KSCC	0.85	0.51	0.34

Note :

Consolidation of Barjeel, and BBK (Joint ventures) is on "equity method”. Therefore the consolidated profit / (loss) is directly adjusted to the carrying amount of investments in the books. (i.e. The total income and total expense do not directly get consolidated. Only the share of GFSL in total gain / (loss) is consolidated into P&L.)

REVIEW OF PERFORMANCE

On a consolidated basis your company earned a total income of '' 623.97 crores for the financial year, profit before exceptional item and tax of '' 191.97 crores and a net profit of '' 149.38 crores.

On a standalone basis, your Company has recorded a total income of '' 599.55 crores for the financial year ended 31^st March 2024. The profit before exceptional item and tax is '' 178.76 crores and the net profit after tax is '' 133.94 crores. Basic earnings per share work out to '' 5.60 compared to '' 3.75 in the previous year.

A detailed analysis of the performance is given in the Management Discussion and Analysis Report appended hereto.

DIVIDEND

The Board at their meeting held on 30^th April 2024 has recommended a final dividend of '' 1.50 per equity share for the financial year 2023-24. The proposal is subject to the approval of the shareholders of the Company at its ensuing Annual General Meeting to be held on Friday, July 12, 2024.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company are prepared in accordance with Section 129 of the Companies Act, 2013 read with relevant Accounting Standards issued by the Institute of Chartered Accountants of India and forms part of this Annual Report.

STATE OF COMPANY’S AFFAIRS AND OPERATIONS

Geojit Financial leverages its advanced trading platforms, domain knowledge, and a broad national presence to guide investors towards long-term wealth creation. It offers a comprehensive suite of products and services designed to help clients build their financial portfolios.

Looking beyond traditional brokerage services, which can be cyclical in nature, the company is progressively increasing its non-brokerage income streams. Further, to capitalize on digitization and enhance returns, it has made significant investments in IT, towards streamlining onboarding processes and enhancing customer service.

These initiatives have yielded impressive results. In FY 2023-24, Geojit Financial attracted 1,08,759 new

clients, bringing its total customer base to 13,88,900. Furthermore, assets under management and custody climbed to '' 93,091 crore, a significant increase from '' 64,475 crore in March 2023.

TRANSFER TO RESERVE

The Company does not propose to transfer amounts to the general reserve.

INCREASE IN SHARE CAPITAL

During the year under review, the paid-up share capital of the Company increased from '' 23,90,92,702/-divided into 23,90,92,702 equity shares of '' 1/- each to '' 23,91,44,482/- divided into 23,91,44,482 equity shares of '' 1/- each, consequent to the issue of 51,780 equity shares to employees upon exercise of stock options under Employee Stock Option Scheme-2016 & Employee Stock Option Scheme-2017 of the Company.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

As on 31^st March, 2024, following are the subsidiaries/ associates/joint ventures of the Company:

Subsidiaries:

i. Geojit Credits Private Limited

ii. Geojit Technologies Private Limited

iii. Geojit Techloan Private Limited

iv. Geojit IFSC Limited

v. Geojit Investments Limited

vi. Qurum Business Group Geojit Securities LLC

Joint Ventures:

i. Barjeel Geojit Financial Services L.L.C

ii. Aloula Geojit Capital Company (under process of liquidation)

Associates:

i. BBK Geojit Business Consultancy and Information KSCC (Formerly known as ''BBK Geojit

Securities KSCC'')

The consolidated financial statements of the Companies are prepared in accordance with the Indian Accounting Standards (IndAS) notified under Companies (Indian Accounting Standards) Rules, 2015 (as amended from time to time) and presentation requirements of Division II of Schedule III of the Act, (Ind AS compliant Schedule III), as applicable to the consolidated financial

statements and the same forms an integral part of this Report.

Pursuant to Section 129 (3) of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of subsidiaries, for the Financial Year 2023-24 is given in Form AOC-1 which forms an integral part of this Annual Report.

In accordance with Section 136(1) of the Act, the Annual Report of your Company containing inter alia, financial statements including consolidated financial statements has been placed on the Company''s website at www.geojit.com. Further, the financial statements of the subsidiaries are also placed on the Company''s website at www.geojit.com.

Any member desirous of inspecting or obtaining copies, of the audited financial statement including the consolidated financial statements of the Company, audited financial statements iof the subsidiary companies may write to the Company Secretary at [email protected].

DIRECTORS AND KEY MANAGERIAL PERSONNEL

I. Inductions

There was no appointment of Directors during

the year 2023-24.

II. Re-appointments, Retirements and Cessation

• As per the provisions of the Companies Act, 2013, Mr. Satish Ramakrishnan Menon (DIN: 02277331), retires by rotation at the ensuing Annual General Meeting and being eligible seeks re-appointment. The Board recommends his re-appointment.

• Mr. A Balakrishnan (DIN: 00050016) was re-appointed as Whole-time Director (Executive) w.e.f. 02.08.2023 for a period of three years vide Postal Ballot ordinary resolution dated 04.10.2023.

• Mr. Satish Ramakrishnan Menon (DIN: 02277331) was re-appointed as Whole-time Director (Executive) w.e.f. 02.08.2023 for a period of three years vide Postal Ballot ordinary resolution dated 04.10.2023.

• Mr. Rajan Krishnanath Medhekar

(DIN: 07940253) was appointed as

Non-Executive Independent Director w.e.f.

30.01.2021. His term expired on 29.01.2024 and was re-appointed as Non-Executive Independent Director w.e.f. 31.01.2024 for a period of three years vide Postal Ballot special resolution dated 06.04.2024.

BOARD MEETINGS

The Board of Directors met 6 (six) times in the financial year 2023-24. The details of the Board meetings and the attendance of the Directors are provided in the Corporate Governance Report.

COMPOSITION AND MEETINGS OF AUDIT COMMITTEE

The Audit Committee is constituted with five NonExecutive Independent Directors comprising of Mr. R Bupathy as the Chairman, Mr. Radhakrishnan Nair, Mr. Mahesh Vyas, Mr. M P Vijay Kumar and Prof. Sebastian Morris as other Committee Members. The Committee met 9 (nine) times in the financial year 2023-24. The details of meetings and the attendance of the Directors are provided in the Corporate Governance Report.

COMPOSITION AND MEETINGS OF NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee constituted with four Non- Executive Independent Directors comprising of Mr. Mahesh Vyas as the Chairman, Mr. R.Bupathy, Mr. Radhakrishnan Nair, Prof. Sebastian Morris as other Committee Members. The Committee met 3 (three) times in the financial year 2023-24. The details of meetings and the attendance of the Directors are provided in the Corporate Governance Report.

COMPOSITION AND MEETINGS OF STAKEHOLDERS’ RELATIONSHIP COMMITTEE

The Stakeholders'' Relationship Committee constituted with Mr. R Bupathy - Non - Executive Independent Director as Chairman, Mr. C J George - Managing Director & CEO and Mr. A Balakrishnan - Executive Director as other committee members. The Committee met 2 (two) times in the financial year 2023-24. The details of meetings and the attendance of the Directors are provided in the Corporate Governance Report.

ANNUAL EVALUATION OF THE BOARD, ITS COMMITTEE AND INDIVIDUAL DIRECTORS

Pursuant to the provisions of Companies Act, 2013 and the SEBI (Listing Obligations & Disclosure Requirements)

Regulations, 2015, the Board of Directors has carried out an annual evaluation of its own performance, its committee and individual Directors. Assessment for evaluation of performance of Board, its committees and individual directors were prepared based on various aspects, which among other parameters, included competency, experience and diversity of Board members, effectiveness of its governance practices, conducting of meetings etc.

Further the Independent Directors, at their meetings held during the year, reviewed the performance of the Board, the non-Independent Directors and the Chairman.

CODE OF CONDUCT FOR DIRECTORS & SENIOR MANAGEMENT

The Board has adopted a Code of Conduct for Directors & Senior Management in accordance with the provisions of the Companies Act, 2013 and Regulation 17(5) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Code also incorporates the duties of Independent Directors. All the Board Members and Senior Management Personnel have confirmed compliance with the Code. A declaration to that effect signed by the Managing Director forms part of the Corporate Governance Report. A copy of the Code has been put on the Company''s website.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Independent Directors of the Company are persons of integrity, possessing rich experience and expertise in the field of corporate management, finance, capital market, economic and business information. The company has issued appointment letter to the Independent Directors setting out in detail, the terms of appointment, duties, roles & responsibilities and expectations of the Independent Director. The Board of Directors has complete access to the information within the Company. Presentations are regularly made to the Board of Directors / Audit Committee / Nomination & Remuneration Committee / Corporate Social Responsibility Committee / Stakeholders'' Relationship Committee/ Enterprise Risk Management Committee/ Management Committee on various related matters, where Directors have interactive sessions with the Management.

The details on the Company''s familiarization programme for Independent Directors can be accessed at https:// www.geoiit.com/investor-relations.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013 that he/ she meets the criteria of Independence laid down in Section 149(6) of the Companies Act, 2013 and in terms of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to requirement of Section 134(3)(c) and Section 134(5) of the Companies Act, 2013 and based on the representations received from the Management, your Directors state that:

i. i n the preparation of the annual accounts for the financial year ended March 31, 2024, the applicable accounting standards have been followed and there are no material departures from the same;

ii. the Directors have selected such accounting policies and applied them consistently and made iudgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024 and of the profit of the company for the year ended on that date;

iii. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv. the Directors have prepared the annual accounts on a going concern basis;

v. the Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

vi. the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

POLICY RELATING TO DIRECTORS’ APPOINTMENT

The Company with the approval of Nomination & Remuneration Committee has adopted a policy on Board diversity and the recommendation of candidature

for Board appointment will be based on merit that complements and expands the skills, experience and expertise of the Board as a whole, taking into account gender, age, professional experience and qualifications, cultural and educational background, and any other factors that the Board might consider relevant and applicable from time to time towards achieving a diverse Board.

MANAGEMENT’S DISCUSSION & ANALYSIS

The Management''s Discussion and Analysis is given separately and forms part of this Annual Report.

BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT

In compliance with Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Business Responsibility and Sustainability Report (“BRSR”) on the environmental, social, and governance disclosures, including BRSR Core consisting of Key Performance Indicators (KPIs)/metrics under 9 ESG attributes forms part of this Annual Report.

CORPORATE GOVERNANCE

Your Company has complied with the Corporate Governance requirements under Companies Act, 2013 and as stipulated under the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A detailed Report on Corporate Governance forms part of this Annual Report. A certificate of Statutory Auditor confirming compliance of the Corporate Governance requirements by the Company is attached to the Report on Corporate Governance.

ANNUAL RETURN

Pursuant to Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return (Form MGT-7) for the financial year ended March 31, 2024, is available on the Company''s website and can be accessed at www.geoiit.com.

SECRETARIAL AUDIT REPORT

In accordance with the provisions of Section 204 of the Companies Act, 2013, the Board has appointed M/s. Satheesh & Remesh - Company Secretaries in Whole-time Practice, Kochi as the Secretarial Auditor for the financial year 2023-24. The report of the Secretarial Auditor for the FY 2023-24 is annexed to this report as Annexure I.

There are no audit qualifications in the said Secretarial Audit Report.

AUDITORS

At the Annual General Meeting held on July 30, 2021, M/s. B S R & Associates LLP, Chartered Accountants, were re-appointed as statutory auditors of the Company to hold office till the conclusion of the Thirty Second Annual General Meeting to be held in the year 2026.

Statutory Auditors Report:

The Auditors'' Report to the Shareholders for the year under review does not contain any qualification.

Details of Frauds reported by Auditors:

There were no frauds reported by the Statutory Auditors under provisions of Section 143(12) of the Companies Act, 2013 and rules made thereunder.

COST RECORD AND AUDIT

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 and rules made thereunder are not applicable to the Company during the period ended 31^st March, 2024.

DIVIDEND DISTRIBUTION POLICY

Pursuant to the provisions of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors of the Company has adopted a Dividend Distribution Policy for determining circumstances and parameters under which Dividend pay-out could be made on periodical basis. The policy highlighted the factors to be considered by the Board of Directors at the time of recommending/ declaring of Dividend.

Dividend Distribution Policy of the Company can be accessed at https://www.geoiit.com/StaticPdf/ Dividend%20Distribution%20Policy Rev28072023.pdf

REMUNERATION POLICY

The company follows a policy on remuneration of Directors, Key Managerial Personnel (KMP), Senior Management Personnel (SMP) and other employees of the Company. The policy was approved by the Nomination & Remuneration Committee of the Company.

The Non-Executive Directors of the Company shall be entitled to receive remuneration by way of sitting fees for attending meeting of the Board and Committees thereof.

The remuneration to KMP''s and SMP''s and employees shall include direct remuneration and indirect

remuneration primarily and strategic remuneration which can be performance linked and/or profit linked incentive.

Remuneration Policy of the Company can be accessed at https://www.geoiit.com/StaticPdf/Remuneration%20 Policy.pdf.

RISK MANAGEMENT POLICY

Risks are an integral part of business and it is imperative to manage these risks at acceptable levels in order to achieve business objectives. The risks to which the Company is exposed are both external and internal. Your company has formulated a Risk Management Policy to provide an integrated and standardized approach in managing all aspects of risk to which your Company is exposed. A Board-level Risk Management Committee monitors the Enterprise Risk Management Policy with participation from officers responsible for risk management and to take appropriate steps to ensure that these risks are at acceptable levels.

WHISTLE BLOWER POLICY & VIGIL MECHANISM

Your Company has laid down a Vigil Mechanism and formulated a Whistle Blower Policy in order to provide a framework for responsible and secure whistle blowing mechanism. The Policy aims to provide an avenue for Employees and Directors to raise their concerns about unethical behavior, actual or suspected fraud or violation of the company''s code of conduct and it also empowers the Audit Committee of the Board of Directors to investigate the concerns raised by the employees.

All Directors and Employees of the Company are eligible to make protected disclosures under the Policy addressed to the Vigilance Officer of the Company in relation to matters concerning the Company. The company consistently educate stakeholders about the policy, ensuring a regular and systematic dissemination of information. We further affirm that, no employee of the Company was denied access to the Audit Committee.

The details on the Company''s Whistle Blower Policy and Vigil Mechanism can be accessed at https:// www.qeoiit.com/StaticPdf/Viqil%20Mechanism%20 and%20Whistle%20Blower%20Policy.pdf

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Corporate Social Responsibility Committee comprises of Mr. C J George - Managing Director & CEO as Chairman, Mr. R Bupathy - Non - Executive

Independent Director and Mr. A Balakrishnan -Executive Director as members. The Committee met 2 (two) times during the year 2023-24. The Committee has formulated and recommended to the Board a Corporate Social Responsibility Policy (CSR Policy) indicating activities to be undertaken by the Company, which has been approved by the Board. The Company established a charitable trust namely Geojit Foundation and carry most of the CSR activities of the company through the foundation.

The Company has identified Education & Skill Development, Health, Social Inclusion and Environment as focus areas of engagement for CSR activities. The Company would also undertake other initiatives in compliance with Section 135 read with Schedule VII of the Companies Act 2013. The Annual Report on CSR activities is annexed herewith and marked as Annexure II to this report. The CSR Policy is available on website of the company at https://www.geojit. com/csr-policy.

DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provision of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules framed thereunder. The Company conducts training programs to ensure awareness regarding prevention of sexual harassment in the workplace. As required under the Law, an internal complaints committee has been constituted for reporting and conducting inquiry into the complaints made by the victim on the harassments at the workplace.

Your Directors further state that during the year under review, one complaint was received and disposed during the year 2023-24 pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013.

INTERNAL CONTROL SYSTEM

The Company has put in place an adequate system of internal control commensurate with its size and nature of business. These systems provide a reasonable assurance in respect of providing financial and operational information, complying with applicable statutes, safeguarding of assets of the Company and ensuring compliance with corporate policies.

The scope and authority of the Internal Audit activity are well defined in the Internal Audit Charter, approved by the Audit Committee. The Company has appointed an external Internal Auditor and has a dedicated Internal Audit team who reports functionally to the Audit Committee of the Board which reviews and approves risk based annual internal audit plan. Audit Committee periodically reviews the performance of internal audit function. During the year, the Audit Committee met regularly to review reports submitted by the Internal Audit department. All significant audit observations and follow-up actions thereon were reported to the Audit Committee.

The Company''s Board & Audit Committee reviews adherence to internal control systems, internal audit reports and legal compliances. The Audit Committee reviews all quarterly and yearly financial results of the Company and recommends the same to Board for its approval.

Further, the Statutory Auditors of the Company also conducted audit of the Internal Financial Controls Over Financial Reporting of the Company as on March 31, 2024, and issued their report which forms part of the Independent Auditor''s report.

INSIDER TRADING REGULATIONS

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time, the Company has adopted a Code of Conduct for Prevention of Insider Trading and Policy on Disclosure of Material Events/ Information which is applicable to all Directors and the Designated Employees of the Company. The Code lays down the guidelines, which advices on the procedures to be followed and disclosures to be made while dealing in shares of the Company and indicate the consequences of non-compliance. A copy of the Code has been put on the Company''s website.

RELATED PARTY TRANSACTIONS

All contracts/arrangements/transactions entered by the Company during the financial year with the related parties were in the ordinary course of business and on an arm''s length basis. During the year the company had not entered into any contract/ arrangement/ transaction with any related party which could be considered material in accordance with the policy of the company on materiality of related party transactions. Disclosure in Form AOC-2 is given as Annexure III.

The Policy on materiality of related party transactions and dealing with related party transactions as approved

by the Board may be accessed on the Company''s website at https://www.geoiit.com/StaticPdf/GFSL%20-%20

Final%20approved%20RTP%20Policy.pdf

Your Directors draw attention of the members to Note 42 of the financial statements, which sets out related party disclosures.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company''s head office is an energy efficient building consuming about 25 percent less energy and over 40 percent less water than conventional buildings of similar size. The company also ensures optimized and efficient energy management in all its offices, located across India. With the implementation of its digital initiatives the company has also substantially reduced its paper consumption.

The company has always leveraged technological innovations to improve its operational efficiency to satisfy and retain its customer base. Keeping in line with SEBI guidelines, the company has been automating the customer on-boarding process. This has enabled the Company to reduce time-consuming activities and complexity of physical on-boarding of clients.

The details regarding foreign exchange earnings and outgo are given as Annexure IV to this Report.

HUMAN RESOURCES

As a service Company, the Company''s operations are heavily dependent on qualified and competent personnel. As on 31^st March 2024, the total strength of the Company''s permanent employees stood at 2568 excluding trainees, casual & contract staff. Your Company takes significant effort in training all employees at various levels.

PARTICULARS OF EMPLOYEES

Particulars of employees covered by the provisions of Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given as Annexure V to this Report.

In accordance with the provisions of Section 197(12) of the Act and Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and particulars of remuneration of top ten employees who have drawn remuneration not less than the limits specified in the Rules are available with the Company and in terms of provisions of Section

136(1) of the Act, this report is being sent to the members without this detail and any member desirous of obtaining information may write to the Company and the same shall be provided through electronic mode till the date of the ensuing Annual General Meeting.

