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Geojit Financial Services Ltd.

BSE: 532285 Sector: Financials
NSE: GEOJITFSL ISIN Code: INE007B01023
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VOLUME 52877
52-Week high 147.00
52-Week low 34.10
P/E 54.42
Mkt Cap.(Rs cr) 2,909
Buy Price 122.45
Buy Qty 701.00
Sell Price 0.00
Sell Qty 0.00
OPEN 119.75
CLOSE 119.20
VOLUME 52877
52-Week high 147.00
52-Week low 34.10
P/E 54.42
Mkt Cap.(Rs cr) 2,909
Buy Price 122.45
Buy Qty 701.00
Sell Price 0.00
Sell Qty 0.00

Geojit Financial Services Ltd. (GEOJITFSL) - Director Report

Company director report

Dear Shareholders

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

FINANCIAL HIGHLIGHTS (C in Crores)

Particulars

standalone

consolidated

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

Review of performance

on a standalone basis your Company has recorded a total income of '266.75 crores forthe financial year ended 31st March 2017 an increase of 13% compared to last year'sfigure of '236.37 crores. The profit before tax is '74.04 crores and the net profit aftertax is '38.31 crores. Basic earnings per share work out to '1.63 compared to '1.53 in theprevious year.

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

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

dividend

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

Increase in share capital

During the year under review the paid up share capital of the Company increased from'234898476/- divided into 234898476 equity shares of '1/- each to '235544665/-

divided into 235544665 equity shares of Re. 1/- each consequent to the issue of646189 equity shares to employees upon exercise of stock options under Employee Stockoption plan- 2010 of the Company.

Consolidated financial statement

The Consolidated Financial Statements of the Company are prepared in accordance withSection 129 of the Companies Act2013 read with relevant Accounting Standards issued bythe Institute of Chartered Accountants of India and forms part of this Annual Report.

Subsidiaries joint ventures and associate companies

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

Subsidiaries :

i. Geojit Credits private Limited

ii. Geojit Investment Services Limited

iii. Geojit Financial Management Services private Limited

iv. Qurum Business Group Geojit Securities LLC

v. Geojit technologies private Limited

vi. Geojit Financial Distribution private Limited Joint Ventures :

i. Barjeel Geojit Securities LLC

ii. Aloula Geojit Capital Company

Associates :

i. BBK Geojit Securities Co. KSCC

the Board of Directors of the two wholly owned subsidiary companies viz. GeojitFinancial Management Services private Limited and Geojit Financial Distribution privateLimited proposed a scheme of merger with Geojit Investment Services Limited (anotherwholly owned subsidiary) pursuant to the provisions of Sections 391 to 394 and otherapplicable provisions of the Companies Act 1956 (pending notification of thecorresponding provisions of the Companies Act 2013).

Meetings of the shareholders for approval of the scheme of merger were held in March2016 after giving due notice and publication in accordance with the directions of the HighCourt. the shareholders of the aforementioned companies approved the Scheme ofArrangement. A petition has been filed seeking sanction of the Scheme of Amalgamationbetween the said companies. on notification of relevant sections under Companies Act2013 the above mentioned petition has now been transferred to National Company Lawtribunal (NCLT)

change of name of the company

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

Directors and key managerial personnel

i. cessation

Jean Christophe Gougeon Franciska Decuypere and Jean philippe Huguet who wererepresenting BNp paribas ceased to be Directors of the Company from 4th August 2016 25thNovember 2016 and 23rd November 2016 respectively. the withdrawal of BNp paribas nomineefrom the Board of the Company is in accordance with the provisions of restatedshareholders agreement entered between Company BNp paribas S A its affiliate and theinitial promoters of the Company.

ii. retirement by rotation

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

Adoption of new articles of association of the company

the Company has adopted a new Articles of Association in view of the

changes as per Companies Act 2013 and the re-stated Shareholders' Agreement betweenthe Company BNp paribas S A its affiliate and the initial promoters of the Company.

Annual evaluation of the board its committee and individual directors

pursuant to the provisions of Companies Act2013 and the Listing Regulations the Boardof Directors has carried out an annual evaluation of its own performance its Committeeand individual Directors. Assessment sheets for evaluation of performance of Board itscommittees and individual directors were prepared based on various aspects which amongother parameters included composition of the Board and its Committees conducting ofBoard Meetings effectiveness of its governance practices etc.

