Your Directors have pleasure in presenting their 32^nd Annual Report of the Company for the financial year
ended 31^st March, 2026

FINANCIAL HIGHLIGHTS

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

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

REVIEW OF PERFORMANCE

On a consolidated basis your company earned a total
income of ' 67,596.02 lakhs for the financial year,
profit before tax of ' 10,822.81 lakhs and a net profit
of ' 8,358.01 lakhs.

On a standalone basis, the basic earnings per share
(EPS) stood at ' 2.51 from continuing operations
compared to ' 1.97 in the previous year.

DIVIDEND

The Board at their meeting held on April 29, 2026
has recommended a final dividend of ' 1.50 per equity
share for the financial year 2025-26. The proposal is
subject to the approval of the shareholders of the
Company at its ensuing Annual General Meeting to
be held on Friday July 24, 2026.

CONSOLIDATED FINANCIAL STATEMENTS

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

STATE OF COMPANY’S AFFAIRS AND
OPERATIONS

During FY26, the Company undertook deliberate and
strategic investments aimed at strengthening its long
term growth platform and building a scalable, future
ready operating model. Investments were directed
towards technology transformation, expansion of the
distribution network, and brand building initiatives,
which impacted profitability for the year but were
aligned with the Company's growth priorities. Despite
these planned investments, business fundamentals
remained resilient, with growth in distribution income,
improvement in mutual fund net inflow market share,
and steady client acquisition.

The Company's client base and assets under
management continued to expand, supported by
a strengthened workforce and stable international
operations, including the Middle East, notwithstanding
a challenging geopolitical environment. These
initiatives position the Company to benefit from
the long term opportunity arising from increased
financialization of savings and underpenetrated
markets, with operating leverage expected to support
improved growth and profitability over the medium
term.

TRANSFER TO RESERVE

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

INCREASE IN SHARE CAPITAL

During the year under review, the paid-up share capital
of the Company increased from ' 27,90,25,452/-
divided into 27,90,25,452 equity shares of ' 1/- each
to, ' 27,91,22,119/- divided into 27,91,22,119 equity
shares of ' 1/- each consequent to the issue of 96,667
equity shares to employee(s) upon exercise of stock
options under Employee Stock Option Scheme 2017
of the Company.

SUBSIDIARIES, JOINT VENTURES AND
ASSOCIATE COMPANIES

As on March 31, 2026, following are the subsidiaries/
associates/joint ventures of the Company:

Subsidiaries:

i. Geojit Credits Private Limited

ii. Geojit Technologies Private Limited

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

iv. Geojit IFSC Limited

v. Geojit Investments Limited

vi. Qurum Business Group Geojit Securities LLC

vii. Geojit Private Wealth (DIFC) Ltd

Joint Ventures:

i. Barjeel Geojit Financial Services L.L.C

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

Associates:

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

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

Pursuant to Section 129 (3) of the Act read with Rule 5
of the Companies (Accounts) Rules, 2014, a statement
containing salient features of the financial statements
of subsidiaries, for the Financial Year 2025-26 is given
in Form AOC-1 which forms an integral part of this
Annual Report.

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

Any member desirous of inspecting or obtaining
copies, of the audited financial statement including
the consolidated financial statements of the Company,
audited financial statements of the subsidiary
companies, may write to the Company Secretary at
companysecretarv@geoiit.com.

DIRECTORS AND KEY MANAGERIAL
PERSONNEL

I. Inductions

• Mr. Mir Mohammed Ali IAS was appointed as
Nominee Director - Non - Executive in place
of Mr. Harikishore S IAS, w.e.f 06.05.2025.

• Mr. Vishnuraj P IAS was appointed as
Nominee Director - Non - Executive in
place of Mr. Mir Mohammed Ali IAS, w.e.f.
24.09.2025.

II. Re-appointments, Retirements and Cessation

• Ms. Alice Geevarghese Vaidyan (DIN:
07394437) was reappointed as Non¬
Executive Independent Director of the
Company for a second term of five years
effective from August 04, 2025.

• In accordance with the provisions of the
Companies Act, 2013, Mr. Punnoose George
(DIN: 00049968) is liable to retire by rotation
at the forthcoming Annual General Meeting
and, being eligible, has offered himself for
re-appointment.

• Mr. Radhakrishnan Nair retired from the post
of Non - Executive Independent Director
w.e.f. 24.10.2025.

• Mr. A Balakrishnan retired from the post of
Executive Director w.e.f 20.10.2025.

BOARD MEETINGS

The Board of Directors met 7 (seven) times in the
financial year 2025-26. The details of the Board
meetings and the attendance of the Directors are
provided in the Corporate Governance Report.

COMPOSITION AND MEETINGS OF AUDIT
COMMITTEE

The Audit Committee is constituted with three Non¬
Executive Independent Directors comprising of Mr.
Binoy Varghese Samuel as Chairman, Prof. Sebastian
Morris and Ms. Alice Vaidyan as other Committee
Members. The Committee met 4 (four) times in the

financial year 2025-26. The details of meetings and
the attendance of the members are provided in the
Corporate Governance Report.

