Geojit Financial Services Ltd. के अकाउंट के लिये नोट

Mar 31, 2025

(xviii) Provisions

Provision is recognised when an enterprise has
a present obligation (legal or constructive)
as a result of a past event and it is probable
that an outflow of resources will be required
to settle the obligation, in respect of which a
reliable estimate can be made. Provisions are
determined based on management estimates
required to settle the obligation at the balance
sheet date, supplemented by experience of
similar transactions. These are reviewed at the
balance sheet date and adjusted to reflect the
current management estimates.

(xix) Contingent liabilities and assets

Contingent liabilities are disclosed when there
is a possible obligation arising from past events,
the existence of which will be confirmed only
by the occurrence or non-occurrence of one
or more uncertain future events not wholly
within the control of the Company or a present
obligation that arises from past events where
it is either not probable that an outflow of
resources will be required to settle or a reliable
estimate of the amount cannot be made, is
termed as a contingent liability. The existence
of a contingent liability is disclosed in the notes
to the financial statements.

Contingent assets: Contingent asset is not
recognised in standalone financial statements
since this may result in the recognition of income

that may never be realised. However, when the
realisation of income is virtually certain, then
the related asset is not a contingent asset
and is recognised.

Provisions, contingent liabilities and contingent
assets are reviewed at each balance sheet date.

(xx) Earnings per share

Basic earnings per share is calculated by
dividing the net profit or loss for the period
attributable to equity shareholders by the
weighted average number of equity shares
outstanding during the year.

Diluted earnings per share is computed using
the weighted average number of equity shares
and dilutive potential equity shares outstanding
during the year. For the purpose of calculating
diluted earnings per share, the net profit or loss
for the period attributable to equity shareholders
and the weighted average number of shares
outstanding during the year are adjusted for the
effects of all dilutive potential equity shares.

(xxi) Discontinued operations

A discontinued operation is a component of
the Company’s business, the operations and
cash flows of which can be clearly distinguished
from the rest of the operations of the
Company and which :

- represents a major line of business or
geographic area of operations:

- is part of a single coordinated plan to
dispose off a separate major line of
business or geographic area of operations.

Classification as discontinued operation occurs
at the earliest of disposal or when the operation
meets the criteria to be classified as held-for-sale.

When an operation is classified as a discontinued
operation, the comparative statement of profit
and loss is re-presented as if the operation
had been discontinued from the start of the
comparative year.

(xxii) Equity share capital

Incremental costs directly attributable to the use
of equity shares are recognised as a deduction
from equity. Income tax relating to transaction
costs of an equity transaction is accounted for
in accordance with Ind AS 12.

(xxiii) Recent accounting pronouncements

Ministry of Corporate Affairs ("MCA”) notifies new
standards or amendments to the existing standards
under Companies (Indian Accounting Standards)
Rules as issued from time to time. During the
year ended 31 March 2025, MCA has notified Ind
AS - 117 Insurance Contracts and amendments to
Ind AS 116 - Leases, relating to sale and leaseback
transactions, applicable to the Company w.e.f. 1
April 2024. The Company has reviewed the new
pronouncements and based on its evaluation has
determined that it does not have any significant
impact in its standalone financial statements.

Note:

The company has entered into a loan agreement to provide unsecured loans to its fully owned subsidiary, M/s.Geojit
Investments Ltd for an amount up to H80,000.00 lakhs. These loans shall be used by M/s.Geojit Investments Ltd for
purchase of MTF book, MTF lending purposes, settlement of purchase consideration payable towards business transfer
of securities business or for working capital purposes. These loans carry an interest rate of 10%.

During the year, the Company has provided loan amounting to H37,610.00 lakhs out of which H32,500.00 lakhs is
repayable on demand after one year and balance amount is repayable on demand. This loan in fully outstanding as
on 31 March 2025.

* Loans and advances to clients are in the nature of margin funding loans for which repayment is not specificed as the loan provided is fully
secured based on the agreements entered into by the Company and the clients. These are secured by pledge on the shares purchased by
utilising the loan and collateral securities provided by the clients.

C Investment property comprises of the following:

The Company''s corporate building located at 34/659-P, Civil Line Road, Padivattom, Kochi - 682024, is partly used
for own purpose and partly let out to subsidiary companies for earning rental income.

D Measurement of fair value

(i) Fair valuation hierarchy

The fair value of investment property has been determined by a registered valuer as defined under rule 2 of
Companies (Registered Valuers and Valuation) Rules, 2017.

The fair value measurement of the investment property has been categorised as Level 3 fair value based on
inputs to the fair value technique used.

(ii) Valuation techniques used and key inputs to valuation on investment property

For the purpose of valuation, the primary valuation methodology used is the replacement cost model adjusted
for depreciation.

16. Borrowings (Contd..)

The Company has complied with the requirement of filing of quarterly returns or statements of trade receivables with
the bank or financial institutions, wherever applicable, and these returns were in agreement with the books of accounts
for the quarters during the year ended 31 March 2025 and year ended 31 March 2024.

As part of business transfer agreement, the Company has transferred its borrowings related to transferred business
to its wholly owned subsidiary, Geojit Investments Limited amounting to H14,500.00 lakhs. Prior to such transfer, the
Company has repaid balance borrowings amounting to H11,600.00 lakhs. The company has repaid H15/I64.00 lakhs of
borrowings out of rights issue proceeds during the year. Also refer movement below.

20. Equity share capital (contd..)

(d) Rights, preferences and restrictions in respect of equity shares issued by the Company

The Company has only one class of equity shares having a par value of H 1/- each. The equity shares of the company
having par value of H 1/- rank pari-passu in all respects including voting rights and entitlement to dividend. The
dividend proposed if any, by the Board of Directors, is subject to the approval of the shareholders in the ensuing
Annual General Meeting.

In the event of liquidation of the Company, the holders of the equity shares will be entitled to receive the remaining
assets of the Company, after settling the dues of preferential and other creditors as per priority. The distribution
will be in proportion to the number of equity shares held by the shareholders.

(e) As at 31 March 2025, 1,304,167 equity shares (31 March 2024: 157,659 equity shares) of H 1/- each are reserved
towards outstanding employee stock options granted. (Refer note 36)

(f) There are no shares allotted as fully paid-up by way of bonus shares or allotted as fully paid-up pursuant to
contract without payment being received in cash, or bought back during the period of five years immediately
preceding the reporting date.

(g) Rights issue

(a) On 13 July 2024, the Board of Directors of the Company approved issue of equity shares of the Company by
way of a Rights issue to the eligible shareholders of the Company as on the record date for an amount not
exceeding H 20,000.00 lakhs. On 19 September 2024, the Rights Issue Committee of the Company approved
the Rights issue price of H 50 per equity share including a premium of H 49 per equity share over face value of
H 1 per equity share and Rights entitlement ratio of one equity share for every six equity shares held by eligible
equity shareholders of the Company as on the record date. i.e., ratio of 1:6. On 30 September 2024, the Rights
Issue Committee of the Company approved the Record date as 7 October 2024 and the issue open date as
15 October 2024 and issue closing date as 23 October 2024. Subsequent to this, 39,857,413 shares have been
allotted on 30 October 2024. Pursuant to the allotment, the paid up equity share capital of the company has
increased to H2,790.25 lakhs. The object of the Rights issue is to enlarge the capital base of the Company.
The net proceeds to be utilised for Repayment or prepayment, in full or in part, of certain borrowings availed
by the Company and for other General corporate purposes. The Company has raised H19,928.70 lakhs on
application. The total expense on Rights Issue aggregating to H434.49 lakhs has been adjusted against
securities premium. During the year ended 31 March 2025, the Company has utilised H15,000.00 lakhs for
repayment of borrowings and balance amount was utilised for general corporate purpose.

(b) There has been no deviation in the use of proceeds of the Rights Issue, from the objects stated in the
Offer document.

(h) Capital management:

The Company''s objective for capital management is to maximise shareholder value, safeguard business continuity
and support the growth of the Company. The Company determines the capital requirement based on annual
operating plans and long-term and other strategic investment plans. The funding requirements are met through
equity, operating cash flows generated and short term debt. The Company is not subject to any externally imposed
capital requirements.

For the purpose of Company''s capital management, capital includes subscribed equity share capital, securities
premium, all other equity reserves attributable to the owners of the Company and debt from the financial institutions.

Description of the nature and purpose of other equity :

i) Share application money pending allotment

The share application money was received pursuant to the exercise of options granted to employees under the
employee stock option plans. The Company has sufficient authorised share capital to cover the allotment of
these shares. Pending allotment of shares, the amounts are maintained in a designated bank account and are not
available for use by the Company.

ii) Securities premium

Securities premium reserve is used to record the premium on issue of shares. The reserve can be utilised only for
limited purposes such as issuance of bonus shares in accordance with the provisions of the Companies Act, 2013.

iii) Share options outstanding account

The employee stock options outstanding represents amount of reserve created by recognition of compensation
cost at grant date fair value on stock options vested but not exercised by employees and unvested stock options
in the Statement of profit and loss in respect of equity-settled share options granted to the eligible employees of
the Company and its subsidiaries in pursuance of the Employee Stock Option Plan.

21. Other equity (Contd..)

iv) General reserve

General reserve is created through annual transfer of profits at a specified percentage in accordance with
applicable regulations under the erstwhile Companies Act, 1956. The purpose of these transfers was to ensure that
if a dividend distribution in a given year is more than 10% of the paid up capital of the Company for that year, then
the total dividend distribution is less than the total distributable profits for that year. Consequent to introduction
of the Companies Act, 2013, the requirement to mandatorily transfer specified percentage of net profits to General
reserve has been withdrawn. However, the amount previously transferred to the General reserve can be utilised
only in accordance with the specific requirements of the Companies Act, 2013.

v) Retained earnings

Retained earnings or accumulated surplus represents total of all profits retained since the Company’s inception.
Retained earnings are credited with current year profits, reduced by losses, if any, dividend pay-outs, transfers to
General reserve or any such other appropriations to specific reserves.

vi) Other reserves

Other reserves comprises capital reserve.

vii) Other comprehensive income

Other comprehensive income (OCI) comprises of actuarial gains and losses that are recognised in other
comprehensive income.

Details of dividends proposed/ paid

The Board of Directors at its meeting held on 21 May 2025 has recommended a final dividend of H1.50/- per equity
share of face value H1/- each for the financial year ended 31 March 2025 (31 March 2024: H 1.50/- per equity share). The
payment is subject to the approval of the shareholders in the ensuing Annual General Meeting of the Company.

Annualised volatility is computed using the high and low market price of the Company’s share over the one year
period prior to the date of grant. It is assumed that employees would exercise the options immediately on vesting.
The historical volatility of the Company’s share price is higher than the volatility considered above. However, the
Company expects the volatility of its share price to reduce as it matures.

37. Employee benefits

General description of defined benefit plans

(i) Defined contribution plan - Provident Fund

The Company makes Provident Fund contribution for qualifying employees. Under the plan, the Company is required
to contribute a specified percentage of the payroll costs to fund the benefits. The Company has recognised H718.88
lakhs (31 March 2024: H602.14 lakhs) towards provident fund contribution in the statement of profit and loss. The
contribution payable to the plan by the Company are at the rates specified in the rules of the scheme.

(ii) Defined benefit plan - Gratuity

The Company provides gratuity benefit to its employees (included as part of ‘Contribution to provident and other
funds’ in Note 32 Employee benefits expense), which is funded with Life Insurance Corporation of India.

The estimate of future salary increases, considered in actuarial valuation, considers inflation, seniority, promotion
and other relevant factors, such as supply and demand in the employment market.

38.Leases
As a lessee

The Company’s lease asset classes primarily consist of leases for office premises. The Company assesses whether a
contract contains a lease, at inception of a contract. To assess whether a contract conveys the right to control the use
of an identified asset, the Company assesses whether: (i) the contract involves the use of an identified asset (ii) the
Company has substantially all of the economic benefits from use of the asset through the period of the lease and (iii)
the Company has the right to direct the use of the asset.

At the date of commencement of the lease, the Company recognizes a right-of-use asset ("ROU”) and a corresponding
lease liability for all lease arrangements in which it is a lessee, except for leases with a term of twelve months or less
(short-term leases). For these short-term leases, the Company recognises lease payments as an operating expense.

The right-of-use assets are initially recognized at cost, which comprises the initial amount of the lease liability. They
are subsequently measured at cost less accumulated depreciation. Right-of-use assets are depreciated from the
commencement date on a straight-line basis over the lease term.

The lease liability is initially measured at amortized cost at the present value of the future lease payments. The lease
payments are discounted using the incremental borrowing rate of the company.

39. Operating segments

The Company''s Chief Operating Decision Maker (CODM) examines the performance both from a service perspective
and geography perspective and has identified the reportable segments and the Company''s Managing Director is the
CODM. There is no separate reportable segment as per Ind AS 108 on ‘Operating Segments’ in respect of the Company.
The Company’s operations predominantly relate to one segment, viz., financial services. The entire operations are
organised and managed as one organisational unit with same set of risks and returns. Hence, the same is considered as
a single primary segment. Besides, the Company’s operations are located only in India and hence, separate secondary
geographical segment information is not disclosed.

The Company is not reliant on revenues from transactions with any single external customer and does not receive 10%
or more of the Company''s total revenue from transactions with any single external customer for the year ended 31
March 2025 and 31 March 2024.

41. Financial instruments
A. Accounting classification

Refer to financial instruments by category table below for the disclosure on carrying value and fair value on
financial assets and liabilities. For financial assets and liabilities maturing within one year from the balance sheet
date and which are not carried at fair value, the carrying amounts approximatafe fair value due to the short
maturity of these instruments.

B. Measurement of fair value

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction
in the principal (or most advantageous) market at the measurement date under current market conditions (i.e. an
exit price), regardless of whether that price is directly observable or estimated using a valuation technique.

The investments included in Level 1 of fair value hierarchy have been valued using quoted prices for instruments
in an active market. The investments included in Level 2 of fair value hierarchy have been valued using valuation
techniques based on observable market data. The investment included in Level 3 of fair value hierarchy have been
valued using the income approach and break-up value to arrive at their fair value. There is no movement from
between Level 1, Level 2 and Level 3. There is no change in inputs used for measuring Level 3 fair value.

Valuation technique used to determine fair value

Specific value techniques used to value financial instruments include:

- the use of quoted market prices for listed instruments

- the fair value of forward foreign exchange contracts is determined using forward exchange rates at the
balance sheet date.

- the fair value of remaining financial instruments is determined using market comparables, discounted
cash flow analysis.

D. Financial risk management

The Company has exposure to the following risk arising from financial instruments:

a) Credit risk

b) Liquidity risk

c) Market risk

Risk management framework

The Company has established a comprehensive system for risk management and internal controls for all its
businesses to manage the risks that it is exposed to. The objective of its risk management framework is to ensure
that various risks are identified, measured and mitigated and also that policies, procedures and standards are
established to address these risks and ensure a systematic response in the case of crystallisation of such risks.

The Company has established various policies with respect to such risks which set forth limits, mitigation strategies
and internal controls to be implemented by the three lines of defence approach provided below. The Board
oversees the Company’s risk management and has constituted a Risk Management Committee, which frames and
reviews risk management processes and controls.

The risk management system features a "three lines of defence” approach:

1. The first line of defence comprises its operational departments, which assume primary responsibility for their
own risks and operate within the limits stipulated in various policies approved by the Board or by committees
constituted by the Board.

41. Financial instruments (Contd..)

D. Financial risk management (Contd..)

2. The second line of defence comprises specialised departments such as risk management, Internal Permanent Control
and compliance. They employ specialised methods to identify and assess risks faced by the operational departments
and provide them with specialised risk management tools and methods, facilitate and monitor the implementation of
effective risk management practices, develop monitoring tools for risk management, internal control and compliance,
report risk related information and promote the adoption of appropriate risk prevention measures.

3. The third line of defence comprises the internal audit department and external audit functions. They monitor
and conduct periodic evaluations of the risk management, internal control and compliance activities
to ensure the adequacy of risk controls and appropriate risk governance, and provide the Board with
comprehensive feedback.

a) Credit risk:

It is risk of financial loss that the Company will incur a loss because its customer and counterparty to financial
instruments fails to meet its contractual obligation.

The Company''s financial assets comprise of Cash and bank balance, Trade receivables, Loans, Investments
and Other financial assets which comprise mainly of deposits.

The maximum exposure to credit risk at the reporting date is primarily from the Company''s trade
receivable and loans.

Trade receivables, loans and other financial assets:

The Company has followed simplified approach for measurement of expected credit loss in case of receivables
and loans. At each reporting date, the Company assesses whether financial assets carried at amortised cost
are credit impaired. A financial asset is ‘credit impaired’ when one or more events that have a detrimental
impact on the estimated future cash flows of the financial asset have occurred. Loss allowances for trade
receivables are always measured at an amount equal to lifetime expected credit losses. Lifetime expected
credit losses are the expected credit losses that result from all possible default events over the expected
life of a financial instrument. The maximum period considered when estimating expected credit losses is
the maximum contractual period over which the Company is exposed to credit risk. Based on the industry
practices and business environment in which the entity operates, management considers that the trade
receivables and loans are in default based on the due dates of the respective financial assets.

The Company applies the Ind AS 109 simplified approach to measure expected credit losses which uses a
lifetime expected loss allowance (ECL) for all trade receivables. The application of simplified approach does
not require the Group to track changes in credit risk. Rather, it recognises impairment loss allowance based
on lifetime ECLs at each reporting date, right from its initial recognition.

