We have audited the standalone financial statements
of Geojit Financial Services Limited (the “Company”)
which comprise the standalone balance sheet as
at 31 March 2026, and the standalone statement
of profit and loss (including other comprehensive
income), standalone statement of changes in equity
and standalone statement of cash flows for the year
then ended, and notes to the standalone financial
statements, including material accounting policies
and other explanatory information.

In our opinion and to the best of our information
and according to the explanations given to us, the
aforesaid standalone financial statements give the
information required by the Companies Act, 2013
(“Act”) in the manner so required and give a true and
fair view in conformity with the accounting principles
generally accepted in India, of the state of affairs of
the Company as at 31 March 2026, and its profit and
other comprehensive loss, changes in equity and its
cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the
Standards on Auditing (SAs) specified under Section
143(10) of the Act. Our responsibilities under those SAs
are further described in the Auditor’s Responsibilities
for the Audit of the Standalone Financial Statements
section of our report. We are independent of the
Company in accordance with the Code of Ethics
issued by the Institute of Chartered Accountants of
India together with the ethical requirements that
are relevant to our audit of the standalone financial
statements under the provisions of the Act and the
Rules thereunder, and we have fulfilled our other
ethical responsibilities in accordance with these
requirements and the Code of Ethics. We believe that
the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our opinion on the
standalone financial statements.

Key Audit Matters

Key audit matters are those matters that, in our
professional judgement, were of most significance in
our audit of the standalone financial statements of the
current period. We have determined that there are no
key audit matters to communicate in our report.

Other Information

The Company’s Management and Board of Directors
are responsible for the other information. The other
information comprises the Directors’ report and
Corporate Governance report, but does not include
the financial statements and auditor’s report thereon,
which we obtained prior to the date of this auditor’s
report, and the remaining sections of the Annual
report, which are expected to be made available to
us after that date.

Our opinion on the standalone financial statements
does not cover the other information and we do not
and will not express any form of assurance conclusion
thereon.

In connection with our audit of the standalone
financial statements, our responsibility is to read the
other information identified above and, in doing so,
consider whether the other information is materially
inconsistent with the standalone financial statements
or our knowledge obtained in the audit, or otherwise
appears to be materially misstated.

If, based on the work we have performed on the
other information that we obtained prior to the date
of this auditor’s report, we conclude that there is a
material misstatement of this other information, we
are required to report that fact. We have nothing to
report in this regard.

When we read the other sections of Annual report
(other than those mentioned above) if we conclude
that there is a material misstatement therein, we are
required to communicate the matter to those charged
with governance and take necessary actions as
applicable under the applicable laws and regulations.

MANAGEMENT’S AND BOARD OF DIRECTORS
RESPONSIBILITIES FOR THE STANDALONE
FINANCIAL STATEMENTS

The Company’s Management and Board of Directors
are responsible for the matters stated in Section
134(5) of the Act with respect to the preparation
of these standalone financial statements that give
a true and fair view of the state of affairs, profit/
loss and other comprehensive income, changes in
equity and cash flows of the Company in accordance
with the accounting principles generally accepted
in India, including the Indian Accounting Standards
(Ind AS) specified under Section 133 of the Act. This
responsibility also includes maintenance of adequate
accounting records in accordance with the provisions
of the Act for safeguarding of the assets of the

Company and for preventing and detecting frauds
and other irregularities; selection and application of
appropriate accounting policies; making judgments
and estimates that are reasonable and prudent;
and design, implementation and maintenance of
adequate internal financial controls, that were
operating effectively for ensuring the accuracy and
completeness of the accounting records, relevant to
the preparation and presentation of the standalone
financial statements that give a true and fair view and
are free from material misstatement, whether due to
fraud or error.

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

The Board of Directors is also responsible for
overseeing the Company's financial reporting process.

AUDITOR’S RESPONSIBILITIES FOR THE
AUDIT OF THE STANDALONE FINANCIAL
STATEMENTS

Our objectives are to obtain reasonable assurance
about whether the standalone financial statements as
a whole are free from material misstatement, whether
due to fraud or error, and to issue an auditor's report
that includes our opinion. Reasonable assurance
is a high level of assurance, but is not a guarantee
that an audit conducted in accordance with SAs will
always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate,
they could reasonably be expected to influence the
economic decisions of users taken on the basis of
these standalone financial statements.

As part of an audit in accordance with SAs, we exercise
professional judgment and maintain professional
skepticism throughout the audit. We also:

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

misrepresentations, or the override of internal
control.

• Obtain an understanding of internal control
relevant to the audit in order to design
audit procedures that are appropriate in the
circumstances. Under Section 143(3)(i) of the
Act, we are also responsible for expressing our
opinion on whether the company has adequate
internal financial controls with reference to
financial statements in place and the operating
effectiveness of such controls.

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

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

• Evaluate the overall presentation, structure and
content of the standalone financial statements,
including the disclosures, and whether the
standalone financial statements represent the
underlying transactions and events in a manner
that achieves fair presentation.

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

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

From the matters communicated with those charged
with governance, we determine those matters
that were of most significance in the audit of the
standalone financial statements of the current period
and are therefore the key audit matters. We describe
these matters in our auditor's report unless law or
regulation precludes public disclosure about the
matter or when, in extremely rare circumstances, we
determine that a matter should not be communicated
in our report because the adverse consequences of
doing so would reasonably be expected to outweigh
the public interest benefits of such communication.