COMPOSITION AND MEETINGS OF
NOMINATION AND REMUNERATION
COMMITTEE

The Nomination and Remuneration Committee
constituted with three Non- Executive Independent
Directors comprising of Ms. Alice Vaidyan as the
Chairperson, Prof. Sebastian Morris and Mr. Vishnuraj
P IAS as other Committee Members. The Committee
met 3 (three) times in the financial year 2025-26.
The details of meetings and the attendance of the
members are provided in the Corporate Governance
Report.

COMPOSITION AND MEETINGS OF
STAKEHOLDERS’ RELATIONSHIP COMMITTEE

The Stakeholders' Relationship Committee
constituted with Mr. Rajan Medhekar - Non - Executive
Independent Director as Chairman, Mr. C J George -
Chairman & Managing Director and Mr. Satish Menon -
Executive Director as other committee members. The
Committee convened once during the financial year
2025-26. The details of meetings and the attendance
of the members are provided in the Corporate
Governance Report.

ANNUAL EVALUATION OF THE BOARD, ITS
COMMITTEE AND INDIVIDUAL DIRECTORS

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

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

CODE OF CONDUCT FOR DIRECTORS &
SENIOR MANAGEMENT

The Board has adopted a Code of Conduct for
Directors & Senior Management in accordance with
the provisions of the Companies Act, 2013 and
Regulation 17(5) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015. The
Code also incorporates the duties of Independent
Directors. All the Board Members and Senior
Management Personnel have confirmed compliance
with the Code. A declaration to that effect signed

by the Chairman and Managing Director forms part
of the Corporate Governance Report. A copy of the
Code has been put on the Company's website.

FAMILIARIZATION PROGRAMME FOR
INDEPENDENT DIRECTORS

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

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

DECLARATION BY INDEPENDENT DIRECTORS

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

DIRECTORS’ RESPONSIBILITY STATEMENT

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

i. in the preparation of the annual accounts for
the financial year ended March 31, 2026, the
applicable accounting standards have been
followed and there are no material departures
from the same;

ii. the Directors have selected such accounting
policies and applied them consistently and made
judgments and estimates that are reasonable
and prudent so as to give a true and fair view of
the state of affairs of the Company as at March
31, 2026 and of the profit of the company for the
year ended on that date;

iii. the Directors have taken proper and sufficient
care for the maintenance of adequate accounting

records in accordance with the provisions of the
Companies Act, 2013 for safeguarding the assets
of the company and for preventing and detecting
fraud and other irregularities;

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

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

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

POLICY RELATING TO DIRECTORS’
APPOINTMENT

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

MANAGEMENT'S DISCUSSION & ANALYSIS

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

BUSINESS RESPONSIBILITY & SUSTAINABILITY
REPORT

The Business Responsibility and Sustainability Report
prepared pursuant to SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 forms
part of this report.

CORPORATE GOVERNANCE

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

ANNUAL RETURN

Pursuant to Section 134(3)(a) and Section 92(3) of the
Act read with Rule 12 of the Companies (Management
and Administration) Rules, 2014, the Annual Return
(Form MGT-7) for the financial year ended March 31,
2026, is available on the Company's website and can
be accessed atwww.geoiit.com.

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the
Companies Act, 2013 and Regulation 24A of SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015, M/s. Satheesh & Remesh -
Company Secretaries in Whole-time Practice, Kochi
were appointed as Secretarial Auditor for a term of
five consecutive years commencing from FY 25-26,
to undertake the secretarial audit of your Company.

Secretarial Audit Report for the company and its
material subsidiaries for FY 25-26 is annexed to this
report as Annexure I.

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

AUDITORS

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

M/s. B S R & Associates LLP will complete two
consecutive terms of five years each as the Statutory
Auditors of the Company at the conclusion of the
Thirty Second Annual General Meeting to be held on
July 24, 2026, and shall thereafter retire in accordance
with the provisions of the Companies Act, 2013.

Accordingly, it is proposed to appoint M/s. Price
Waterhouse Chartered Accountants LLP, Chartered
Accountants (Firm Registration Number: 012754N/
N500016), as Statutory Auditors of the Company for
a term of five consecutive years commencing from
the conclusion of the Thirty Second Annual General
Meeting until the conclusion of the Thirty Seventh
Annual General Meeting of the Company to be held in
the financial year 2031.

Statutory Auditors Report:

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

Details of Frauds reported by Auditors:

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

In compliance with the provisions of Regulation
24A of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, and Section 204
of the Companies Act, 2013, shareholders at the

31^st Annual General Meeting held on July 25, 2025
approved the appointment of M/s. Satheesh &
Remesh Company Secretaries, a peer reviewed firm,
as Secretarial Auditors of the Company for a term of
five consecutive years commencing from FY 2025-26
to FY 2029-30.

COST RECORD AND AUDIT

Maintenance of cost records and requirement of cost
audit as prescribed under the provisions of Section
148(1) of the Companies Act, 2013 and rules made
thereunder are not applicable to the Company during
the period ended 31^st March, 2026.