To measure the expected credit losses, trade receivables have been grouped based on shared credit risk
characteristics as follows:

- Receivable from Brokerage (Secured by collaterals mainly in form of Securities of listed Group)

- Receivable from Depository (Secured by collaterals mainly in form of Securities of listed Group)

- Other receivables (Portfolio management services and distribution related receivables.)

Receivable from brokerage

Trade receivable of the company are of short duration with credit period ranging up to maximum 30 days. The
Company has computed expected credit loss where there is significant delay in collection by grouping under
various aging categories and based on historical data of probability of default is applied to arrive at ECL. For
receivables aged over 90 days, probability of default is 100% and 100% ECL provision is made.

Other financial assets considered to have a low credit risk:

Credit risk on cash and cash equivalents is limited as we generally invest in deposits with banks with high credit
ratings assigned by international and domestic credit rating agencies. Other financial assets include deposits
for assets acquired on lease and with qualified clearing counterparties and exchanges as per the prescribed
statutory limits.

Investments comprise of equity investments in subsidiaries, joint venture and associate, debt mutual funds
which are market tradeable. Further, for the loan given to wholly owned subsidiary amounting to H37,610.00
lakhs, credit risk is considered to be low.

41. Financial instruments (Contd..)

D. Financial risk management (Contd..)

b) Liquidity risk

Liquidity represents the ability of the Company to generate sufficient cash flow to meet its financial
obligations on time, both in normal and in stressed conditions, without having to liquidate assets or raise
funds at unfavourable terms thus compromising its earnings and capital.

Liquidity risk is the risk that the Company may not be able to generate sufficient cash flow at reasonable
cost to meet expected and/or unexpected claims. It arises in the funding of lending, trading and investment
activities and in the management of trading positions.

The Company aims to maintain the level of its cash and cash equivalents and other highly marketable
investments at an amount in excess of expected cash outflow on financial liabilities.

Funds required for short period is taken care by borrowings utilising overdraft facility from bank.

The table below summarises the maturity profile of the undiscounted cash flows of the Company''s financial
assets and liabilities as at 31 March 2025

41. Financial instruments (Contd..)

D. Financial risk management (Contd..)

c) Market risk

Market risk arises when movements in market factors (foreign exchange rates, interest rates credit spreads and
equity prices) impact the Company’s income or the market value of its portfolios. The Company, in its course
of business is exposed to market risk due to change in equity prices, interest rates and foreign exchange
rates. The objective of market risk management is to maintain an acceptable level of market risk exposure
while aiming to maximise returns. The Company classifies exposures to market risk into either trading or non¬
trading portfolios. Both the portfolios are managed using the following sensitivity analysis:

i) Equity price risk

ii) Interest rate risk

iii) Currency risk

i) Equity price risk

The Company does not have proprietory trading positions in equity. In respect of the client positions,
the risk is managed through risk based margin requirements and hence the Company do not envisage a
substantial equity price risk.

ii) Interest rate risk

The Company''s exposure to interest rate risks arises primarily due to the short term investments in
debt mutual funds.

The non-traded financial assets and liabilities are fixed rate instruments and are valued at amortised cost.
Any shifts in yield curve will not impact their carrying amount and will therefore not have any impact on
the Company’s statement of profit and loss.

iii) Foreign exchange risk / Currency risk

The financial risks arising to the Company include foreign exchange risk.

43. Transfer of broking and depository business and discontinued operations

The Board of Directors of the Company, in its meeting held on 28 July 2023, approved the proposed transfer of the
Company’s securities broking business and its related activities (‘the business’) as a ‘going concern’ on ‘slump sale’ basis
to Geojit Investments Limited (‘GIL’), a wholly owned subsidiary of the Company, to comply fully with the applicable
regulations. The transfer was subsequently approved by the shareholders of the Company in the extraordinary general
meeting held on 4 October 2023.

The business was not previously classified as a discontinued operation pending approvals from the relevant regulatory
authorities. On receipt of approvals, pursuant to a Business Transfer Agreement dated 13 December 2024 , the Company
has transferred net assets amounting to H 48,561.18 lakhs to GIL for a total consideration of H 48,561.18 lakhs on 21 March
2025, settled by cash. The comparative standalone statement of profit and loss has been re-presented to show the
discontinued operation separately from continuing operations.

45. Audit trail

As per the Ministry of Corporate Affairs (MCA) notification, proviso to Rule 3(1) of the Companies (Accounts) Rules,
2014, for the financial year commencing April 1, 2023, every company which uses accounting software for maintaining
its books of account, shall use only such accounting software which has a feature of recording audit trail of each and
every transaction, creating an edit log of each change made in the books of account along with the date when such
changes were made and ensuring that the audit trail cannot be disabled.

The Company has used an accounting software for maintaining its books of account which has a feature of recording
audit trail (edit log) facility that has operated throughout the financial year for all relevant transactions except:

1 For Accounting software used to maintain general ledger, which is operated by a third-party software service
provider, the service provider auditor has not reported controls with respect to audit trail in the Independent
auditor’s report. Further, there is a system limitation with respect to disablement of audit trail feature available
at the application layer. Management is currently in the process of getting this fixed with the service provider.
Additionally, the audit trail has been preserved by the Company as per the statutory requirements for record
retention at the application layer.

2 For Accounting software used to maintain payroll, revenue and client related balances including loan (except PMS
revenue), the audit trail feature has been enabled from 19 August 2024 onwards.

3 For Accounting software used to maintain PMS revenue and its client balances, the audit trail feature has not been
enabled. With effect from 1 April 2025, the Company has moved from its legacy software to a new software, for
which audit trail feature is enabled.

46. Revenue from contracts with customers

The Company is engaged in the business of retail and institutional broking and distribution of financial products.
In accordance with Ind AS 115, Revenue from Contracts with Customers, the revenue is accounted in the following
manner for each head:

a) Brokerage income:

The Company provides trade execution and settlement services to the customers in retail and institutional
segment. There is only one performance obligation of execution of the trade and settlement of the transaction
which is satisfied at a point in time. The brokerage charged is the transaction price and is recognised as revenue on
trade date basis. Related receivables are generally recovered in a period of 1 day as per the settlement cycle. This
business has been transferred by the Company to its wholly owned subsidiary Geojit Investments Limited. Also
refer Note 45 (Transfer of broking and depository business and discontinued operations)

b) Distribution of financial products:

The Company distributes various financial products and other services to the customers on behalf of third party
i.e. the Company acts as an intermediary for distribution of financial products and services. The Company executes
contracts with the Principal, viz AMC’s, Mutual Funds, Bank, Insurance Company etc. to procure customers for its
products. As a consideration, the Company earns commission income from the third parties for the distribution of
their financial products. The commission is accounted net of claw back if any, due to non-fulfilment of contract by
the customer with the principal. The customer obtains control of the service on the date when customer enters
into a contract with principal and hence subscription or contract date is considered as the point in time when the
performance obligation has been satisfied.

c) Depository and portfolio management services

Income from depository services, penal charges and portfolio management services are recognised on the basis
of agreements entered into with clients and when the right to receive the income is established. It is recognised
at the point in time for transaction charges and performance based PMS fee and others are recognised over the
period of service as applicable. Depository business has been transferred by the Company to its wholly owned
subsidiary Geojit Investments Limited. Also refer Note 43 (Transfer of broking and depository business and
discontinued operations)

H583.76 lakhs has been transferred to wholly owned subsidiary, Geojit Investments Limited on account of business
transfer. (Refer note 43)

47. Additional regulatory information pursuant to the requirement in Division III of Schedule III to
the Companies Act, 2013

i) The Company does not have any Benami property, nor any proceeding has been initiated or pending against the
Company for holding any Benami property.

ii) The Company does not have any transactions with struck off companies.

iii) The Company has not revalued its property, plant and equipment (including right-of-use assets) or intangible
assets or both during the current or previous year.

iv) The Company has not traded or invested in cryptocurrency or virtual currency during the financial year.

v) The Company has not any such transaction which is not recorded in the books of accounts that has been
surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such
as, search or survey or any other relevant provisions of the Income Tax Act, 1961)

vi) None of the entities in the Company have been declared wilful defaulter by any bank or financial institution or
government or any government authority.

vii) The Company has complied with the number of layers prescribed under the Companies Act, 2013.

viii) The Company has not entered into any scheme of arrangement, other than disclosed under Note 43 which has an
accounting impact on current or previous financial year.

ix) The ratios as specified in the new amendments under clause B (VI)(xiv) of "Division III of Schedule III" under "Part
I - Balance Sheet - General Instructions for preparation of Balance Sheet" are not applicable to the Company as the
Company is primarily into distribution of financial products and portfolio management services, which is covered
under "Division III of Schedule III".

x) The Company has not obtained any term loans during the year.

48 a) No funds have been advanced or loaned or invested (either from borrowed funds or share premium or any
other sources or kind of funds) by the Company to or in any other persons or entities, including foreign entities
("Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary
shall, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by
or on behalf of the Company ("Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf
of the Ultimate Beneficiaries.

b) No funds have been received by the Company from any persons or entities, including foreign entities ("Funding
Parties”), with the understanding, whether recorded in writing or otherwise, that the Company shall, directly
or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf
of the Funding Party ("Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the
Ultimate Beneficiaries.

As per our report of even date attached

for B S R & Associates LLP for and on behalf of the Board of Directors of

Chartered Accountants Geojit Financial Services Limited

Firm registration number: 116231W/W-100024 CIN : L67120KL1994PLC008403

Arpan Jain C. J. George A. Balakrishnan

Partner Chairman and Managing Director Executive Director

Membership No.: 125710 DIN: 00003132 DIN: 00050016

Mini Nair Liju K. Johnson

Chief Financial Officer Company Secretary

Membership No.: A21438

Kochi Kochi

21 May 2025 21 May 2025

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Mar 31, 2024

C Investment property comprises of the following:

The Company''s corporate building located at 34/659-P, Civil Line Road, Padivattom, Kochi - 682024, is partly used for own purpose and partly let out to subsidiary companies for earning rentals.

D Measurement of fair value

(i) Fair valuation hierarchy

The fair value of investment property has been determined by a registered valuer as defined under rule 2 of Companies (Registered Valuers and Valuation) Rules, 2017.

(ii) Valuation techniques used and key inputs to valuation on investment property

For the purpose of valuation, the primary valuation methodology used is the replacement cost model adjusted for depreciation.

The Company has also availed credit facilities secured by trade receivables which has not been utilised as at the year end.

Borrowings from banks / financial institutions carries interest rates from 6.85% to 10.65% per annum.

The Company has utilised the loans for the purpose for which it was availed.

The Company has complied with the requirement of filing of quarterly returns or statements of trade receivables with the bank or financial institutions, wherever applicable, and these returns were in agreement with the books of accounts for the quarters during the year ended 31 March 2024 and year ended 31 March 2023.

(d) Rights, preferences and restrictions in respect of equity shares issued by the Company

The Company has only one class of equity shares having a par value of '' 1/- each. The equity shares of the company having par value of '' 1/- rank pari-passu in all respects including voting rights and entitlement to dividend. The dividend proposed if any, by the Board of Directors, is subject to the approval of the shareholders in the ensuing Annual General Meeting.

I n the event of liquidation of the Company, the holders of the equity shares will be entitled to receive the remaining assets of the Company, after settling the dues of preferential and other creditors as per priority. The distribution will be in proportion to the number of equity shares held by the shareholders.

(e) As at 31 March 2024, 157,659 equity shares (31 March 2023: 305,913 equity shares) of '' 1/- each are reserved towards outstanding employee stock options granted. (Refer note 36)

(f) There are no shares allotted as fully paid up by way of bonus shares or allotted as fully paid-up pursuant to contract without payment being received in cash, or bought back during the period of five years immediately preceding the reporting date.

(g) Capital management:

The Company''s objective for capital management is to maximise shareholder value, safeguard business continuity and support the growth of the Company. The Company determines the capital requirement based on annual operating plans and long-term and other strategic investment plans. The funding requirements are met through equity, operating cash flows generated and short term debt. The Company is not subject to any externally imposed capital requirements.

For the purpose of Company''s capital management, capital includes subscribed equity share capital, securities premium, all other equity reserves attributable to the owners of the Company and debt from the financial institutions.

Description of the nature and purpose of other equity :

i) Share application money pending allotment

The share application money was received pursuant to the exercise of options granted to employees under the employee stock option plans. The Company has sufficient authorised share capital to cover the allotment of these shares. Pending allotment of shares, the amounts are maintained in a designated bank account and are not available for use by the Company.

ii) Securities premium reserve

Securities premium reserve is used to record the premium on issue of shares. The reserve can be utilised only for limited purposes such as issuance of bonus shares in accordance with the provisions of the Companies Act, 2013.

iii) Share options outstanding account

The employee stock options outstanding represents amount of reserve created by recognition of compensation cost at grant date fair value on stock options vested but not exercised by employees and unvested stock options in the Statement of profit and loss in respect of equity-settled share options granted to the eligible employees of the Company and its subsidiaries in pursuance of the Employee Stock Option Plan.

iv) General reserve

General reserve is created through annual transfer of profits at a specified percentage in accordance with applicable regulations under the erstwhile Companies Act, 1956. The purpose of these transfers was to ensure that if a dividend distribution in a given year is more than 10% of the paid up capital of the Company for that year, then the total dividend distribution is less than the total distributable profits for that year. Consequent to introduction of the Companies Act, 2013, the requirement to mandatorily transfer specified percentage of net profits to General reserve has been withdrawn. However, the amount previously transferred to the General reserve can be utilised only in accordance with the specific requirements of the Companies Act, 2013.

v) Retained earnings

Retained earnings or accumulated surplus represents total of all profits retained since Company''s inception. Retained earnings are credited with current year profits, reduced by losses, if any, dividend pay-outs, transfers to General reserve or any such other appropriations to specific reserves.

vi) Other reserves

Other reserves comprises capital reserve.

vii) Other comprehensive income

Other comprehensive income (OCI) comprises of actuarial gains and losses that are recognised in other comprehensive income.

Details of dividends proposed

The Board of Directors at its meeting held on 30 April 2024 has recommended a final dividend of ''1.50/- per equity share of face value ''1/- each for the financial year ended 31 March 2024 (31 March 2023: '' 1.50/- per equity share). The payment is subject to the approval of the shareholders in the ensuing Annual General Meeting of the Company.

33 Contingent liabilities and commitments (to the extent not provided for) i) Contingent liabilities (All amounts in Indian Rupees lakhs)
Particulars	As at 31 March 2024	As at 31 March 2023
(a) Claims against the company not acknowledged as debts :
Legal suits filed against the company / matters under arbitration	186.32	118.94
Income tax demands, pending in appeal (Refer note below)	111.57	135.30
Show cause notices from service tax department for which the Company has filed replies (Refer note below)	1.72	11.01
Service tax demands, pending in appeal (Refer note below)	84.06	84.06
Goods and services tax demands, pending in appeal (Refer note below)	339.15	304.92
(b) Guarantees given by the company	15.68	15.68

Note: Future cash outflows in respect of the above matters are determinable only on receipt of judgments / decisions pending at various forums / authorities.

Direct tax matters

The Company has ongoing disputes with Income Tax authorities in India. The disputes relate to tax treatment of certain expenses claimed as deductions, computation or eligibility of tax incentives or allowances, and characterisation of fees for services received. As at 31 March 2024, the Company has contingent liability of '' 111.57 lakhs (31 March 2023: '' 135.30 lakhs) in respect of tax demands for assessment years between 2003-04 to 2022-23 which are being contested by the Company based on the management evaluation and advice of tax consultants.

The Company periodically receives notices and inquiries from income tax authorities related to the Company''s operations in the jurisdictions it operates in. Management has evaluated these notices and inquiries and has concluded that the position taken by it on the above matters is tenable and hence no adjustments have been made in the financial statements.

Indirect tax matters

The Company has ongoing disputes with Indirect tax authorities mainly relating to treatment of characterisation and classification of certain items. As at 31 March 2024, the Company has demands and show cause notices amounting to '' 424.93 lakhs (31 March 2023: '' 399.99 lakhs) from various indirect tax authorities which are being contested by the Company based on the management evaluation and advice of tax consultants.

ii) Commitments

(All amounts in Indian Rupees lakhs)
Particulars	As at 31 March 2024	As at 31 March 2023
Estimated amount of contracts remaining to be executed on capital account and not provided for:
Property, plant and equipment	226.81	80.64
Intangible assets	179.98	177.75

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

(B) Accounting of employee share based compensation cost:

The Company has adopted ''fair value method'' for accounting employee share based compensation cost. Under the fair value method, fair value of options are expensed on straight-line basis over the vesting period as employee share based compensation cost. The expected forfeiture rate per annum is 10% for all ESOP schemes (31 March 2023: 10%).

Annualised volatility is computed using the high and low market price of the Company''s share over the one year period prior to the date of grant. It is assumed that employees would exercise the options immediately on vesting. The historical volatility of the Company''s share price is higher than the volatility considered above. However, the Company expects the volatility of its share price to reduce as it matures.

37 Employee benefits

General description of defined benefit plans

(i) Defined contribution plan - Provident Fund

The Company makes Provident Fund contribution for qualifying employees. Under the plan, the Company is required to contribute a specified percentage of the payroll costs to fund the benefits. The Company has recognised ''614.16 lakhs (31 March 2023: ''551.13 lakhs) towards provident fund contribution in the statement of profit and loss. The contribution payable to the plan by the Company are at the rates specified in the rules of the scheme.