EMPLOYEE STOCK OPTION SCHEME (ESOS)

As of March 31, 2024, the Company has two Employee Stock Option Schemes viz, ESOS 2016 and ESOS 2017. The Board of Directors of the Company has allotted total 51,780 equity shares of '' 1/- each under ESOS 2016 and ESOS 2017 to its employees who exercised the stock options on various dates at various exercise prices in accordance with the terms and conditions of ESOS.

During the year under review, the Company has not amended the terms of stock options granted under ESOS 2016 and ESOS 2017.

The existing Schemes ESOS 2016 and ESOS 2017 are in compliance with the Regulation 14 of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and the Companies Act, 2013.

Details with respect to Regulation 14 of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 is available on our website and can be accessed at https://www.geoiit.com/StaticPdf/ESOS%20

Disclosure AR2023-24.pdf.

DISCLOSURE RELATED TO THE AGREEMENTS BINDING THE COMPANY

As on 31^st March 2024, there are two agreements binding the Company:

a. Promotional Agreement entered into between Mr. C.J. George and Kerala State Industrial Development Corporation Limited (“KSIDCL”) dated 23^rd March, 1995 (“Promotional Agreement”). The salient features of the agreement inter alia include option to KSIDCL to sell its shares to the Promoter at higher of their market value or book value, KSIDCL and Promoter to support each other on all matters taken up at the board meetings and shareholder meetings.

b. Shareholders'' Agreement entered into among Mr. C.J. George, Mrs. Shiny George, BNP Paribas S.A., BNP Paribas India Holding Private Limited and the Company on 22^nd January, 2016 (“Shareholders'' Agreement”). The salient features

of the agreement inter alia include Promoters to have right of first offer in the event of sale by BNPP, and BNPP to have right of first offer in the event of sale by Promoters, BNPP not entitled to appoint its nominee director on the board of the Company.

The details of the agreements are also available at https://www.geoiit.com/StaticPdf/Reg%2030A Intimation PromoterAgreements.pdf.

TRANSFER OF UNPAID AND UNCLAIMED AMOUNTS TO IEPF

Pursuant to the provisions of Section 124 of the Companies Act, 2013, money transferred to the Unpaid Dividend Account of the Company and which has remained unpaid or unclaimed for a period of seven years from the date of transfer has been transferred by the Company to the Investor Education and Protection Fund (“IEPF”) established by the Central Government pursuant to Section 125 of the said Act.

DETAILS WITH RESPECT TO UNCLAIMED SUSPENSE ACCOUNT

The Company holds a Demat Unclaimed Suspense Account with Geoiit Financial Services Limited for holding the unclaimed shares of the Company.

Sl. No	Particulars	Number
1.	Aggregate No. of shareholders and the Outstanding shares in the suspense account lying at the beginning of the year.	5 Shareholders 15,000 Shares
2.	No. of shareholders who approached the Company for transfer of shares from suspense account during the year.	0
3.	No. of shareholders to whom shares were transferred from suspense account during the year.	0
4.	No. of shareholders/ shares transferred from suspense account to IEPF Authority	1 Shareholder 4,000 Shares
5.	Aggregate No. of shareholders and the Outstanding shares in the suspense account lying at the end of the year.	4 Shareholders 11,000 Shares

The voting rights on the shares held in Unclaimed Suspense Account shall remain frozen till the rightful owner of such shares claims the shares.

DEPOSITS

The Company does not accept deposits from the public as specified under Chapter V of the Companies Act 2013.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 forms part of the notes to the financial statements provided in this Annual Report.

MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments have occurred during the year 2023-24 or between the end of the financial year of the Company to the date of the report which affect the financial position of the Company.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

There is no change in the nature of business carried on by the Company. The Company has not changed the class of business in which the Company has an interest.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND THE COMPANY’S OPERATIONS IN FUTURE

There have been no significant and material orders passed by the regulators, courts and tribunals impacting the going concern status of the Company''s operations in future.

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR.

No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year along with their status as at the end of the financial year is not applicable.

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF.

The requirement to disclose the details of difference between amount of the valuation done at the time of

onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

COMPLIANCE WITH SECRETARIAL STANDARDS OF THE INSTITUTE OF COMPANY SECRETARIES OF INDIA (ICSI)

The Company has complied with the Secretarial Standards on Board Meetings (SS-1) and Secretarial Standards on General Meetings (SS-2) issued by the ICSI.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review.

a. Issue of equity shares with differential right as to dividend, voting or otherwise.

b. Issue of shares (including sweat equity shares) to employees of the company under any scheme save and except ESOS referred to in this report.

ACKNOWLEDGEMENTS

Your Directors wish to acknowledge the valuable guidance and assistance received from Securities and Exchange Board of India, Stock Exchanges, Commodity Exchanges, Depositories & other Regulatory Authorities, Kerala State Industrial Development Corporation Limited, our clients and business partners. We look forward to receiving their continued support and encouragement. The Board of Directors wishes to extend their thanks and appreciation and express their gratitude for the continuing commitment and dedication of employees at all levels. The Directors are thankful to the esteemed shareholders for their support and the confidence reposed in the Company.

---

Mar 31, 2022

Your Directors have pleasure in presenting their 28^th Annual Report of the Company for the financial year ended 31^st March, 2022.

Financial Highlights

(''in Crores)
Particulars	Standalone				Consolidated
	2021-22	2020-21		Change (%)	2021-22	2020-21		Change (%)
Total Revenue	482.54	406.08		18.83	501.12	426.81		17.41
Total Expenditure	291.44	253.80		14.83	298.82	261.64		14.21
Profit before tax	191.11	152.28		25.50	202.31	165.18		22.48
Total Tax Expenses	48.12	38.16		26.10	51.61	41.99		22.91
Share of Profit/loss in Associate	-		-	-	3.72	3.32		12.04
Profit for the year	142.98	114.12		25.29	154.42	126.51		22.06
Total Comprehensive Income	142.70	114.41		24.73	154.12	126.80		21.54
Financial Highlights of Subsidiaries
Company Name			FY 2021-22 Total income		FY 2021-22 Total Expense		FY 2021-22 Profit / Loss for the year
Indian Subsidiaries ('' in crores)
Geojit Technologies (P) Ltd.				25.83		12.53		9.81
Geojit Credits (P) Ltd				1.97		1.90		0.06
Geojit Techloan (P) Limited				0.10		0.02		0.06
Overseas Subsidiaries, joint ventures & Associates ('' in lakhs)
Barjeel Geojit Financial Services LLC				1215		864		351
Qurum Business Group Geojit Securities LLC				316		241		75
BBK Geojit Securities KSC				64		43		21

Note :

Consolidation of Barjeel, and BBK (Joint ventures) is on "equity method”. Therefore the consolidated profit / (loss) is directly adjusted to the carrying amount of investments in the books. (i.e. The total income and total expense do not directly get consolidated. Only the share of GFSL in total gain / (loss) is consolidated into P&L.)

Review of Performance

On a standalone basis, your Company has recorded a total income of '' 482.54 crores for the financial year ended 31^st March, 2022. The profit before tax is '' 191.11 crores and the net profit after tax is '' 142.98 crores. Basic earnings per share work out to '' 5.99 compared to '' 4.79 in the previous year.

On a consolidated basis your company earned a total income of '' 501.12 crores for the financial year, profit before exceptional item and tax of '' 202.31 crores and a net profit of '' 154.42 crores.

A detailed analysis of the performance is given in the Management Discussion and Analysis Report appended hereto.

Dividend

The Board at their meeting held on 29^th April 2022 has recommended a final dividend of '' 3.00 per equity share for the financial year 2021-22. The proposal is subject to the approval of the shareholders of the Company at its ensuing Annual General Meeting to be held on Friday, July 15, 2022.

Consolidated Financial Statement

The Consolidated Financial Statements of the Company are prepared in accordance with Section 129 of the Companies Act, 2013 read with relevant Accounting Standards issued by the Institute of Chartered Accountants of India and forms part of this Annual Report.

State of Company’s Affairs and Operations

Through in-depth research and accrued knowledge of capital markets, the Company helps investors to channelise their household savings into the capital market and building wealth over the long term. It offers a wide range of products and services to facilitate customers grow their financial assets. The Company''s advanced trading and investment platforms, domain expertise and wide footprint distinguishes it from its peers. It is focusing on future-proofing the business by gradually increase the ratio of our non-brokerage income. This is aimed at diversifying and de-risking the business from pure brokerage income by adding new sources of revenue through mutual funds and insurance distribution, and essentially making the non-brokerage income cover the fixed costs. To further reap the benefits of digitalisation and power stronger return on investment, it continued to make IT-related investments during the year. Currently, 86% of its new customer addition is through Aadhar-based digital onboarding, whereas 83% of the trading volume is digital, helping the customers trade from the comfort and safety of their homes.

Increase in Share Capital

During the year under review, the paid-up share capital of the Company increased from '' 23,83,74,115/-divided into 23,83,74,115 equity shares of '' 1/- each to '' 23,89,96,515/- divided into 23,89,96,515 equity shares of '' 1/- each, consequent to the issue of 6,22,400 equity shares to employees upon exercise of stock options under Employee Stock Option Scheme-2016 & Employee Stock Option Scheme-2017 of the Company.

Subsidiaries, Joint Ventures and Associate Companies

As on 31^st March, 2022, following are the subsidiaries/ associates/joint ventures of the Company:

Subsidiaries:

i. Geojit Credits Private Limited

ii. Geojit Investment Services Limited

iii. Geojit Technologies Private Limited

iv. Geojit Techloan Private Limited

v. Geojit IFSC Limited

vi. Qurum Business Group Geojit Securities LLC

Joint Ventures:

i. Barjeel Geojit Financial Services L.L.C

ii. Aloula Geojit Capital Company

Associates:

i. BBK Geojit Securities KSC

The Company had filed a Scheme of Merger by Absorption of Geojit Investment Services Limited, with Geojit Financial Services Limited, with Kochi Bench of Hon''ble National Company Law Tribunal. Hon''ble Tribunal approved the said scheme vide its order dated 16.03.2022. Geojit Investment Services Limited is a wholly owned subsidiary of Geojit Financial Services Limited.

Directors and Key Managerial Personnel

I. Inductions

The following appointments were made during the year

• Mr. M P Vijay Kumar as Non-Executive

Independent Director with effect from

November 16, 2021

• Mr. Sebastian Morris as Non-Executive

Independent Director with effect from

November 16, 2021

• Mr. Jones George as Whole-time (Executive) Director with effect from November 16, 2021

• Ms. Mini Nair as Chief Financial Officer with effect from April 05, 2021

II. Re-appointments

As per the provisions of the Companies Act, 2013, Mr. Punnoose George (DIN: 00049968), retires by rotation at the ensuing Annual General Meeting and being eligible seeks re-appointment. The Board recommends his re-appointment.

III. Retirements and Cessation

There was no cessation of Directors during the year 2021-22.

Mr. Sanjeev Kumar Rajan resigned from the post of Chief Financial Officer with effect from April 04, 2021.

Annual Evaluation of the Board, its Committee and Individual Directors

Pursuant to the provisions of Companies Act, 2013 and the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Board of Directors has carried out an annual evaluation of its own performance, its Committee and individual Directors. Assessment for evaluation of performance of Board, its committees and individual directors were prepared based on various aspects, which among other parameters, included composition of the Board and its Committees, conducting of Board Meetings, effectiveness of its governance practices etc.

Further the Independent Directors, at their meetings held during the year, reviewed the performance of the Board, the non-Independent Directors and the Chairman.

Code of Conduct for Directors & Senior Management

The Board has adopted a Code of Conduct for Directors & Senior Management in accordance with the provisions of the Companies Act, 2013 and Regulation 17(5) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Code also incorporates the duties of Independent Directors. All the Board Members and Senior Management Personnel have confirmed compliance with the Code. A declaration to that effect signed by the Managing Director forms part of the Corporate Governance Report. A copy of the Code has been put on the Company''s website.

Familiarization Programme for Independent Directors

The Independent Directors of the Company are persons of integrity, possessing rich experience and expertise in the field of corporate management, finance, capital market, economic and business information. The company has issued appointment letter to the Independent Directors setting out in detail, the terms of appointment, duties, roles & responsibilities and expectations of the Independent Director. The Board of Directors has complete access to the information within the Company. Presentations are regularly made to the Board of Directors / Audit Committee / Nomination & Remuneration Committee / Corporate Social

Responsibility Committee / Stakeholders'' Relationship Committee on various related matters, where Directors have interactive sessions with the Management.

The details on the Company''s familiarization programme for Independent Directors can be accessed at https://www.geoiit.com/investor-relations

Declaration by Independent Directors

The Company has received necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013 that he/ she meets the criteria of Independence laid down in Section 149(6) of the Companies Act, 2013 and in terms of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

Directors’ Responsibility Statement

Pursuant to requirement of Section 134(3)(c) and Section 134(5) of the Companies Act, 2013 and based on the representations received from the Management, your Directors state that:

i. i n the preparation of the annual accounts for the financial year ended March 31, 2022, the applicable accounting standards have been followed and there are no material departures from the same;

ii. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2022 and of the profit of the company for the year ended on that date;

iii. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv. the Directors have prepared the annual accounts on a going concern basis;

v. the Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

vi. the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Policy Relating to Directors’ Appointment

The Company with the approval of Nomination & Remuneration Committee has adopted a policy on Board diversity and the recommendation of candidature for Board appointment will be based on merit that complements and expands the skills, experience and expertise of the Board as a whole, taking into account gender, age, professional experience and qualifications, cultural and educational background, and any other factors that the Board might consider relevant and applicable from time to time towards achieving a diverse Board.

Management’s Discussion & Analysis

The Management''s Discussion and Analysis is given separately and forms part of this Annual Report.

Business Responsibility Report

The Ministry of Corporate Affairs, Government of India, in July 2011, came out with the ''National Voluntary Guidelines on Social, Environmental and Economic Responsibilities of Business''. These guidelines contain certain principles which are to be adopted by companies as part of its business practices and disclosures regarding the steps taken to implement these principles through a structured reporting format, viz., Business Responsibility Report. Pursuant to Regulation 34(2) (f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has prepared the Business Responsibility Report which forms part of this Annual Report.

Corporate Governance

Your Company has complied with the Corporate Governance requirements under Companies Act, 2013 and as stipulated under the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A detailed Report on Corporate Governance forms part of this Annual Report. A certificate of Statutory Auditor confirming compliance of the Corporate Governance requirements by the Company is attached to the Report on Corporate Governance.

Annual Return

Pursuant to the amendments to Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return (Form MGT-7) for the financial year ended March 31, 2022, is available on the Company''s website and can be accessed at www. geojit.com.

Auditors

At the Annual General Meeting held on July 30, 2021, M/s. B S R & Associates LLP, Chartered Accountants, were re-appointed as statutory auditors of the Company to hold office till the conclusion of the Thirty Second Annual General Meeting to be held in the year 2026.

The Auditors'' Report to the Shareholders for the year under review does not contain any qualification.

Secretarial Audit Report

In accordance with the provisions of Section 204 of the Companies Act, 2013, the Board has appointed M/s. Satheesh & Remesh - Company Secretaries in Wholetime Practice, Kochi as the Secretarial Auditor for the financial year 2021-22. The report of the Secretarial Auditor for the FY 2021-22 is annexed to this report as Annexure I.

There are no audit qualifications, in the said Secretarial Audit Report.

Number of Board Meetings

The Board of Directors met 7 (seven) times in the financial year 2021-22. The details of the Board meetings and the attendance of the Directors are provided in the Corporate Governance Report.

Composition of Audit Committee

The Audit Committee is constituted with five NonExecutive Independent Directors comprising of Mr. R Bupathy as the Chairman, Mr. Mahesh Vyas, Mr. Radhakrishnan Nair, Mr. M P Vijay Kumar and Mr. Sebastian Morris as other Committee Members.

Dividend Distribution Policy

Pursuant to the provisions of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors of the Company has adopted a Dividend Distribution Policy for determining circumstances and parameters under which Dividend pay-out could be made on periodical basis. The policy highlighted the factors to be considered by the Board of Directors at the time of recommending/ declaring of Dividend.

Dividend Distribution Policy of the Company can be accessed at https://www.geoiit.com/StaticPdf/ Dividend-Distribution-Policy.pdf.

Remuneration Policy

The company follows a policy on remuneration of Directors, Key Managerial Personnel (KMP), Senior Management Personnel (SMP) and other employees

of the Company. The policy was approved by the Nomination & Remuneration Committee of the Company.

The Non-Executive Directors of the Company shall be entitled to receive remuneration by way of sitting fees for attending meeting of the Board and Committees thereof.

The remuneration to KMP''s and SMP''s and employees shall include direct remuneration and indirect remuneration primarily and strategic remuneration which can be Performance Linked and/or Profit linked incentive.

Remuneration Policy of the Company can be accessed at https://www.geojit.com/StaticPdf/06 Remuneration%20Policy.pdf

Risk Management Policy

Risks are an integral part of business and it is imperative to manage these risks at acceptable levels in order to achieve business objectives. The risks to which the Company is exposed are both external and internal. Your company has formulated a Risk Management Policy to provide an integrated and standardized approach in managing all aspects of risk to which your Company is exposed. An Internal Risk Management Committee monitors the Enterprise Risk Management Policy with participation from officers responsible for risk management and to take appropriate steps to ensure that these risks are at acceptable levels.

Whistle Blower Policy & Vigil Mechanism

Your Company has laid down a Vigil Mechanism and formulated a Whistle Blower Policy in order to provide a framework for responsible and secure whistle blowing mechanism. The Policy aims to provide an avenue for Employees and Directors to raise their concerns about unethical behavior, actual or suspected fraud or violation of the company''s code of conduct and it also empowers the Audit Committee of the Board of Directors to investigate the concerns raised by the employees.

All Directors and Employees of the Company are eligible to make protected disclosures under the Policy addressed to the Vigilance Officer of the Company in relation to matters concerning the Company. We further affirm that, no employee of the Company was denied access to the Audit Committee.

The details on the Company''s Whistle Blower Policy and Vigil Mechanism can be accessed at https://www. geoiit.com/StaticPdf/01 Vigil%20Mechanism%20 and%20Whistle%20Blower%20Policy.pdf

Corporate Social Responsibility (CSR)

The Corporate Social Responsibility Committee has formulated and recommended to the Board a Corporate Social Responsibility Policy (CSR Policy) indicating activities to be undertaken by the Company, which has been approved by the Board. The Company established a charitable trust namely Geojit Foundation and carry most of the CSR activities of the company through the foundation.

The Company has identified Education and Health as key focus areas of engagement for CSR activities. The Company would also undertake other initiatives in compliance with the Section 135 read with Schedule VII of the Companies Act 2013. The Annual Report on CSR activities is annexed herewith and marked as Annexure II to this report. The CSR Policy of the company is available on website of the company at https://www. geoiit.com/csr-policy

Disclosure as per Sexual Harrassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company has zero tolerance for sexual harassment at work place and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provision of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. As required under the Law, an internal complaints committee has been constituted for reporting and conducting inquiry into the complaints made by the victim on the harassments at the work place.

Your Directors further state that during the year under review, there was no complaint received pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013.

Internal Control System

The Company has put in place an adequate system of internal control commensurate with its size and nature of business. These systems provide a reasonable assurance in respect of providing financial and operational information, complying with applicable statutes, safeguarding of assets of the Company and ensuring compliance with corporate policies.