DIVIDEND DISTRIBUTION POLICY

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

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

REMUNERATION POLICY

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

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

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

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

RISK MANAGEMENT POLICY

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

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

WHISTLE BLOWER POLICY & VIGIL
MECHANISM

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

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

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

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Corporate Social Responsibility Committee
comprises of Mr. C J George - Chairman & Managing
Director as Chairman, Mr. Binoy Varghese Samuel
- Non - Executive Independent Director and Mr.
Satish Menon - Executive Director as members. The
Committee convened twice during the financial
year 2025-26. The Committee has formulated and
recommended to the Board a Corporate Social
Responsibility Policy (CSR Policy) indicating activities
to be undertaken by the Company, which has been
approved by the Board. The Company established a
charitable trust namely Geojit Foundation and carry
most of the CSR activities of the company through
the foundation.

The Company has identified Education & Skill
Development, Health, Social Inclusion and
Environment as focus areas of engagement for
CSR activities. The Company would also undertake

other initiatives in compliance with Section 135 read
with Schedule VII of the Companies Act 2013. The
Annual Report on CSR activities is annexed herewith
and marked as Annexure II to this report. The CSR
Policy is available on website of the company at
https://www.geoiit.com/StaticPdf/02 CSR%20
Policy.pdf.

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

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

INTERNAL CONTROL SYSTEM

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

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

The Company's Board & Audit Committee reviews
adherence to internal control systems, internal audit
reports and legal compliances. The Audit Committee

reviews all quarterly and yearly financial results of the
Company and recommends the same to Board for its
approval.

Further, the Statutory Auditors of the Company also
conducted audit of the Internal Financial Controls
Over Financial Reporting of the Company as on
March 31, 2026, and issued their report which forms
part of the Independent Auditor's Report.

INSIDER TRADING REGULATIONS

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

RELATED PARTY TRANSACTIONS

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

The Policy on materiality of related party transactions
and dealing with related party transactions as
approved by the Board may be accessed on the
Company's website athttps://www.geojit.com/
StaticPdf/GFSL%20-%20Final%20approved%20
RTP%20Policy%20-%20clean.pdf.

Your Directors draw attention of the members to
Note 43 of the financial statements, which sets out
related party disclosures.

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

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

digital initiatives the company has also substantially
reduced its paper consumption.

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

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

HUMAN RESOURCES

As a service Company, the Company's operations
are heavily dependent on qualified and competent
personnel. As on 31^st March 2026, the total strength
of the Company's permanent employees stood at
3345 excluding trainees, casual & contract staff.
Your Company takes significant effort in training all
employees at various levels.

PARTICULARS OF EMPLOYEES

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

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

EMPLOYEE STOCK OPTION SCHEME (ESOS)

During FY 2025-26, the Company had three
Employee Stock Option Schemes viz, ESOS 2017,
ESOS 2024 and ESOS 2025. The Board of Directors
of the Company has allotted 96,667 equity shares of
' 1/- each under 2017 to its employees who exercised
the stock options in accordance with the terms and
conditions of ESOS.

The ESOS 2017 ceased to be in force upon expiry of
its validity period on January 31, 2026.

During the year under review, the Company has not
amended the terms of stock options granted under
the existing Employee Stock Option Schemes

The ESOS 2024 and ESOS 2025 are in compliance
with the Regulation 14 of the Securities and Exchange
Board of India (Share Based Employee Benefits and

Sweat Equity) Regulations, 2021 and the Companies
Act, 2013.

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

Disclosure 2025-26.pdf.

DISCLOSURE RELATED TO THE
SHAREHOLDERS AGREEMENTS BINDING THE
COMPANY

As on 31^st March 2026, there are two agreements
binding the Company:

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

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

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

TRANSFER OF UNPAID AND UNCLAIMED
AMOUNTS TO IEPF

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

DETAILS WITH RESPECT TO UNCLAIMED
SUSPENSE ACCOUNT

The Company holds a Demat Unclaimed Suspense
Account with Geojit Investments Limited for holding
the unclaimed shares of the Company.

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

DEPOSITS

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

PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS

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

MATERIAL CHANGES AND COMMITMENTS

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

CHANGE IN THE NATURE OF BUSINESS, IF
ANY

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

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

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

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

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

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

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

COMPLIANCE WITH THE PROVISIONS OF
MATERNITY BENEFIT ACT 1961

The Company has complied with the provisions of
Maternity Benefit Act 1961.

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

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

GENERAL

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

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

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

ACKNOWLEDGEMENTS

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

For and on behalf of the Board of Directors

C J George

Place : Kochi Chairman & Managing Director

Date: 29.04.2026 DIN: 00003132

1

The income and expenses presented in the table above represent the Company's proportionate share in joint
venture/Associates. In the Consolidated financial statements, Barjeel Geojit and BBK Geojit are consolidated
using "equity method" of accounting Accordingly, the total income and total expense do not directly get
consolidated. Only the share of GFSL in total gain / (loss) is consolidated into P&L.