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

Familiarization programme for independent directors

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

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

Remuneration policy

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

the nonexecutive Directors of the Company shall be entitled to receive remuneration byway 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 andindirect remuneration primarily and strategic remuneration which can be performance Linkedand/or profit linked incentive.

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

risk management policy

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

Whistle blower policy & vigil mechanism

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

All Directors and employees of the Company are eligible to make protected disclosuresunder the policy addressed to the Vigilance officer of the Company in relation to mattersconcerning the Company. We further affirm that no employee of the Company was deniedaccess to the Audit Committee.

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

particulars of loans guarantees or investments

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

internal control system

The Company has put in place an adequate system of internal control commensurate withits size and nature of business. These systems provide a reasonable assurance in respectof providing financial and operational information complying with applicable statutessafeguarding 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 InternalAudit Charter approved by the Audit Committee. the Company has a dedicated Internal Auditteam with skills commensurate with the size nature & complexity of operations of theCompany. Internal Audit reports functionally to the Audit Committee of Board which reviewsand approves risk based annual internal audit plan. Audit Committee periodically reviewsthe performance of internal audit function. During the year the Audit Committee metregularly to review reports submitted by the Internal Audit department. All significantaudit observations and follow-up actions there on were reported to the Audit Committee.

the Company's Board & Audit Committee reviews adherence to internal controlsystems internal audit reports and legal compliances. the Audit Committee reviews allquarterly and yearly financial results of the Company and recommends the same to Board forits approval.

Transfer of unpaid and unclaimed amounts to IEPF

pursuant to the provisions of Section 124 of the Companies Act 2013 money transferredto the unpaid Dividend Account of the Company and which has remained unpaid or unclaimedfor a period of seven years from the date of transfer has been transferred by the Companyto the Investor Education and protection Fund ("IERF") established by theCentral Government pursuant to Section 125 of the said Act.

Management's discussion & analysis

the Management's Discussion and Analysis is given separately and forms part of thisAnnual Report.

Insider trading regulations

Based on the requirements under SEBI (Prohibition of Insider trading) Regulations2015 as amended from time to time the Company has adopted a Code of Conduct forPrevention of Insider trading and Code of Corporate Disclosures which is applicable to allDirectors and the Designated Employees of the Company. the Code lays down the guidelineswhich advises on the procedures to be followed and disclosures to be made while dealing inshares of the Company and indicate the consequences of non-compliance. A copy of the Codehas been put on the Company's website.

code of conduct for directors & senior officers

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

Human resources

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

employee stock option scheme (Esos)

the Company presently have two Employee Stock Option Schemes viz ESOS 2010 and ESOS2016. the Nomination & Remuneration Committee at its meeting held on August 04 2016granted 8079340 options under ESOS 2016. the Board of Directors of the Company hasallotted total 5127124 equity shares of Re. 1/- each under ESOS 2010 Scheme to itsemployees who exercised the stock options on various dates at various exercise prices inaccordance with the terms and conditions of ESOS.

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

corporate social responsibility (csR)

the Corporate Social Responsibility Committee has formulated and recommended to theBoard a Corporate Social Responsibility Policy (CSR Policy) indicating activities to beundertaken by the Company which has been approved by the Board. the Company established acharitable trust namely Geojit Foundation and carries the CSR activities of the companythrough the foundation.

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

Particulars of employees

Particulars of employees covered by the provisions of Section 197 of the Companies Act2013 read with Companies (Appointment and Remuneration of Managerial personnel) Rules2014 is given as Annexure III to this Report.