The scope and authority of the Internal Audit activity are well defined in the Internal Audit Charter, approved by the Audit Committee. The Company has a dedicated Internal Audit team with skills commensurate with the size, nature & complexity of operations of the Company. The Company has engaged M/s Mahajan & Aibara,

Chartered Accountants LLP as Internal Auditor along with a dedicated internal Internal Audit team. Internal Audit department reports functionally to the Audit Committee of the Board which reviews and approves risk based annual internal audit plan. Audit Committee periodically reviews the performance of internal audit function. During the year, the Audit Committee met regularly to review reports submitted by the Internal Audit team. All significant audit observations and follow-up actions thereon were reported to the Audit Committee.

The Company''s Board & Audit Committee reviews adherence to internal control systems, internal audit reports and legal compliances. The Audit Committee reviews all quarterly and yearly financial results of the Company and recommends the same to Board for its approval.

Insider Trading Regulations

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time, the Company has adopted a Code of Conduct for Prevention of Insider Trading and Policy on Disclosure of Material Events/ Information which is applicable to all Directors and the Designated Employees of the Company. The Code lays down the guidelines, which advices on the procedures to be followed and disclosures to be made while dealing in shares of the Company and indicate the consequences of non-compliance. A copy of the Code has been put on the Company''s website.

Related Party Transactions

All contracts/arrangements/transactions entered by the Company during the financial year with the related parties were in the ordinary course of business and on an arm''s length basis. During the year the company had not entered into any contract/ arrangement/transaction with any related party which could be considered material in accordance with the policy of the company on materiality of related party transactions. Disclosure in Form AOC-2 is given as Annexure III.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company''s website.

Your Directors draw attention of the members to Note 40 to the financial statement, which sets out related party disclosures.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The Company''s head office is an energy efficient building consuming 25 percent less energy and over 40 percent less water than conventional buildings of similar size. The company also ensures optimized and efficient energy management in all its offices, located across India. With the implementation of its digital initiatives the company has also substantially reduced its paper consumption.

The company has always leveraged technological innovations to improve its operational efficiency to satisfy and retain its customer base. Keeping in line with SEBI guidelines, the company has been automating the customer on-boarding process. This has enabled the Company to reduce time-consuming activities and complexity of physical on-boarding of clients.

Today, almost 60 percent of the Company''s client''s trade online and over 40 percent buy and sell mutual funds using its online trading platforms and mobile apps. The latest updates on our online platforms and apps give investors a more powerful trading experience.

The details regarding foreign exchange earnings and outgo are given as Annexure IV to this Report.

Human Resources

As a service Company, the Company''s operations are heavily dependent on qualified and competent personnel. As on 31st March 2022, the total strength of the Company''s permanent employees stood at 2,174 excluding casual & contract staff. Your Company takes significant effort in training all employees at various levels.

Particulars of Employees

Particulars of employees covered by the provisions of Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given as Annexure V to this Report.

In accordance with the provisions of Section 197(12) of the Act and Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and particulars of remuneration of top ten employees who have drawn remuneration not less than the limits specified in the Rules are available with the Company and in terms of provisions of Section 136(1) of the Act. This report is being sent to the members without this detail and any member desirous

of obtaining information may write to the Company and the same shall be provided through electronic mode till the date of the ensuing Annual General Meeting.

Employee Stock Option Scheme (ESOS)

The Company presently has two Employee Stock Option Schemes viz, ESOS 2016 and ESOS 2017. The Nomination & Remuneration Committee at its meetings held during the year granted 1,00,000 options under ESOS 2017. The Board of Directors of the Company has allotted total 6,22,400 equity shares of '' 1/- each under ESOS 2016 and ESOS 2017 to its employees who exercised the stock options on various dates at various exercise prices in accordance with the terms and conditions of ESOS.

The aforesaid ESOS schemes are in compliance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and the details are attached as Annexure VI to this report and also available on our website and can be accessed at https://www.geoiit. com/StaticPdf/ESOSDisclosure.pdf

Transfer of Unpaid and Unclaimed Amounts to IEPF

Pursuant to the provisions of Section 124 of the Companies Act, 2013, money transferred to the Unpaid Dividend Account of the Company and which has remained unpaid or unclaimed for a period of seven years from the date of transfer has been transferred by the Company to the Investor Education and Protection Fund (“IEPF”) established by the Central Government pursuant to Section 125 of the said Act.

Particulars of Loans, Guarantees or Investments

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 forms part of the notes to the financial statements provided in this Annual Report.

General

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review.

a. Details relating to deposits covered under Chapter V of the Companies Act 2013.

b. Issue of equity shares with differential right as to dividend, voting or otherwise.

c. Issue of shares (including sweat equity shares) to employees of the company under any scheme save and except ESOS referred to in this report.

d. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operation in future.

e. Maintenance of cost records as specified by the Central Government under section 148(1) of the Companies Act, 2013.

Acknowledgements

Your Directors wish to acknowledge the valuable guidance and assistance received from Securities and Exchange Board of India, Stock Exchanges, Commodity Exchanges, Depositories & other Regulatory Authorities, BNP Paribas S A, Kerala State Industrial Development Corporation Limited, our clients and business partners. We look forward to receiving their continued support and encouragement. The Board of Directors wishes to extend their thanks and appreciation and express their gratitude for the continuing commitment and dedication of employees at all levels. The Directors are thankful to the esteemed shareholders for their support and the confidence reposed in the Company.

For and on behalf of the Board of Directors

Place : Kochi Sd/-

Date : 29.04.2022 Chairman

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Mar 31, 2018

To,

The Members,

The Directors have pleasure in presenting their 24th Annual Report of the Company for the financial year ended 31st March 2018.

FINANCIAL HIGHLIGHTS

(Rs. in crore)

Particulars		Standalone			Consolidated
	2017-18	2016-17	Change (%)	2017-18	2016-17	Change (%)
Total Revenue	334.18	266.75	25	367.95	305.76	20
Total Expenditure	232.74	192.71	21	252.74	214.31	18
Profit / (Loss) before tax	101.44	74.04	37	115.21	91.45	26
Exceptional Item	-	(10.00)	100	-	-	-
Provision for tax	33.96	25.73	32	37.60	30.19	25
Minority Interests	-	-	-	4.49	5.26	(15)
Share of Profit/(loss) in Associate	-	-	-	0.11	0.02	365
Profit after tax	67.49	38.31	76	73.24	56.02	31

FINANCIAL HIGHLIGHTS OF SUBSIDIARIES

(Rs. in crore)

Company Name	FY 2017-18 Total income	FY 2017-18 Total Expense	FY 2017-18 Profit / (Loss) after tax
Indian Subsidiaries (Rs. in crores )
Geojit Technologies	30.11	15.07	11.84
Geojit Credits	1.62	1.83	(0.27)
Geojit Investment Services	0.81	0.29	1.12
Geojit Financial Management Services Pvt Ltd	0.09	0.008	0.06
Geojit Financial Distribution Pvt Ltd	0.28	0.006	0.20

Overseas Subsidiaries, joint ventures & Associates

(Rs. in crore)

Company Name	FY 2017-18 Total income	FY 2017-18 Total Expense	FY 2017-18 Profit / (Loss) after tax
Barjeel Geojit Securities	10.18	7.33	2.85
Al-Oula Geojit Brokerage Co.	2.35	4.11	(1.76)
QBG Geojit Securities	3.32	2.59	0.73
BBK Geojit Securities	0.66	0.55	0.11

Note :

1. For Barjeel and Aloula (Joint ventures) the figures shown above are the share of GFSL, which is getting consolidated based on “Proportionate consolidation method”

2. Consolidation of BBK is on “equity method”. Therefore the consolidated profit / (loss) is directly adjusted to the carrying amount of investments in the books. (ie. The total income and total expense do not directly get consolidated. Only the share of GFSL in total gain / (loss) is consolidated into P&L.)

REVIEW OF PERFORMANCE

On a standalone basis, your Company has recorded a total income of Rs.334.18 crores for the financial year ended 31st March 2018, an increase of 25% compared to last year’s figure of Rs.266.75 crores. The profit before tax is Rs.101.44 crores and the net profit after tax is Rs.67.49 crores. Basic earnings per share work out to Rs.2.85 compared to Rs.1.63 in the previous year.

On a consolidated basis your company earned a total income of Rs.367.95 crores for the financial year, an increase of 20% over the previous year’s figure of Rs.305.76 crores, and profit before tax of Rs.115.21 crores and a net profit of Rs.73.24 crores.

A detailed analysis of the performance is given in the Management Discussion and Analysis Report appended hereto.

DIVIDEND

The Board in its meeting held on 16th May, 2018 has recommended a final dividend of Rs.2 per equity share (200%) for the financial year 2017-18. The proposal is subject to the approval of the shareholders of the Company at its ensuing Annual General Meeting to be held on 2nd August, 2018.

INCREASE IN SHARE CAPITAL

During the year under review, the paid up share capital of the Company increased from Rs.23,55,44,665/- divided into 23,55,44,665 equity shares of Rs.1/- each to Rs.23,78,69,523/divided into 23,78,69,523 equity shares of Rs.1/- each, consequent to the issue of 23,24,858 equity shares to employees upon exercise of stock options under Employee Stock Option Plan-2010 of the Company.

STATE OF COMPANY’S AFFAIRS AND OPERATIONS

Your Company’s income is largely driven by equity brokerage. But the Company’s strategic move to the active distribution of Mutual Fund SIP has also shown impressive growth. Your Company has re-entered the commodity broking business after 10 years and has obtained trading cum clearing membership of MCX India, NCDEX and NMCE for commodities derivatives broking. Sensing a potential for passive funds in India, the Company has also initiated the process of setting up an AMC. The Company will also focus on building the PMS business.

CONSOLIDATED FINANCIAL STATEMENT

The Consolidated Financial Statements of the Company are prepared in accordance with Section 129 of the Companies Act, 2013 read with relevant Accounting Standards issued by the Institute of Chartered Accountants of India and forms part of this Annual Report.

SUBSIDIARIES , JOINT VENTURES AND ASSOCIATE COMPANIES

As on 31^st March 2018, following are the subsidiaries/associate/ joint ventures of the Company:

Subsidiaries :

i. Geojit Credits Private Limited

ii. Geojit Investment Services Limited

iii. Geojit Financial Management Services Private Limited

iv. Qurum Business Group Geojit Securities LLC

v. Geojit Technologies Private Limited

vi. Geojit Financial Distribution Private Limited Joint Ventures :

i. Barjeel Geojit Securities L.L.C

ii. Aloula Geojit Capital Company Associates :

i. BBK Geojit Securities KSC Geojit Financial Services Limited

The Board of Directors of the company proposed a scheme of merger with Geojit Investment Services Limited (wholly owned subsidiary) pursuant to section 230 - 233 of Companies Act,2013 and Rules made thereunder .

The Board of Directors of two wholly owned subsidiary companies viz, Geojit Financial Management Services Private Limited and Geojit Financial Distribution Private Limited proposed a scheme of merger with Geojit Investment Service Ltd (another wholly owned subsidiary) pursuant to the provisions of Sections 391-394 of Companies Act 1956( pending notifications of the corresponding provisions of the Companies Act 2013). A Petition was filed seeking sanction of the Scheme of Amalgamation between the said companies. Meetings of the shareholders for approval of the scheme of merger were held on 10 March, 2016 after giving due notice and publication in accordance with the directions of the High Court.

The petition has been transferred to National Company Law Tribunal (NCLT) and is currently pending with NCLT.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

I. CHANGE IN DIRECTORS

Mr. Rakesh Jhunjhunwala resigned as the Director of the Company w.e.f 25th July, 2017. Mr. Radhakrishnan Nair was appointed as an Independent Director (Additional) w.e.f. 25th October, 2017.

II. CHANGE IN KEY MANAGERIAL PERSONNEL

Mr. Joe Peter, Chief Financial Officer of the company resigned from the company w.e.f 30 September, 2017 .The Board has appointed Mr. Sanjeev Kumar Rajan as the Chief Financial officer of the company w.e.f 25th October, 2017.

III. RETIREMENT BY ROTATION

In accordance with Article 80 of the Articles of Association of the Company, Mr. Punnoose George, Non-Executive Director (DIN 00049968) will retire by rotation at the ensuing Annual General Meeting of the company and being eligible, offers himself for re-appointment. The Board recommends his re-appointment.

ANNUAL EVALUATION OF THE BOARD, ITS COMMITTEE AND INDIVIDUAL DIRECTORS

Pursuant to the provisions of Companies Act, 2013 and the Listing Regulations, the Board of Directors has carried out an annual evaluation of its own performance, its Committee and individual Directors. Assessment sheets for evaluation of performance of Board, its committees and individual directors were prepared based on various aspects, which among other parameters, included composition of the Board and its Committees, conducting of Board Meetings, effectiveness of its governance practices etc.

Further the Independent Directors, at their meetings held during the year, reviewed the performance of the Board, the non Independent Directors and the Chairman.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Independent Directors of the Company are persons of integrity, possessing rich experience and expertise in the field of corporate management, finance, capital market, economic and business information. The company has issued appointment letter to the Independent Directors setting out in detail, the terms of appointment, duties, roles & responsibilities and expectations of the Independent Director. The Board of Directors has complete access to the information within the Company. Presentations are regularly made to the Board of Directors / Audit Committee / Nomination & Remuneration Committee / Corporate Social Responsibilities Committee / Stakeholders Relationship Committee on various related matters, where Directors have interactive sessions with the Management.

The details on the Company’s familiarization programme for Independent Directors can be accessed at http://www.geojit.com/pdfs/ FAMILIARIZATIONPROGRAMMEFORINDEPENDENTDIRECTORS. pdf

REMUNERATION POLICY

The company follows a policy on remuneration of Directors, Key Ma nag eri al Person nel (KMP), Seni or Man agement Personnel (SMP) and other employees of the Company. The policy was approved by the Nomination & Remuneration Committee of the Company.

The Non-Executive Directors of the Company shall be entitled to receive remuneration by way of sitting fees for attending meeting of the Board and Committees thereof.

The remuneration to KMP’s and SMP’s and employees shall include direct remuneration and indirect remuneration primarily and strategic remuneration which can be Performance Linked and/or Profit linked incentive.

Remuneration Policy of the Company is given as Annexure VIII to the Directors Report.

RISK MANAGEMENT POLICY

Risks are an integral part of business and it is imperative to manage these risks at acceptable levels in order to achieve business objectives. The risks to which the Company is exposed are both external and internal. Your company has formulated a Risk Management Policy to provide an integrated and standardized approach in managing all aspects of risk to which your Company is exposed. An Internal Risk Management Committee monitors the Enterprise risk management policy with participation from officers responsible for risk management and to take appropriate steps to ensure that these risks are at acceptable levels.

WHISTLE BLOWER POLICY & VIGIL MECHANISM

Your Company has laid down a Vigil Mechanism and formulated a Whistle Blower Policy in order to provide a framework for responsible and secure whistle blowing mechanism. The Policy aims to provide an avenue for Employees and Directors to raise their concerns about unethical behavior, actual or suspected fraud or violation of the company’s code of conduct and it also empowers the Audit Committee of the Board of Directors to investigate the concerns raised by the employees.

All Directors and Employees of the Company are eligible to make protected disclosures under the Policy addressed to the Vigilance Officer of the Company in relation to matters concerning the Company. We further affirm that, no employee of the Company was denied access to the Audit Committee.

The details on the Company’s Whistle Blower Policy and Vigil Mechanism can be accessed at http://www.geojit.com/pdfs/ VIGIL_MECHANISM%20_%20Final%20Draft_Revised.pdf

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Loans guarantees and investments covered under Section 186 of the Companies Act, 2013 forms part of the notes to the financial statements provided in this Annual Report.

INTERNAL CONTROL SYSTEM

The Company has put in place an adequate system of internal control commensurate with its size and nature of business. These systems provide a reasonable assurance in respect of providing financial and operational information, complying with applicable statutes, safeguarding of assets of the Company and ensuring compliance with corporate policies.

The scope and authority of the Internal Audit activity are well defined in the Internal Audit Charter, approved by the Audit Committee. The Company has a dedicated Internal Audit team with skills commensurate with the size, nature & complexity of operations of the Company. Internal Audit reports functionally to the Audit Committee of Board which reviews and approves risk based annual internal audit plan. Audit Committee periodically reviews the performance of internal audit function. During the year, the Audit Committee met regularly to review reports submitted by the Internal Audit department. All significant audit observations and follow-up actions there on were reported to the Audit Committee.

The Company’s Board & Audit Committee reviews adherence to internal control systems, internal audit reports and legal compliances. The Audit Committee reviews all quarterly and yearly financial results of the Company and recommends the same to Board for its approval.

TRANSFER OF UNPAID AND UNCLAIMED AMOUNTS TO IEPF

Pursuant to the provisions of Section 124 of the Companies Act, 2013, money transferred to the Unpaid Dividend Account of the Company and which has remained unpaid or unclaimed for a period of seven years from the date of transfer has been transferred by the Company to the Investor Education and Protection Fund (“IEPF”) established by the Central Government pursuant to Section 125 of the said Act.

MANAGEMENT’S DISCUSSION & ANALYSIS

The Management’s Discussion and Analysis is given separately and forms part of this Board’s Report.

INSIDER TRADING REGULATIONS

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time, the Company has adopted a Code of Conduct for Prevention of Insider Trading and Code of Corporate Disclosures which is applicable to all Directors and the Designated Employees of the Company. The Code lays down the guidelines, which advices on the procedures to be followed and disclosures to be made while dealing in shares of the Company and indicate the consequences of non-compliance. A copy of the Code has been put on the Company’s website.

CODE OF CONDUCT FOR DIRECTORS & SENIOR OFFICERS

The Board has adopted a Code of Conduct for Directors & Senior Management in accordance with the provisions of the Companies Act, 2013 and Regulation 17(5) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Code also incorporates the duties of Independent Directors. All the Board Members and Senior Management Personnel have confirmed compliance with the Code. A declaration to that effect signed by the Managing Director forms part of the Corporate Governance Report. A copy of the Code has been put on the Company’s website.

HUMAN RESOURCES

As a service Company, the Company’s operations are heavily dependent on qualified and competent personnel. As on 31st March 2018, the Company had 2460 permanent employees on its rolls. Your Company takes significant effort in training all employees at various levels.

EMPLOYEE STOCK OPTION SCHEME (ESOS)

The Company presently have three Employee Stock Option Schemes viz, ESOS 2010, ESOS 2016 and ESOS 2017. The Nomination & Remuneration Committee at its meetings held during the year, granted 12,23,568 options under ESOS 2016 and 10,73,780 options under ESOS 2017 . The Board of Directors of the Company has allotted total 23,24,858 equity shares of Re.1/- each under ESOS 2010 Scheme to its employees who exercised the stock options on various dates at various exercise prices in accordance with the terms and conditions of ESOS.

The aforesaid ESOS schemes are in compliance with SEBI (Share Based Employees Benefits) Regulations, 2014 and the details are attached as Annexure I to this report and also available on our website and can be accessed at https://www. geojit.com/pdfs/ESOSDisclosure.pdf

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Corporate Social Responsibility Committee has formulated and recommended to the Board a Corporate Social Responsibility Policy (CSR Policy) indicating activities to be undertaken by the Company, which has been approved by the Board. The Company established a charitable trust namely Geojit Foundation and carry the CSR activities of the company through the foundation.