(ii) Defined benefit plan - Gratuity

The Company provides gratuity benefit to its employees (included as part of ''Contribution to provident and other funds'' in Note 30 Employee benefits expense), which is funded with Life Insurance Corporation of India.

38 Leases As a lessee

The Company''s lease asset classes primarily consist of leases for office premises. The Company assesses whether a contract contains a lease, at inception of a contract. To assess whether a contract conveys the right to control the use of an identified asset, the Company assesses whether: (i) the contract involves the use of an identified asset (ii) the Company has substantially all of the economic benefits from use of the asset through the period of the lease and (iii) the Company has the right to direct the use of the asset.

At the date of commencement of the lease, the Company recognizes a right-of-use asset (“ROU”) and a corresponding lease liability for all lease arrangements in which it is a lessee, except for leases with a term of twelve months or less (short-term leases). For these short term leases, the Company recognises lease payments as an operating expense.

The right-of-use assets are initially recognized at cost, which comprises the initial amount of the lease liability. They are subsequently measured at cost less accumulated depreciation. Right-of-use assets are depreciated from the commencement date on a straight-line basis over the lease term.

The lease liability is initially measured at amortized cost at the present value of the future lease payments. The lease payments are discounted using the incremental borrowing rate of the company.

39 Operating segments

The Group''s Chief Operating Decision Maker (CODM) examines the performance both from a service perspective and geography perspective and has identified the reportable segments and the Company''s Managing Director is the CODM. There is no separate reportable segment as per Ind AS 108 on ''Operating Segments'' in respect of the Company. The Company''s operations predominantly relate to one segment, viz., broking and financial services. The entire operations are organised and managed as one organisational unit with same set of risks and returns. Hence, same is considered as a single primary segment. Besides, the Company''s operations are located only in India and hence, separate secondary geographical segment information is not disclosed.

The Company is not reliant on revenues from transactions with any single external customer and does not receive 10% or more of Company''s total revenue from transactions with any single external customer for the year ended 31 March 2024 and 31 March 2023.

41 Financial instruments

A. Accounting classification

Refer to financial instruments by category table below for the disclosure on carrying value and fair value on financial assets and liabilities. For financial assets and liabilities maturing within one year from the balance sheet date and which are not carried at fair value, the carrying amounts approximate fair value due to the short maturity of these instruments.

B. Measurement of fair value

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction in the principal (or most advantageous) market at the measurement date under current market conditions (i.e. an exit price), regardless of whether that price is directly observable or estimated using a valuation technique.

The investments included in Level 1 of fair value hierarchy have been valued using quoted prices for instruments in an active market. The investments included in Level 2 of fair value hierarchy have been valued using valuation techniques based on observable market data. The investment included in Level 3 of fair value hierarchy have been valued using the income approach and break-up value to arrive at their fair value. There is no movement from between Level 1, Level 2 and Level 3. There is no change in inputs used for measuring Level 3 fair value.

Valuation technique used to determine fair value

Specific value techniques used to value financial instruments include:

- the use of quoted market prices for listed instruments

- the fair value of forward foreign exchange contracts is determined using forward exchange rates at the balance sheet date.

- the fair value of remaining financial instruments is determined using market comparables, discounted cash flow analysis.

C. Financial assets and liabilities subject to offsetting, netting arrangements

Exchange settlement obligations (disclosed as a part of other financial assets and liabilities) are subject to netting as the Company intends to settle it on a net basis. The table below presents the gross balances of asset and liability.

D. Financial risk management

The Company has exposure to the following risk arising from financial instruments:

a) Credit risk

b) Liquidity risk

c) Market risk

Risk management framework

The Company has established a comprehensive system for risk management and internal controls for all its businesses to manage the risks that it is exposed to. The objective of its risk management framework

is to ensure that various risks are identified, measured and mitigated and also that policies, procedures and standards are established to address these risks and ensure a systematic response in the case of crystallisation of such risks.

The Company has established various policies with respect to such risks which set forth limits, mitigation strategies and internal controls to be implemented by the three lines of defence approach provided below. The Board oversees the Company''s risk management and has constituted a Risk Management Committee, which frames and reviews risk management processes and controls.

The risk management system features a “three lines of defence” approach:

1. The first line of defence comprises its operational departments, which assume primary responsibility for their own risks and operate within the limits stipulated in various policies approved by the Board or by committees constituted by the Board.

2. The second line of defence comprises specialised departments such as risk management, Internal Permanent Control and compliance. They employ specialised methods to identify and assess risks faced by the operational departments and provide them with specialised risk management tools and methods, facilitate and monitor the implementation of effective risk management practices, develop monitoring tools for risk management, internal control and compliance, report risk related information and promote the adoption of appropriate risk prevention measures.

3. The third line of defence comprises the internal audit department and external audit functions. They monitor and conduct periodic evaluations of the risk management, internal control and compliance activities to ensure the adequacy of risk controls and appropriate risk governance, and provide the Board with comprehensive feedback.

a) Credit risk:

It is risk of financial loss that the Company will incur a loss because its customer and counterparty to financial instruments fails to meet its contractual obligation.

The Company''s financial assets comprise of Cash and bank balance, Trade receivables, Loans, Investments and Other financial assets which comprise mainly of deposits.

The maximum exposure to credit risk at the reporting date is primarily from Company''s trade receivable and loans.

Trade receivables, loans and other financial assets:

The Company has followed simplified approach for measurement of expected credit loss in case of receivables and loans. At each reporting date, the Company assesses whether financial assets carried at amortised cost are credit impaired. A financial asset is ''credit impaired'' when one or more events that have a detrimental impact on the estimated future cash flows of the financial asset have occurred. Loss allowances for trade receivables are always measured at an amount equal to lifetime expected credit losses. Lifetime expected credit losses are the expected credit losses that result from all possible default events over the expected life of a financial instrument. The maximum period considered when estimating expected credit losses is the maximum contractual period over which the Company is exposed to credit risk. Based on the industry practices and business environment in which the entity operates, management considers that the trade receivables and loans are in default based on the due dates of the respective financial assets.

The Company applies the Ind AS 109 simplified approach to measure expected credit losses which uses a lifetime expected loss allowance (ECL) for all trade receivables. The application of simplified approach does not require the Group to track changes in credit risk. Rather, it recognises impairment loss allowance based on lifetime ECLs at each reporting date, right from its initial recognition.

To measure the expected credit losses, trade receivables have been grouped based on shared credit risk characteristics as follows:

- Receivable from Brokerage (Secured by collaterals mainly in form of Securities of listed Group)

- Receivable from Depository (Secured by collaterals mainly in form of Securities of listed Group)

- Other receivables

Receivable from brokerage

Trade receivable of the company are of short duration with credit period ranging up to maximum 30 days. The Company has computed expected credit loss where there is significant delay in collection by grouping under various aging categories and based on historical data of probability of default is applied to arrive at ECL. For receivables aged over 90 days, probability of default is 100% and 100% ECL provision is made.

Receivable from depository

Depository receivables are secured by collaterals in the form of securities. Based on historical data, probability of default for various categories based on a matrix of collateral coverage and ageing is determined.

Other receivables

The Company has computed expected credit loss where there is significant delay in collection by grouping under various aging categories and based on historical data of probability of default is applied to arrive at ECL.

Collaterals held

The Company holds collateral and other credit enhancements against certain of its credit exposures. The following tables sets out the principal types of collateral held against different types of financial assets.

Other financial assets considered to have a low credit risk:

Credit risk on cash and cash equivalents is limited as we generally invest in deposits with banks with high credit ratings assigned by international and domestic credit rating agencies. Other financial assets include deposits for assets acquired on lease and with qualified clearing counterparties and exchanges as per the prescribed statutory limits.

Investments comprise of equity investments in subsidiaries, joint venture and associate, debt mutual funds which are market tradeable.

b) Liquidity risk

Liquidity represents the ability of the Company to generate sufficient cash flow to meet its financial obligations on time, both in normal and in stressed conditions, without having to liquidate assets or raise funds at unfavourable terms thus compromising its earnings and capital.

Liquidity risk is the risk that the Company may not be able to generate sufficient cash flow at reasonable cost to meet expected and/or unexpected claims. It arises in the funding of lending, trading and investment activities and in the management of trading positions.

The Company aims to maintain the level of its cash and cash equivalents and other highly marketable investments at an amount in excess of expected cash outflow on financial liabilities.

Funds required for short period is taken care by borrowings utilising overdraft facility from bank.

The table below summarises the maturity profile of the undiscounted cash flows of the Company''s financial assets and liabilities as at 31 March 2024

c) Market risk

Market risk arises when movements in market factors (foreign exchange rates, interest rates credit spreads and equity prices) impact the Company''s income or the market value of its portfolios. The Company, in its course of business is exposed to market risk due to change in equity prices, interest rates and foreign exchange rates. The objective of market risk management is to maintain an acceptable level of market risk exposure while aiming to maximise returns. The Company classifies exposures to market risk into either trading or non-trading portfolios. Both the portfolios are managed using the following sensitivity analysis:

i) Equity price risk

ii) Interest rate risk

iii) Currency risk

i) Equity price risk

The Company does not have proprietory trading positions in equity. In respect of the client positions, the risk is managed through risk based margin requirements and hence the Company do not envisage a substantial equity price risk.

ii) Interest rate risk

The Company''s exposure to interest rate risks arises primarily due to the short term investments in debt mutual funds.

The non-traded financial assets and liabilities are fixed rate instruments and are valued at amortised cost. Any shifts in yield curve will not impact their carrying amount and will therefore not have any impact on the Company''s statement of profit and loss.

iii) Foreign exchange risk / Currency risk

The financial risks arising to the Company include foreign exchange risk.

The following table details the Company''s sensitivity to a 1% increase and decrease in the rupee against relevant foreign currencies. The sensitivity analysis includes only foreign currency denominated monetary items and adjusts their translation at the year end for a 1% change in foreign currency rates, with all other variables held constant.

43 The Company proposes to transfer its securities broking business and its related activities carried on by the Company as a ''going concern'' on ''slump sale'' basis to Geojit Investments Limited, its wholly owned subsidiary, to comply fully with the applicable regulations. The Board of Directors of the Company had approved the proposed business transfer in its meeting held on 28 July 2023, subsequently approved by the shareholders of the Company on 4 October 2023. In continuation to the approval received from Shareholders and the Board of Directors, applications for prior approval for the transfer of business was submitted and the Company has received prior approval/ NOC from the stock exchanges. The Company is in the process of obtaining the new Stockbroker Registration for the subsidiary.

44 Revenue from contracts with customers

The Company is engaged in the business of retail and institutional broking and distribution of financial products. In accordance with Ind AS 115, Revenue from Contracts with Customers, the revenue is accounted in the following manner for each head:

a) Brokerage income:

The Company provides trade execution and settlement services to the customers in retail and institutional segment. There is only one performance obligation of execution of the trade and settlement of the transaction which is satisfied at a point in time. The brokerage charged is the transaction price and is recognised as revenue on trade date basis. Related receivables are generally recovered in a period of 1 day as per the settlement cycle.

b) Distribution of financial products:

The Company distributes various financial products and other services to the customers on behalf of third party i.e. the Company acts as an intermediary for distribution of financial products and services. The Company executes contracts with the Principal, viz AMC''s, Mutual Funds, Bank, Insurance Company etc. to procure customers for its products. As a consideration, the Company earns commission income from the third parties for the distribution of their financial products. The commission is accounted net of claw back if any, due to non-fulfilment of contract by the customer with the principal. The customer obtains control of the service on the date when customer enters into a contract with principal and hence subscription or contract date is considered as the point in time when the performance obligation has been satisfied.

c) Depository and portfolio management services

I ncome from depository services, penal charges and portfolio management services are recognised on the basis of agreements entered into with clients and when the right to receive the income is established. It is recognised at the point in time for transaction charges and others are recognised over the period of service as applicable.

d) Interest income

I nterest income is recognised using the effective interest rate method. Interest income from margin funding business is recognised on loans given to clients on time proportion basis over a period of time.

I n case of annual maintenance charges (AMC) of depository, the customer has the option of paying in advance. In such cases, contract liability relates to payments received in advance of performance under the contract. Contract liabilities are recognized as revenue on completing the performance obligation.

45 Additional regulatory information pursuant to the requirement in Division III of Schedule III to the

Companies Act, 2013

i) The Company does not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property.

ii) The Company does not have any transactions with struck off companies.

iii) The Company has not revalued its property, plant and equipment (including right-of-use assets) or intangible assets or both during the current or previous year.

iv) The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.

v) The Company has not any such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961)

vi) None of the entities in the Company have been declared wilful defaulter by any bank or financial institution or government or any government authority.

vii) The Company has complied with the number of layers prescribed under the Companies Act, 2013.

viii) The Company has not entered into any scheme of arrangement which has an accounting impact on current or previous financial year.

ix) The ratios as specified in the new amendments under clause B (VI)(xiv) of “Division III of Schedule III” under “Part I - Balance Sheet - General Instructions for preparation of Balance Sheet” are not applicable to the Company as the Company is primarily into stock broking business.

x) The Company has not obtained any term loans during the year.

46 a) No funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other persons or entities, including foreign entities (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

b) No funds have been received by the Company from any persons or entities, including foreign entities (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the Company shall, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

---

Mar 31, 2023

Investment property comprises of the following:

The Company''s corporate building located at 34/659-P, Civil Line Road, Padivattom, Kochi - 682024, is partly used for own purpose and partly let out to subsidiary companies for earning rentals.

Measurement of fair value

(i) Fair valuation hierarchy

The fair value of investment property has been determined by a registered valuer as defined under rule 2 of Companies (Registered Valuers and Valuation) Rules, 2017.

The fair value measurement of the investment property has been categorised as Level 3 fair value based on inputs to the fair value technique used.

(ii) Valuation techniques used and key inputs to valuation on investment property

For the purpose of valuation, the primary valuation methodology used is the replacement cost model adjusted for depreciation.

The Company has also availed credit facilities secured by trade receivables, loans and immovable property which have not been utilised as at the year end.

The Company has complied with the requirement of filing of quarterly returns or statements of trade receivables with the bank or financial institutions, wherever applicable, and these returns were in agreement with the books of accounts for the quarters during the year ended 31 March 2023 and year ended 31 March 2022.

(d) Rights, preferences and restrictions in respect of equity shares issued by the Company

The company has only one class of equity shares having a par value of '' 1 each. The equity shares of the company having par value of '' 1 /- rank pari-passu in all respects including voting rights and entitlement to dividend. The dividend proposed if any, by the Board of Directors, is subject to the approval of the shareholders in the ensuing Annual General Meeting.

I n the event of liquidation of the Company, the holders of the equity shares will be entitled to receive the remaining assets of the Company, after settling the dues of preferential and other creditors as per priority. The distribution will be in proportion to the number of equity shares held by the shareholders.

(e) As at 31 March 2023, 305,913 equity shares (31 March 2022: 1,242,224 equity shares) of '' 1/- each are reserved towards outstanding employee stock options granted. (Refer note 35)

(f) There are no shares allotted as fully paid up by way of bonus shares or allotted as fully paid up pursuant to contract without payment being received in cash, or bought back during the period of five years immediately preceding the reporting date.

(g) Capital management:

The Company''s objective for capital management is to maximise shareholder value, safeguard business continuity and support the growth of the Company. The Company determines the capital requirement based on annual operating plans and long-term and other strategic investment plans. The funding requirements are met through equity, operating cash flows generated and short term debt. The Company is not subject to any externally imposed capital requirements.

20 Other equity

Description of the nature and purpose of other equity:

Share application money pending allotment

The share application money was received pursuant to the exercise of options granted to employees under the employee stock option plans. The Company has sufficient authorised share capital to cover the allotment of these shares. Pending allotment of shares, the amounts are maintained in a designated bank account and are not available for use by the Company.

Securities premium reserve

Securities premium reserve is used to record the premium on issue of shares. The reserve can be utilised only for limited purposes such as issuance of bonus shares in accordance with the provisions of the Companies Act, 2013.

General reserve

General reserve is created through annual transfer of profits at a specified percentage in accordance with applicable regulations under the erstwhile Companies Act, 1956. The purpose of these transfers was to ensure that if a dividend distribution in a given year is more than 10% of the paid up capital of the Company for that year, then the total dividend distribution is less than the total distributable profits for that year. Consequent to introduction of the Companies Act, 2013, the requirement to mandatorily transfer specified percentage of net profits to General reserve has been withdrawn. However, the amount previously transferred to the General reserve can be utilised only in accordance with the specific requirements of the Companies Act, 2013.

Share options outstanding account

The employee stock options outstanding represents amount of reserve created by recognition of compensation cost at grant date fair value on stock options vested but not exercised by employees and unvested stock options in the Statement of profit and loss in respect of equity-settled share options granted to the eligible employees of the Company and its subsidiaries in pursuance of the Employee Stock Option Plan.

Other comprehensive income

Other comprehensive income (OCI) comprises of actuarial gains and losses that are recognised in other comprehensive income.

Retained earnings

Retained earnings or accumulated surplus represents total of all profits retained since Company''s inception. Retained earnings are credited with current year profits, reduced by losses, if any, dividend pay-outs, transfers to General reserve or any such other appropriations to specific reserves.

Details of dividends proposed

The Board of Directors at its meeting held on 28 April 2023 has recommended a final dividend of '' 1.50/- per equity share of face value '' 1/- each for the financial year ended 31 March 2023 (31 March 2022: '' 3/- per equity share). The payment is subject to the approval of the shareholders in the ensuing Annual General Meeting of the Company.