Directors' responsibility statement

pursuant to requirement of Section 134(3)(c) and Section 134(5) of the Companies Act2013 and based on the representations received from the Management your Directors statethat :

i. in the preparation of the annual accounts for the financial year ended 31st March2017 the applicable accounting standards have been followed and there are no materialdepartures from the same;

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

iii. the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the company and for preventing and detecting fraud andother 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 thecompany and that such internal financial controls are adequate and were operatingeffectively; and

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

Conservation of energy technology absorption foreign exchange earnings and outgo

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

Corporate governance

Your Company has complied with the Corporate Governance requirements under CompaniesAct2013 and as stipulated under the provisions of the SEBI (Listing obligations andDisclosure Requirements) Regulations 2015. A detailed Report on Corporate Governance isgiven as Annexure V to this Report. A certificate of Statutory Auditor confirmingcompliance of the Corporate Governance requirements by the Company is attached to theReport on Corporate Governance.

secretarial audit report

In accordance with the provisions of Section 204 of the Companies Act 2013 the Boardhas appointed M/s. Satheesh & Remesh - Company Secretaries in Whole Time practiceKochi as the Secretarial Auditor for the financial year 2016-17. the report of theSecretarial Auditor is annexed to this report as Annexure VI.

Auditors

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

the Auditors' Report to the Shareholders for the year under review does not contain anyqualification.

Extract of annual return

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

Number of board meetings

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

composition of audit committee

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

Related party transactions

All contracts/arrangements/transactions entered by the Company

during the financial year with the related parties were in the ordinary course ofbusiness and on an arm's length basis. During the year the company had not entered intoany contract/ arrangement / transaction with any related party which could be consideredmaterial in accordance with the policy of the company on materiality of related partytransactions. Thus disclosure in Form AoC-2 is not required.

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

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

Policy relating to directors appointment

the Company with the approval of nomination & Remuneration Committee has adopted apolicy on Board diversity and the recommendation of candidature for Board appointment willbe based on merit that complements and expands the skills experience and expertise of theBoard as a whole taking into account gender age professional experience andqualifications cultural and educational background and any other factors that the Boardmight consider relevant and applicable from time to time towards achieving a diverseBoard.

Declaration by independent directors

the Company has received necessary declaration from each Independent Director underSection 149(7) of the Companies Act 2013 that he meets the criteria of Independence laiddown in Section 149(6) of the Companies Act 2013.

Disclosure as per sexual harassment of women at workplace! prevention prohibition andredressal ) Act 2013.

the Company has zero tolerance for sexual harassment at work place and has adopted apolicy on prevention prohibition and redressal of sexual harassment at workplace in linewith the provision of Sexual Harassment of Women at Workplace (prevention prohibition andRedressal) Act 2013 and the rules framed thereunder. As required under the Law aninternal complaints committee has been constituted for reporting and conducting inquiryinto the complaints made by the victim on the harassments at the work place.

Your Directors further state that during the year under review one complaint wasreceived pursuant to the Sexual Harassment of Women at Workplace (prevention prohibitionand Redressal) Act 2013 and the

same was investigated in accordance with the procedures prescribed and adequate stepswere taken to resolve them.

General

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

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

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

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

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

Acknowledgements

Your Directors wish to acknowledge the valuable guidance and assistance received fromSecurities and Exchange Board of India Stock Exchanges & other RegulatoryAuthorities BNp paribas KSIDC our clients and business partners. We look forward toreceiving their continued support and encouragement. the Board of Directors wishes toextend their thanks and appreciation and express their gratitude for the continuingcommitment and dedication of employees at all levels. the Directors are thankful to theesteemed shareholders for their support and the confidence reposed in the Company.

For and on behalf of the Board of Directors

place : Kochi A P Kurian

Date :26.05.2017 Chairman

An nexu re-l_ to

[Details of the Employee Stock Option Scheme (ESOS) as of March 31 2017 pursuant tothe requirements under Regulation 14 of the Securities and Exchange Board of India (ShareBased Employee Benefits) Regulations 2014]

• The Company has two ESOS viz. ESOS 2016 and ESOS 2010.

• During the year under review the Company has not amended the terms of stockoptions granted under ESOS 2016 and ESOS 2010.

The following details have been disclosed on the Company's website at http://www.geojit.com

A. Relevant disclosures in terms of the'Guidance note on accounting for employeeshare-based payments'issued by ICAI or any other relevant accounting standards asprescribed from time to time.

The disclosures are provided in the Note 40 to the financial statements of the Companyfor the year ended 31st March 2017.