The Company has identified Education and Health as key focus areas of engagement for CSR activities. The Company would also undertake other initiatives in compliance with the Section 135 read with Schedule VII of the Companies Act 2013. The Annual Report on CSR activities is annexed herewith and marked as Annexure IV to this report. The CSR Policy of the company is available on website of the company at https:// www.geojit.com/pdfs/CSR_Policy_17-5-2018.pdf

PARTICULARS OF EMPLOYEES

Particulars of employees covered by the provisions of Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given as Annexure III to this Report.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to requirement of Section 134(3)(c) and Section 134(5) of the Companies Act, 2013 and based on the representations received from the Management, your Directors state that :

i. in the preparation of the annual accounts for the financial year ended 31^st March, 2018, the applicable accounting standards have been followed and there are no material departures from the same;

ii. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2018 and of the profit of the company for the year ended on that date;

iii. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv. the Directors have prepared the annual accounts on a going concern basis;

v. the Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

vi. the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The company ensures optimized and efficient consumption of energy in all the 512 offices, located across India. With the implementation of its digital initiatives the company has also substantially reduced its paper consumption.

The Company has been at the forefront of using technology absorption and has always leveraged technological innovations to improve our operational efficiency and satisfy and retain our customer base. During the year interalia, the Company started providing solutions for automating customer on boarding process in line with SEBI guidelines and it has been approved by the depositories. Launching Fundsgenie an innovative app that uses advanced technology to enable investors to take informed decisions to invest in multiple mutual funds through a single gateway, enrolling with UIDAI as KYC user agency were other major digital initiatives during the year.

The details regarding foreign exchange earnings and outgo are given as Annexure II to this Report.

CORPORATE GOVERNANCE

Your Company has complied with the Corporate Governance requirements under Companies Act, 2013 and as stipulated under the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A detailed Report on Corporate Governance is given as Annexure V to this Report. A certificate of Statutory Auditor confirming compliance of the Corporate Governance requirements by the Company is attached to the Report on Corporate Governance.

SECRETARIAL AUDIT REPORT

In accordance with the provisions of Section 204 of the Companies Act, 2013, the Board has appointed M/s. Satheesh & Remesh - Company Secretaries in Whole Time Practice, Kochi as the Secretarial Auditor for the financial year 2017-18. The report of the Secretarial Auditor for the FY 2017-18 is annexed to this report as Annexure VI.

There are no audit qualifications, reservations, disclaimers or adverse remarks in the said Secretarial Audit Report.

AUDITORS

At the Annual General Meeting held on 4th August, 2016, M/s. B S R & Associates LLP, Chartered Accountants, were appointed as statutory auditors of the Company to hold office till the conclusion of the Twenty Seventh Annual General Meeting to be held in the financial year 2021.

The Auditors’ Report to the Shareholders for the year under review does not contain any qualification.

EXTRACT OF ANNUAL RETURN

The extract of the Annual return in Form MGT - 9 is given as Annexure VII to this Report.

NUMBER OF BOARD MEETINGS

The Board of Directors met 6 (six) times in the financial year 2017-18. The details of the board meetings and the attendance of the Directors are provided in the Corporate Governance Report.

COMPOSITION OF AUDIT COMMITTEE

The Audit Committee is constituted with three Non- Executive Independent Directors comprising of Mr. R Bupathy, as the Chairman, Mr. A.P. Kurian and Mr. Mahesh Vyas as other Committee Members.

RELATED PARTY TRANSACTIONS

All contracts/arrangements/transactions entered by the Company during the financial year with the related parties were in the ordinary course of business and on an arm’s length basis. During the year the company had not entered into any contract/ arrangement /transaction with any related party which could be considered material in accordance with the policy of the company on materiality of related party transactions. Thus disclosure in Form AOC-2 is not required.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company’s website.

Your Directors draw attention of the members to Note 39 to the financial statement, which sets out related party disclosures.

POLICY RELATING TO DIRECTORS APPOINTMENT

The Company with the approval of Nomination & Remuneration Committee has adopted a policy on Board diversity and the recommendation of candidature for Board appointment will be based on merit that complements and expands the skills, experience and expertise of the Board as a whole, taking into account gender, age, professional experience and qualifications, cultural and educational background, and any other factors that the Board might consider relevant and applicable from time to time towards achieving a diverse Board.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013 that he meets the criteria of Independence laid down in Section 149(6) of the Companies Act, 2013 and in terms of SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015.

DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE( PREVENTION, PROHIBITION AND REDRESSAL ) ACT, 2013.

The Company has zero tolerance for sexual harassment at work place and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provision of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. As required under the Law, an internal complaints committee has been constituted for reporting and conducting inquiry into the complaints made by the victim on the harassments at the work place.

Your Directors further state that during the year under review, one complaint was received pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013 and the same was investigated in accordance with the procedures prescribed and adequate steps were taken to resolve them.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review.

a. Details relating to deposits covered under Chapter V of the Companies Act 2013.

b. Issue of equity shares with differential right as to dividend, voting or otherwise

c. Issue of shares (including sweat equity shares) to employees of the company under any scheme save and except ESOS referred to in this report.

d. No significant or material orders were passed by the regulators or Courts or tribunals which impact the going concern status and Company’s operation in future.

ACKNOWLEDGEMENTS

Your Directors wish to acknowledge the valuable guidance and assistance received from Securities and Exchange Board of India, Stock Exchanges, Depositories & other Regulatory Authorities, BNP Paribas, KSIDC, our clients and business partners. We look forward to receiving their continued support and encouragement. The Board of Directors wishes to extend their thanks and appreciation and express their gratitude for the continuing commitment and dedication of employees at all levels. The Directors are thankful to the esteemed shareholders for their support and the confidence reposed in the Company.

For and on behalf of the Board of Directors

Place : Kochi A P Kurian

Date : 16.05.2017 Chairman

---

Mar 31, 2017

The Directors have pleasure in presenting their 23rd Annual Report of the Company for the financial year ended 31st March 2017.

FINANCIAL HIGHLIGHTS (Rs. in Crores)

particulars	standalone			consolidated
	2016-17	2015-16	change (%)	2016-17	2015-16	change (%)
Total Revenue	266.75	236.37	13	305.76	271.96	12
Total Expenditure	192.71	181.84	6	214.31	209.80	2
Profit / (Loss) before tax	74.04	54.53	36	91.45	62.16	47
Exceptional Item	(10.00)	-	(100)	-	-	-
Provision for tax	(25.73)	(18.93)	36	(30.19)	(17.92)	69
Minority Interests	-	-	-	(5.26)	(6.51)	(19)
Share of Profit/(loss) in Associate	-	-	-	0.02	(0.12)	120
Profit after tax	38.31	35.60	8	56.02	37.61	49

Review of performance

On a standalone basis, your Company has recorded a total income of Rs.266.75 crores for the financial year ended 31st March 2017, an increase of 13% compared to last year''s figure of Rs.236.37 crores. The profit before tax is Rs.74.04 crores and the net profit after tax is Rs.38.31 crores. Basic earnings per share work out to Rs.1.63 compared to Rs.1.53 in the previous year.

On a consolidated basis your company earned a total income of Rs.305.76 crores for the financial year, an increase of 12% over the previous year''s figure of Rs.271.96 crores, and profit before tax of Rs.91.45 crores and a net profit of Rs.56.02 crores.

A detailed analysis of the performance is given in the Management Discussion and Analysis Report appended hereto.

dividend

The Board in its meeting held on 26th May, 2017 has recommended a final dividend of Rs.1.25 per equity share of Re. 1/- each (125%) for the financial year 2016-17. The proposal is subject to the approval of the shareholders of the Company at its ensuing Annual General Meeting to be held on 25th July, 2017.

Increase in share capital

During the year under review, the paid up share capital of the Company increased from Rs.23,48,98,476/- divided into 23,48,98,476 equity shares of Rs.1/- each to Rs.23,55,44,665/- divided into 23,55,44,665 equity shares of Re. 1/- each, consequent to the issue of 6,46,189 equity shares to employees upon exercise of stock options under Employee Stock option plan- 2010 of the Company.

Consolidated financial statement

The Consolidated Financial Statements of the Company are prepared in accordance with Section 129 of the Companies Act,2013 read with relevant Accounting Standards issued by the Institute of Chartered Accountants of India and forms part of this Annual Report.

Subsidiaries, joint ventures and associate companies

As on 31st March 2017, following are the subsidiaries/associate/joint ventures of the Company:

Subsidiaries :

i. Geojit Credits private Limited

ii. Geojit Investment Services Limited

iii. Geojit Financial Management Services private Limited

iv. Qurum Business Group Geojit Securities LLC

v. Geojit technologies private Limited

vi. Geojit Financial Distribution private Limited Joint Ventures :

i. Barjeel Geojit Securities LLC

ii. Aloula Geojit Capital Company

Associates :

i. BBK Geojit Securities Co. KSCC

The Board of Directors of the two wholly owned subsidiary companies viz. Geojit Financial Management Services private Limited and Geojit Financial Distribution private Limited proposed a scheme of merger with Geojit Investment Services Limited (another wholly owned subsidiary) pursuant to the provisions of Sections 391 to 394 and other applicable provisions, , of the Companies Act, 1956 (pending notification of the corresponding provisions of the Companies Act, 2013).

Meetings of the shareholders for approval of the scheme of merger were held in March, 2016 after giving due notice and publication in accordance with the directions of the High Court. the shareholders of the aforementioned companies approved the Scheme of Arrangement. A petition has been filed seeking sanction of the Scheme of Amalgamation between the said companies. on notification of relevant sections under Companies Act, 2013, the above mentioned petition has now been transferred to National Company Law tribunal (NCLr)

change of name of the company

In accordance with the provisions of restated shareholders agreement entered between Company, BNp paribas S A, its affiliate and the initial promoters of the Company, the Company has changed its name from Geojit BNp paribas Financial Services Limited to Geojit Financial Services Ltd vide approval received from the Ministry of Corporate Affairs, Government of India, dated 9th February, 2017.

Directors and key managerial personnel

I. CESSATION

Jean Christophe Gougeon, Franciska Decuypere and Jean philippe Huguet who were representing BNp paribas ceased to be Directors of the Company from 4th August, 2016, 25th November, 2016 and 23rd November, 2016 respectively. the withdrawal of BNp paribas nominee from the Board of the Company is in accordance with the provisions of restated shareholders agreement entered between Company, BNp Paribas S A, its affiliate and the initial promoters of the Company.

II. RETIREMENT BY ROTATION

In accordance with Article 80 of the Articles of Association of the Company, Mr. punnoose George, Non-Executive Director (DIN 00049968) will retire by rotation at the ensuing Annual General Meeting of the company and being eligible, offers himself for reappointment. the Board recommends his re-appointment.

Adoption of new articles of association of the company

the Company has adopted a new Articles of Association in view of the changes as per Companies Act, 2013 and the re-stated Shareholders'' Agreement between the Company, BNp paribas S A, its affiliate and the initial promoters of the Company.

Annual evaluation of the board, its committee and individual directors

pursuant to the provisions of Companies Act,2013 and the Listing Regulations, the Board of Directors has carried out an annual evaluation of its own performance, its Committee and individual Directors. Assessment sheets for evaluation of performance of Board, its committees and individual directors were prepared based on various aspects, which among other parameters, included composition of the Board and its Committees, conducting of Board Meetings, effectiveness of its governance practices etc.

Further the Independent Directors, at their meetings held during the year, reviewed the performance of the Board, the non Independent Directors and the Chairman.

Familiarization programme for independent directors

The Independent Directors of the Company are persons of integrity, possessing rich experience and expertise in the field of corporate management, finance, capital market, economic and business information. The company has issued appointment letter to the Independent Directors setting out in detail, the terms of appointment, duties, roles & responsibilities and expectations of the Independent Director. the Board of Directors has complete access to the information within the Company. presentations are regularly made to the Board of Directors / Audit Committee / nomination & Remuneration Committee / Corporate Social Responsibilities Committee / Stakeholders Relationship Committee on various related matters, where Directors have interactive sessions with the Management.

The details on the Company''s familiarisation programme for Independent Directors can be accessed at http://www.geojit.com/ pdfs/familiarizationprogrammeforindependentdirectors.pdf

Remuneration policy

The company follows a policy on remuneration of Directors, Key Managerial personnel (KMp), Senior Management personnel (SMp) and other employees of the Company. the policy was approved by the nomination & Remuneration Committee of the Company.

The non-executive Directors of the Company shall be entitled to receive remuneration by way of sitting fees for attending meeting of the Board and Committees thereof.

The remuneration to KMp''s and SMp''s and employees shall include direct remuneration and indirect remuneration primarily and strategic remuneration which can be performance Linked and/or profit linked incentive.

Remuneration policy of the Company is given as Annexure VIII to the Directors Report.

Risk management policy

Risks are an integral part of business and it is imperative to manage these risks at acceptable levels in order to achieve business objectives. the risks to which the Company is exposed are both external and internal. Your company has formulated a Risk Management policy to provide an integrated and standardized approach in managing all aspects of risk to which your Company is exposed. An Internal Risk Management Committee monitors the enterprise risk management policy with participation from officers responsible for risk management and to take appropriate steps to ensure that these risks are at acceptable levels.

Whistle blower policy & vigil mechanism

Your Company has laid down a Vigil Mechanism and formulated a Whistle Blower policy in order to provide a framework for responsible and secure whistle blowing mechanism. the policy aims to provide an avenue for employees and Directors to raise their concerns about unethical behavior, actual or suspected fraud or violation of the company''s code of conduct and it also empowers the Audit Committee of the Board of Directors to investigate the concerns raised by the employees.

All Directors and employees of the Company are eligible to make protected disclosures under the policy addressed to the Vigilance officer of the Company in relation to matters concerning the Company. We further affirm that, no employee of the Company was denied access to the Audit Committee.

The details on the Company''s Whistle Blower policy and Vigil Mechanism can be accessed at http://www.geojit.com/pdfs/vigil_ mechanism%20_%20Final%20Draft_Revised.pdf

Particulars of loans, guarantees or investments

Loans guarantees and investments covered under Section 186 of the Companies Act, 2013 forms part of the notes to the financial statements provided in this Annual Report.

Internal control system

The Company has put in place an adequate system of internal control commensurate with its size and nature of business. These systems provide a reasonable assurance in respect of providing financial and operational information, complying with applicable statutes, safeguarding of assets of the Company and ensuring compliance with corporate policies.

The scope and authority of the Internal Audit activity are well defined in the Internal Audit Charter, approved by the Audit Committee. The Company has a dedicated Internal Audit team with skills commensurate with the size, nature & complexity of operations of the Company. Internal Audit reports functionally to the Audit Committee of Board which reviews and approves risk based annual internal audit plan. Audit Committee periodically reviews the performance of internal audit function. During the year, the Audit Committee met regularly to review reports submitted by the Internal Audit department. All significant audit observations and follow-up actions there on were reported to the Audit Committee.

The Company''s Board & Audit Committee reviews adherence to internal control systems, internal audit reports and legal compliances. The Audit Committee reviews all quarterly and yearly financial results of the Company and recommends the same to Board for its approval.

Transfer of unpaid and unclaimed amounts to IEpF

Pursuant to the provisions of Section 124 of the Companies Act, 2013, money transferred to the Unpaid Dividend Account of the Company and which has remained unpaid or unclaimed for a period of seven years from the date of transfer has been transferred by the Company to the Investor Education and Protection Fund ("IEPF") established by the Central Government pursuant to Section 125 of the said Act.

Management''s discussion & analysis

The Management''s Discussion and Analysis is given separately and forms part of this Annual Report.

Insider trading regulations

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time, the Company has adopted a Code of Conduct for Prevention of Insider Trading and Code of Corporate Disclosures which is applicable to all Directors and the Designated Employees of the Company. The Code lays down the guidelines, which advises on the procedures to be followed and disclosures to be made while dealing in shares of the Company and indicate the consequences of non-compliance. A copy of the Code has been put on the Company''s website.

Code of conduct for directors & senior officers

The Board has adopted a Code of Conduct for Directors & Senior Management in accordance with the provisions of the Companies Act, 2013 and Regulation 17(5) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Code also incorporates the duties of Independent Directors. All the Board Members and Senior Management Personnel have confirmed compliance with the Code. A declaration to that effect signed by the Managing Director forms part of the Corporate Governance Report. A copy of the Code has been put on the Company''s website.

Human resources

As a service Company, the Company''s operations are heavily dependent on qualified and competent personnel. As on 31st March 2017, the Company had 2195 employees. Your Company takes significant effort in training all employees at various levels.

Employee stock option scheme (Esos)

The Company presently have two Employee Stock Option Schemes viz, ESOS 2010 and ESOS 2016. The Nomination & Remuneration Committee at its meeting held on August 04, 2016 granted 8,079,340 options under ESOS 2016. The Board of Directors of the Company has allotted total 51,27,124 equity shares of Re. 1/- each under ESOS 2010 Scheme to its employees who exercised the stock options on various dates at various exercise prices in accordance with the terms and conditions of ESOS.

The aforesaid ESOP schemes are in compliance with SEBI (Share Based Employees Benefits Scheme) Regulations, 2014 and the details are attached as Annexure I to this report and also available on our website and can be accessed at http://www.geojit.com/pdfs/esosdisclosure. pdf

Corporate social responsibility (CSR)

The Corporate Social Responsibility Committee has formulated and recommended to the Board a Corporate Social Responsibility Policy (CSR Policy) indicating activities to be undertaken by the Company, which has been approved by the Board. The Company established a charitable trust namely Geojit Foundation and carries the CSR activities of the company through the foundation.

The Company has identified Education and Health as key focus areas of engagement for CSR activities. The Company would also undertake other initiatives in compliance with Section 135 read with Schedule VII of the Companies Act 2013. The Annual Report on CSR activities is annexed herewith and marked as Annexure IV to this report.

Particulars of employees

Particulars of employees covered by the provisions of Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial personnel) Rules, 2014 is given as Annexure III to this Report.

Directors'' responsibility statement

Pursuant to requirement of Section 134(3)(c) and Section 134(5) of the Companies Act, 2013 and based on the representations received from the Management, your Directors state that :

i. in the preparation of the annual accounts for the financial year ended 31st March, 2017, the applicable accounting standards have been followed and there are no material departures from the same;

ii. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2017 and of the profit of the company for the year ended on that date;

iii. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv. the Directors have prepared the annual accounts on a going concern basis;

v. the Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

vi. the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

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

The Company has nothing to report in respect of information on conservation of energy and technology absorption as required under Section 134 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 since the Company is not engaged in manufacturing or processing business. the details regarding foreign exchange earnings and outgo are given as Annexure II to this Report.

Corporate governance

Your Company has complied with the Corporate Governance requirements under Companies Act,2013 and as stipulated under the provisions of the SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015. A detailed Report on Corporate Governance is given as Annexure V to this Report. A certificate of Statutory Auditor confirming compliance of the Corporate Governance requirements by the Company is attached to the Report on Corporate Governance.