REPORT ON OTHER LEGAL AND REGULATORY
REQUIREMENTS

1. As required by the Companies (Auditor's Report)
Order, 2020 (“the Order”) issued by the Central
Government of India in terms of Section 143(11) of
the Act, we give in the “Annexure A” a statement
on the matters specified in paragraphs 3 and 4 of
the Order, to the extent applicable.

2 A. As required by Section 143(3) of the Act, we

report that:

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

b. In our opinion, proper books of account
as required by law relating to have
been kept so far as it appears from our
examination of those books except in
respect of the Portfolio Management
Service ('PMS') revenue process
which is operated by a third party
service provider, in the absence of an
independent auditor's report in relation
to controls at a service organization,
we are unable to comment whether
the back-up has been kept on servers
physically located in India on a daily
basis during 16 September 2025 to 31
March 2026 and for the matters stated in
the paragraph 2B(f) below on reporting
under Rule 11 (g) of the Companies
(Audit and Auditors) Rules, 2014.

c. The standalone balance sheet, the
standalone statement of profit and
loss (including other comprehensive
income), the standalone statement of

changes in equity and the standalone
statement of cash flows dealt with by
this Report are in agreement with the
books of account.

d. In our opinion, the aforesaid standalone
financial statements comply with the
Ind AS specified under Section 133 of
the Act.

e. On the basis of the written
representations received from the
directors as on 31 March 2026 taken on
record by the Board of Directors, none
of the directors is disqualified as on 31
March 2026 from being appointed as
a director in terms of Section 164(2) of
the Act.

f. the qualification relating to the
maintenance of accounts and other
matters connected therewith are as
stated in the paragraph 2A(b) above
on reporting under Section 143(3)(b)
of the Act and paragraph 2B(f) below
on reporting under Rule 11(g) of the
Companies (Audit and Auditors) Rules,
2014.

g. With respect to the adequacy of the
internal financial controls with reference
to financial statements of the Company
and the operating effectiveness of such
controls, refer to our separate Report in
“Annexure B”.

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

a. The Company has disclosed the impact
of pending litigations as at 31 March
2026 on its financial position in its
standalone financial statements - Refer
Note 34 to the standalone financial
statements.

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

c. There has been no delay in transferring

amounts, required to be transferred, to

the Investor Education and Protection

Fund by the Company.

d (i) The management has represented
that, to the best of its knowledge
and belief, as disclosed in the
Note 50(a) to the standalone
financial statements, no funds
have been advanced or loaned or
invested (either from borrowed
funds or share premium or any
other sources or kind of funds) by
the Company to or in any other
person(s) or entity(ies), including
foreign entities (“Intermediaries”),
with the understanding, whether
recorded in writing or otherwise,
that the Intermediary shall 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.

(ii) The management has represented
that, to the best of its knowledge
and belief, as disclosed in the Note
50(b) to the standalone financial
statements, no funds have been
received by the Company from any
person(s) or entity(ies), 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 Parties (“Ultimate
Beneficiaries”) or provide any
guarantee, security or the like on
behalf of the Ultimate Beneficiaries.

(iii) Based on the audit procedures
that have been considered
reasonable and appropriate in the
circumstances, nothing has come
to our notice that has caused us
to believe that the representations

under sub-clause (i) and (ii) of
Rule 11(e), as provided under (i)
and (ii) above, contain any material
misstatement.

e. The final dividend paid by the Company
during the year, in respect of the same
declared for the previous year, is in
accordance with Section 123 of the Act
to the extent it applies to payment of
dividend.

As stated in Note 21 to the standalone
financial statements, the Board of
Directors of the Company has proposed
final dividend for the year which is
subject to the approval of the members
at the ensuing Annual General Meeting.
The dividend declared is in accordance
with Section 123 of the Act to the extent
it applies to declaration of dividend.

f. Based on our examination which
included test checks, except for
the instances mentioned below,
the Company has used accounting
softwares for maintaining its books
of account, which have a feature of
recording audit trail (edit log) facility
and the same has operated throughout
the year for all relevant transactions
recorded in the respective softwares:

i. In the absence of reporting of
controls with respect to audit
trail in the independent auditor's
report in relation to controls at
service organisation for accounting
software used to maintain general
ledger, which is operated by a third-
party software service provider,
we are unable to comment on
whether audit trail feature of the
said software was enabled at
the database level and operated
throughout the year for all relevant
transactions recorded in the
software.

ii. The feature of recording audit trail
(edit log) has not been enabled
for the accounting software used
for maintaining books of account

whether the audit trail feature was
tampered with.

Additionally, except where the
audit trail (edit log) facility was not
enabled/retained in the previous
years and except for the matters
discussed above, the audit trail has
been preserved by the Company as
per the statutory requirements for
record retention.

A. With respect to the matter to be included in the
Auditor's Report under Section 197(16) of the
Act:

In our opinion and according to the information
and explanations given to us the remuneration
paid by the Company to its directors during the
current year is in accordance with the provisions
of Section 197 of the Act. The remuneration paid
to any director is not in excess of the limit laid
down under Section 197 of the Act. The Ministry
of Corporate Affairs has not prescribed other
details under Section 197(16) of the Act which
are required to be commented upon by us.

For B S R & Associates LLP

Chartered Accountants
Firm's Registration No.:116231W/W-100024

Arpan Jain

Partner

Place: Kochi Membership No.: 125710

Date: 29 April 2026 ICAI UDIN:26125710AZSBME6311