B. Diluted EPS on issue of shares pursuant to all the schemes covered under theregulations in accordance with Accounting Standard 20 - Earnings Per Share'issued by

ICAI or any other relevant accounting standards as prescribed from time to time.

^1.63

Details related to ESOS:

(i) The Company has in existence two ESOS during the year viz. ESOS 2016 and ESOS 2010.The stock options under ESOP 2010 were granted in four tranches and 8079340 options weregranted as tranche 1 of ESOS 2016. The general terms and conditions of the same as givenbelow:

(a) Dateof shareholders'approval

ESOS 2016-Tranche 1 (Granted during 2016-17)

ESOS 2010-Tranche II (Granted during 2012-13)

ESOS 2010-Tranche III (Granted during 2013-14)

ESOS 2010-Tranche IV 1 (Granted during 2014-15) I

(b) Total number of options approved under ESOS

9400000

11200000

(c) Vesting reguirements

Vesting will be on 1st of October every year starting from 1st Oct 2017 provided the employee has fulfilled the conditions of target achievement for the previous financial year. The vesting would be in four tranches over a period of 4 years.

100% of stock options shall vest on completion of two years from the grant date.

Description

ESOS 2016-Tranche 1 (Granted during 2016-17)

ESOS 2010-Tranche II (Granted during 2012-13)

ESOS 2010-Tranche III (Granted during 2013-14)

ESOS 2010-Tranche IV (Granted during 2014-15)
d) Exercise price / pricing formula

Closing market price of the share in the Stock Exchange in which the highest volume was recorded on the date prior to the Nomination & Remuneration Committee Meeting date in which options were granted(i.e. ?41.60 per option)

Closing market price of the share in the Stock Exchange in which the highest volume was recorded on the date prior to the Compensation Committee Meeting date in which options were granted(i.e ?20.55 per option)

Closing market price of the share in the Stock Exchange in which the highest volume was recorded on the date prior to the Compensation Committee Meeting date in which options were granted(i.e ?23.95 per option)

Closing market price of the share in the Stock Exchange in which the highest volume was recorded on the date prior to the Nomination & Remuneration Committee Meeting date in which options were granted(i.e ?41.45 per option)
(e) Maximum term of options granted

Eight years from the date of grant of stock options

Five years from the date of grant of stock options

Five years from the date of grant of stock options

Five years from the date of grant of stock options
(f) Source of shares (primary secondary or combination)

Primary

Primary

Primary

Primary
(g) variation in terms of options

No variation in the terms of grant of stock options during 2016-17.

No variation in the terms of grant of stock options during 2016-17.

No variation in the terms of grant of stock options during 2016-17.

No variation in the terms of grant of stock options during 2016-17.
(ii) Method used to account for ESOS

Intrinsic Value

(iii) (a) Difference between the employee compensation cost so computed and the employee compensation cost that shall have been recognised if it had used the fair value of the options.

^195.46 lakhs

?25.11 lakhs
Mr (iii) (b) The impact of this e=: difference on profits and on =~ EPS of the Company.

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Profit for the Year (As reported) ^383153720

Add: Expense on Employee Stock Option Plans under Intrinsic Value Method-? Nil

Less: Expense on Employee Stock Option Plans under Fair Value Method- ?22056976

Profit for the Year (Proforma)- ?361096744

Basic earnings per share (As reported)-1.63

Basic earnings per share (Proforma)-1.54

Diluted earnings per share (As reported)-1.63

Diluted earnings per share (Proforma)-1.53

i—E
(iv) option movement during the year :
Description ESOS 2016- Tranche 1

ESOS 2010- Tranche ii

ESOS 2010- Tranche iii

ESOS 2010- Tranche iV

Number of options outstanding at the beginning of the period -

611735

1383437

2369677

number of options granted during the year 8079340

-

-

-

number of options forfeited / lapsed during the year 688760

31690

71020

229075

number of options vested during the year -

-

-

2316539

number of options exercised during the year -

227670

316625

16654

number of shares arising as a result of exercise of options -

227670

316625

16654

Money realized by exercise of options (InR) if scheme is implemented directly by the Company

4678618

7583169

690308

Loan repaid by the Trust during the year from exercise price received
Number of options outstanding at the end of the year 7390580