Secretarial audit report

In accordance with the provisions of Section 204 of the Companies Act, 2013, the Board has appointed M/s. Satheesh & Remesh - Company Secretaries in Whole time practice, Kochi as the Secretarial Auditor for the financial year 2016-17. the report of the Secretarial Auditor is annexed to this report as Annexure VI.

Auditors

At the Annual General Meeting held on 4th August, 2016, M/s. B S R & Associates LLp, Chartered Accountants, were appointed as statutory auditors of the Company to hold office till the conclusion of the twenty Seventh Annual General Meeting to be held in the financial year 2021. In terms of Section 139 of the Companies Act, 2013, the appointment of auditors shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of M/s. B S R & Associates LLp Chartered Accountants as statutory auditors of the Company is placed for ratification by the shareholders.

The Auditors'' Report to the Shareholders for the year under review does not contain any qualification.

Extract of annual return

The extract of the Annual return in Form MGT - 9 is given as Annexure VII to this Report.

Number of board meetings

The Board of Directors met 8 (eight) times in the financial year 2016-17. the details of the board meetings and the attendance of the Directors are provided in the Corporate Governance Report.

Composition of audit committee

The Board has re-constituted the Audit Committee, on 8th December, 2016 with three Non- executive Independent Directors comprising of Mr. R Bupathy, as the Chairman, Mr. A.p. Kurian and Mr. Mahesh Vyas as other Committee Members.

Related party transactions

All contracts/arrangements/transactions entered by the Company during the financial year with the related parties were in the ordinary course of business and on an arm''s length basis. During the year the company had not entered into any contract/ arrangement / transaction with any related party which could be considered material in accordance with the policy of the company on materiality of related party transactions. thus, disclosure in Form AoC-2 is not required.

The policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company''s website.

Your Directors draw attention of the members to note 39 to the financial statement, which sets out related party disclosures.

Policy relating to directors appointment

The Company with the approval of nomination & Remuneration Committee has adopted a policy on Board diversity and the recommendation of candidature for Board appointment will be based on merit that complements and expands the skills, experience and expertise of the Board as a whole, taking into account gender, age, professional experience and qualifications, cultural and educational background, and any other factors that the Board might consider relevant and applicable from time to time towards achieving a diverse Board.

Declaration by independent directors

The Company has received necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013 that he meets the criteria of Independence laid down in Section 149(6) of the Companies Act, 2013.

Disclosure as per sexual harassment of women at workplace( prevention, prohibition and redressal ) Act, 2013.

The Company has zero tolerance for sexual harassment at work place and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provision of Sexual Harassment of Women at Workplace (prevention, prohibition and Redressal) Act, 2013 and the rules framed there under. As required under the Law, an internal complaints committee has been constituted for reporting and conducting inquiry into the complaints made by the victim on the harassments at the work place.

Your Directors further state that during the year under review, one complaint was received pursuant to the Sexual Harassment of Women at Workplace (prevention, prohibition and Redressal) Act 2013 and the same was investigated in accordance with the procedures prescribed and adequate steps were taken to resolve them.

General

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review.

a. Details relating to deposits covered under Chapter V of the Companies Act 2013.

b. Issue of equity shares with differential right as to dividend, voting or otherwise

c. Issue of shares (including sweat equity shares) to employees of the company under any scheme save and except ESoS referred to in this report.

d. No significant or material orders were passed by the regulators or Courts or tribunals which impact the going concern status and Company''s operation in future.

Acknowledgements

Your Directors wish to acknowledge the valuable guidance and assistance received from Securities and exchange Board of India, Stock exchanges & other Regulatory Authorities, BNp paribas, KSIDC, our clients and business partners. We look forward to receiving their continued support and encouragement. the Board of Directors wishes to extend their thanks and appreciation and express their gratitude for the continuing commitment and dedication of employees at all levels. the Directors are thankful to the esteemed shareholders for their support and the confidence reposed in the Company.

For and on behalf of the Board of Directors

place : Kochi A P Kurian

Date :26.05.2017 Chairman

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Mar 31, 2015

The Members,

The Directors have pleasure in presenting their 21st Annual Report of the Company for the financial year ended 31st March 2015.

1. FINANCIAL HIGHLIGHTS (Rs. in crore)

Standalone Particulars 2014-15 2013-14 Change

Total Revenue 289.27 195.94 48%

Total Expenditure 188.22 145.79 29%

Profit / (Loss) before tax 101.05 50.15 101%

Exceptional - Gain / (Loss) - (111.93) -

Provision for tax 33.50 15.69 114%

Less: Minority Interests - - -

Less: Share of Loss in Associate - - -

Profit / (Loss) after tax 67.55 (77.47) -

Final Dividend 40.49 2.28 -



Consolidated Particulars 2014-15 2013-14 Change

Total Revenue 326.38 232.54 40%

Total Expenditure 206.83 166.49 24%

Profit / (Loss) 119.55 66.05 81% before tax

Exceptional - Gain / - (121.32) - (Loss)

Provision for tax 37.43 21.98 70%

Less: Minority Interests 4.49 (4.41) -

Less: Share of Loss in 0.27 0.40 30% Associate

Profit / (Loss) after tax 77.36 (73.24) -

Final Dividend 40.49 2.28 -

2. REVIEW OF PERFORMANCE

On a standalone basis, your Company has recorded a total income of Rs. 289.27 crore for the financial year ended 31st March 2015, an increase of 48 % compared to last year''s figure of Rs. 195.94 crore. The operating profit is Rs. 101.05 crores and the net profit after tax is Rs. 67.55 crores. Basic earnings per share work out to Rs. 2.94 compared to Rs.(3.39) in the previous year.

On a consolidated basis, your company earned a total income of Rs. 326.38 crore for the financial year, an increase of 40% over the previous year''s figure of Rs. 232.54 crore, an operating profit of Rs. 119.55 crore and a net profit of Rs. 77.36 crore.

A detailed analysis of the performance is given in the Management Discussion and Analysis Report appended hereto.

3. DIVIDEND

Your Directors recommend a dividend of 175% (Rs.1.75 per equity share of face value of Rs. 1/-) for the financial year ended 31st March 2015 subject to the approval of the shareholders at the ensuing Annual General Meeting. The payment of dividend together with tax thereon will absorb Rs. 48.74 crore.

4. INCREASE IN SHARE CAPITAL

During the year under review, the paid up share capital of the Company increased from Rs.22,83,60,104/- divided into 22,83,60,104 equity shares of Rs.1/- each to Rs.23,13,83,195 divided into 23,13,83,195 equity shares of Rs.1/- each, consequent to the issue of 30,23,091 equity shares to employees upon exercise of stock options under Employee Stock Option Plans of the Company.

5. CONSOLIDATED FINANCIAL STATEMENT

The Consolidated Financial Statements of the Company are prepared in accordance with Section 129 of the Companies Act read with relevant Accounting Standards issued by the Institute of Chartered Accountants of India and forms a part of this Annual Report.

6. SUBSIDIARIES , JOINT VENTURES AND ASSOCIATE COMPANIES

As on 31st March 2015, following are the subsidiaries/associate/joint ventures of the Company:

Subsidiaries :

i. Geojit Credits Private Limited

ii. Geojit Investment Services Limited

iii. Geojit Financial Management Services Private Limited

iv. Qurum Business Group Geojit Securities LLC

v. Geojit Technologies Private Limited

vi. Geojit Financial Distribution Private Limited Joint Ventures :

i. Barjeel Geojit Securities L.L.C

ii. Aloula Geojit Capital Company Associates :

i. BBK Geojit Financials Brokerage Company K.S.C

Considering the insignificant activity and for operational convenience, the Board of Directors of the two wholly owned subsidiary companies viz. Geojit Financial Management Services Private Limited and Geojit Financial Distribution Pvt. Limited at their Board Meetings held on 12th January 2015 proposed a scheme of merger with Geojit Investment Services Limited (another wholly owned subsidiary) pursuant to the provisions of Sections 391 to 394 and other applicable provisions, if any, of the Companies Act, 1956 (pending notification of the corresponding provisions of the Companies Act, 2013). Geojit Financial Management Services Private Limited and Geojit Financial Distribution Pvt. Limited have started the process for merger and the scheme of merger is subject to the approval of the members of the subsidiary companies and approval by the High Court of Kerala

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements including the consolidated financial statements and related information of the Company and audited accounts of each subsidiaries are available on our website www.geojitbnpparibas.com. These documents will also be available for inspection during business hours at the Registered Office of the Company. In accordance with Section 129(3) of the Companies Act, 2013, the salient features of the financial statement of the subsidiaries is set out in the prescribed form AOC-1, which forms part of this Annual Report.

7. DIRECTORS AND KEY MANAGERIAL PERSONNEL

I. CESSATION

Kerala State Industrial Development Corporation Limited (KSIDC) appointed Dr. M Beena, IAS as its Nominee Director on the Board of the Company replacing Ms. Aruna Sundararajan w.e.f 12th December, 2014. The Board of Directors place on record its sincere appreciation and gratitude for the valuable contribution and guidance received from Ms. Aruna Sundararajan during her tenure as a member of the Board.

II. RETIREMENT BY ROTATION

In accordance with Article 80 of the Articles of Association of the Company, Mr. Punnoose George, Non-Executive Director (DIN 00049968) will retire by rotation at the ensuing Annual General Meeting of the company and being eligible, offers himself for re-appointment. The Board recommends his re- appointment.

III. APPOINTMENT

The term of appointment of Mr. C.J.George (DIN 00003132) as Managing Director of the Company expired on 23.11.2014.The Board of Directors of the Company has re-appointed Mr. C.J.George as Managing Director for a further period of 5 years w.e.f.24.11.2014 on terms and conditions, details of which are provided in the Notice of Annual General Meeting.

Brief details of Directors proposed to be appointed and re-appointed are given in the Notice of Annual General Meeting.

IV. INDEPENDENT DIRECTORS

With coming into the force of the Companies Act, 2013, the Board appointed all the existing Independent Directors viz. Mr. A.P. Kurian, Mr. R. Bupathy and Mr. Mahesh Vyas as Independent Directors under Section 149 of the Companies Act, 2013 for a term upto 5 years. The shareholders at their Annual General Meeting held on 15th July 2014 approved their appointment.

V. CHIEF FINANCIAL OFFICER

Mr. Binoy V Samuel retired as the Chief Financial Officer of the Company on 31st March, 2015 and Mr. Joe Peter was appointed as the Chief Financial Officer w.e.f 1st April,2015. The Board of Directors place on record its deep appreciation for the valuable contribution received from Mr. Binoy V Samuel in his role as CFO since 2000.

8. EVALUATION OF THE BOARD''S PERFORMANCE

In compliance with the Companies Act, 2013, and Clause 49 of the Listing Agreement, the performance evaluation of the Board, its Committees and individual Directors was carried out during the year under review. Questionnaire approach was adopted for said evaluations.

The Nomination and Remuneration Committee (NRC) at its meeting carried out a separate exercise for evaluating every Directors performance. The evaluation of Independent Directors was carried out without the presence of that Director. A separate meeting of the Independent Directors was convened which reviewed the performance of the Board ( as a whole), the non independent directors and the Chairman.

Some of the key criteria''s for performance evaluation were as follows:

Performance evaluation of Board and Committees.

1. Degree of fulfillment of key responsibilities

2. Board structure and composition

3. Effectiveness of Board processes, information and functioning

4. Board Culture and Dynamics

5. Quality of relationship between the Board and the

Management

6. Establishment and delineation of responsibilities to committees

Performance evaluation of Directors

1. provide meaningful and constructive contribution and inputs in meetings

2. display a good degree of understanding of the company, industry, sector, geography

3. display independence of judgment

9. FAMILIARIZATION PROGRAMME FOR INDEPENDENT

DIRECTORS

The Independent Directors of the Company are persons of integrity, possessing rich experience and expertise in the field of corporate management, finance, capital market, economic and business information. The company has issued appointment letter to the Independent Directors setting out in detail, the terms of appointment, duties, roles & responsibilities and expectations from the appointed Director. The Board of Directors has complete access to the information within the Company. Presentations are regularly made to the Board of Directors / Audit Committee / Nomination & Remuneration Committee / Corporate Social Responsibilities Committee / Stakeholders Relationship Committee on various related matters, where Directors have interactive sessions with the Management.

10. REMUNERATION POLICY

The company follows a policy on remuneration of Directors, Key Managerial Personnel ( KMP), Senior Management Personnel (SMP) and other employees of the Company. The policy is approved by the Nomination & Remuneration Committee of the Company.

The Non-Executive Directors of the Company shall be entitled to receive remuneration by way of sitting fees for attending meeting of the Board and Committees thereof. The Managing Director of the Company shall be paid remuneration as approved by the Shareholders on the recommendation of the Board and Nomination & Remuneration Committee.

The remuneration to KMP''s and SMP''s and employees shall include direct remuneration and indirect remuneration

primarily and strategic remuneration which can be Performance Linked and/or Profit linked incentive .

Remuneration Policy of the Company is given as Annexure VIII to the Directors Report.

11. RISK MANGEMENT POLICY

Risks are an integral part of business and it is imperative to manage these risks at acceptable levels in order to achieve business objectives. The risks to which the Company is exposed are both external and internal. Your company has formulated a Risk Management Policy to provide an integrated and standardized approach in managing all aspects of risk to which your Company is exposed. An Internal Risk Management Committee monitors the Enterprise risk management policy with participation from officers responsible for risk management and to take appropriate steps to ensure that these risks are at acceptable levels.

Your Company has constituted a Risk Management Committee with majority of committee members consisting of Board of Directors and with two Senior Executives of the Company.

12. WHISTLE BLOWER POLICY & VIGIL MECHANISM

Your Company has laid down a Vigil Mechanism and formulated a Whistle Blower Policy in order to provide a framework for responsible and secure whistle blowing mechanism. The Policy aims to provide an avenue for Employees and Directors to raise their concerns about unethical behavior, actual or suspected fraud or violation of the company''s code of conduct and it also empowers the Audit Committee of the Board of Directors to investigate the concerns raised by the employees. The Policy is also posted on the website of the Company.

All Directors and Employees of the Company are eligible to make protected disclosures under the Policy addressed to the Vigilance Officer of the Company in relation to matters concerning the Company. During the year under review, no employee of the Company was denied access to the Audit Committee.

13. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Loans guarantees and investments covered under Section 186 of the Companies Act, 2013 forms part of the notes to the financial statements provided in this Annual Report.

14. INTERNAL CONTROL SYSTEM

The Company has put in place an adequate system of internal control commensurate with its size and nature of business. These systems provide a reasonable assurance in respect of providing financial and operational information, complying with applicable statutes, safeguarding of assets of the Company and ensuring compliance with corporate policies.

The scope and authority of the Internal Audit activity are well defined in the Internal Audit Charter, approved by the Audit Committee. The Company has a dedicated Internal Audit team with skills commensurate with the size, nature & complexity of operations of the Company. Internal Audit reports functionally to the Audit Committee of Board which reviews and approves risk based annual internal audit plan. Audit Committee periodically reviews the performance of internal audit function. During the year, the Audit Committee met regularly to review reports submitted by the Internal Audit department. All significant audit observations and follow-up actions there on were reported to the Audit Committee.

The Company has a rigorous business planning system to set targets and parameters for operations which are reviewed with actual performance to ensure timely initiation of corrective action, if required.

The Company''s audit committee reviews adherence to internal control systems, internal audit reports and legal compliances. This committee reviews all quarterly and yearly results of the Company and recommends the same to Board for its approval.

15. TRANSFER OF UNPAID AND UNCLAIMED AMOUNTS TO IEPF

Pursuant to the provisions of Section 124 of the Companies Act, 2013, money transferred to the Unpaid Dividend Account of the Company and which has remained unpaid or unclaimed for a period of seven years from the date of transfer has been transferred by the Company to the Investor Education and Protection Fund ("IEPF") established by the Central Government pursuant to Section 125 of the said Act.

16. MANAGEMENT''S DISCUSSION & ANALYSIS

The Management''s Discussion and Analysis is given separately and forms part of this Annual Report.

17. INSIDER TRADING REGULATIONS

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 1992, as amended from time to time, the Company has adopted a Code of Conduct for Prevention of Insider Trading and Code of Corporate Disclosures which is applicable to all Directors and the Designated Employees of the Company. The Code lays down the guidelines, which advices on the procedures to be followed and disclosures to be made while dealing in shares of the Company and indicate the consequences of non-compliance. A copy of the Code has been put on the Company''s website.

18. CODE OF CONDUCT FOR DIRECTORS & SENIOR OFFICERS

The Board at its Meeting held on 18th October 2014 revised and adopted a Code of Conduct for Directors & Senior Management in accordance with the provisions of the Companies Act, 2013 and the Listing Agreement. The Code also incorporates the duties of Independent Directors. All the Board Members and Senior Management Personnel have confirmed compliance with the Code. A

declaration to that effect signed by the Managing Director forms part of the Corporate Governance Report. A copy of the Code has been put on the Company''s website.

19. HUMAN RESOURCES

As a service Company, the Company''s operations are heavily dependent on qualified and competent personnel. As on 31st March 2015, the Company had 2161 employees. Your Company takes significant effort in training all employees at various levels.

20. EMPLOYEE STOCK OPTION PLAN (ESOP)

During the year some employees of the Company have exercised part of their stock options granted under the Employees Stock Option Plan 2010 (ESOP 2010) and Employees Stock Option Plan 2007 for Key Employees (ESOP 2007 Key Employees). The Nomination and Remuneration Committee of the Board of Directors of the Company has allotted total 25,25, 591 equity shares of Rs.1/- under ESOP 2010 Scheme and 4,97,500 equity shares of Rs.1/- under ESOP 2007 Scheme to its employees who exercised the stock options on various dates at various exercise prices in accordance with the terms and conditions of ESOP.

Details of the equity shares issued under ESOP, as also the disclosures in compliance with clause 12 of the SEBI (Employees Stock Options Scheme and Employees Stock Purchase Scheme) Guidelines, 1999 are set out in Annexure I to this Report.

21. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Corporate Social Responsibility Committee has formulated and recommended to the Board a Corporate Social Responsibility Policy (CSR Policy) indicating activities to be undertaken by the Company, which has been approved by the Board.

The Company has identified Education and Health as key focus areas of engagement for CSR activities. The Company would also undertake other initiatives in compliance with the Schedule VIII of the Companies Act 2013. The Annual Report on CSR activities is annexed herewith and marked as Annexure IV to this report.

22. PARTICULARS OF EMPLOYEES

Particulars of employees covered by the provisions of Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014 is given as Annexure III to this Report.

23. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to requirement of Section 134(3)(c) and Section 134 (5) of the Companies Act, 2013 and based on the representations received from the Management, your Directors state that :

i. in the preparation of the annual accounts for the financial year ended 31st March, 2015, the applicable accounting standards have been followed and there are no material departures from the same;

ii. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2015 and of the profit of the company for the year ended on that date;

iii. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv. the Directors have prepared the annual accounts on a going concern basis;

v. the Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

vi. the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

24. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has nothing to report in respect of information on conservation of energy and technology absorption as required under Section 134 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 since the Company is not engaged in manufacturing or processing business. The details regarding foreign exchange earnings and outgo are given as Annexure II to this Report.