32 Contingent liabilities and commitments (to the extent not provided for) i) Contingent liabilities (All amounts in Indian Rupees lakhs)
Particulars	As at 31 March 2023	As at 31 March 2022
(a) Claims against the company not acknowledged as debts :
Legal suits filed against the company / matters under arbitration	118.94	142.91
Income tax demands, pending in appeal (Refer note below)	135.30	291.92
Show cause notices from service tax department for which the Company has filed replies (Refer note below)	11.01	1.72
Service tax demands, pending in appeal (Refer note below)	84.06	71.26
Goods and services tax demands, pending in appeal (Refer note below)	304.92	-
(b) Guarantees given by the company	15.68	15.68

Note: Future cash outflows in respect of the above matters are determinable only on receipt of judgments / decisions pending at various forums / authorities.

Direct tax matters

The Company has ongoing disputes with Income Tax authorities in India. The disputes relate to tax treatment of certain expenses claimed as deductions, computation or eligibility of tax incentives or allowances, and characterisation of fees for services received. As at 31 March 2023, the Company has contingent liability of '' 135.30 lakhs (31 March 2022: '' 291.92 lakhs) in respect of tax demands for assessment years between 2003-04 to 2021-22 which are being contested by the Company based on the management evaluation and advice of tax consultants.

The Company periodically receives notices and inquiries from income tax authorities related to the Company''s operations in the jurisdictions it operates in. Management has evaluated these notices and inquiries and has concluded that the position taken by it on the above matters is tenable and hence no adjustments have been made in the financial statements.

Indirect tax matters

The Company has ongoing disputes with Indirect tax authorities mainly relating to treatment of characterisation and classification of certain items. As at 31 March 2023, the Company has demands and show cause notices amounting to '' 399.99 lakhs (31 March 2022: '' 72.98 lakhs) from various indirect tax authorities which are being contested by the Company based on the management evaluation and advice of tax consultants.

ii) Commitments (All amounts in Indian Rupees lakhs)
Particulars	As at 31 March 2023	As at 31 March 2022
Estimated amount of contracts remaining to be executed on capital account and not provided for:
Property, plant and equipment	80.64	173.04
Intangible assets	177.75	640.81

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

(B) Accounting of employee share based compensation cost:

The Company has adopted ''fair value method'' for accounting employee share based compensation cost. Under the fair value method, fair value of options are expensed on straight-line basis over the vesting period as employee share based compensation cost. The expected forfeiture rate per annum is 10% for all ESOP schemes (31 March 2022: 10%).

Annualised volatility is computed using the high and low market price of the Company''s share over the one year period prior to the date of grant. It is assumed that employees would exercise the options immediately on vesting. The historical volatility of the Company''s share price is higher than the volatility considered above. However, the Company expects the volatility of its share price to reduce as it matures.

36 Employee benefits

General description of defined benefit plans

(i) Defined contribution plan - Provident Fund

The Company makes Provident Fund contribution for qualifying employees. Under the plan, the Company is required to contribute a specified percentage of the payroll costs to fund the benefits. The Company has recognised '' 551.13 lakhs (31 March 2022: '' 495.61 lakhs) towards provident fund contribution in the statement of profit and loss. The contribution payable to the plan by the Company are at the rates specified in the rules of the scheme.

(ii) Defined benefit plan - Gratuity

The Company provides gratuity benefit to its employees (included as part of ''Contribution to provident and other funds'' in Note 29 Employee benefits expense), which is funded with Life Insurance Corporation of India.

37 Leases As a lessee

The Company''s lease asset classes primarily consist of leases for office premises. The Company assesses whether a contract contains a lease, at inception of a contract. To assess whether a contract conveys the right to control the use of an identified asset, the Company assesses whether: (i) the contract involves the use of an identified asset (ii) the Company has substantially all of the economic benefits from use of the asset through the period of the lease and (iii) the Company has the right to direct the use of the asset.

At the date of commencement of the lease, the Company recognizes a right-of-use asset (“ROU”) and a corresponding lease liability for all lease arrangements in which it is a lessee, except for leases with a term of twelve months or less (short-term leases). For these short term leases, the Company recognises lease payments as an operating expense.

The right-of-use assets are initially recognized at cost, which comprises the initial amount of the lease liability. They are subsequently measured at cost less accumulated depreciation. Right-of-use assets are depreciated from the commencement date on a straight-line basis over the lease term.

The lease liability is initially measured at amortized cost at the present value of the future lease payments. The lease payments are discounted using the incremental borrowing rate of the company.

38 Operating segments

There is no separate reportable segment as per Ind AS 108 on ''Operating Segments'' in respect of the Company. The Company''s operations predominantly relate to one segment, viz., broking and financial services. The entire operations are organised and managed as one organisational unit with same set of risks and returns. Hence, same is considered as a single primary segment. Besides, the Company''s operations are located only in India and hence, separate secondary geographical segment information is not disclosed.

The Company is not reliant on revenues from transactions with any single external customer and does not receive 10% or more of Company''s total revenue from transactions with any single external customer for the year ended 31 March 2023 and 31 March 2022.

40 Financial instruments

A. Accounting classification

Refer to financial instruments by category table below for the disclosure on carrying value and fair value on financial assets and liabilities. For financial assets and liabilities maturing within one year from the balance sheet date and which are not carried at fair value, the carrying amounts approximate fair value due to the short maturity of these instruments.

B. Measurement of fair value

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction in the principal (or most advantageous) market at the measurement date under current market conditions (i.e. an exit price), regardless of whether that price is directly observable or estimated using a valuation technique.

The investments included in Level 1 of fair value hierarchy have been valued using quoted prices for instruments in an active market. The investments included in Level 2 of fair value hierarchy have been valued using valuation techniques based on observable market data.The investment included in Level 3 of fair value hierarchy have been valued using the income approach and break-up value to arrive at their fair value. There is no movement from between Level 1, Level 2 and Level 3. There is no change in inputs used for measuring Level 3 fair value.

C. Financial assets and liabilities subject to offsetting, netting arrangements

Exchange settlement obligations (disclosed as a part of other financial assets and liabilities) are subject to netting as the Company intends to settle it on a net basis. The table below presents the gross balances of asset and liability.

D. Financial risk management

The Company has exposure to the following risk arising from financial instruments:

a) Credit risk

b) Liquidity risk

c) Market risk

Risk management framework

The Company has established a comprehensive system for risk management and internal controls for all its businesses to manage the risks that it is exposed to. The objective of its risk management framework is to ensure that various risks are identified, measured and mitigated and also that policies, procedures and standards are established to address these risks and ensure a systematic response in the case of crystallisation of such risks.

The Company has established various policies with respect to such risks which set forth limits, mitigation strategies and internal controls to be implemented by the three lines of defence approach provided below. The Board oversees the Company''s risk management and has constituted a Risk Management Committee, which frames and reviews risk management processes and controls.

The risk management system features a “three lines of defence” approach:

1. The first line of defence comprises its operational departments, which assume primary responsibility for their own risks and operate within the limits stipulated in various policies approved by the Board or by committees constituted by the Board.

2. The second line of defence comprises specialised departments such as risk management, Internal Permanent Control and compliance. They employ specialised methods to identify and assess risks faced by the operational departments and provide them with specialised risk management tools and methods, facilitate and monitor the implementation of effective risk management practices, develop monitoring tools for risk management, internal control and compliance, report risk related information and promote the adoption of appropriate risk prevention measures.

3. The third line of defence comprises the internal audit department and external audit functions. They monitor and conduct periodic evaluations of the risk management, internal control and compliance activities to ensure the adequacy of risk controls and appropriate risk governance, and provide the Board with comprehensive feedback.

a) Credit risk:

It is risk of financial loss that the Company will incur a loss because its customer and counterparty to financial instruments fails to meet its contractual obligation.

The Company''s financial assets comprise of Cash and bank balance, Trade receivables, Loans, Investments and Other financial assets which comprise mainly of deposits.

The maximum exposure to credit risk at the reporting date is primarily from Company''s trade receivable and loans.

Trade receivables and loans:

The Company has followed simplified approach for measurement of expected credit loss in case of receivables and loans. At each reporting date, the Company assesses whether financial assets carried at amortised cost are credit impaired. A financial asset is ''credit impaired'' when one or more events that have a detrimental impact on the estimated future cash flows of the financial asset have occurred. Loss allowances for trade receivables are always measured at an amount equal to lifetime expected credit losses. Lifetime expected credit losses are the expected credit losses that result from all possible default events over the expected life of a financial instrument. The maximum period considered when estimating expected credit losses is the maximum contractual period over which the Company is exposed to credit risk. Based on the industry practices and business environment in which the entity operates, management considers that the trade receivables and loans are in default based on the due dates of the respective financial assets.

The Company applies the Ind AS 109 simplified approach to measure expected credit losses which uses a lifetime expected loss allowance (ECL) for all trade receivables. The application of simplified approach does not require the Group to track changes in credit risk. Rather, it recognises impairment loss allowance based on lifetime ECLs at each reporting date, right from its initial recognition.

To measure the expected credit losses, trade receivables have been grouped based on shared credit risk characteristics as follows:

- Receivable from Brokerage (Secured by collaterals mainly in form of Securities of listed Group)

- Receivable from Depository (Secured by collaterals mainly in form of Securities of listed Group)

- Other receivables Receivable from brokerage

Trade receivable of the company are of short duration with credit period ranging up to maximum 30 days. The Company has computed expected credit loss where there is significant delay in collection by grouping under various aging categories and based on historical data of probability of Default is applied to arrive at ECL. For receivables aged over 90 days, probability of default is 100% and 100% ECL provision is made.

Other financial assets considered to have a low credit risk:

Credit risk on cash and cash equivalents is limited as we generally invest in deposits with banks with high credit ratings assigned by international and domestic credit rating agencies. Investments comprise of equity investments in subsidiaries, joint venture and associate, debt mutual funds which are market tradeable. Other financial assets include deposits for assets acquired on lease and with qualified clearing counterparties and exchanges as per the prescribed statutory limits.

b) Liquidity risk

Liquidity represents the ability of the Company to generate sufficient cash flow to meet its financial obligations on time, both in normal and in stressed conditions, without having to liquidate assets or raise funds at unfavourable terms thus compromising its earnings and capital.

Liquidity risk is the risk that the Company may not be able to generate sufficient cash flow at reasonable cost to meet expected and/or unexpected claims. It arises in the funding of lending, trading and investment activities and in the management of trading positions.

The Company aims to maintain the level of its cash and cash equivalents and other highly marketable investments at an amount in excess of expected cash outflow on financial liabilities.

Funds required for short period is taken care by borrowings utilising overdraft facility from bank.

T he table below summarises the maturity profile of the undiscounted cash flows of the Company''s financial assets and liabilities as at 31 March 2023

c) Market risk

Market risk arises when movements in market factors (foreign exchange rates, interest rates credit spreads and equity prices) impact the Company''s income or the market value of its portfolios. The Company, in its course of business is exposed to market risk due to change in equity prices, interest rates and foreign exchange rates. The objective of market risk management is to maintain an acceptable level of market risk exposure while aiming to maximise returns. The Company classifies exposures to market risk into either trading or non-trading portfolios. Both the portfolios are managed using the following sensitivity analysis:

i) Equity price risk

ii) Interest rate risk

iii) Currency risk

i) Equity price risk

The Company does not have proprietory trading positions in equity. In respect of the client positions, the risk is managed through risk based margin requirements and hence the Company do not envisage a substantial equity price risk.

ii) Interest rate risk

The Company''s exposure to interest rate risks arises primarily due to the short term investments in debt mutual funds.

An increase of 5 percent in net assets value (NAV) would increase profit before tax by approximately '' Nil (31 March 2022 : '' 3.03 lakhs). A similar percentage decrease would have resulted in equivalent opposite impact.

The non-traded financial assets and liabilities are fixed rate instruments and are valued at amortised cost. Any shifts in yield curve will not impact their carrying amount and will therefore not have any impact on the Company''s statement of profit and loss.

iii) Foreign exchange risk / Currency risk

The financial risks arising to the Company include foreign exchange risk.

The following table details the Company''s sensitivity to a 1% increase and decrease in the rupee against relevant foreign currencies. The sensitivity analysis includes only foreign currency denominated monetary items and adjusts their translation at the year end for a 1% change in foreign currency rates, with all other variables held constant.

42 During the year ended 31 March 2022, the Company and erstwhile Geojit Investment Services Limited was merged in accordance with the Scheme of Amalgamation approved by the National Company Law Tribunal (''NCLT'') vide its order dated 16 March 2022 and corrected order dated 12 April 2022. The Company has filed the certified copy with Registrar of Companies, Ernakulam (Kerala) on 26 April 2022. The appointed date as per the NCLT approved scheme is 1 April 2016.

43 Revenue from contracts with customers

The Company is engaged in the business of retail and institutional broking and distribution of financial products. In accordance with Ind AS 115, Revenue from Contracts with Customers, the revenue is accounted in the following manner for each head:

a) Brokerage income:

The Company provides trade execution and settlement services to the customers in retail and institutional segment. There is only one performance obligation of execution of the trade and settlement of the transaction which is satisfied at a point in time. The brokerage charged is the transaction price and is recognised as revenue on trade date basis. Related receivables are generally recovered in a period of 1 day as per the settlement cycle.

b) Distribution of financial products:

The Company distributes various financial products and other services to the customers on behalf of third party i.e. the Company acts as an intermediary for distribution of financial products and services. The Company executes contracts with the Principal, viz AMC''s, Mutual Funds, Bank, Insurance Company etc. to procure customers for its products. As a consideration, the Company earns commission income from the third parties for the distribution of their financial products. The commission is accounted net of claw back if any, due to non-fulfilment of contract by the customer with the principal. The customer obtains control of the service on the date when customer enters into a contract with principal and hence subscription or contract date is considered as the point in time when the performance obligation has been satisfied.

c) Depository and portfolio management services

I ncome from depository services, penal charges and portfolio management services are recognised on the basis of agreements entered into with clients and when the right to receive the income is established. It is recognised at the point in time for transaction charges and others are recognised over the period of service as applicable.

d) Interest income

Interest income is recognised using the effective interest rate method. Interest income from margin funding business is recognised on loans given to clients on time proportion basis over a period of time.

I n case of annual maintenance charges (AMC) of depository, the customer has the option of paying in advance. In such cases, contract liability relates to payments received in advance of performance under the contract. Contract liabilities are recognized as revenue on completing the performance obligation.

Revenue recognised in the reporting period that was included in the contract liability balance at the beginning of the period and the movement thereof: -

44 Additional regulatory information pursuant to the requirement in Division III of Schedule III to the

Companies Act, 2013

i) The Company does not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property.

ii) The Company does not have any transactions with companies struck off.

iii) The Company has not revalued its property, plant and equipment (including right-of-use assets) or intangible assets or both during the current or previous year.

iv) The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.

v) The Company has not any such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961)

vi) None of the entities in the Company have been declared wilful defaulter by any bank or financial institution or government or any government authority.

vii) The Company has complied with the number of layers prescribed under the Companies Act, 2013.

viii) The Company has not entered into any scheme of arrangement which has an accounting impact on current or previous financial year.

ix) The ratios as specified in the new amendments under clause B (VI)(xiv) of “Division III of Schedule III” under “Part I - Balance Sheet - General Instructions for preparation of Balance Sheet” are not applicable to the Company as the Company is primarily into stock broking business.

45 a) No funds have been advanced or loaned or invested (either from borrowed funds or share premium or any

other sources or kind of funds) by the Company to or in any other persons or entities, including foreign entities (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

b) No funds have been received by the Company from any persons or entities, including foreign entities (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the Company shall, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

The notes referred to above form an integral part of the standalone financial statements

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Mar 31, 2022

C Investment property comprises of the following:

The Company''s corporate building located at 34/659-P, Civil Line Road, Padivattom, Kochi - 682024, is partly used for own purpose and partly let out to subsidiary companies for earning rentals.

D Measurement of fair value

(i) Fair valuation hierarchy

The fair value of investment property has been determined by a registered valuer as defined under rule 2 of Companies (Registered Valuers and Valuation) Rules, 2017.

The fair value measurement of the investment property has been categorised as Level 3 fair value based on inputs to the fair value technique used.

(ii) Valuation techniques used and key inputs to valuation on investment property

For the purpose of valuation, the primary valuation methodology used is the replacement cost model adjusted for depreciation.

18 Equity share capital (contd.)

(d) Rights, preferences and restrictions in respect of equity shares issued by the Company

The company has only one class of equity shares having a par value of '' 1 each. The equity shares of the company having par value of '' 1 /- rank pari-passu in all respects including voting rights and entitlement to dividend. The dividend proposed if any, by the Board of Directors, is subject to the approval of the shareholders in the ensuing Annual General Meeting.

In the event of liquidation of the Company, the holders of the equity shares will be entitled to receive the remaning assets of the Company, after settling the dues of preferential and other creditors as per priority. The distribution will be in proportion to the number of equity shares held by the shareholders.

(e) As at 31 March 2022, 1,242,224 equity shares (31 March 2021: 2,681,501 equity shares) of '' 1/- each are reserved towards outstanding employee stock options granted. (Refer note 34)

(f) There are no shares allotted as fully paid up by way of bonus shares or allotted as fully paid up pursuant to contract without payment being received in cash, or bought back during the period of five years immediately preceding the reporting date.

