The Directors have pleasure in presenting the 17th Annual Report of
 your Company for the financial year ended 31 March 2011.
 
 Financial Highlights
 
                                                        (Rs in crore)
 
                           Standalone                Consolidated
 
 Particulars          2010-11  2009-10  Change  2010-11 2009-10  Change
 
 Total Income          271.40   288.18    (6%)   281.29  304.24     (8%)
 
 Profit Before Tax      63.81    81.72   (22%)    50.25   76.80    (35%)
 
 Provision for Tax      15.08    24.56   (39%)    18.80   28.43    (34%)
 
 Profit After Tax       48.73    57.15   (15%)    29.02   46.18    (37%)
 
 Balance brought 
 forward                88.47    54.96
 from previous year
 
 Profit available for  137.20   112.11
 appropriation
 
 Appropriations :
 
 Transfer to General 
 Reserve                 5.00     5.72
 
 Dividend               17.12    17.92
 (Including Dividend Tax)
 
 Balance carried to    115.08    88.47
 Balance Sheet
 
 Review of Performance
 
 On a standalone basis, your Company has recorded a total income from
 Rs271.40 crore for the financial year ended 31 March 2011, a decrease of
 6% compared to last years figure of Rs288.18 crore. The operating
 profit is Rs63.81 crore and the net profit after tax is Rs48.73 crore.
 The profit after tax decreased by 15%. Basic earnings per share work
 out to Rs2.16 compared to Rs2.55 in the previous year.
 
 On a consolidated basis your company earned a total income of Rs281.29
 crore for the financial year, a decrease of 8% from the previous years
 figure of Rs304.24 crore, an operating profit of Rs50.25 crore and a net
 profit of Rs29.02 crore.
 
 A detailed analysis of the performance is given in the Management
 Discussion and Analysis Report appended hereto.
 
 Dividend
 
 Your Directors are pleased to recommend a dividend of 75 paise per
 share of Rs1 each for the financial year ended 31 March 2011. The
 payment of dividend together with tax thereon will absorb Rs19.92 crore.
 
 Increase in Share Capital
 
 During the year under review, the paid-up share capital of the Company
 increased from Rs22.52 crore to Rs22.83 crore, consequent to the issue of
 3,106,479 equity shares to employees upon exercise of stock options
 under the Employee Stock Option Plans of the Company.
 
 Directors
 
 In accordance with Article 80 of the Articles of Association of the
 Company, Mr. R. Bupathy and Mr. A. P. Kurian, Non-Executive and
 Independent Directors, retire by rotation at the ensuing Annual General
 Meeting and being eligible offer themselves for re-appointment.
 
 Brief details of Directors proposed to be appointed and re-appointed
 are given in the Notice of Annual General Meeting.
 
 Consolidated Results
 
 The Consolidated Financial Results representthose of Geojit BNP Paribas
 Financial Services Limited, its subsidiaries i.e., Geojit Investment
 Services Limited (100% held), Geojit Financial Management Services
 Private Limited (100% held), Geojit Credits Private Limited (65.03%
 held), its step down subsidiaries i.e., Geojit Technologies Private
 Limited (65% held), Geojit Financial Distribution Private Limited
 (100%), Geojit Technologies FZ LLC, Dubai (100% held) and its joint
 ventures i.e., BNP Paribas Securities India Private Limited (50% minus
 one share held), Barjeel Geojit Securities L.L.C., Dubai (30% held) and
 Al-Oula Geojit Brokerage Company, Saudi Arabia (28% held) prepared in
 accordance with the relevant Accounting Standards issued by the
 Institute of Chartered Accountants of India.
 
 Subsidiaries
 
 Ministry of Corporate Affairs has granted general exemption under
 Section 212(8) of the Companies Act, 1956 exempting companies from
 attaching copies of the Balance Sheet, Profit and Loss Account, Reports
 of the Board of Directors and Auditors of Subsidiaries as specified
 under Section 212(1) of the Companies Act, 1956 subject to publication
 of certain summarised financial information of the subsidiaries in the
 Annual Report. Accordingly these documents related to subsidiaries are
 not attached to the Balance Sheet and the summarised financial
 information related to subsidiaries is included in the Annual Report.
 Full annual report including financial information of the subsidiaries
 is published on the website of the Company and will be available upon
 request by any member interested in obtaining the same. All those
 documents related to subsidiaries are kept in the head office of the
 Company for inspection by any interested shareholder.
 
 Geojit Investment Services Limited recorded revenue of Rs4.15 crore and
 a profit after tax of Rs2.21 crore.
 
 Geojit Credits Private Limited recorded total revenue of Rs6.19 crore
 and profit after tax of Rs2.50 crore during the year.
 
 The revenue of Geojit Technologies Private Limited, a step down
 subsidiary engaged in software development and services registered a
 consolidated revenue of Rs11.00 crore and a net profit after tax of
 Rs4.27 crore during the year.
 
 Another step down subsidiary viz., Geojit Financial Distribution
 Private Limited engaged in insurance referrals has recorded a total
 income of Rs0.53 crore and net profit after tax of Rs0.24 crore.
 
 Geojit Financial Management Services Private Limited, another
 subsidiary recorded a loss of Rs0.06 crore in the previous year.
 
 Considering the insignificant business activity of Geojit Investment
 Services Limited, the Board of Directors of the company proposed a
 Scheme of Amalgamation of Geojit Investment Services Limited with
 Geojit BNP Paribas Financial Services Limited in the year 2009 pursuant
 to Section 394 of the Companies Act, 1956. Since Geojit Investment
 Services Limited was engaged in commodities futures brokerage as a
 member of relevant exchanges, Forward Markets Commissions clearance is
 awaited for the proposed amalgamation. Such clearance is awaited.
 
