We have audited the standalone financial statements
of Geojit Financial Services Limited (the "Company”)
which comprise the standalone balance sheet as at 31
March 2025, 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 2025,
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. These matters were addressed in the context of
our audit of the standalone financial statements as a
whole, and in forming our opinion thereon, and we do not
provide a separate opinion on these matters.
Information Technology
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The key audit matter
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How the matter was addressed in our audit
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IT systems and controls
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Our audit procedures to assess the IT systems and controls
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The Company’s key financial accounting and reporting
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included the following:
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processes are dependent on the automated controls in
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Testing the design of General IT Controls (GITCs) for
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information systems, such that there exists a risk that
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the audit period which included controls over access to
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gaps in the IT control environment could impact the
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program and data, program changes, computer operations
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financial accounting and reporting significantly.
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over financial accounting and reporting systems and related
IT systems (referred to as ‘in-scope systems’).
Testing the operating effectiveness of GITCs for the audit
period over the in-scope systems as follows:
• User access creation, modification, and revocation
process
• User access review
• Privileged User Access Management
• Password policies
• Application change management procedures and
• Computer operations process
Understanding IT application controls for the audit period
for significant accounts, reports, and system processing
for significant accounts determined by us during our risk
assessment.
We have tested the controls to determine that these
controls remained unchanged during the audit period and
incase of changes, whether changes followed the standard
change management process.
Understanding IT infrastructure records for the in-scope
systems - i.e., operating systems and databases.
Based on procedures performed above, wherever required,
we extended our audit procedures over other IT application
controls, manual approval processes, tests on identified key
changes and additional substantive testing.
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Transfer of securities broking business and its related
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In view of the significance of the matter we applied the
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activities
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following audit procedures in this area, among others to
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During the current year, the Company has transferred
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obtain sufficient appropriate audit evidence:
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its securities broking business and its related activities
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Test of Controls:
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to its wholly owned subsidiary ‘Geojit Investments
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• We evaluated the design and tested the operating
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Limited’ (GIL) in accordance with the Business Transfer
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effectiveness of the key control over the identification
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agreement (‘BTA’) w.e.f 21 March 2025. Accordingly,
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of assets and liabilities of the broking business and its
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broking business and its related activities along with
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related activities to be transferred from the Company to
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the identified assets and liabilities of Geojit Financial
Services Limited have been transferred to GIL on 21
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GIL pursuant to BTA.
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March 2025 through the BTA.
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• We evaluated the design and tested the operating
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The Company has accounted for this transfer in
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effectiveness of the key control for identification of
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accordance with the generally accepted accounting
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amounts to be disclosed as discontinued operations and
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principles and has received cash consideration
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related disclosures in the standalone financial statements.
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amounting to H 48,561. 18 lakhs for the carrying value of
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• We read minutes of meetings of the Board of Directors
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its net assets transferred.
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of the Company and the BTA to analyse the key terms
and conditions of the BTA;
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The key audit matter
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How the matter was addressed in our audit
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The transfer of broking business and its related activities
has significant measurement and disclosure impacts on
the Company’s standalone financial statements. This
involves identification of assets and liabilities to be
transferred as part of the BTA. Disclosure of revenue,
expenses and pre-ax profit or loss of discontinued
operations as a single amount in the Statement of Profit
or Loss for current and previous year in accordance
with Ind AS 105: Non current Assets Held for Sale and
Discontinued Operations. Further, significant judgement
is required in determining the appropriate accounting
treatment.
Thus, we have identified transfer of broking business
and its related activities as a key audit matter given that
it is a significant and unusual / non-routine transaction
and material to the standalone financial statements and
that is fundamental to the users’ understanding of the
financial statements.
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• We have performed necessary procedures to determine
the completeness and accuracy of the assets and
liabilities identified as part of transfer of broking
business and its related activities;
• We evaluated the appropriateness of the accounting
treatment followed by the Company;
• We have performed necessary procedures to verify
the amounts disclosed as discontinued operations
in the Statement of Profit or Loss for the current
and previous year;
• We analysed the accounting treatment and adequacy
of disclosure for compliance with applicable Indian
Accounting Standards and accounting principles
generally accepted in India.
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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 have been kept by
the Company so far as it appears from
our examination of those books except
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 2025 taken on record by the
Board of Directors, none of the directors
is disqualified as on 31 March 2025 from
being appointed as a director in terms of
Section 164(2) of the Act.
f. the modification 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 2025
on its financial position in its standalone
financial statements - Refer Note 33 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 48(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 48(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. Further, at the application
level, due to limitations in the system
configuration, we are unable to
comment whether there were any
instances of the audit trail feature
being tampered with. Additionally,
the audit trail has been preserved by
the Company as per the statutory
requirements for record retention
except for the audit trail at the
database level for which we are unable
to comment whether the audit trail
has been preserved by the Company.
ii. The feature of recording audit trail
(edit log) has been enabled from 19
August 2024 onwards at the database
level to log any direct data changes
for the accounting softwares used
for maintaining the books of account
relating to payroll, revenue and client
related balances including loan. Except
for the period from 1 April 2024 to 18
August 2024, the audit trail facility
has been operating throughout the
period for all the relevant transactions
recorded in the software and we did
not come across any instances of
audit trail feature being tampered
with during the course of our audit.
iii. The feature of recording audit trail
(edit log) has not been enabled
for the accounting software used
for maintaining books of account
relating to Portfolio Management
Service (‘PMS’) revenue process.
Consequently, we are unable to
comment on audit trail feature of
the said software.
Further, we did not come across any
instance of the audit trail feature
being tampered with, except for the
matters discussed above for which we
are unable to comment whether the
audit trail feature was tampered with.
C. 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: 21 May 2025 ICAI UDIN:25125710BMOXXB7773
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