25. CORPORATE GOVERNANCE

Your Company has complied with the Corporate Governance requirements under Companies Act,2013 and as stipulated under the provisions of the Listing Agreement entered into with the Stock Exchanges. A detailed Report on Corporate Governance is given as Annexure V to this Report. A certificate of Statutory Auditor confirming compliance of the Corporate Governance requirements by the Company is attached to the Report on Corporate Governance.

26. SECRETARIAL AUDIT REPORT

In accordance with the provisions of Section 204 of the Companies Act, 2013, the Board has appointed M/s. Keyul M. Dedhia & Associates - Company Secretaries in Whole Time Practice, Mumbai as the Secretarial Auditor for the financial year 2014-15. The report of the Secretarial Auditor is annexed to this report as Annexure VI.

M/s Keyul Dedhia and Associates in their audit report observed that Form No. MGT-14 for filing of Resolution relating to the approval of the Directors Report by the Board for the financial year ended 31st March, 2014 has not been filed. It was noted by the Board that it was an accidental omission and caused inadvertently due to oversight, without prejudice to the interests of the Shareholders of the Company and the General Public. It can be noted that the Company has been prompt and compliant in filing all the other forms required to be filed under the Companies Act, 2013 till date. In respect of the observations pertaining to SEBI {KYC(Know Your Client) Registration Agency} Regulations, 2011, the Company had taken appropriate steps to avoid such instances in future.

27. AUDITORS

M/s. Deloitte Haskins & Sells, Chartered Accountants, 1st Floor, Wilmont Park Business Centre, Warriam Road, Kochi - 682016, (ICAI Registration No.008072S) were appointed as Statutory Auditors of your Company to conduct the audit of accounts for the year ended 31 st March 2015. Their term of appointment expires at the conclusion of the forthcoming Annual General Meeting.

M/s. Deloitte Haskins & Sells have expressed their willingness to get re-appointed as the Statutory Auditors of the company and has furnished a certificate of their eligibility and consent under Section 141 of the Companies Act, 2013, and the rules framed there under. In terms of the Listing Agreement, the Auditors have confirmed that they hold a valid certificate issued by the Peer Review Board of the ICAI. The Board, based on the recommendation of the Audit Committee, recommends the appointment of M/s. Deloitte Haskins & Sells as the Statutory Auditors of the Company.

The Auditors'' Report to the Shareholders for the year under review does not contain any qualification.

28. EXTRACT OF ANNUAL RETURN

The extract of the Annual return in Form MGT - 9 is given as Annexure VII to this Report.

29. NUMBER OF BOARD MEETINGS

The Board of Directors met 6 (six) times in the financial year 2014-15. The details of the board meetings and the attendance of the Directors are provided in the Corporate Governance Report.

30. COMPOSITION OF AUDIT COMMITTEE

The Board has constituted the Audit Committee, which comprises of Mr. R. Bupathy as the Chairman and Mr. A.P. Kurian, Mr. Mahesh Vyas and Mr. Jean Christophe Gougeon as the members. More details on the committee are given in the Corporate Governance Report.

31. RELATED PARTY TRANSACTIONS

All contracts/arrangements/transactions entered by the Company during the financial year with the related parties were in the ordinary course of business and on an arm''s length basis. During the year the company had not entered into any contract/ arrangement /transaction with related party which could be considered material in accordance with the policy of the company on materiality of related party transactions.

The Policy on materiality of related party transaction and dealing with related party transactions as approved by the Board may be accessed on the Company''s website.

Your Directors draw attention of the members to Note 38 to the financial statement, which sets out related party disclosures.

32. POLICY RELATING TO DIRECTORS APPOINTMENT

The Company with the approval of Nomination & Remuneration Committee has adopted a policy on Board diversity and the recommendation of candidature for Board appointment will be based on merit that complements and expands the skills, experience and expertise of the Board as a whole, taking into account gender, age, professional experience and qualifications, cultural and educational background, and any other factors that the Board might consider relevant and applicable from time to time towards achieving a diverse Board.

33. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each Independent Director under Section 149(7) of the Companies Act 2013 that he meets the criteria of Independence laid down in Section 149(6) of the Companies Act 2013 and Clause 49 of the Listing Agreement.

34. DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE( PREVENTION, PROHIBITION AND REDRESSAL ) ACT, 2013.

The Company has zero tolerance for sexual harassment at work place and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provision of Sexual Harassment of Women at Workplace ( Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder.

Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013.

35. GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review.

a. Details relating to deposits covered under Chapter V of the Companies Act 2013.

b. Issue of equity shares with differential right as to dividend, voting or otherwise

c. Issue of shares (including sweat equity shares) to employees of the company under any scheme save and except ESOP referred to in this report.

d. No significant or material orders were passed by the regulators or Courts or tribunals which impact the going concern status and Company''s operation in future.

36. ACKNOWLEDGEMENTS

Your Directors wish to acknowledge the valuable guidance and assistance received from Securities and Exchange Board of India, Stock Exchanges & other Regulatory Authorities, BNP Paribas, KSIDC, our clients and business partners. We look forward to receiving their continued support and encouragement. The Board of Directors wishes to extend their thanks and appreciation and express their gratitude for the continuing commitment and dedication of employees at all levels. The Directors are thankful to the esteemed shareholders for their support and the confidence reposed in the Company.

For and on behalf of the Board of Directors

Place: Kochi A.P. Kurian Date : 20.05.2015 Chairman

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Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 20th Annual Report of your Company for the financial year ended 31st March, 2014.

FINANCIAL HIGHLIGHTS

(Rs. in crore)

Standalone Particulars 2013-14 2012-13 Change

Total Revenue 195.94 232.79 -16%

Total Expenditure 145.79 177.13 -18%

Profit / (Loss) before tax 50.15 55.67 -10%

Exceptional - Gain / (Loss) (111.93) - -100%

Provision for Tax 15.69 13.70 15%

Less: Minority Interests - - -

Less: Share of Loss in Associate - - -

Profit after tax (77.47) 41.96 -285%

Final Dividend 2.28 5.70 -

Interim Dividend - 17.13 -

Transfer to General Reserve - 5 -

Particulars Consolidated 2013-14 2012-13 Change

Total Revenue 232.54 262.19 -11%

Total Expenditure 166.49 195.21 -15%

Profit / (Loss) before tax 66.05 66.98 -1%

Exceptional - Gain /(Loss) (121.32) 42.78 -384%

Provision for Tax 21.98 22.48 -2%

Less: Minority Interests (4.41) 4.94 -189%

Less: Share of Loss in Associate (0.4) (0.53) -24%

Profit after tax (73.25) 81.80 -190%

Final Dividend 2.28 5.70 -

Interim Dividend - 17.13 -

Transfer to General Reserve - 5 -

REVIEW OF PERFORMANCE

The company''s performance, FY 13-14, largely shadowed the performance of the markets and is in line with broader Industry trends. Consequent to divesting our interest in the joint venture with BNP Paribas there is a decline in the consolidated brokerage. There was a marked increase in business done through online and mobile channels, which is an encouraging trend. We continue to focus on these channels. The rally in the markets witnessed in the last quarter, led to increase in trading activities and as a result, our client has crossed 7,00,000 and Asset under Custody and Management crossed 15,000 crores for the first time in our Company''s history.

As informed through quarterly results, the Company was affected by the default of National Spot Exchange Limited, which directly affected one of our subsidiaries. Provision of Rs.128.26 Crores was provided against non-performing assets of the Company in accordance with the rules. This is presented in the Profit & Loss Account as exceptional loss and has resulted in the net loss of Rs.73.14 Crores for the year. The profit before exceptional item is at the same level as the previous year.

A detailed survey and analysis of our company''s performance for the year is given in the Management Discussion and Analysis Report appended hereto.

DIVIDEND

Your Directors are pleased to recommend a dividend of 10 paise per share of Re. 1 each for the financial year ended 31st March, 2014 taking into account the operating performance and the exceptional loss of the Company. The payment of dividend together with tax thereon will absorb Rs.2.67 crore.

DIRECTORS

Kerala State Industrial Development Corporation Limited (KSIDC) has appointed Ms. Aruna Sundararajan as its Nominee Director on the Board of the Company replacing Mr. P H Kurian, IAS w.e.f. 14th January, 2014. Mr. Tom Jose, IAS who was nominated by KSIDC as Nominee Director on the Board of the Company was replaced by Mr. P H Kurian w.e.f. 4th October, 2013. Mr. Olivier Le Grand, Investor Director nominated by BNP Paribas SA resigned from the Board on 31st March, 2014. BNP Paribas nominated Ms. Franciska Decuypere as its Nominee and the Board appointed Ms. Decuypere as Additional Director w.e.f. 14th May, 2014. The Board of Directors place on record its sincere appreciation and gratitude for the valuable contribution and guidance received from Mr. Olivier Le Grand, Mr. Tom Jose and Mr. P H Kurian during their tenure as a member of the Board.

In accordance with Article 80 of the Articles of Association of the Company, Mr. Jean Christophe Gougeon, Non-Executive Director retire by rotation at the ensuing Annual General Meeting and being eligible offer himself for re-appointment.

Brief details of Mr. Jean Christophe Gougeon proposed to be re-appointed is given in the Notice of Annual General Meeting.

In accordance with the Section 149 of the Companies Act, 2013 the Company proposes to appoint Mr. A P Kurian & Mr. R Bupathy and Mr. Mahesh Vyas as Independent Directors of the Company whose term of Office will be upto July 14, 2019.

SUBSIDIARIES AND JOINT VENTURES

Ministry of Corporate Affairs has granted exemption under Section 212(8) of the Companies Act, 1956 exempting the Company from attaching copies of the Balance Sheet, Profit and Loss Account, Reports of the Board of Directors and Auditors of Subsidiaries as specified under Section 212(1) of the Companies Act, 1956, subject to publication of certain summarized financial information of the subsidiaries in the Annual Report. Accordingly these documents are not attached to the Balance Sheet and summarised financial information of the subsidiaries is included in this Annual Report. Full Annual Report including financial information of the subsidiaries is published on the website of the Company and will be available upon request by any member interested in obtaining the same. All those documents related to subsidiaries are kept in the head Office of the Company for inspection by any interested shareholder.

Considering the insignificant activity of Geojit Investment Services Limited, the Board of Directors of the Company proposed a scheme of Amalgamation of Geojit Investment Services Limited with Geojit BNP Paribas Financial Services Limited in the year 2009 pursuant to Section 394 of the Companies Act, 1956. Since Geojit Investment Services Limited was engaged in commodities futures brokerage as a member of relevant exchanges, Forward Markets Commission''s clearance is awaited for the proposed amalgamation. Such clearance is awaited.

(Rs. in lakhs)

Financial Highlights Particulars Total Profit/ (Loss) Profit / (Loss) Income Before Tax After Tax Subsidiaries

Geojit Investment Services Limited (100% Shares held) 174.93 127.66 90.81

Geojit Financial Management Services Private Limited (100% Shares 325.53 (2672.03) (2800.83) held)

Geojit Credits Private Limited (67.75% Shares held) 915.69 (13318.72) (13319.35)

Qurum Business Group Geojit Securities LLC (51% Shares held) 105.00 (126.00) (126.00)

Geojit Technologies Private Limited (65% Shares held through wholly 2573.49 1596.76 1149.67 owned subsidiary)

Geojit Financial Distribution Private Limited 23.26 20.45 20.45 (100% Shares held through wholly owned subsidiary)

Joint Ventures & Associates

Barjeel Geojit Securities LLC 602.00 96.00 96.00 (30% Shares held)

Aloula Geojit Capital Company 592.00 42.00 28.00 (28% Shares held)

BBK Geojit Securities KSC 9.00 (40.00) (40.00) (30% Shares held)

INTERNAL CONTROL SYSTEM

The Company has put in place an adequate system of internal control commensurate with its size and nature of business. These systems provide a reasonable assurance in respect of providing financial and operational information, complying with applicable statutes, safeguarding of assets of the Company and ensuring compliance with corporate policies.

The Company has a dedicated Internal Audit team with skills commensurate with the size, nature & complexity of operations of the Company. Internal Audit reports functionally to the Audit Committee of Board which reviews and approves risk based annual internal audit plan. Audit Committee periodically reviews the performance of internal audit function.

The Company has a rigorous business planning system to set targets and parameters for operations which are reviewed with actual performance to ensure timely initiation of corrective action, if required.

The Company''s audit committee reviews adherence to internal control systems, internal audit reports and legal compliances. This committee reviews all quarterly and yearly results of the Company and recommends the same to Board for its approval.

TRANSFER OF UNPAID AND UNCLAIMED AMOUNTS TO IEPF

Pursuant to the provisions of Section 205A (5) of the Companies Act, 1956, the dividend declared and paid by the Company and which have remained unpaid or unclaimed for a period of seven years from the date of declaration have been transferred by the Company to the Investor Education and Protection Fund ("IEPF") established by the Central Government pursuant to Section 205C of the said Act.

MANAGEMENT''S DISCUSSION & ANALYSIS

The Management''s Discussion and Analysis is given separately and forms part of this Annual Report.

INSIDER TRADING REGULATIONS

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 1992, as amended from time to time, the code of conduct for prevention of insider trading and the code for corporate disclosures are in force.

FIXED DEPOSITS

Your Company has not accepted any fixed deposits from the public under Section 58(A) of the Companies Act, 1956 and as such, no amount of principal or interest is outstanding as of the balance sheet date.

HUMAN RESOURCES

As a service Company, the Company''s operations are heavily dependent on qualified and competent personnel. As on 31st March, 2014, the Company had 2495 employees. Your Company takes significant effort in training all employees at various levels.

EMPLOYEE STOCK OPTION PLAN (ESOP)

Details of the equity shares issued under ESOP, as also the disclosures in compliance with clause 12 of the SEBI (Employees Stock Options Scheme and Employees Stock Purchase Scheme) Guidelines, 1999 are set out in Annexure I to this Report.

The Company had obtained the approval of members for issuing 1,12,00,000 (One Crore Twelve Lakh Only) stock options under Employee Stock Option Plan 2010 (ESOP 2010) in the Annual General Meeting held on 2010.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The company takes special interest in promoting education and is continuing with the Project of supporting the education of 450 underprivileged students, through the NGO, Rajagiri Outreach. We also provided educational support to needy students pursuing professional courses as well as participated in a Project of providing books & CD''s on general knowledge to supplement the general studies of students of Government Schools in Kochi. During the year the company has reached out to the wider community to render aid and assistance wherever possible. We contributed to the Uttarakhand food relief operations and gave support to an organization taking care of Alzheimer patients. It is a matter of pride for us that the young employees of the Company are compassionate and have helped the sick and the needy and also takes active interest in promoting social causes such as their participation in the global campaign to end violence on women and girls and for gender justice and gender equality conducted by the prominent Social organizations in Kochi led by the Cultural Academy of Peace. The staff have come together to form a blood donors data bank that has a membership of 200 blood donors who have contributed to around 120 people in the last one year.

We are continuing with our efforts to promote financial education and inclusion through dedicated classes focusing on students, the youth and women. We have in the past tied up with the National Stock Exchange and the Ministry of Corporate Affairs to run investor road shows and outreach programs. The company also associated itself with the NSE and CNBC TV 18 in making sure that the Cochin leg of the Investothon.

PARTICULARS OF EMPLOYEES

Particulars of employees covered by the provisions of Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 is given as Annexure II to this Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under Section 217(2AA) of the Companies Act, 1956, your Directors conform having :

i) followed in preparation of the Annual Accounts, the applicable standards with proper explanation relating to material departures, where applicable;

ii) selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company at the end of the financial year and the profit of your Company for that period;

iii) taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities; and

iv) prepared the Annual Accounts on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has nothing to report in respect of information on conservation of energy and technology absorption as required under Section 217(1) of the Companies Act, 1956 read with Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988 since the Company is not engaged in manufacturing or processing business. The details regarding foreign exchange earnings and outgo are given as Annexure III to this Report.

CORPORATE GOVERNANCE

Your Company has complied with the Corporate Governance norms as stipulated under the provisions of the Listing Agreement entered into with the Stock Exchanges. A detailed Report on Corporate Governance is given as Annexure IV to this Report. A certificate of Statutory Auditor confirming compliance of the Corporate Governance requirements by the Company is attached to the Report on Corporate Governance.

AUDITORS

M/s. Deloitte Haskins & Sells, Chartered Accountants, 1st Floor, Wilmont Park Business Centre, Warriam Road, Kochi – 682 016, (ICAI Registration No.008072S) were appointed as Statutory Auditors of your Company to conduct the audit of accounts for the year ended 31st March, 2014. Their term of appointment expires at the conclusion of the forthcoming Annual General Meeting. Your Directors have proposed them for reappointment at the forthcoming AGM.

ACKNOWLEDGEMENTS

Your Directors wish to acknowledge the valuable guidance and assistance received from Securities and Exchange Board of India, Stock Exchanges & other Regulatory Authorities, BNP Paribas, KSIDC, our clients and business partners. We look forward to receiving their continued support and encouragement. The Board of Directors wishes to extend their thanks and appreciation and express their gratitude for the continuing commitment and dedication of employees at all levels. The Directors are thankful to the esteemed shareholders for their support and the confidence reposed in the Company.

For and on behalf of the Board of Directors

Place : Kochi A P Kurian

Date : 19.05.2014 Chairman

---

Mar 31, 2013

Dear Members,

The Directors have pleasure in presenting the 19th Annual Report of your Company for the financial year ended 31st March 2013.

FINANCIAL HIGHLIGHTS & REVIEW OF PERFORMANCE

(Rs. in crore) Particulars Standalone Consolidated 2012-13 2011-12 Change 2012-13 2011-12 Change

Total Revenue 232.80 235.51 (1%) 262.20 257.14 2%

Total Expenditure 177.13 185.26 (4%) 195.21 209.55 (7%)

Profit before tax 55.67 50.25 11% 66.98 47.59 41%

Exceptional Item - - - 42.78 - -

Provision for tax 13.70 10.52 30% 22.48 24.27 (7%)

Share of Minority Interest - - - 4.95 3.87 28%

Share in Profit /(Loss) of Associates - - - (0.53) - -

Profit after tax 41.97 39.73 6% 81.80 19.45 321%

Final Dividend 5.71 17.13 - - - -

Interim Dividend 17.13 - - - - -

Transfer to general reserve 5.00 5.00 - 6.70 5.42 -

A detailed analysis of the performance is given in the Management Discussion and Analysis Report appended hereto.

TRANSFER TO RESERVES

During the financial year 2012-13, your Company has transferred Rs. 5.00 crore to the General Reserve Account.

DIVIDEND

Your Directors are pleased to recommend a final dividend of 25 paise per equity share of Rs. 1/- each. Along with the 75 paise interim dividend paid during March 2013 the total dividend works out to be 100% for the financial year 2012-13.

DIRECTORS

Kerala State Industrial Development Corporation Limited (KSIDC) appointed Mr.Tom Jose as its Nominee Director on the Board of the Company replacing Mr. Alkeshkumar Sharma w.e.f 12th January 2013. The Board of Directors place on record its sincere appreciation and gratitude for the valuable contribution and guidance received from Mr.Alkeshkumar Sharma during his tenure as a member of the Board.