352375

995792

2123948

Number of options exercisable at the end of the year -

352375

995792

2123948

V. (a) Exercise prices of the options 41.60

20.55

23.95

41.45

(b) the weighted-average fair value of the options 11.19

4.71

5.70

16.64

VI. Options granted to Directors & Senior Managerial Personnel :

Name Designation No. of options granted under ESoS 2016 ( tranche 1) No. of options granted under ESoS 2010 (tranche ii) No. of options granted under ESoS 2010 (tranche iii) No. of options granted under ESoS 2010 (tranche iV)
Mr. Satish Menon executive Director 500000* 6900 9876 10390
Mr. A. Balakrishnan Managing Director Geojit technologies (p) Ltd. - 8050 10780 10816
Ms. Jaya Jacob Alexander Chief Human Resources - 4600 4068 4260
Mr. Joe peter Chief Financial officer - 3000 5394 2934

(vii) A description of the method and significant assumptions used during the year toestimate the fair value of options including the following information:

Description Esos 2016- Tranche 1 esos 2010- tranche ii Esos 2010- tranche iii Esos 2010- tranche iV
Weighted-average value of share price 41.60 20.55 23.95 41.45
Weighted-average exercise price 41.60 20.55 23.95 41.45
Expected volatility 43% 39% 42% 66%
Expected option life 1-4 2 2 2
Expected dividends 2.64% 4.04% 4.59% 0.46%
Risk-free interest rate 6.50% 8% 8% 8%
The method used and the assumptions made to incorporate the effects of expected early exercise;

Black - Scholes Options pricing model

how expected volatility was determined including an explanation of the extent to which expected volatility was based on historical volatility;

The following factors have been considered for ESOS 2010 & ESOS 2016:

a) Dividend yield- based on dividend per share and average market price for one year prior to grant date.

b) Historical volatility- Based on the highest and lowest market price one year prior to grant date.

c) Discount Rate - Bond Equivalent Yield

d) Expected Life in Years i.e. the period up to the date of vesting.

e) Present Value of Exercise Price

d) whether and how any other features of the option grant were incorporated into the measurement of fair value such as a market condition

Annexure II

Statement of foreign exchange earning and outgo (in C )
particulars 2016-17 2015-16
Foreign Exchange earnings 20614697 26043782
Foreign Exchange outgo 2011922 2573348

Statement of Disclosure of Remuneration

(a) Pursuant to Section 197 of the Act and Rule 5(1) of Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014

1. Ratio of the remuneration of each Whole-time Director* to the median remuneration ofthe employees of the Company for the financial year 2016 - 17 the percentage increase inremuneration of Chief Executive officer Chief Financial officer and Company Secretaryduring the financial year 2016-17

sr. No. Name of director/Key Managerial personnel designation ratio of remuneration of each director to median remuneration of employees percentage increase in remuneration#
1. Mr. C J. George Managing Director and Chief executive officer 130.16 22%
2. Mr. Joe peter Chief Financial officer Not applicable 12%
3. Mr. Liju K Johnson Company Secretary Not applicable 4%

* None of the Non executive Directors of the Company was paid remuneration exceptsitting fees paid for Board/Committee Meetings.

i. The percentage increase/decrease in the median remuneration of employees for thefinancial year was -2%.

ii. the Company had 2195 permanent employees on the rolls of Company as on 31st March2017.

iii. Average percentage increase made in the salaries of employees other than the keymanagerial personnel in the last financial year was .-3%.

iv. It is hereby affirmed that the remuneration paid during the year is as per theRemuneration policy of the Company.

(b) pursuant to Section 197 (12) of the Act and Rule 5(2) of the Companies (Appointmentand Remuneration of Managerial personnel) Rules 2014

Name & Qualification Age in Years designation remuneration received (in ') Experience (in No. of years) date of

commencement of employment

Last

Employment

Nature of employment % of shares held in the company Whether related to any directors or Manager of the company
Mr. C.J. George M.Com CFp 58 Managing

Director

'19703019 31 24.11.1994 propreitor Geojit & Co. permanent 18.37 No

on behalf of the Board of Directors For Geojit Financial Services Limited

A.P. Kurian

Chairman

Din :00008022

Kochi

Date :26.05.2017