(g) Capital management:

The Company''s objective for capital management is to maximise shareholder value, safeguard business continuity and support the growth of the Company. The Company determines the capital requirement based on annual operating plans and long-term and other strategic investment plans. The funding requirements are met through equity, operating cash flows generated and short term debt. The Company is not subject to any externally imposed capital requirements.

19 Other equity

Description of the nature and purpose of other equity:

Share application money pending allotment

The share application money was received pursuant to the exercise of options granted to employees under the employee stock option plans. The Company has sufficient authorised share capital to cover the allotment of these shares. Pending allotment of shares, the amounts are maintained in a designated bank account and are not available for use by the Company.

Securities premium reserve

Securities premium reserve is used to record the premium on issue of shares. The reserve can be utilised only for limited purposes such as issuance of bonus shares in accordance with the provisions of the Companies Act, 2013.

General reserve

General reserve is created through annual transfer of profits at a specified percentage in accordance with applicable regulations under the erstwhile Companies Act, 1956. The purpose of these transfers was to ensure that if a dividend distribution in a given year is more than 10% of the paid up capital of the Company for that year, then the total dividend distribution is less than the total distributable profits for that year. Consequent to introduction of the Companies Act, 2013, the requirement to mandatorily transfer specified percentage of net profits to General reserve has been withdrawn. However, the amount previously transferred to the General reserve can be utilised only in accordance with the specific requirements of the Companies Act, 2013.

Share options outstanding account

The employee stock options outstanding represents amount of reserve created by recognition of compensation cost at grant date fair value on stock options vested but not exercised by employees and unvested stock options in the Statement of profit and loss in respect of equity-settled share options granted to the eligible employees of the Company and its subsidiaries in pursuance of the Employee Stock Option Plan.

19 Other equity (contd.)

Description of the nature and purpose of other equity: (contd.)

Other comprehensive income

Other comprehensive income (OCI)comprises of actuarial gains and losses that are recognised in other comprehensive income.

Retained earnings

Retained earnings or accumulated surplus represents total of all profits retained since Company''s inception. Retained earnings are credited with current year profits, reduced by losses, if any, dividend pay-outs, transfers to General reserve or any such other appropriations to specific reserves.

Details of dividends proposed

The Board of Directors has declared an interim dividend of '' Nil for the year ended 31 March 2022 (31 March 2021: '' 1.50/- per equity share)

The Board of Directors at its meeting held on 29 April 2022 has recommended a final dividend of '' 3/- per equity share of face value '' 1/- each for the financial year ended 31 March 2022 (31 March 2021: '' 2/- per equity share). The payment is subject to the approval of the shareholders in the ensuing Annual General Meeting of the Company.

31 Contingent liabilities and commitments (to the extent not provided for) i) Contingent liabilities (All amounts in Indian Rupees lakhs)
Particulars	As at 31 March 2022	As at 31 March 2021
(a) Claims against the company not acknowledged as debts :
Legal suits filed against the company / matters under arbitration	142.91	125.17
Income tax demands, pending in appeal (Refer note below)	291.92	180.18
Show cause notices from service tax department for which the Company has filed replies (Refer note below)	1.72	1.72
Service tax demands, pending in appeal (Refer note below)	71.26	77.07
(b) Guarantees given by the company	15.68	15.68

Note: Future cash outflows in respect of the above matters are determinable only on receipt of judgments / decisions pending at various forums / authorities.

Direct tax matters

The Company has ongoing disputes with Income Tax authorities in India. The disputes relate to tax treatment of certain expenses claimed as deductions, computation or eligibility of tax incentives or allowances, and characterisation of fees for services received. As at 31 March 2022, the Company has contingent liability of '' 291.92 lakhs (31 March 2021: '' 180.18 lakhs) in respect of tax demands for assessment years between 2003-04 to 2020-21 which are being contested by the Company based on the management evaluation and advice of tax consultants.

The Company periodically receives notices and inquiries from income tax authorities related to the Company''s operations in the jurisdictions it operates in. Management has evaluated these notices and inquiries and has concluded that the position taken by it on the above matters is tenable and hence no adjustments have been made in the financial statements.

Indirect tax matters

The Company has ongoing disputes with Indirect tax authorities mainly relating to treatment of characterisation and classification of certain items. As at 31 March 2022, the Company has demands and show cause notices amounting to '' 72.98 lakhs (31 March 2021: '' 78.79 lakhs) from various indirect tax authorities which are being contested by the Company based on the management evaluation and advice of tax consultants.

ii) Commitments (All amounts in Indian Rupees lakhs)
Particulars	As at 31 March 2022	As at 31 March 2021
Estimated amount of contracts remaining to be executed on capital account and not provided for:
Property, plant and equipment	173.04	356.03
Intangible assets	640.81	507.74

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

33 Income taxes (contd.)

The Taxation Laws (Amendment) Ordinance, 2019, provide domestic companies a non-reversible option to pay corporate tax at concessional rate effective from 1 April 2019, subject to certain conditions. The Company has adopted the reduced rates during the year ended 31 March 2020.

34 Employee Stock Option Plans (contd..)

(B) Accounting of employee share based compensation cost:

The Company has adopted ''fair value method'' for accounting employee share based compensation cost. Under the fair value method, fair value of options are expensed on straight-line basis over the vesting period as employee share based compensation cost. The expected forfeiture rate per annum is 10% for all ESOP schemes (31 March 2021: 10%).

Annualised volatility is computed using the high and low market price of the Company''s share over the one year period prior to the date of grant. It is assumed that employees would exercise the options immediately on vesting. The historical volatility of the Company''s share price is higher than the volatility considered above. However, the Company expects the volatility of its share price to reduce as it matures.

35 Employee benefits

General description of defined benefit plans

(i) Defined contribution plan - Provident Fund

The Company makes Provident Fund contribution for qualifying employees. Under the plan, the Company is required to contribute a specified percentage of the payroll costs to fund the benefits. The Company has recognised '' 495.61 lakhs (31 March 2021: '' 437.08 lakhs) towards provident fund contribution in the statement of profit and loss. The contribution payable to the plan by the Company are at the rates specified in the rules of the scheme.

(ii) Defined benefit plan - Gratuity

The Company provides gratuity benefit to its employees (included as part of ''Contribution to provident and other funds'' in Note 28 Employee benefits expense), which is funded with Life Insurance Corporation of India.

The estimate of future salary increases, considered in actuarial valuation, considers inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market.

36 Leases As a lessee

The Company''s lease asset classes primarily consist of leases for office premises. The Company assesses whether a contract contains a lease, at inception of a contract. To assess whether a contract conveys the right to control the use of an identified asset, the Company assesses whether: (i) the contract involves the use of an identified asset (ii) the Company has substantially all of the economic benefits from use of the asset through the period of the lease and (iii) the Company has the right to direct the use of the asset.

At the date of commencement of the lease, the Company recognizes a right-of-use asset (“ROU”) and a corresponding lease liability for all lease arrangements in which it is a lessee, except for leases with a term of twelve months or less (short-term leases). For these short term leases, the Company recognises lease payments as an operating expense.

The right-of-use assets are initially recognized at cost, which comprises the initial amount of the lease liability. They are subsequently measured at cost less accumulated depreciation. Right-of-use assets are depreciated from the commencement date on a straight-line basis over the lease term.

The lease liability is initially measured at amortized cost at the present value of the future lease payments. The lease payments are discounted using the incremental borrowing rate of the company.

37 Operating segments and ratios

a) There is no separate reportable segment as per Ind AS 108 on ''Operating Segments'' in respect of the Company. The Company''s operations predominantly relate to one segment, viz., broking and financial services. The entire operations are organised and managed as one organisational unit with same set of risks and returns. Hence, same is considered as a single primary segment. Besides, the Company''s operations are located only in India and hence, separate secondary geographical segment information is not disclosed.

The Company is not reliant on revenues from transactions with any single external customer and does not receive 10% or more of Company''s total revenue from transactions with any single external customer for the year ended 31 March 2022 and 31 March 2021.

b) The ratios as specified in the new amendments under clause B (VI)(xiv) of “Division III of Schedule III” under “Part I - Balance Sheet - General Instructions for preparation of Balance Sheet” are not applicable to the Company as the Company is primarily into stock broking business.

39 Financial instruments

A. Accounting classification

Refer to financial instruments by category table below for the disclosure on carrying value and fair value on financial assets and liabilities. For financial assets and liabilities maturing within one year from the balance sheet date and which are not carried at fair value, the carrying amounts approximate fair value due to the short maturity of these instruments.

B. Measurement of fair value

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction in the principal (or most advantageous) market at the measurement date under current market conditions (i.e. an exit price), regardless of whether that price is directly observable or estimated using a valuation technique.

The investments included in Level 1 of fair value hierarchy have been valued using quoted prices for instruments in an active market. The investments included in Level 2 of fair value hierarchy have been valued using valuation

techniques based on observable market data.The investment included in Level 3 of fair value hierarchy have been valued using the income approach and break-up value to arrive at their fair value. There is no movement from between Level 1, Level 2 and Level 3. There is no change in inputs used for measuring Level 3 fair value.

The following table summarises financial instruments measured at fair value on recurring basis:

C. Financial assets and liabilities subject to offsetting, netting arrangements

Exchange settlement obligations (disclosed as a part of other financial assets and liabilities) are subject to netting as the Company intends to settle it on a net basis. The table below presents the gross balances of asset and liability.

Risk management framework

The Company has established a comprehensive system for risk management and internal controls for all its businesses to manage the risks that it is exposed to. The objective of its risk management framework is to ensure that various risks are identified, measured and mitigated and also that policies, procedures and standards are established to address these risks and ensure a systematic response in the case of crystallisation of such risks.

The Company has established various policies with respect to such risks which set forth limits, mitigation strategies and internal controls to be implemented by the three lines of defence approach provided below. The Board oversees the Company''s risk management and has constituted a Risk Management Committee, which frames and reviews risk management processes and controls.

The risk management system features a “three lines of defence” approach:

1. The first line of defence comprises its operational departments, which assume primary responsibility for their own risks and operate within the limits stipulated in various policies approved by the Board or by committees constituted by the Board.

2. The second line of defence comprises specialised departments such as risk management, Internal Permanent Control and compliance. They employ specialised methods to identify and assess risks faced by the operational departments and provide them with specialised risk management tools and methods, facilitate and monitor the implementation of effective risk management practices, develop monitoring tools for risk management, internal control and compliance, report risk related information and promote the adoption of appropriate risk prevention measures.

3. The third line of defence comprises the internal audit department and external audit functions. They monitor and conduct periodic evaluations of the risk management, internal control and compliance activities to ensure the adequacy of risk controls and appropriate risk governance, and provide the Board with comprehensive feedback.

a) Credit risk:

It is risk of financial loss that the Company will incur a loss because its customer and counterparty to financial instruments fails to meet its contractual obigation.

The Company''s financial assets comprise of Cash and bank balance, Trade receivables, Loans, Investments and Other financial assets which comprise mainly of deposits.

The maximum exposure to credit risk at the reporting date is primarily from Company''s trade receivable and loans.

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Mar 31, 2018

1. Background

Geojit Financial Services Limited (Formerly known as Geojit BNP Paribas Financial Services Limited) (‘the Company’) had its origin in the year 1987 as a partnership firm of Mr. C. J. George and his associates. In the year 1994, the firm was converted into a Company with the objective of providing technically superior trading platform for the investor community in Kerala. Over the years, the Company has spread its operations across the country through branch and franchisee network. In 2007, BNP Paribas SA became a major shareholder in the Company. The Company offers complete spectrum of financial services including online broking for equities, commodities, derivatives and currency futures, custody accounts, financial products distribution, portfolio management services, margin funding, etc. It has operations outside the country through subsidiaries, an associate and joint ventures in Oman, Kuwait, UAE and Saudi Arabia. The shares of the Company are listed on National Stock Exchange and Bombay Stock Exchange.

(i) Rights attached to equity shares:

The Company has issued only one class of equity share. The holder of each equity share is entitled to one vote per share. The Company declares and pays dividends in Indian rupees. The dividends proposed by the Board of Directors are subject to the approval of the shareholders in the Annual General Meeting.

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive the remaining assets of the Company, after settling the dues of preferential and other creditors as per priority. The distribution will be in proportion to the number of equity shares held by the shareholders.

(ii) As at 31 March 2018, 10,009,083 equity shares (Previous year: 10,862,695 equity shares) of Rs.1/- each are reserved towards outstanding employee stock options granted (Refer Note 40).

2. As at 31 March 2018, the Company has received Rs.220,300/- as share application money towards 7,810 equity shares of the Company (Previous year: 31,470 equity shares at Rs.812,306/-) at a total premium of Rs.212,490/- (Previous year: Rs.780,836/-). The share application money was received pursuant to the exercise of options granted to employees under the employee stock option plans and the Company is required to complete the allotment formalities by 16 May 2018. The Company has sufficient authorised share capital to cover the allotment of these shares. Pending allotment of shares, the amounts are maintained in a designated bank account and are not available for use by the Company.

Note: Future cash outflows in respect of the above matters are determinable only on receipt of judgments / decisions pending at various forums / authorities.

Direct tax matters

The Company has ongoing disputes with Income Tax authorities in India. The disputes relate to tax treatment of certain expenses claimed as deductions, computation or eligibility of tax incentives or allowances, and characterisation of fees for services received. As at 31 March 2018, the Company has contingent liability of Rs.79,194,763/- (Previous year: Rs.79,194,763/-) in respect of tax demands which are being contested by the Company based on the management evaluation and advice of tax consultants.

The Company periodically receives notices and inquiries from income tax authorities related to the Company’s operations in the jurisdictions it operates in. Management has evaluated these notices and inquiries and has concluded that the position taken by it on the above matters is tenable and hence no adjustments have been made in the financial statements.

Indirect tax matters

The Company has ongoing disputes with Indian tax authorities mainly relating to treatment of characterisation and classification of certain items. As at 31 March 2018, the Company has demands and show cause notices amounting to Rs.49,439,409/- (Previous year: Rs.50,097,419/-) from various indirect tax authorities which are being contested by the Company based on the management evaluation and advice of tax consultants.

Other matters

The company has disputes with the Provident Fund authorities as regards treatment of certain allowances for the computation of provident fund liability. Management has evaluated these notices and inquiries and has concluded that the position taken by it on the matter is tenable and hence no adjustment has been made in the financial statements.

Dues to Micro and Small Enterprises have been determined to the extent such parties have been identified on the basis of information collected by the Management.

3. Disclosure under Regulation 34(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Loans and advances in the nature of loans given to subsidiaries, associates and firms / companies in which directors are interested:

4. Particulars of loans given, investment made, guarantee given, or security provided, and the purpose for which the loan or guarantee or security is proposed to be utilised by the recipient under Section 186(4) of Companies Act, 2013:

5. The Company has deposited the dividends payable to non-resident shareholders into their Rupee account with various banks in India and hence the disclosure of amounts remitted in foreign currency during the year to non-resident shareholders on account of dividend is not applicable.

6. Employee benefit plans

(i) Defined contribution plan - Provident Fund

The Company makes Provident Fund contribution for qualifying employees. Under the plan, the Company is required to contribute a specified percentage of the payroll costs to fund the benefits. The Company has recognised Rs.26,348,754/- (Previous year: Rs.19,785,272/-) towards provident fund contribution in the statement of profit and loss. The contribution payable to the plan by the Company are at the rates specified in the rules of the scheme.

(ii) Defined benefit plan - Gratuity

The Company provides gratuity benefit to its employees (included as part of ‘Contribution to provident and other funds’ in Note 23 Employee benefits expense), which is funded with Life Insurance Corporation of India.

7. The Company’s operations predominantly relate to one segment, viz., broking and financial services. The entire operations are organised and managed as one organisational unit with same set of risks and returns. Hence, same is considered as on single primary segment. Besides, the Company’s operations are located only in India and hence, separate secondary geographical segment information is not disclosed.

8. Leases

(a) Operating lease as a lessee

The Company is obligated under non-cancellable operating leases for its branch office premises. Total rental expenses under such leases amounted to Rs.35,275,860/- (Previous Year : Rs.2,825,780/-). Future minimum lease payments due under non-cancellable operating leases are as follows:

The Company is also obligated under cancellable operating leases for residential and office space. Total rental expense under cancellable operating leases during the year was Rs.96,699,405/- (Previous year : Rs.122,589,141/-).

(B) Accounting of employee share based compensation cost:

The Company has adopted ‘intrinsic value method’ for accounting employee share based compensation cost. Under the intrinsic value method, the difference between market price of the share on the date prior to grant date and the exercise price is considered as intrinsic value of options and expensed on straight-line basis over the vesting period as employee share based compensation cost. The details of costs accounted under the Employee Stock Option Plans are as follows:

(C) Details of fair value method of accounting for employee compensation cost using Black-Scholes options pricing model are as follows:

Annualised volatility is computed using the high and low market price of the Company’s share over the one year period prior to the date of grant. It is assumed that employees would exercise the options immediately on vesting. The historical volatility of the Company’s share price is higher than the volatility considered above. However, the Company expects the volatility of its share price to reduce as it matures.

(D) The impact on basic and diluted earnings per share for the year, had the Company followed fair value method of accounting for employee share based compensation cost is as follows:

For the purposes of this note, the term ‘Specified Bank Notes’ shall have the same meaning provided in the notification of the Government of India, in the Ministry of Finance, Department of Economic Affairs number S.O. 3407(E), dated 8 November 2016.