In accordance with Article 80 of the Articles of Association of the Company, Mr.Punnoose George and Mr.Rakesh Jhunjhunwala, Non-Executive Directors retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re- appointment.

Brief details of Directors proposed to be re-appointed are given in the Notice of Annual General Meeting.

CONSOLIDATED RESULTS

The Consolidated Financial Results represent those of Geojit BNP Paribas Financial Services Limited, its subsidiaries i.e., Geojit Investment Services Limited (100% held), Geojit Financial Management Services Private Limited (100% held), Geojit Credits Private Limited (65.03% held), Qurum Business Group Geojit Securities LLC, Oman (51% held), its step down subsidiaries i.e, Geojit Technologies Private Limited (65% held), Geojit Financial Distribution Private Limited (100%), and its Joint Ventures i.e., Barjeel Geojit Securities L.L.C., Dubai (30%held), Aloula Geojit Brokerage Company, Saudi Arabia(28% held) and BBK Geojit Securities KSC, Kuwait (30% held) prepared in accordance with the relevant Accounting Standards issued by the Institute of Chartered Accountants of India.

SUBSIDIARIES AND JOINT VENTURES

Ministry of Corporate Affairs has granted exemption under Section 212(8) of the Companies Act, 1956 exempting the Company from attaching copies of the Balance Sheet, Profit and Loss Account, Reports of the Board of Directors and Auditors of Subsidiaries as specified under Section 212(1) of the Companies Act, 1956, subject to publication of certain summarized financial information of the subsidiaries in the Annual Report. Accordingly these documents are not attached to the Balance Sheet and summarised financial information of the subsidiaries is included in this Annual Report. Full Annual Report including financial information of the subsidiaries is published on the website of the Company and will be available upon request by any member interested in obtaining the same. All those documents related to subsidiaries are kept in the head office of the Company for inspection by any interested shareholder.

The Company made two new investments in Middle East Asia namely Qurum Business Group Geojit Securities LLC located in Oman, a subsidiary Company with QBG and National Securities Co in which Geojit BNP Paribas holds 51% stake and BBK Geojit Securities KSC located in Kuwait, a Joint Venture with Bank of Bahrain and JZA in which Geojit BNP Paribas holds 30% stake.

During the period under review, the Company entered in to an agreement to sell its entire stake in BNP Paribas Securities India Pvt. Ltd (BNPPSI) held through its wholly owned subsidiary for an amount of Rs. 41.24 crores. About 84% of the stake was sold during the year for a consideration of Rs. 34.3 crore. The balance holding was sold in April 2013 for Rs. 6.94 crore. On account of the said sale of stake, the Company hasn''t considered the financials of BNPPSI for consolidated from April 01, 2012. Therefore the consolidated financials are not comparable with previous year to that extent.

Considering the insignificant activity of Geojit Investment Services Limited, the Board of Directors of the Company proposed a scheme of Amalgamation of Geojit Investment Services Limited with Geojit BNP Paribas Financial Services Limited in the year 2009 pursuant to Section 394 of the Companies Act, 1956. Since Geojit Investment Services Limited was engaged in commodities futures brokerage as a member of relevant exchanges, Forward Markets Commission''s clearance is awaited for the proposed amalgamation. Such clearance is awaited.

(Rs. in lakhs)

Particulars Financial Highlights Total Income Profit Before Tax Profit After Tax

Geojit Investment Services Limited 172.77 121.04 88.11

Geojit Financial Management Services Private Limited 154.91 1276.39 1033.39

Geojit Credits Private Limited 1942.72 769.98 508.09

Qurum Business Group Geojit Securities LLC 40.62 (69.39) (69.39)

Geojit Technologies Private Limited 2209.29 1341.23 1002.45

Geojit Financial Distribution Private Limited 24.01 23.28 21.97

Joint Ventures & Associates

Barjeel Geojit Securities L.L.C. (30% shares held) 524.21 94.42 94.42

Aloula Geojit Brokerage Company (28% shares held) 412.12 (40.53) (40.53)

BBK Geojit Securities KSC (30% shares held) 0.60 (52.93) (52.93)

INTERNAL CONTROL SYSTEM

The Company has put in place an adequate system of internal control commensurate with its size and nature of business. These systems provide a reasonable assurance in respect of providing financial and operational information, complying with applicable statutes, safeguarding of assets of the Company and ensuring compliance with corporate policies.

The Company has a dedicated Internal Audit team which is commensurate with the size, nature & complexity of operations of the Company. Internal Audit reports functionally to the Audit Committee of Board which reviews and approves risk based annual internal audit plan. Audit Committee periodically reviews the performance of internal audit function.

The Company has a rigorous business planning system to set targets and parameters for operations which are reviewed with actual performance to ensure timely initiation of corrective action, if required.

The Company''s audit committee reviews adherence to internal control systems, internal audit reports and legal compliances. This committee reviews all quarterly and yearly results of the Company and recommends the same to Board for its approval.

TRANSFER OF UNPAID AND UNCLAIMED AMOUNTS TO IEPF

Pursuant to the provisions of Section 205A (5) of the Companies Act, 1956, the dividend declared and paid by the Company and which have remain unpaid or unclaimed for a period of seven years from the date of declaration have been transferred by the Company to the Investor Education and Protection Fund ("IEPF") established by the Central Government pursuant to Section 205C of the said Act. The details of the unpaid/unclaimed dividend that will be transferred to IEPF A/c in subsequent years are given in the corporate governance section of the Annual Report.

MANAGEMENT''S DISCUSSION & ANALYSIS

The Management''s Discussion and Analysis is given separately and forms part of this Annual Report.

INSIDER TRADING REGULATIONS

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 1992, as amended from time to time, the code of conduct for prevention of insider trading and the code for corporate disclosures are in force.

FIXED DEPOSITS

Your Company has not accepted any fixed deposits from the public under Section 58(A) of the Companies Act, 1956 and as such, no amount of principal or interest is outstanding as of the balance sheet date.

HUMAN RESOURCES

As a service Company, the Company''s operations are heavily dependent on qualified and competent personnel. As on 31st March 2013, the Company had a total head count of 2579. Your Company takes significant effort in training all employees at various levels.

EMPLOYEE STOCK OPTION PLAN

Details of the equity shares issued under ESOP, as also the disclosures in compliance with clause 12 of the SEBI (Employees Stock Options Scheme and Employees Stock Purchase Scheme) Guidelines, 1999 are set out in Annexure I to this Report.

The Company had obtained the approval of members for issuing 1,12,00,000 (one crore twelve lakh only) stock options under Employee Stock Option Plan 2010 (EsOP 2010) in the Annual General Meeting held on 2010.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has always believed and practiced being responsible to all its stakeholders and the public at large. Financial literacy programs particularly for the youngsters has been a special initiative of the Company introduced in 2006, which has so far reached out to about 500,000 students in 3,000 or so colleges through approximately 10,000 seminars. This initiative to get young people interested in savings and investments and to take informed investment decisions got extensive support from the National Stock Exchange and from the Ministry of Corporate Affairs.

Primary education for underprivileged children has been another area of focus since 2006. We have been supporting 450 students of four villages in their educational requirements and in their overall personality development, with the help of a specialized NGO. They are not only provided education material but are also given regular tuitions and personality development camps which has benefitted not only these children but also in the upliftment of their families. The employees of the Company are also sensitive to the needs of the society and volunteers and participates in the CSR activities of the Company such as blood donation, planting of trees, service in the general hospital and very recently participation in the One Billion rising program for gender justice.

The newly built corporate office of the Company at Kochi is built to Green standards and is awaiting Leed''s Gold certification. By adhering to the green norms, the Company is saving on water and power consumption. The Company is maintaining not only its own premises beautifully but also its immediate vicinity by maintaining a garden in the medians in front of our building.

PARTICULARS OF EMPLOYEES

Particulars of employees covered by the provisions of Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 is given as Annexure II to this Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under Section 217(2AA) of the Companies Act, 1956, your Directors confirm having :

i. followed in preparation of the Annual Accounts, the applicable standards with proper explanation relating to material departures, where applicable;

ii. selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company at the end of the financial year and the profit of your Company for that period;

iii. taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities; and

iv. prepared the Annual Accounts on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has nothing to report in respect of information on conservation of energy and technology absorption as required under Section 217(1) of the Companies Act, 1956 read with Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988 since the Company is not engaged in manufacturing or processing business. The details regarding foreign exchange earnings and outgo are given as Annexure III to this Report.

CORPORATE GOVERNANCE

Your Company has complied with the Corporate Governance norms as stipulated under the provisions of the Listing Agreement entered into with the Stock Exchanges. A detailed Report on Corporate Governance is given as Annexure IV to this Report. A certificate of Statutory Auditor confirming compliance of the Corporate Governance requirements by the Company is attached to the Report on Corporate Governance.

AUDITORS

M/s. Deloitte Haskins & Sells, Chartered Accountants, 1st Floor, Wilmont Park Business Centre, Warriam Road, Kochi - 682016, (ICAI Registration No.008072S) were appointed as Statutory Auditors of your Company to conduct the audit of accounts for the year ended 31st March 2013. Their term of appointment expires at the conclusion of the forthcoming Annual General Meeting. Your Directors have proposed them for reappointment at the forthcoming AGM.

ACKNOWLEDGEMENTS

Your Directors wish to acknowledge the valuable guidance and assistance received from Securities and Exchange Board of India, Stock Exchanges & other Regulatory Authorities, BNP Paribas, KSIDC, our clients and business partners. We look forward to receiving their continued support and encouragement. The Board of Directors wishes to extend their thanks and appreciation and express their gratitude for the continuing commitment and dedication of employees at all levels. The Directors are thankful to the esteemed shareholders for their support and the confidence reposed in the Company.

For and on behalf of the Board of Directors

Sd/-

Place : Kochi A.P. Kurian

Date : 22.05.2013 Chairman

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Mar 31, 2012

The Directors have pleasure in presenting the 18th Annual Report of your Company for the financial year ended 31st March 2012.

FINANCIAL HIGHLIGHTS

(Rs in crore)

Standalone Consolidated

Particulars 2011-12 2010-11 Change 2011-12 2010-11 Change

Total Income 235.50 271.40 (13.2%) 257.14 281.2 (8.6%)

Profit Before Tax 50.24 63.81 (21.3%) 47.60 50.25 (5.3%)

Provision for Tax 10.52 15.08 (30.2%) 24.28 18.80 29.2%

Profit After Tax 39.72 48.73 (18.5%) 19.45 29.02 (32.9%)

REVIEW OF PERFORMANCE

On a standalone basis, your Company has recorded a total income from Rs 235.50. crore for the financial year ended 31st March 2012, a decrease of 13.2% compared to last year's figure of Rs 271.40 crore. The operating profit is Rs 50.24 crore and the net profit after tax is Rs 39.72 crore. The profit after tax decreased by 18.5%. Basic earnings per share work out to Rs 1.74 compared to Rs 2.16 in the previous year.

On a consolidated basis your company earned a total income of Rs 257.14 crore for the financial year, a decrease of 8.6% over the previous year's figures of Rs 281.29 crore, an operating profit of Rs 47.60 crore and a net profit of Rs 19.45 crore.

A detailed analysis of the performance is given in the Management Discussion and Analysis Report appended hereto.

DIVIDEND

Your Directors are pleased to recommend a dividend of 75 paise per share of Rs 1 each for the financial year ended 31st March 2012 taking into account the performance of the Company. The payment of dividend together with tax thereon will absorb Rs 19.91 crore.

DIRECTORS

The Board of Directors appointed Mr.Jean Christophe Gougeon as an Additional Director w.e.f 19.03.2012 in place of Mr. Pierre Rousseau who resigned from the Board of Directors w.e.f 22.02.2012. Mr. Jean Christophe Gougeon will hold office till the date of the forthcoming Annual General Meeting. Resolution

seeking his appointment as Director has been included in the agenda of the Annual General Meeting. The Company has received notices in writing under section 257 of the Companies Act, 1956, along with requisite fee from certain members proposing the candidature as Director of the Company. The Board recommends his appointment.

The Board of Directors place on record its sincere appreciation and gratitude for the valuable contribution and guidance received from Mr.Pierre Rousseau during his tenure as a member of the Board.

In accordance with Article 80 of the Articles of Association of the Company, Mr. Mahesh Vyas and Mr.Olivier Le Grand, Non- Executive Directors, retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re- appointment.

Brief details of Directors proposed to be appointed and re- appointed are given in the Notice of Annual General Meeting.

CONSOLIDATED RESULTS

The Consolidated Financial Results represent those of Geojit BNP Paribas Financial Services Limited, its subsidiaries i.e., Geojit Investment Services Limited (100% held), Geojit Financial Management Services Private Limited (100% held), Geojit Credits Private Limited (65.03% held), its step down subsidiaries i.e, Geojit Technologies Private Limited (65% held), Geojit Financial Distribution Private Limited (100%), and its joint ventures i.e., BNP Paribas Securities India Private Limited (50% minus one share held).Barjeel Geojit Securities L.L.C., Dubai (30%held) and Aloula Geojit Capital Company, Saudi Arabia(28% held) prepared in accordance with the relevant Accounting Standards issued by the Institute of Chartered Accountants of India.

SUBSIDIARIES

In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. However the financial information of the subsidiary companies is disclosed in the Annual Report in compliance with the said circular. The Company will make available the Annual Financial Highlights of Subsidiary Companies

Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be published on the website of the Company and kept open for inspection at the Registered Office of the Company and that of the respective subsidiary companies. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies.

(Rs in Crore)

Sl. No. Name of the Subsidiary Company Percentage Total Income Profit Before Provision for Profit After of holding Tax Tax Tax

1 Geojit Investment Services Limited 100% 3.56 2.92 10.22 (7.30)

2 Geojit Financial Management Services Private Ltd 100% - (0.006) - (0.006)

3 Geojit Financial Distribution Private Limited 100% 0.31 0.22 0.068 0.15

4 Geojit Credits Private Limited 65% 6.19 4.78 1.52 3.26

5 Geojit Technologies Private Limited 65% 16.27 10.41 1.94 8.47

Considering the insignificant business activity of Geojit Investment Services Limited, the Board of Directors of the Company proposed a scheme of Amalgamation of Geojit Investment Services Limited with Geojit BNP Paribas Financial Services Limited in the year 2009 pursuant to Section 394 of the Companies Act, 1956. Since Geojit Investment Services Limited was engaged in commodities futures brokerage as a member of relevant exchanges, Forward Markets Commission's clearance is awaited for the proposed amalgamation.

JOINT VENTURES

Barjeel Geojit Securities L.L.C., a joint venture in Dubai with Al Saud Group in which Geojit holds 30% recorded a net profit of Rs 4.98 crore (Previous year Rs 9.31. crore) of which Geojit's share is Rs 1.49 crore.

Aloula Geojit Capital Company, the joint venture in Saudi Arabia with Al Johar Group in which Geojit holds 28%, reported a net loss of Rs 6.42 crore (Previous year Rs 10.09 crore) of which Geojit's share is Rs 1.80 crore.

BNP Paribas Securities India Private Limited, the joint venture in Mumbai with BNP Paribas for institutional broking in which Geojit holds 49.99%, recorded a net loss of Rs 12.80 crores ( Previous year loss of Rs 16.97 crores) of which Geojit BNP Paribas's share is Rs 6.40 crores. Geojit BNP Paribas has in principle agreed to divest its stake in the said Joint Venture to BNP Paribas SA and the divestment process is going on and is expected to be completed in 2012-2013.

FIXED DEPOSITS

Your company has not accepted any fixed deposits from the public under Section 58(A) of the Companies Act, 1956 and as such, no amount of principal or interest is outstanding as of the balance sheet date.

HUMAN RESOURCES

As a service company, the Company's operations are heavily dependent on qualified and competent personnel. As on 31st March 2012, the Company had a total head count of 2685. Your Company takes significant effort in training all employees at various levels and conducted 700 training programmers during the year, which covered 7000 participants.

EMPLOYEE STOCK OPTION PLAN

Details of the equity shares issued under ESOP, as also the disclosures in compliance with clause 12 of the SEBI (Employees Stock Options Scheme and Employees Stock Purchase Scheme) Guidelines, 1999 are set out in Annexure I to this Report.

The Company had obtained the approval of members for issuing 1,12,00,000 (One Crore Twelve lakh only) stock options under Employee Stock Option Plan 2010 (ESOP 2010) in the Annual General Meeting held on 2010.

PARTICULARS OF EMPLOYEES

Particulars of the employees covered by the provisions of Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 is given as Annexure II to this report.

DIRECTORS' RESPONSIBILITY STATEMENT

As required under Section 217(2AA) of the Companies Act, 1956, your Directors confirm having:

i. followed in preparation of the Annual Accounts, the applicable standards with proper explanation relating to material departures, where applicable;

ii. selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company at the end of the financial year and the profit of your company for that period;

iii. taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities; and

iv. prepared the Annual Accounts on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has nothing to report in respect of information on conservation of energy and technology absorption as required under Section 217(1) of the Companies Act, 1956 read with Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988 since the Company is not engaged in manufacturing or processing business. The details regarding foreign exchange earnings and outgo are given as Annexure III to this report.

CORPORATE GOVERNANCE

Your Company has complied with the Corporate Governance norms as stipulated under the provisions of the Listing Agreement entered into with the Stock Exchanges. A detailed Report on Corporate Governance is given as Annexure IV to this Report. A certificate of Statutory Auditor confirming compliance of the Corporate Governance requirements by the Company is attached to the Report on Corporate Governance.

AUDITORS

M/s. Deloitte Haskins & Sells, Chartered Accountants, 1st Floor, Wilmot Park Business Centre, Warriam Road, Kochi - 682016, (ICAI Registration No. 008072S) were appointed as statutory auditors of your company to conduct the audit of accounts for the year ended 31st March 2012. Their term of appointment expires at the conclusion of the forthcoming Annual General Meeting. Your Directors have proposed them for reappointment at the forthcoming AGM.

ACKNOWLEDGEMENTS

Your Directors wish to acknowledge the valuable guidance and assistance received from Securities and Exchange Board of India, Stock Exchanges & other Regulatory authorities, BNP Paribas, KSIDC, our clients and business partners. We look forward to receiving their continued support and encouragement. The Board of Directors wishes to extend their thanks and appreciation and express their gratitude for the continuing commitment and dedication of employees at all levels. The Directors are thankful to the esteemed shareholders for their support and the confidence reposed in the Company.

By Order of the Board of Directors

Sd/-

Place : Kochi A.P. Kurian

Date : 29th May 2012 Chairman

---

Mar 31, 2011

The Directors have pleasure in presenting the 17th Annual Report of your Company for the financial year ended 31 March 2011.

Financial Highlights

(Rs in crore)

Standalone Consolidated

Particulars 2010-11 2009-10 Change 2010-11 2009-10 Change

Total Income 271.40 288.18 (6%) 281.29 304.24 (8%)

Profit Before Tax 63.81 81.72 (22%) 50.25 76.80 (35%)

Provision for Tax 15.08 24.56 (39%) 18.80 28.43 (34%)

Profit After Tax 48.73 57.15 (15%) 29.02 46.18 (37%)

Balance brought forward 88.47 54.96 from previous year

Profit available for 137.20 112.11 appropriation

Appropriations :

Transfer to General Reserve 5.00 5.72

Dividend 17.12 17.92 (Including Dividend Tax)

Balance carried to 115.08 88.47 Balance Sheet

Review of Performance

On a standalone basis, your Company has recorded a total income from Rs271.40 crore for the financial year ended 31 March 2011, a decrease of 6% compared to last years figure of Rs288.18 crore. The operating profit is Rs63.81 crore and the net profit after tax is Rs48.73 crore. The profit after tax decreased by 15%. Basic earnings per share work out to Rs2.16 compared to Rs2.55 in the previous year.