 Joint Ventures
 
 Barjeel Geojit Securities L.L.C., a joint venture in Dubai with Al Saud
 Group in which Geojit holds 30% recorded a net profit of Rs9.12 crore
 (Previous year Rs7.46 crore) of which Geojits share is Rs2.74 crore.
 
 Al-Oula Geojit Brokerage Company, the joint venture in Saudi Arabia
 with Al Johar Group in which Geojit holds 28%, reported a net loss of
 Rs10.09 crore (Previous year Rs2.83 crore) of which Geojits share is
 Rs2.82 crore.
 
 BNP Paribas Securities India Private Limited, the joint venture in
 Mumbai with BNP Paribas for institutional broking in which Geojit holds
 49.99%, recorded a net loss of Rs16.97 crore (Previous year Rs14.84
 crore) of which Geojits share is Rs8.48 crore.
 
 Fixed Deposits
 
 Your company has not accepted any fixed deposits from the public under
 Section 58(A) of the Companies Act, 1956 and as such, no amount of
 principal or interest is outstanding as of the balance sheet date.
 
 Human Resources
 
 As a service company, the Companys operations are heavily dependent on
 qualified and competent personnel.  As on 31 March 2011, the Company
 had a total head count of 3230. Your Company takes significant effort
 in training all employees at various levels and conducted 1373 training
 programmes during the year, which covered 13516 participants.
 
 Employee Stock Option Plan
 
 During the year some employees of the Company have exercised part of
 their stock options granted under the Employees Stock Option Plan 2005
 and the Compensation Committee of the Board of Directors of the Company
 has allotted total 3,106,479 equity shares on various dates to those
 who exercised the stock options at various exercise prices in
 accordance with the terms and conditions of the ESOP.
 
 The Company had obtained the approval of members for issuing 11,200,000
 stock options under Employees Stock Option Plan 2010 (ESOP 2010) in the
 last Annual General Meeting. In accordance with the said approval, the
 Company has granted another 2,786,795 stock options under Employees
 Stock Option Plan 2010 during the year which covered 1460 employees.
 
 Details of the equity shares issued under ESOP, as also the disclosures
 in compliance with clause 12 of the SEBI (Employees Stock Options
 Scheme and Employees Stock Purchase Scheme) Guidelines, 1999 are set
 ogt in Annexure I to this Report.
 
 Particulars of Employees
 
 Particulars of the employee covered by the provisions of Section 217
 (2A) of the Companies Act, 1956 read with Companies (Particulars of
 employees) Rules, 1975 is given as Annexure II to this Report.
 
 Directors Responsibility Statement
 
 As required under Section 217(2AA) of the Companies Act, 1956, your
 Directors confirm having :
 
 i. followed in preparation of the Annual Accounts, the applicable
 standards with proper explanation relating to material departures,
 where applicable;
 
 ii. 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 your Company at
 the end of the financial year and the profit of your Company for that
 period;
 
 iii. taken proper and sufficient care for the maintenance of adequate
 accounting records in accordance with the provisions of the Companies
 Act, 1956 for safeguarding the assets of your Company and for
 preventing and detecting fraud and other irregularities; and
 
 iv. prepared the Annual Accounts on a going concern basis.
 
 Conservation of Energy, Technology Absorption, Foreign Exchange
 Earnings and Outgo
 
 The Company has nothing to report in respect of information on
 conservation of energy and technology absorption as required under
 Section 217(1) of the Companies Act, 1956 read with Companies
 (Disclosures of Particulars in the Report of Board of Directors) Rules,
 1988 since the Company is not engaged in manufacturing or processing
 business. The details regarding foreign exchange earnings and outgo are
 given as Annexure III to this report.
 
 Corporate Governance
 
 Your Company has complied with the Corporate Governance norms as
 stipulated under the provisions of the Listing Agreement entered into
 with the Stock Exchanges.  A detailed Report on Corporate Governance is
 given as Annexure IV to this Report. A certificate of Statutory Auditor
 confirming compliance of the Corporate Governance requirements by the
 Company is attached to the Report on Corporate Governance.
 
 Auditors
 
 M/s. Deloitte Haskins & Sells, Chartered Accountants, 1st Floor,
 Wilmont Park Business Centre,Warriam Road, Kochi - 682 016, (ICAI
 Registration No. 008072S) were appointed as statutory auditors of your
 company to conduct the audit of accounts for the year ended 31 March,
 2011.  Their term of appointment expires at the conclusion of the
 forthcoming Annual General Meeting. Your Directors have proposed them
 for reappointment at the forthcoming AGM.
 
 Acknowledgements
 
 Your Directors wish to acknowledge the valuable guidance and assistance
 received from Securities and Exchange Board of India, Stock Exchanges
 and other Regulatory authorities, BNP Paribas, KSIDC, our clients and
 business partners. We look forward to receiving their continued support
 and encouragement. The Board of Directors wishes to extend their thanks
 and appreciation and express their gratitude for the continuing
 commitment and dedication of
 
 employees at all levels. The Directors are thankful to the esteemed
 shareholders for their support and the confidence reposed in the
 Company.
 
                           For and on behalf of the Board of Directors
 
                                                                  Sd/-
 
 Place  :   Kochi                                         A. P. Kurian
 
 Date    :   06-06-2011                                       Chairman