9. Corporate social responsibility expenses

(a) Gross amount required to be spent by the Company during the year: Rs.1 5,264,821/-

(b) Amount spent during the year on:

10. Subsequent events Dividends

On 16 May 2018, the Board of Directors of the Company have proposed a final dividend of Rs.2/- per share in respect of the year ending 31 March 2018 subject to the approval of shareholders at the Annual General Meeting.

11. Previous year’s figures have been regrouped / reclassified wherever necessary to conform to the current year’s classification / disclosure.

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Mar 31, 2017

(ii) Rights attached to equity shares:

The Company has issued only one class of equity share having a face value of Rs.1/- per share. The holder of each equity share is entitled to one vote per share. The Company declares and pays dividends in Indian rupees. The interim and final dividends proposed by the Board of Directors are subject to the approval of the shareholders in the Annual General Meeting.

During the year, the per share interim dividend paid to equity shareholders was Rs.Nil (Previous year: Rs.1/-) and final dividend recommended for distribution to equity shareholders is Rs.1.25/- (Previous year: Rs.Nil).

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive the remaining assets of the Company, after settling the dues of preferential and other creditors as per priority. The distribution will be in proportion to the number of equity shares held by the shareholders.

(iii) Details of shareholders holding more than 5% of the equity share capital:

As per the records of the Company, including its register of shareholders/members and other declarations received from shareholders regarding beneficial interest, the above shareholding represents both legal and beneficial ownership of shares as at the balance sheet date.

(iv) As at 31 March 2017, 10,862,695 equity shares (Previous year: 4,364,849 equity shares) of Rs.1/- each are reserved towards outstanding employee stock options granted (Refer Note 40).

a) Part of the Corporate Office building is given on cancellable lease to M/s Geojit Technologies Private Limited, Geojit Investment Services Limited and Geojit Credits Private Limited, subsidiaries of the company, and Geofin Comtrade Limited and Geojit Capital Services Limited entities over which relative of key management person has control.

b) Previous year''s figures are shown in italics.

1. Exceptional item represents provision made for diminution in value of non-current investment in a jointly held company, pursuant to the substantial erosion in its net worth as at the balance sheet date.

2. As at 31 March 2017, the Company has received Rs.812,306/- as share application money towards 31,470 equity shares of the Company (Previous year: 20,920 equity shares at Rs.470,678/-) at a total premium of Rs.780,836/- (Previous year: Rs.449,758/-). The share application money was received pursuant to the exercise of options granted to employees under the employee stock option plans and the Company is required to complete the allotment formalities by 26 May 2017. The Company has sufficient authorized share capital to cover the allotment of these shares. Pending allotment of shares, the amounts are maintained in a designated bank account and are not available for use by the Company.

3. The Company has deposited the dividends payable to non-resident shareholders into their Rupee account with various banks in India and hence the disclosure of amounts remitted in foreign currency during the year to non-resident shareholders on account of dividend is not applicable.

4. Employee benefit plans

(i) Defined Contribution Plans - Provident Fund and Employee State Insurance

The Company makes Provident Fund and Employee State Insurance contributions for qualifying employees. Under the plans, the Company is required to contribute a specified percentage of the payroll costs to fund the benefits. The Company has recognized Rs.19,785,272/- (Previous year: Rs.11,569,566/-) towards Provident Fund contributions and Rs.7,718,816/- (Previous year: Rs.6,714,161/- ) towards Employee State Insurance contributions in the Statement of Profit and Loss. The contributions payable to these plans by the Company are at the rates specified in the rules of the schemes.

(ii ) Defined Benefit Plan - Gratuity

The Company provides gratuity benefit to its employees (included as part of ''Contribution to Provident and Other Funds'' in Note No. 23 Employee Benefit Expenses), which is funded with Life Insurance Corporation of India.

The following table sets out the funded status of the defined benefit scheme and the amounts recognized in the financial statements:

5. The Company''s operations predominantly relate to one segment, viz., broking and financial services. The entire operations are organized and managed as one organizational unit with same set of risks and returns. Hence, same is considered as on single primary segment. Besides, the Company''s operations are located only in India and hence, separate secondary geographical segment information is not disclosed.

6. Leases

(a) Operating lease as a lessee

The Company is obligated under non-cancellable operating leases for its branch office premises. Total rental expenses under such leases amounted to Rs.2,825,780/- (Previous Year : Rs. Nil). Future minimum lease payments due under non-cancellable operating leases are as follows:

The Company is also obligated under cancellable operating leases for residential and office space. Total rental expense under cancellable operating leases during the year was Rs.122,589,141/- (Previous year : Rs.118,111,597/-).

(B) Accounting of employee share based compensation cost:

The Company has adopted ''intrinsic value method'' for accounting employee share based compensation cost. Under the intrinsic value method, the difference between market price of the share on the date prior to grant date and the exercise price is considered as intrinsic value of options and expensed on straight-line basis over the vesting period as employee share based compensation cost. The details of costs accounted under the Employee Stock Option Plans are as follows:

Annualized volatility is computed using the high and low market price of the Company''s share over the one year period prior to the date of grant. It is assumed that employees would exercise the options immediately on vesting. The historical volatility of the Company''s share price is higher than the volatility considered above. However, the Company expects the volatility of its share price to reduce as it matures.

(D) The impact on basic and diluted earnings per share for the year, had the Company followed fair value method of accounting for employee share based compensation cost is as follows:

7. Details of Company''s Interest In Joint Ventures

The Company has interest in the following jointly controlled entities:

8. The Company has contracted fund based and non-fund based (viz. bank guarantee) working capital facilities of Rs.1,350,000,000/- (Previous year: Rs.1,150,000,000/-) and Rs.1,671,500,000/- (Previous year: Rs.1,670,000,000/-) respectively from banks (previous year figure includes from banks and a public limited Company) which are secured by liens marked on fixed deposits / hypothecation of trade receivables / pledge of securities / counter guarantee of the Company. Of the above, the utilized portion outstanding in the fund based and non-fund based working capital facilities as at the balance sheet date are Rs.Nil (Previous year: Rs. Nil ) and Rs.765,951,000/- (Previous year: Rs.765,951,000/-) respectively.

9. Details of Specified Bank Notes (SBN) held and transacted during the period from 8 November 2016 to 30 December 2016.

10. Note on Corporate Social Responsibility expenditure under Guidance Note on Accounting for Expenditure on Corporate Social Responsibility Activities issued by ICAI:

(a) Gross amount required to be spent by the Company during the year: Rs.13,477,970/-.

(b) Amount spent during the year on:

(c) Related party transactions as per Accounting Standard 18 - Related Party Disclosures: Rs.13,602,930/- (Refer note 39)

11. Previous year''s figures have been regrouped / reclassified wherever necessary to conform to the current year''s classification / disclosure.

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Mar 31, 2016

Notes:

(i) Balance with Banks in Earmarked Deposit Accounts include fixed deposits amounting to Rs, 263,605,978/- (As at 31 March, 2015: Rs, 273,548,394/-), which have an original maturity of more than 12 months.

(ii) Balance with Banks in Earmarked Deposit Accounts include fixed deposits amounting to Rs, 535,526,050/- (As at 31 March, 2015: Rs, 501,203,668/-), which are maintained as security margin for guarantees issued by banks in favour of Stock Exchanges/ Clearing Corporation.

(iii) Balance with Banks in Earmarked Deposit Accounts include fixed deposits amounting to Rs, 353,924,550/- (As at 31 March, 2015: Rs, 353,924,550), which are pledged with banks for availing overdraft facility. The balance outstanding in the overdraft facility as at the balance sheet date is Rs, Nil (As at 31 March, 2015: Rs, Nil).

(iv) Balance with Banks in Earmarked Deposit Accounts include fixed deposits amounting to Rs, 2,276,000/- (As at 31 March, 2015: Rs, Nil), which are pledged with banks for availing other Bank Guarantees facility.

Note:

1) Legal & Professional Charges includes Rs, Nil (Previous Year Rs, 2,50,000/-) paid to an entity in which partners of the statutory audit firm are interested.

2) Payments to Auditors includes payments to Statutory Auditors towards (net of service tax input credit, where applicable):

26. As at 31 March 2016, the Company has received Rs, 470,678/- as share application money towards 20,920 equity shares of the Company (Previous Year: 800 equity shares at Rs, 16,441/-) at a total premium of Rs, 449,758/- (Previous Year: Rs, 15,640/-). The share application money was received pursuant to the exercise of options granted to employees under the employee stock option plans and the Company is required to complete the allotment formalities by 26 May 2016. The Company has sufficient authorized capital to cover the allotment of these shares. Pending allotment of shares, the amounts are maintained in a designated bank account and are not available for use by the Company.

3. The Company has deposited the dividends payable to non-resident shareholders into their Rupee account with various banks in India and hence the disclosure of amounts remitted in foreign currency during the year to non-resident shareholders on account of dividend is not applicable.

4. Employee Benefit Plans

(i) Defined Contribution Plans - Provident Fund and Employee State Insurance

The Company makes Provident Fund and Employee State Insurance contributions for qualifying employees. Under the plans, the Company is required to contribute a specified percentage of the payroll costs to fund the benefits. The Company has recognized Rs, 3,538,359/- (Previous Year: Rs, 3,150,168/-) towards Provident Fund contributions and Rs, 6,714,161/- (Previous Year: Rs, 5,847,651/-) towards Employee State Insurance contributions in the Statement of Profit and Loss. The contributions payable to these plans by the Company are at the rates specified in the rules of the schemes.

(ii) Defined Benefit Plan - Gratuity

The Company provides gratuity benefit to its employees (included as part of ‘Contribution to Provident and Other Funds’ in Note No. 23 Employee Benefit Expenses), which is funded with Life Insurance Corporation of India.

NA - Data is not available in the actuarial valuation report.

The expected rate of return on plan assets is determined after considering several applicable factors such as the composition of the plan assets, investment strategy, market scenario, etc.. In order to protect the capital and optimize returns within acceptable risk parameters, the plan assets are well diversified. The discount rate is based on the prevailing market yields of Government of India securities as at the Balance Sheet date for the estimated term of the obligations. The estimate of future salary increases considered, takes into account the inflation, seniority, promotion, increments and other relevant factors.

NA - Data is not available in the actuarial valuation report.

The discount rate is based on the prevailing market yields of Government of India securities as at the Balance Sheet date for the estimated term of the obligations. The estimate of future salary increases considered, takes into account the inflation, seniority, promotion, increments and other relevant factors.

5. The Company’s operations predominantly relate to one segment, viz., broking and financial services, which constitutes more than 75% of the total revenues / results / assets of all segments combined. Other operations of the Company do not individually constitute 10% or more of the total revenues or results or assets of the Company. Therefore, separate business segment information is not disclosed. Besides, the Company’s operations are located only in India and hence, separate secondary geographical segment information is not disclosed.

Annualized volatility is computed using the high and low market price of the Company’s share over the one year period prior to the date of grant. It is assumed that employees would exercise the options immediately on vesting. The historical volatility of the Company’s share price is higher than the volatility considered above. However, the Company expects the volatility of its share price to reduce as it matures.

6. The Company has contracted fund based and non-fund based (viz. bank guarantee) working capital facilities of Rs, 1,150,000,000/- (Previous Year: Rs, 1,650,000,000/-) and Rs, 1,670,000,000 (Previous Year: Rs, 1,670,000,000/-) respectively from banks (previous year figure includes from banks and a public limited Company) which are secured by liens marked on fixed deposits / hypothecation of trade receivables / pledge of securities / counter guarantee of the Company and its subsidiary. Of the above, the utilized portion outstanding in the fund based and non-fund based working capital facilities as at the balance sheet date are Rs, Nil (Previous Year: Rs, Nil ) and Rs, 765,951,000/- (Previous Year: Rs, 758,800,000/-) respectively.

7. Note on Corporate Social Responsibility expenditure under Guidance Note on Accounting for Expenditure on Corporate Social Responsibility Activities issued by ICAI:

(a) Gross amount required to be spent by the Company during the year: Rs, 13,793,053/-.

(c) Related party transactions as per Accounting Standard 18 - Related Party Disclosures: Rs, 2,428,040 (Refer note 37)

8. Previous year’s figures have been regrouped / reclassified wherever necessary to conform to the current year’s classification / disclosure.

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Mar 31, 2015

1. Exceptional item in the Statement of Profit and Loss of the previous year represents provision made for diminution in the value of non-current investments in two subsidiary companies pursuant to the substantial erosion in their networth as at that balance sheet date.

2. As at 31 March 2015, the Company has received Rs. 16,441/- as share application money towards 800 equity shares of the Company (Previous Year: Rs. Nil) at a premium of Rs. 19.55 per share (Previous Year: Rs. Nil). The share application money was received pursuant to the exercise of options granted to employees under the employee stock option plans and the Company is required to complete the allotment formalities by 28 May 2015 . The Company has sufficient authorised capital to cover the allotment of these shares. Pending allotment of shares, the amounts are maintained in a designated bank account and are not available for use by the Company.

3. Contingent Liabilities and Commitments (to the extent not provided for)

(i) Contingent Liabilities:

As at As at Particulars 31 March, 2015 31 March, 2014

(a) Claims against the company not acknowledged as debts :

- Legal suits filed against the Company Matters under arbitration 306,28,663 381,91,859

(b) Income tax demands, pending in appeal 781,47,128 1290,11,666

(c) Show cause notices from Service Tax department for which the Company has filed replies 30,71,169 35,88,197

(d) Service tax demands, pending in appeal 26,27,616 4,93,040

(e) Demand under Employees'' Provident Funds & Miscellaneous Provisions Act,1952 1937,65,220 1937,65,220

(f) Share in the contingent liabilities of Jointly Controlled Entities (Refer Note No.40) 61,16,889 58,52,556

Note: Future cash outflows in respect of the above matters are determinable only on receipt of judgments / decisions pending at various forums / authorities.

Dues to Micro and Small Enterprises have been determined to the extent such parties have been identified on the basis of information collected by the Management. This has been relied upon by the auditors.

4. Disclosure under Clause 32 of the Listing Agreements with the Stock Exchanges

Loans and advances in the nature of loans given to subsidiaries, associates and firms / companies in which directors are interested:

Note: Figures in bracket relate to the previous year.

5. Particulars of loans given, investment made, guarantee given, or security provided, and the purpose for which the loan or guarantee or security is proposed to be utilised by the recipient under Section 186(4) of Companies Act, 2013:

Note: The above disclosure excludes expenses incurred in Indian Rupees and remitted in foreign currency.

6. The Company has deposited the dividends payable to non-resident shareholders into their Rupee account with various banks in India and hence the disclosure of amounts remitted in foreign currency during the year to non-resident shareholders on account of dividend is not applicable.

7. Employee Benefit Plans

(i) Defined Contribution Plans - Provident Fund and Employee State Insurance

The Company makes Provident Fund and Employee State Insurance contributions for qualifying employees. Under the plans, the Company is required to contribute a specified percentage of the payroll costs to fund the benefits. The Company has recognised Rs. 3,150,168/- (Previous Year: Rs. 2,958,473/-) towards Provident Fund contributions and Rs. 5,847,651/- (Previous Year: Rs. 5,655,315/-) towards Employee State Insurance contributions in the Statement of Profit and Loss. The contributions payable to these plans by the Company are at the rates specified in the rules of the schemes.

(ii) Defined Benefit Plan - Gratuity

The Company provides gratuity benefit to its employees (included as part of ''Contribution to Provident and Other Funds'' in Note No. 23 Employee Benefit Expenses), which is funded with Life Insurance Corporation of India.

NA - Data is not available in the actuarial valuation report.

The expected rate of return on plan assets is determined after considering several applicable factors such as the composition of the plan assets, investment strategy, market scenario, etc.. In order to protect the capital and optimise returns within acceptable risk parameters, the plan assets are well diversified. The discount rate is based on the prevailing market yields of Government of India securities as at the Balance Sheet date for the estimated term of the obligations. The estimate of future salary increases considered, takes into account the inflation, seniority, promotion, increments and other relevant factors.

NA - Data is not available in the actuarial valuation report.

The discount rate is based on the prevailing market yields of Government of India securities as at the Balance Sheet date for the estimated term of the obligations. The estimate of future salary increases considered, takes into account the inflation, seniority, promotion, increments and other relevant factors.

8. The Company''s operations predominantly relate to one segment, viz., broking and financial services, which constitutes more than 75% of the total revenues / results / assets of all segments combined. Other operations of the Company do not individually constitute 10% or more of the total revenues or results or assets of the Company. Therefore, separate business segment information is not disclosed. Besides, the Company''s operations are located only in India and hence, separate secondary geographical segment information is not disclosed.

(B) Accounting of employee share based compensation cost:

The Company has adopted ''intrinsic value method'' for accounting employee share based compensation cost. Under the intrinsic value method, the difference between market price of the share on the date prior to grant date and the exercise price is considered as intrinsic value of options and expensed on straight-line basis over the vesting period as employee share based compensation cost. The details of costs accounted under the Employee Stock Option Plans are as follows:

Note: Previous year figures are given in brackets.

(C) Details of Fair Value Method of accounting for employee compensation cost using Black-Scholes Options Pricing Model are as follows:

Annualised volatility is computed using the high and low market price of the Company''s share over the one year period prior to the date of grant. It is assumed that employees would exercise the options immediately on vesting. The historical volatility of the Company''s share price is higher than the volatility considered above. However, the Company expects the volatility of its share price to reduce as it matures.