On a consolidated basis your company earned a total income of Rs281.29 crore for the financial year, a decrease of 8% from the previous years figure of Rs304.24 crore, an operating profit of Rs50.25 crore and a net profit of Rs29.02 crore.

A detailed analysis of the performance is given in the Management Discussion and Analysis Report appended hereto.

Dividend

Your Directors are pleased to recommend a dividend of 75 paise per share of Rs1 each for the financial year ended 31 March 2011. The payment of dividend together with tax thereon will absorb Rs19.92 crore.

Increase in Share Capital

During the year under review, the paid-up share capital of the Company increased from Rs22.52 crore to Rs22.83 crore, consequent to the issue of 3,106,479 equity shares to employees upon exercise of stock options under the Employee Stock Option Plans of the Company.

Directors

In accordance with Article 80 of the Articles of Association of the Company, Mr. R. Bupathy and Mr. A. P. Kurian, Non-Executive and Independent Directors, retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

Brief details of Directors proposed to be appointed and re-appointed are given in the Notice of Annual General Meeting.

Consolidated Results

The Consolidated Financial Results representthose of Geojit BNP Paribas Financial Services Limited, its subsidiaries i.e., Geojit Investment Services Limited (100% held), Geojit Financial Management Services Private Limited (100% held), Geojit Credits Private Limited (65.03% held), its step down subsidiaries i.e., Geojit Technologies Private Limited (65% held), Geojit Financial Distribution Private Limited (100%), Geojit Technologies FZ LLC, Dubai (100% held) and its joint ventures i.e., BNP Paribas Securities India Private Limited (50% minus one share held), Barjeel Geojit Securities L.L.C., Dubai (30% held) and Al-Oula Geojit Brokerage Company, Saudi Arabia (28% held) prepared in accordance with the relevant Accounting Standards issued by the Institute of Chartered Accountants of India.

Subsidiaries

Ministry of Corporate Affairs has granted general exemption under Section 212(8) of the Companies Act, 1956 exempting companies from attaching copies of the Balance Sheet, Profit and Loss Account, Reports of the Board of Directors and Auditors of Subsidiaries as specified under Section 212(1) of the Companies Act, 1956 subject to publication of certain summarised financial information of the subsidiaries in the Annual Report. Accordingly these documents related to subsidiaries are not attached to the Balance Sheet and the summarised financial information related to subsidiaries is included in the Annual Report. Full annual report including financial information of the subsidiaries is published on the website of the Company and will be available upon request by any member interested in obtaining the same. All those documents related to subsidiaries are kept in the head office of the Company for inspection by any interested shareholder.

Geojit Investment Services Limited recorded revenue of Rs4.15 crore and a profit after tax of Rs2.21 crore.

Geojit Credits Private Limited recorded total revenue of Rs6.19 crore and profit after tax of Rs2.50 crore during the year.

The revenue of Geojit Technologies Private Limited, a step down subsidiary engaged in software development and services registered a consolidated revenue of Rs11.00 crore and a net profit after tax of Rs4.27 crore during the year.

Another step down subsidiary viz., Geojit Financial Distribution Private Limited engaged in insurance referrals has recorded a total income of Rs0.53 crore and net profit after tax of Rs0.24 crore.

Geojit Financial Management Services Private Limited, another subsidiary recorded a loss of Rs0.06 crore in the previous year.

Considering the insignificant business activity of Geojit Investment Services Limited, the Board of Directors of the company proposed a Scheme of Amalgamation of Geojit Investment Services Limited with Geojit BNP Paribas Financial Services Limited in the year 2009 pursuant to Section 394 of the Companies Act, 1956. Since Geojit Investment Services Limited was engaged in commodities futures brokerage as a member of relevant exchanges, Forward Markets Commissions clearance is awaited for the proposed amalgamation. Such clearance is awaited.

Joint Ventures

Barjeel Geojit Securities L.L.C., a joint venture in Dubai with Al Saud Group in which Geojit holds 30% recorded a net profit of Rs9.12 crore (Previous year Rs7.46 crore) of which Geojits share is Rs2.74 crore.

Al-Oula Geojit Brokerage Company, the joint venture in Saudi Arabia with Al Johar Group in which Geojit holds 28%, reported a net loss of Rs10.09 crore (Previous year Rs2.83 crore) of which Geojits share is Rs2.82 crore.

BNP Paribas Securities India Private Limited, the joint venture in Mumbai with BNP Paribas for institutional broking in which Geojit holds 49.99%, recorded a net loss of Rs16.97 crore (Previous year Rs14.84 crore) of which Geojits share is Rs8.48 crore.

Fixed Deposits

Your company has not accepted any fixed deposits from the public under Section 58(A) of the Companies Act, 1956 and as such, no amount of principal or interest is outstanding as of the balance sheet date.

Human Resources

As a service company, the Companys operations are heavily dependent on qualified and competent personnel. As on 31 March 2011, the Company had a total head count of 3230. Your Company takes significant effort in training all employees at various levels and conducted 1373 training programmes during the year, which covered 13516 participants.

Employee Stock Option Plan

During the year some employees of the Company have exercised part of their stock options granted under the Employees Stock Option Plan 2005 and the Compensation Committee of the Board of Directors of the Company has allotted total 3,106,479 equity shares on various dates to those who exercised the stock options at various exercise prices in accordance with the terms and conditions of the ESOP.

The Company had obtained the approval of members for issuing 11,200,000 stock options under Employees Stock Option Plan 2010 (ESOP 2010) in the last Annual General Meeting. In accordance with the said approval, the Company has granted another 2,786,795 stock options under Employees Stock Option Plan 2010 during the year which covered 1460 employees.

Details of the equity shares issued under ESOP, as also the disclosures in compliance with clause 12 of the SEBI (Employees Stock Options Scheme and Employees Stock Purchase Scheme) Guidelines, 1999 are set ogt in Annexure I to this Report.

Particulars of Employees

Particulars of the employee covered by the provisions of Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of employees) Rules, 1975 is given as Annexure II to this Report.

Directors Responsibility Statement

As required under Section 217(2AA) of the Companies Act, 1956, your Directors confirm having :

i. followed in preparation of the Annual Accounts, the applicable standards with proper explanation relating to material departures, where applicable;

ii. selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company at the end of the financial year and the profit of your Company for that period;

iii. taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities; and

iv. prepared the Annual Accounts on a going concern basis.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The Company has nothing to report in respect of information on conservation of energy and technology absorption as required under Section 217(1) of the Companies Act, 1956 read with Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988 since the Company is not engaged in manufacturing or processing business. The details regarding foreign exchange earnings and outgo are given as Annexure III to this report.

Corporate Governance

Your Company has complied with the Corporate Governance norms as stipulated under the provisions of the Listing Agreement entered into with the Stock Exchanges. A detailed Report on Corporate Governance is given as Annexure IV to this Report. A certificate of Statutory Auditor confirming compliance of the Corporate Governance requirements by the Company is attached to the Report on Corporate Governance.

Auditors

M/s. Deloitte Haskins & Sells, Chartered Accountants, 1st Floor, Wilmont Park Business Centre,Warriam Road, Kochi - 682 016, (ICAI Registration No. 008072S) were appointed as statutory auditors of your company to conduct the audit of accounts for the year ended 31 March, 2011. Their term of appointment expires at the conclusion of the forthcoming Annual General Meeting. Your Directors have proposed them for reappointment at the forthcoming AGM.

Acknowledgements

Your Directors wish to acknowledge the valuable guidance and assistance received from Securities and Exchange Board of India, Stock Exchanges and other Regulatory authorities, BNP Paribas, KSIDC, our clients and business partners. We look forward to receiving their continued support and encouragement. The Board of Directors wishes to extend their thanks and appreciation and express their gratitude for the continuing commitment and dedication of

employees at all levels. The Directors are thankful to the esteemed shareholders for their support and the confidence reposed in the Company.

For and on behalf of the Board of Directors

Sd/-

Place : Kochi A. P. Kurian

Date : 06-06-2011 Chairman

---

Mar 31, 2010

The Directors have pleasure in presenting the 16th Annual Report of your Company for the financial year ended 31 March 2010.

FINANCIAL HIGHLIGHTS

(Rs. in crore) Standalone Consolidated Particulars 2009-10 2008-09 Change 2009-10 2008-09 Change Total Income 288.05 159.42 80.6% 304.11 191.97 58.4% Exceptional / Extra-Ordinary income 0.00 0.00 0.00 40.00 Profit Before Tax 81.72 20.26 303.3% 76.80 51.56 48.9% Provision for Tax 24.56 5.74 327.8% 28.43 10.48 171.2% Profit After Tax 57.15 14.52 293.5% 46.18 40.01 15.4% Balance brought forward 54.96 56.47 Profit available for appropriation 112.11 70.99 Appropriations : Transfer to General Reserve 5.72 3.00 Dividend (Including Dividend Tax) 17.89 13.02 Balance carried to Balance Sheet 88.47 54.96

REVIEW OF PERFORMANCE

On a standalone basis, your Company has achieved an impressive growth of 80.6% in total income from Rs.159.42 crore to Rs.288.05 crore for the financial year ended 31 March 2010. The Company recorded an operating profit of Rs.81.72 crore and a net profit after tax of Rs.57.15 crore. The profit after tax increased by 294%. Basic earnings per share work out to Rs.2.55 compared to Rs.0.68 recorded in the previous year.

On a consolidated basis your company earned a total income of Rs.304.11 crore for the financial year, an increase of 58% over the previous years figures of Rs.191.97 crore, an operating profit of Rs.76.80 crore and a net profit of Rs.46.18 crore.

A detailed analysis of the performance is given in the Management Discussion and Analysis Report appended hereto. DIVIDEND

Your Directors are pleased to redommend a dividend of 75 paise per share of Re.1 each for the financial year ended 31 March 2010 taking into account the performance of the Company. The payment of dividend together with tax thereon will absorb Rs. 19.69 crore. INCREASE IN SHARE CAPITAL

During the year under review, the paid-up share capital of the Company increased from Rs.22.34 crore to Rs.22.52 crore, consequent to the issue of 18,41,761 equity shares to employees upon exercise of stock options under the Employee Stock Option Plans of the Company.

DIRECTORS

KSIDC Limited appointed Mr.Alkeshkuamr Sharma as its Nominee on the Board of the Company replacing Mr. Manoj Joshi w.e.f. 20 July 2009.The Board of Directors place on record its sincere appreciation and gratitude for the valuable contribution and guidance received from Mr. Manoj Joshi during his tenure as a member of the Board.

In accordance with Article 80 of the Articles of Association of the Company, Mr.Punnoose George and Mr.Rakesh Jhunjhunwala, Non-executive Directors, retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

The term of appointment of Mr. C.J.George as Managing Director of the Company expired on 23.11.2009.The Board of Directors of the Company has re-appointed Mr. C.J.George for a further period of 5 years w.e.f. 24.11.2009 on terms and conditions, details of which are provided in the Notice of Annual General Meeting.

Brief details of Directors proposed to be appointed and re-appointed are given in the Notice of Annual General Meeting. CONSOLIDATED RESULTS

The Consolidated Financial Results represent those of Geojit BNP Paribas Financial Services Limited, its subsidiaries i.e., Geojit Investment Services Limited (100% held), Geojit Financial Management Services Private Limited (100% held), Geojit Credits Private Limited (65.03% held), its step down subsidiaries i.e, Geojit Technologies Private Limited (65% held), Geojit Financial Distribution Private Limited (100%), Sigma Systems International FZ LLC, Dubai (100% held) and its joint ventures i.e., BNP Paribas Securities India Private Limited (49.99% held), Barjeel Geojit Securities L.L.C., Dubai (30%held) and Aloula Geojit Brokerage Company, Saudi Arabia(28% held) prepared in accordance with the relevant Accounting Standards issued by the Institute of Chartered Accountants of India.

SUBSIDIARIES

Ministry of Corporate Affairs granted approval under Section 212(8) of the Companies Act, 1956 exempting the Company from attaching copies of the Balance Sheet, Profit and Loss Account, Reports of the Board of Directors and Auditors of Subsidiaries as specified under Section 212(1) of the Companies Act, 1956. Accordingly these documents are not attached to the Balance Sheet. However summarised financial information of the subsidiaries is included in this Annual Report. Full annual report including financial information of the subsidiaries is published on the website of the Company and will be available upon request by any member interested in obtaining the same.

Geojit Investment Services Limited recorded revenue of Rs.5.60 crore and a profit after tax of Rs.3.17 crore.

Geojit Credits Private Limited recorded total revenue of Rs.2.85 crore and profit after tax of Rs.1.60 crore during the year.

The revenue of Geojit Technologies Private Limited, a step down subsidiary engaged in software development and services, grew by 69% to Rs.11.24 crore from Rs.6.66 crore in the previous year. The Company recorded a net profit after tax of Rs.4.67 crore during the year, an increase of 135%.

Another step down subsidiary viz, Geojit Financial Distribution Private Limited engaged in insurance referrals has recorded a total income of Rs.218.19 lakh and net profit after tax of Rs.74.63 lakh.

Geojit Financial Management Services Private Limited, another subsidiary recorded a profit of Rs.43,357/- compared to a loss of Rs.2.31 lakh in the previous year.

Considering the insignificant business activity of Geojit Investment Services Limited, the Board of Directors of the company at its Meeting held on 13.05.2009, proposed a Scheme of Amalgamation of Geojit Investment Services Limited with Geojit BNP Paribas Financial Services Limited pursuant to Section 394 of the Companies Act, 1956. Since Geojit Investment Services Limited was engaged in commodities futures brokerage as a member of relevant exchanges, Forward Markets Commissions clearance is required for the proposed amalgamation. Such clearance is awaited.

JOINT VENTURES

Barjeel Geojit Securities L.L.C., a joint venture in Dubai with Al Saud Group in which Geojit holds 30% recorded a net profit of Rs.7.46 crore (Previous year Rs.2.05 crore) of which Geojits share is Rs.2.23 crore.

Aloula Geojit Brokerage Company, the joint venture in Saudi Arabia with Al Johar Group in which Geojit holds 28%, reported a net loss of Rs.11.19 crore (Previous year Rs.16.67 crore) of which Geojits share is Rs.3.13 crore.

BNP Paribas Securities India Private Limited, the joint venture in Mumbai with BNP Paribas for institutional broking in which Geojit holds 49.99%, recorded a net loss of Rs.14.84 crore (Previous year Rs.27.32 crore) of which Geojits share is Rs.7.42 crore.

FIXED DEPOSITS

Your company has not accepted any fixed deposits from the public under Section 58(A) of the Companies Act, 1956 and as such, no amount of principal or interest is outstanding as of the balance sheet date.

HUMAN RESOURCES ant

As a service company, the Companys operations are heavily dependent on qualified and competent personnel. As on 31 March 2010, the Company had a total head count of 2739. Your Company takes significant effort in training all employees at various levels and conducted 1703 training programmes during the year, which covered 13959 participants.

EMPLOYEE STOCK OPTION PLAN

During the year some employees of the Company have exercised part of their stock options granted under the Employees Stock Option Plan 2005 and the Compensation Committee of the Board of Directors of the Company has allotted total 18,41,761 equity shares on various dates to those who exercised the stock options at various exercise prices in accordance with the terms and conditions of the ESOR

Details of the equity shares issued under ESOR as also the disclosures in compliance with clause 12 of the SEBI (Employees Stock Options Scheme and Employees Stock Purchase Scheme) Guidelines, 1999 are set out in Annexure I to this Report. ,Sf1to & feepnBr|0x3 „

During the period under report, the Board of Directors of the Company approved a proposal to issue 1,12,00,000 (one crore twelve lakh only) new stock options under Employee Stock Option Plan 2010 (ESOP 2010). The proposed issue will represent 4.99% of the paid up share capital of the Company. Necessary resolution along with Explanatory Statement in this regard is included in the notice of AGM for approval of members.

PARTICULARS OF EMPLOYEES

Particulars of employees as required under Section 217 (2A) of the Companies Act, 1956 and the Companies (Particulars of Employees) Rules, 1975 forms part of this Report. However, in pursuance of Section 219(1)(b)(iv) of the Companies Act, 1956 this Report is being sent to all the members of the Company excluding the aforesaid information and the said particulars are made available at the Registered Office of the Company. The members interested in obtaining information under Section 217(2A) may write to the company secretary at the Registered Office of the Company.

DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 217(2AA) of the Companies Act, 1956, your Directors confirm having:

i. followed in preparation of the Annual Accounts, the applicable standards with proper explanation relating to material departures, where applicable;

ii. selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company at the end of the financial year and the profit of your company for that period;

iii. taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities; and

iv. prepared the Annual Accounts on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has nothing to report in respect of information on conservation of energy and technology absorption as required under Section 217(1) of the Companies Act, 1956 read with Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988 since the Company is not engaged in manufacturing or processing business. The details regarding foreign exchange earnings and outgo are given as Annexure II to this report.

CORPORATE GOVERNANCE

Your Company has complied with the Corporate Governance norms as stipulated under the provisions of the Listing Agreement entered into with the Stock Exchanges. A detailed Report on Corporate Governance is given as Annexure III to this Report. A certificate of Statutory Auditor confirming compliance of the Corporate Governance requirements by the Company is attached to the Report on Corporate Governance.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Your Company, through its subsidiaries and joint ventures, now form an integrated financial services group having business interests in retail and institutional stock broking, wealth management, financing against shares and commodities, margin funding, property services, distribution of a variety of investment products, etc which caters to the needs of retail investors, corporates and institutions, high net worth individuals, etc. in India and overseas. A detailed review of operations, performance and future outlook of the Company is given separately under the head Management Discussion and Analysis Report appended hereto.

AUDITORS

M/s. Deloitte Haskins & Sells, Chartered Accountants, 1st Floor, Wilmont Park Business Centre.Warriam Road, Kochi - 682016, (ICAI Registration No.008072S) were appointed as statutory auditors of your company to conduct the audit of accounts for the year ended 31 March 2010. Their term of appointment expires at the conclusion of the forthcoming Annual General Meeting. Your Directors have proposed them for reappointment at the forthcoming AGM.

ACKNOWLEDGEMENTS

Your Directors wish to acknowledge the valuable guidance and assistance received from Securities and Exchange Board of India, Stock Exchanges & other Regulatory authorities, BNP Paribas, KSIDC, our clients and business partners. We look forward to receiving their continued support and encouragement. The Board of Directors wishes to extend their thanks and appreciation and express their gratitude for the continuing commitment and dedication of employees at all levels. The Directors are thankful to the esteemed shareholders for their support and the confidence reposed in the Company.

For and on behalf of the Board of Directors Sd/- Place : Kochi A.R Kurian Date : 28th May, 2010 Chairman