(D) The impact on Basic and Diluted Earnings Per Share for the year, had the Company followed Fair Value Method of accounting for employee share based compensation cost is as follows:

9. Details of Company''s Interest In Joint Ventures

The Company has interest in the following jointly controlled entities:

10. The Company has contracted fund based and non-fund based (viz. bank guarantee) working capital facilities of Rs. 1,650,000,000/- (Previous Year: Rs. 300,000,000/-) and Rs. 1,670,000,000/- (Previous Year: Rs. 1,670,000,000/-) respectively from banks and a public limited company, which are secured by liens marked on fixed deposits / hypothecation of trade receivables / pledge of securities / counter guarantee of the Company. The balance outstanding in the fund based and non- fund based working capital facilities at the balance sheet date are Rs. Nil (Previous Year: Rs. 150,042,124/-) and Rs. 758,800,000/- (Previous Year: Rs. 910,800,000/-) respectively.

11. Details of assets under the Portfolio Management Scheme are as follows:

12. The Company may allot equity shares pursuant to the exercise by the employees of stock options granted between the balance sheet date and record date for payment of final dividend. These shares are eligible to receive the final dividend payable for the year ended 31 March 2015. Since the dividend amount payable on such shares cannot be ascertained at present, an appropriation will be made for the said amount in the next year''s financial statements. The appropriation for the dividend paid during the financial year on the shares allotted pursuant to exercise of options during the period between previous year''s balance sheet date and record date for the payment of final dividend for the previous year has been made in this financial statements.

13. Note on Corporate Social Responsibility expenditure under Guidance Note on Accounting for Expenditure on Corporate Social Responsibility Activities issued by ICAI:

(a) Gross amount required to be spent by the Company during the year: Rs. 10,395,866/-.

(b) Amount spent during the year on:

(c) Related party transactions as per Accounting Standard 18 - Related Party Disclosures: Rs. Nil.

14. Previous year''s figures have been regrouped / reclassified wherever necessary to conform to the current year''s classification / disclosure.

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Mar 31, 2014

1. Exceptional item represents provision made for diminution in the value of non-current investments in two subsidiary companies, pursuant to the substantial erosion in their net worth as at the balance sheet date.

2. contingent liabilities and commitments (to the extent not provided for)

(i) contingent liabilities:

As at As at Particulars 31 March, 2014 31 March, 2013 Rs. Rs.

(a) Claims against the company not acknowledged as debts : 38,191,859 105,231,631 – Legal suits fled against the Company / Matters under Arbitration

(b) Demand under ESI Act, 1948, pending in appeal - 603,612

(c) Income Tax demands, pending in appeal 129,011,666 238,934,251

(d) Service Tax demands (Show Cause Notices for which the Company has filed 3,588,197 3,632,939 replies)

(e) Service Tax demands, pending in appeal 493,040 448,298

(f) Demand under EPF & Miscellaneous Provisions Act 1952 193,765,220 -

Note: Future cash outflows in respect of the above matters are determinable only on receipt of judgments / decisions pending at various forums / authorities.

(ii) commitments:

As at As at Particulars 31 March, 2014 31 March, 2013 Rs. Rs.

(a) Estimated amount of contracts remaining to be executed on capital account and not provided for:

– Tangible assets 2,786,319 183,502

– Intangible assets - 785,059

(b) Uncalled liability on investments partly paid:

– Uncalled share capital in Aloula Geojit Brokerage Company, Saudi Arabia, a 1,304,520,000 1,217,790,000 jointly controlled entity (@ Saudi Riyal 7.50 per share on 11,200,000 shares)

3. The Company has deposited the dividends payable to non-resident shareholders into their Rupee account with various banks in India and hence the disclosure of amounts remitted in foreign currency during the year to non-resident shareholders on account of dividend is not applicable.

4. Employee Benefit Plans

(i) Defined Contribution Plans – Provident Fund and Employee State Insurance

The Company makes Provident Fund and Employee State Insurance contributions for qualifying employees. Under the plans, the Company is required to contribute a specified percentage of the payroll costs to fund the benefits. The Company has recognised Rs. 2,958,473/- (Year ended 31 March, 2013: Rs. 2,971,712/-) towards Provident Fund contributions and Rs. 5,655,315/- (Year ended 31 March, 2013: Rs. 7,703,101/-) towards Employee State Insurance contributions in the Statement of Profit and Loss. The contributions payable to these plans by the Company are at rates specified in the rules of the schemes.

(ii) Defined Benefit Plan – gratuity

The Company provides gratuity benefit to its employees (included as part of ''Contribution to Provident and Other Funds'' in Note No. 24 Employee Benefit Expenses), which is funded with Life Insurance Corporation of India.

5. The Company''s operations predominantly relate to one segment, viz., broking and financial services, which constitutes more than 75% of the total revenues / results / assets of all segments combined. Other operations of the Company do not individually constitute 10% or more of the total revenues or results or assets of the Company. Therefore, separate business segment information is not disclosed. Besides, the Company''s operations are located only in India and hence, separate secondary geographical segment information is not disclosed.

6. A) Employee Stock Option Plans

(a) Employees Stock Option Plan 2007 for Key Employees (ESOP 2007):

The Company introduced Employees Stock Option Plan 2007 for Key Employees during the year 2007-08, under which options for 2,500,000 equity shares of Rs. 1/- each were granted to eligible senior management employees of the Company. The scheme was approved by the Shareholders through postal ballot on 5th December, 2007 and by the Compensation Committee of Directors on 12th October, 2007. The options vest over a period of 4 years, commencing from the end of the 4th year, in equal proportion (25% each) from the date of grant, viz., 10th December, 2007. The exercise period commence from the date of vesting and expires not later than 8 years from the date of grant, viz., 9th December, 2015. The exercise price is at 10% discount to the market price on the date prior to grant date. The Company had re-priced the options on 11th April, 2009 from Rs.59.90 to Rs.25.50 per option with the approval of the Compensation Committee and Shareholders.

(b) Employees Stock Option Plan 2010 – Tranche I (ESOP 2010-TR I):

During the year 2010-11, the Company introduced Employees Stock Option Plan 2010 (Tranche I) under which options for 2,786,795 equity shares of Rs. 1/- each were granted to eligible employees. The scheme was approved by the Shareholders at the Annual General Meeting held on 12th July, 2010 and by the Compensation Committee of Directors on 12th April, 2010. The options vested on 29th March, 2013, being the 2nd Anniversary from the date of grant, viz., 29th March, 2011. The exercise period commenced from the date of vesting and will expire not later than 4 years from the date of grant, viz., 28th March, 2015. The exercise price of the options granted is the same as the market price on the date prior to grant date and hence there is no intrinsic value for the options.

(c) Employees Stock Option Plan 2010 – Tranche II (ESOP 2010-TR II):

During the year 2012-13, the Company introduced Employees Stock Option Plan 2010 (Tranche II) under which options for 2,799,885 equity shares of Rs.1/- each were granted to eligible employees. The scheme was approved by the Shareholders at the Annual General Meeting held on 12th July, 2010 and by the Compensation Committee of Directors on 12th April, 2010. The options will vest on 11th July, 2014, which is the 2nd Anniversary from the date of grant, viz., 11th July, 2012. The exercise period commences from the date of vesting and will expire not later than 4 years from the date of grant, viz., 10th July, 2016. The exercise price of the options granted is the same as the market price on the date prior to grant date and hence there is no intrinsic value for the options.

(d) Employees Stock Option Plan 2010 – Tranche III (ESOP 2010-TR III):

During the current year, the Company introduced Employees Stock Option Plan 2010 (Tranche III) under which options for 2,799,991 equity shares of Rs.1/- each were granted to eligible employees. The scheme was approved by the Shareholders at the Annual General Meeting held on 12th July, 2010 and by the Compensation Committee of Directors on 12th April, 2010. The options will vest on 21st May, 2015, which is the 2nd Anniversary from the date of grant, viz., 21st May, 2013. The exercise period commences from the date of vesting and will expire not later than 4 years from the date of grant, viz., 20th May, 2017. The exercise price of the options granted is the same as the market price on the date prior to grant date and hence there is no intrinsic value for the options.

7. The Company has contracted fund based and non-fund based (viz. bank guarantee) working capital facilities of Rs. 300,000,000 (Previous Year: Rs. 300,000,000) and Rs. 1,670,000,000 (Previous Year: Rs. 1,670,000,000) respectively from banks, which are secured by liens marked on fixed deposits and hypothecation of trade receivables of the Company, both present and future, and counter guarantee of the Company. The balance outstanding in the fund based and non-fund based working capital facilities at the balance sheet date are Rs. 150,042,124/- (Previous Year: Rs. Nil) and Rs. 910,800,000/- (Previous Year: Rs. 713,700,000) respectively.

8. The Company may allot equity shares, pursuant to the exercise by the employees of any stock options granted, between the balance sheet date and record date for payment of final dividend. These shares are eligible to receive the final dividend payable for the year ended 31 March, 2014. Since the dividend amount payable on such shares cannot be ascertained at present, an appropriation will be made for the said amount in the next year''s financial statements. However, appropriation for the dividend paid during the financial year on the shares allotted pursuant to exercise of options during the period between previous year''s balance sheet date and record date for the payment of final dividend for the previous year has been made in this financial statements.

9. Previous year''s figures have been regrouped / reclassified wherever necessary to conform to the current year''s classification / disclosure

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Mar 31, 2013

1. Corporate Information

Geojit BNP Paribas Financial Services Ltd. (''the Company'') had its origin in the year 1987 as partnership firm of Mr. C.J George and his associate. In the year 1994, the firm was converted into a Company with the objective of providing technically superior trading platform for the investor community in Kerala. Over the years, the Company has spread its operations across the country through branch and franchisee network. In 2007, BNP Paribas SA became a major shareholder in the Company and the present name was adopted in April 2009. The Company offers complete spectrum of financial services including online broking for equities, derivatives and currency futures, custody accounts, financial products distribution, portfolio management services, margin funding, etc. It has operations outside the country through subsidiary, associate and joint ventures in Oman, Kuwait, UAE and Saudi Arabia. The shares of the Company are listed in National Stock Exchange and Bombay Stock Exchange.

Note 2: Contingent Liabilities and Commitments (to the extent not provided for)

(i) Contingent Liabilities:

Particulars Year Ended Year Ended 31 March, 2013 31 March, 2012

(a) Claims against the company not acknowledged as debts :

- Legal suits filed against the Company / Matters under Arbitration 105,231,631 37,247,848

(b) Demand under ESI Act, 1948, pending in appeal 603,612 603,612

(c) Income Tax demands, pending in appeal 238,934,251 238,024,801

(d) Service Tax demands (Show Cause Notices for which the company has filed replies) 3,632,939 -

(e) Service Tax demands, pending in appeal 448,298 448,298

3. The Company has deposited the dividends payable to non-resident shareholders into their Rupee account with various banks in India and hence the disclosure of amounts remitted in foreign currency during the year to non-resident shareholders on account of dividend is not applicable.

4. Employee Benefit Plans

(i) Defined Contribution Plans- Provident Fund and Employee State Insurance Scheme:

The Company makes Provident Fund and Employee State Insurance contributions, which are defined contribution plans, for qualifying employees. Under the Schemes, the Company is required to contribute a specified percentage of the payroll costs to fund the benefits. The Company has recognised Rs. 2,971,712/- (Year ended 31 March, 2012: Rs. 3,291,471/-) towards Provident Fund contributions and Rs. 7,703,101/- (Year ended 31 March, 2012: Rs. 9,044,038/-) towards Employee State Insurance contributions in the Statement of Profit and Loss. The contributions payable to these plans by the Company are at rates specified in the rules of the schemes.

(ii) Defined Benefit Plan - Gratuity:

The Company provides gratuity benefit to its employees, which is funded with Life Insurance Corporation of India.

The discount rate is based on the prevailing market yields of Government of India securities as at the Balance Sheet date for the estimated term of the obligations.

The estimate of future salary increases considered, takes into account the inflation, seniority, promotion, increments and other relevant factors.

5. The Company''s operations predominantly relate to one segment, viz., broking and financial services, which constitutes more than 75% of the total revenues / results / assets of all segments combined. Other activities which are not related to the main business of broking and financial services do not individually constitute 10% or more of the total revenues or results or assets of the Company. Therefore, separate business segment information is not disclosed. Besides, the Company''s operations are located only in India and hence, separate secondary geographical segment information is not disclosed.

6. A) Employee Stock Option Plans:

(a) Employee Stock Option Plan - 2005 (ESOP-2005 (Reissue-1)):

During 2007-08, the Company had issued options for 950,500 equity shares of Rs. 1/- each to eligible permanent employees and an independent non-executive director, who is not a promoter of the Company and its Subsidiaries. The issue of options was approved by the Shareholders through postal ballot on 5th December 2007 and by the Compensation Committee of Directors on 12th October 2007. The options vested over a period of 4 years from the date of grant, viz., 10th December 2007, in the proportion specified in the scheme. The exercise period commenced from the date of vesting and expired on 9th December 2012. The exercise price was computed by giving discounts, based on the grade of the employees as well as fixed amounts, to the market price on the date prior to grant date. The Company had re-priced the options on 11th April 2009 from Rs.65.36 to Rs.25.50 per option with the approval of the Compensation Committee and Shareholders.

(b) Employees Stock Option Plan 2007 for Key Employees (ESOP 2007):

The Company introduced Employees Stock Option Plan 2007 for Key Employees during the year 2007-08, under which options for 2,500,000 equity shares of Rs.1/- each were granted to eligible senior management employees of the Company. The scheme was approved by the Shareholders through postal ballot on 5th December 2007 and by the Compensation Committee of Directors on 12th October 2007. The options vest over a period of 7 years from the date of grant, viz., 10th December 2007, in the proportion specified in the scheme. The exercise period commence from the date of vesting and expires not later than 8 years from the date of grant, viz., 09th December 2015. The exercise price is at 10% discount to the market price on the date prior to grant date. The Company had re-priced the options on 11th April 2009 from Rs.59.90 to Rs.25.50 per option with the approval of the Compensation Committee and Shareholders.

(c) Employees Stock Option Plan 2010 - Tranche I:

During 2010-11, the Company introduced Employees Stock Option Plan 2010 (Tranche I) under which options for 2,786,795 equity shares of Rs.1/- each were granted to eligible employees. The scheme was approved by the Shareholders at the Annual General Meeting held on 12th July 2010 and by the Compensation Committee of Directors on 12th April 2010. The options vested on 28th March 2013, being the 2nd Anniversary from the date of grant, viz., 29th March 2011.The exercise period commences from the date of vesting and will expire not later than 4 years from the date of vesting, viz., 28th March 2017. The exercise price of the options granted is the same as the market price on the date prior to grant date and hence there is no intrinsic value for the options.

(d) Employees Stock Option Plan 2010 - Tranche II:

During the year, the Company introduced Employees Stock Option Plan 2010 (Tranche II) under which options for 2,799,885 equity shares of Rs.1/- each were granted to eligible employees. The scheme was approved by the Shareholders at the Annual General Meeting held on 12th July 2010 and by the Compensation Committee of Directors on 12th April 2010. The options will vest on the 2nd Anniversary from the date of grant, viz., 11thJuly 2012.The exercise period commences from the date of vesting and will expire not later than 4 years from the date of vesting, viz., 10th July 2018. The exercise price of the options granted is the same as the market price on the date prior to grant date and hence there is no intrinsic value for the options.

7. The Company has contracted fund based and non-fund based (viz. bank guarantee) working capital facilities of Rs. 30 crores (Previous Year: Rs. 30 crores) and Rs. 167 crores (Previous Year: Rs. 167 crores) respectively from banks, which are secured by a lien on fixed deposits and hypothecation of trade receivables of the Company, both present and future, and counter guarantee of the Company. The balance outstanding in the fund based and non-fund based working capital facilities at the balance sheet date are Rs. Nil (Previous Year: Rs. Nil) and Rs. 71.37 crores (Previous Year: Rs. 121.38 crores) respectively.

8. The Company may allot shares between the balance sheet date and record date for the declaration of dividend pursuant to the exercise of any employee stock options. These shares will be eligible for full dividend for the year ended 31 March, 2013, if approved at the ensuing Annual General Meeting. Dividend relating to these shares has not been recorded in the current year and will be considered in the appropriation for the next year. However, current year appropriation includes dividend paid on options exercised upto the record date for dividend declaration during the current year.

9. Previous year''s figures have been regrouped / reclassified wherever necessary to conform to the current year''s classification / disclosure.

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Mar 31, 2012

(i) Rights attached to equity shares:

The Company has issued only one class of equity shares having a face value of Rs 1 per share. Each holder of equity share is entitled to one vote per share. The company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

During the year ended 31 March 2012, the amount of per share dividend recommended for distribution to equity shareholders is Rs 0.75 (31 March 2011: Rs 0.75).

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the company, after settling the dues of preferential and other creditors as per priority. The distribution will be in proportion to the number of equity shares held by the shareholders.

As per records of the Company, including its register of shareholders/members and other declarations received from shareholders regarding beneficial interest, the above shareholding represents both legal and beneficial ownership of shares.

(ii) As at 31 March, 2012, 5,065,358 equity shares (As at 31 March, 2011: 5,686,906 equity shares) of Rs1 each are reserved towards outstanding employee stock options granted. (Refer Note 38)

(iii) The Company has issued total of 5,458,720 shares (31 March, 2011: 5,458,720 shares) during the period of five years immediately preceding the reporting date on exercise of options granted under the Employee Stock Option Plan (ESOP) wherein part consideration was received in the form of employee services.

(a) This represents amounts due from clients withheld by a stock exchange pending completion of investigation by Securities Exchange Board of India (SEBI) on those transactions. SEBI is expected to issue the release order in favour of the company in the near future and hence no provision is considered necessary at this stage.

Notes:

(i) Balances with banks include deposits amounting to Rs 2,447,699/- (As at 31 March, 2011 Rs 629,432,655/-) which have an original maturity of more than 12 months.

(ii) Balance with Banks in Deposit Accounts include Rs 433,318,791/- (As at 31 March, 2011: Rs 372,581,849/-) maintained as security margin for guarantees issued by banks in favour of Stock Exchanges and working capital facility provided by a bank.

(iii) Balance with Banks in Deposit Accounts include Rs 432,620,363/- (As at 31 March, 2011: Rs 515,249,666) for which fixed deposit receipts are kept in the safe custody of two banks for availing temporary overdrafts. The balance outstanding in the temporary overdraft facility as at the balance sheet date is Rs Nil (Previous Year: Rs Nil).

1. Contingent Liabilities and Commitments (To the Extent Not Provided For)

(i) Contingent Liabilities:

Particulars As at As at 31 March, 2012 31 March, 2011

(a) Claims against the company not acknowledged as debts:

- Legal suits filed against the Company/Matters under Arbitration 37,851,460 35,668,403

(b) Income Tax demands, pending in appeal 238,024,801 72,572,892

(c) Service Tax demands, pending in appeal 448,298 448,298

2 The Company has deposited the dividends payable to non-resident shareholders into their Rupee account with various banks in India and hence the disclosure of amounts remitted in foreign currency during the year to non-resident shareholders on account of dividend is not applicable.

3. Employee Benefit Plans (i) Defined Contribution Plan - Provident Fund:

The Company makes Provident Fund contributions to a defined contribution plan for qualifying employees. Under the Scheme, the Company is required to contribute a specified percentage of the payroll costs to fund the benefits. The Company has recognised during the year Rs 3,291,471/- (Year ended 31 March, 2011: Rs 3,503,406/-) towards Provident Fund contributions in the Statement of Profit and Loss. The contributions payable to this plan by the Company is at rates specified in the rules of the scheme.

4. The Company's operations predominantly relate to one segment, viz., broking and financial services, which constitutes more than 75% of the total revenues/results/assets of all segments combined. Other activities which are not related to the main business of broking and financial services do not individually constitute 10% or more of the total revenues or results or assets of the Company. Therefore, separate business segment information is not disclosed. Besides, the Company's operations are located only in India and hence, separate secondary geographical segment information is not disclosed.

5. A) Employee Stock Option Plan

(a) Employee Stock Option Plan - 2005 (ES0P-2005 (Reissue-1)):

During 2007-08, the Company had issued options for 950,500 equity shares of Rs 1/- each to eligible permanent employees and an independent non-executive director, whose is not a promoter, of the Company and its Subsidiaries. The issue of options was approved by the Shareholders through postal ballot on 5th December 2007 and by the Compensation Committee of Directors on 12th October 2007. The options vests over a period of 4 years from the date of grant, viz., 10th December 2007, in the proportion specified in the scheme. The exercise period commenced from the date of vesting and will expire not later than 5 years from the date of grant, viz., 09th December 2012. The exercise price in the case of employees and directors has been computed by giving discounts, based on the grade of the employees and of fixed amount respectively, to the market price on the date prior to grant date. The Company had repriced the options on 11th April 2009 from Rs65.36 to Rs25.50 per option with the approval of the Compensation Committee and Shareholders.

(b) Employees Stock Option Plan 2007 for Key Employees (ESOP 2007):

The Company introduced Employees Stock Option Plan 2007 for Key Employees during the year 2007-08, under which options for 2,500,000 equity shares of Rs 1/- each were granted to eligible senior management employees of the Company. The scheme was approved by the Shareholders through postal ballot on 5th December 2007 and by the Compensation Committee of Directors on 12th October 2007. The options will vest over a period of 7 years from the date of grant, viz., 10th December 2007, in the proportion specified in the scheme. The exercise period commenced from the date of vesting and will expire not later than 8 years from the date of grant, viz., 09th December 2015. The exercise price is at 10% discount to the market price on the date prior to grant date. The Company had repriced the options on 11th April 2009 from Rs59.90 to Rs25.50 per option with the approval of the Compensation Committee and Shareholders.

(c) Employees Stock Option Plan 2010 (ESOP 2010):

During the previous year, the Company introduced Employees Stock Option Plan 2010 under which options for 2,786,795 equity shares of Rs 1/- each were granted to eligible employees. The scheme was approved by the Shareholders at the Annual General Meeting held on 12th July 2010 and by the Compensation Committee of Directors on 12th April 2010. The options will vest on the expiry of 2nd Anniversary from the date of grant, viz., 29th March 2011. The exercise period commences from the date of vesting and will expire not later than 4 years from the date of grant, viz., 28th March 2017. The exercise price of the options granted is the same as the market price on the date prior to grant date and hence there is no intrinsic value for the options, which has to be amortised over the vesting period.

B) Accounting of employee share based compensation cost:

The Company has adopted intrinsic value method for accounting employee share based compensation cost. Under the intrinsic value method, the difference between market price of the share on the grant date or as near thereto and exercise price is considered as intrinsic value of options and amortised on straight-line basis over the vesting period as employee share based compensation cost. The details of costs accounted under the Employee Stock Option Plans are as follows:

Annualised volatility is computed using the high and low market price of the Company's share over the one year period prior to the date of grant. It is assumed that employees would exercise the options immediately on vesting. The historical volatility of the Company's share price is higher than the volatility considered above. However, the Company expects the volatility of its share price to reduce as it matures.

E) The impact on Basic and Diluted Earnings Per Share for the year, had the Company followed Fair Value Method of accounting for ESOP compensation cost, is Rs(0.03) and Rs(0.03) respectively (Previous Year: Rs(0.13) and Rs (0.13) respectively).

6. The Company has contracted fund based and non-fund based (viz. bank guarantee) working capital facilities of Rs 30 crore (Previous Year: Rs 30 crore) and Rs 167 crore (Previous Year: Rs 65 crore) respectively from banks, which are secured by a lien of Fixed Deposit and charge on the Trade Receivables of the Company, both present and future, and counter guarantee of the Company. The balance outstanding in the fund based and non-fund based working capital facilities at the balance sheet date are Rs Nil (Previous Year: Rs Nil) and Rs 121.38 crore (Previous Year: Rs 65 crore) respectively.

7. The Company may allot shares between the balance sheet date and record date for the declaration of dividend pursuant to the exercise of any employee stock options. These shares will be eligible for full dividend for the year ended 31 March, 2012, if approved at the ensuing Annual General Meeting. Dividend relating to these shares has not been recorded in the current year and will be considered in the appropriation for the next year. However, current year appropriation includes dividend paid on options exercised upto the record date for dividend declaration during the current year.

8. The Revised Schedule VI has become effective from 1 April, 2011 for the preparation of financial statements. This has significantly impacted the disclosure and presentation made in the financial statements. Previous year's figures have been regrouped/ reclassified wherever necessary to correspond with the current year's classification/disclosure.

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Mar 31, 2010

1. Contingent Liability:

Particulars Asat31.03.2010(Rs.) Asat31.03 .2009(Rs.) Claims against the Company not acknowledged as debts: Legal suits filed against the Company / Matters under Arbitration 28,216,882 19,002,192 Income tax demands, pending in appeal 18,340,301 18,813,214 Service tax demands, pending in appeal 448,2981 448,298

2. Estimated amount of contracts remaining to be executed on capital account and not provided for (net of advances): Rs.260,981,090/- (Previous Year: Rs.3,954,773/-).

3. (a) Employee Stock Option Plan - 2005 (ESOP-2005):

The Company introduced Employee Stock Option Plan-2005 (ESOP-2005) during 2005-06, under which options for 6,989,400 equity shares of Re.1/- each were granted to eligible permanent employees and non-executive directors, including independent directors but excluding promoters, of the Company and its Subsidiaries. The scheme was approved by the Shareholders at the Extra-ordinary General Meeting held on 7th March 2006 and by the Compensation Committee of Directors on 7th March 2006. The options will vest over a period of 4 years from the date of grant, viz., 7th March 2006, as follows:

The exercise period commences from the date of vesting and will expire not later than 5 years from the date of grant, viz., 6th March 2011. The exercise price has been computed by giving discounts, based on the grade and number of years of service rendered by the employees and directors, to the market price on the date prior to grant date.

The Company has adopted intrinsic value method for accounting employee share based compensation cost. Under the intrinsic value method, the difference between market price of the share on the grant date or as near thereto and exercise price is considered as intrinsic value of options and amortised on straight-line basis over the vesting period as employee share based compensation cost.

The intrinsic value of 6,989,400 options granted by the Company (i.e., the difference between market price on date of grant and exercise price), to be amortised on straight-line basis over the vesting period of four years net of actual forfeiture upto the balance sheet date is Rs.11,027,018/- (Previous Year: Rs. 11,195,621/-) and the proportionate amount amortised during the year is Rs.809,050/- (Previous Year: Rs. 2,091,469/-). The additional charge to Profit and Loss Account, had the Company followed Fair Value Method of accounting for ESOP compensation cost, is Rs.6,549,205/- (Previous Year: Rs.16,847,469/-).

The fair values were calculated using Black-Scholes Options Pricing Model. The model inputs were the share price at grant date of Rs.19.86, weighted average exercise price as per above, volatility in the market price (of the Companys share over the one year prior to the date of grant) of 199% (computed with reference to the one year high and low of the market price), dividend yield of 1.76%, contractual life of two to four years, as the case may be, and a risk-free interest rate of 7%. It is assumed that employees would exercise the options immediately on vesting. The historical volatility, including the early years of the Companys life, is higher than the volatility of 199% considered above and the Company expects the volatility of its share price to reduce as it matures.

(b) Employee Stock Option Plan -2005 (ESOP-2005 (Reissue-1)):

During 2007-08, the Company reissued options for 950,500 equity shares of Re. 1/- each to eligible permanent employees and an independent non-executive director, whose is not a promoter, of the Company and its Subsidiaries, forfeited out of Employee Stock Option Plan - 2005 (ESOP-2005) on resignation of employees. The reissue of options forfeited was approved by the Shareholders through postal ballot, whose result was declared on 5th December 2007, and by the Compensation Committee at its meeting held on 12th October 2007. The options will vest over a period of 4 years from the date of grant, viz., 10th December 2007, as follows:

The exercise period commences from the date of vesting and will expire not later than 5 years from the date of

grant, viz., 09th December 2012. The exercise price in the case of employees and directors has been computed by giving discounts, based on the grade of the employees and of fixed amount respectively, to the market price on the date prior to grant date.

The Company has adopted intrinsic value method for accounting employee share based compensation cost.

Under the intrinsic value method, the difference between market price of the share on the grant date or as near thereto and exercise price is considered as intrinsic value of options and amortised on straight-line basis over the vesting period as employee share based compensation cost.

The intrinsic value of 950,500 options granted by the Company (i.e., the difference between market price on date of grant and exercise price), to be amortised on straight-line basis over the vesting period of four years net of expected forfeiture @ 20% per annum (Previous Year: 20% per annum), is Rs.565,176/- (Previous Year: Rs.587,850/-) and the proportionate amount amortised during the year is Rs.157,325/- (Previous Year: Rs.178,027/-). The additional charge to Profit and Loss Account, had the Company followed Fair Value Method of accounting for ESOP compensation cost, is Rs.9,399,002/- (Previous Year: Rs.7,146,277/-).

The fair values were calculated using Black-Scholes Options Pricing Model. The model inputs were the share price at grant date of Rs.66.55, weighted average exercise price as per (b) above, volatility in the market price (of the Companys share over the one year prior to the date of grant) of 170% (computed with reference to the one year high and low of the market price), dividend yield of 0.60%, contractual life of two to four years, as the case may be, and a risk-free interest rate of 7%. It is assumed that employees would exercise the options immediately on vesting. The historical volatility, including the early years of the Companys life, is higher than the volatility of 170% considered above and the Company expects the volatility of its share price to reduce as it matures. (c) Employees Stock Option Plan 2007 for Key Employees:

The Company introduced Employees Stock Option 2007 for Key Employees Plan (ESOP-2007 for Key Employees) during the year 2007-08, under which options for 2,500,000 equity shares of Re. 1/- each were granted to eligible senior management employees of the Company. The scheme was approved by the Shareholders through postal ballot, whose result was declared on 5th December 2007, and by the Compensation Committee of Directors on 12th October 2007. The options will vest over a period of 7 years from the date of grant, viz., 10th December 2007, as follows:

The exercise period commences from the date of vesting and will expire not later than 8 years from the date of grant, viz., 09th December 2015. The exercise price is at 10% discount to the market price on the date prior to grant date.

The Company has adopted intrinsic value method for accounting employee share based compensation cost. Under the intrinsic value method, the difference between market price of the share on the grant date or as near thereto and exercise price is considered as intrinsic value of options and amortised on straight-line basis over the vesting period as employee share based compensation cost.

The intrinsic value of 2,500,000 options granted by the Company (i.e., the difference between market price on date of grant and exercise price), to be amortised on straight-line basis over the vesting period of seven years net of expected forfeiture of zero % per annum, is Rs.16,625,000/- (Previous Year: Rs.16,625,000/-) and the proportionate amount amortised during the year is Rs.3,156,771/- (Previous Year: Rs.3,156,771/-). The additional charge to Profit and Loss Account, had the Company followed Fair Value Method of accounting for ESOP compensation cost, is Rs.26,024,486/- (Previous Year: Rs.26,024,486/-).

Further disclosures on ESOP-2007 for Key Employees are given below:

The estimated weighted average fair value of each stock option is Rs.61.67. The fair value was calculated using Black-Scholes Options Pricing Model. The model inputs were the share price at grant date of Rs.66.55, weighted average exercise price as above, volatility in the market price of the Companys share over the one year prior to the date of grant of 170% (computed with reference to the one year high and low of the market price), dividend yield of 0.60%, contractual life of 4 to 7 years, as the case may be, and a risk-free interest rate of 7%. It is assumed that employees would exercise the options immediately on vesting. The historical volatility, including the early years of the Companys life, is higher than the volatility of 170% considered above and the Company expects the volatility of its share price to reduce as it matures.

The impact on Basic and Diluted Earnings Per Share for the year, had the Company followed Fair Value Method of accounting for ESOP compensation cost, is Rs.(0.19) and Rs.(0.19) respectively (Previous Year: Rs.(0.24) and Rs. (0.23) respectively).

4. The Company has contracted fund based and non-fund based (viz. bank guarantee) working capital facilities of Rs.300,000,000/- (Previous Year: Rs.50,000,000/-) and Rs.510,000,000/- (Previous Year: Rs.575,000,000/-) respectively from a bank, which are secured by a charge on the current assets of the Company, both present and future, and counter guarantee of the Company. The balance outstanding in the fund based and non-fund based working capital facilities are Rs. Nil (Previous Year: Rs. Nil) and Rs.487,575,000/- (Previous Year: Rs.390,000,000/-) respectively at the balance sheet date

5. The amount of unclaimed dividends lying in separate bank accounts as at the balance sheet date is Rs.2,732,861/- (Previous Year: Rs.2,608,347/-). There is no amount due and outstanding as at the balance sheet date to be credited to the Investor Education and Protection Fund.

6. Notes on Cash Flow Statement:

a) The Cash Flow Statement has been prepared using the indirect method specified in Accounting Standard - 3 "Cash Flow Statements".

b) Cash and cash equivalents at the balance sheet date include unclaimed dividends lying in separate bank accounts amounting to Rs. 2,732,861/- (Previous year: Rs. 2,608,347/-), not available for use by the Company.

c) The closing cash and cash equivalents excludes fixed deposits amounting to Rs.751,133,956/- (Previous Year: Rs.513,895,096/-), which is considered as part of investing activity by the Company.

7. Employee Benefits:

The details of benefits provided by the Company to its employees during the year are as follows:

I. Defined Contribution Plan - Provident Fund:

During the year, the Company has recognised the employers contribution to Employees Provident Fund Organisation amounting to Rs.3,573,049/- (Previous Year: Rs.3,827,962/-) in the Profit and Loss Account, included under the head Contribution to Provident & Other Funds in Schedule 14v-,Employee Costs.

II. State Plans:

(a) Employers contribution to Employees State Insurance Scheme.

(b) Employers contribution to Employees Pension Scheme, 1995.

During the year, the Company has recognised the following amounts in the Profit and Loss Account, included in Schedule 14 - Employee Costs:

8. The Company may allot shares between the balance sheet date and record date for the declaration of dividend pursuant to the exercise of any employee stock options. These shares will be eligible for full dividend for the year ended 31st March 2010, if approved at the ensuing Annual General Meeting. Dividend relating to these shares has not been recorded in the current year and will be considered in the appropriation for the next year. However, current year appropriation includes dividend paid on options exercised upto the record date for dividend declaration during the current year.

9. The Companys operations predominantly relate to one segment, viz., broking and financial services, which constitutes more than 75% of the total revenues / results / assets of all segments combined. Other activities which are not related to the main business of broking and financial services do not individually constitute 10% or more of the total revenues or results or assets of the Company. Therefore, separate business segment information is not disclosed. Besides, the Companys operations are located only in India and hence, separate secondary geographical segment information is not disclosed.

10. The Company had changed its name to Geojit BNP Paribas Financial Services Limited w.e.f. 1st April 2009, which was approved by the Registrar of Companies, Kerala.

11. Previous years figures have been regrouped / reclassified wherever necessary to conform to current years classification.