The Directors are please to present the 32"“ Annual Report of
Choice International Limited (the Company' or “Choice")
along with the Audited Financial Statements both Standalone
& Consolidated for the Financial Year ('FY'j ended Marcn 31.
2025 (Year under review)

This report read In conjunction with the Corporate
Governance Report Management Discussion and Analysts
Report & Financial Statements of the Company shall give a fair
representation of the Organisation as a whole including the
Performance of the Company, the Current Position of the
Company, the new advancements Implemented by the
Company and the future outlook and largely the “Choice"
group at a stance. The Consolidated performance of the
Company and its subsidiaries has been referred to
wherever required.

The Rcpon is available on the website of the Company
nttps;//choiceindia.com/annual report

CORPORATE OVERVIEW

An organisation with an existence for more than three
decades, have strived to empower its clients by providing
them a portfolio of tailored services through operating
synergies wifhln the group. With the agenda of bringing
Financial Discipline in the masses of the Country, the Financial

Conglomerate “Choice* provdes an range of Services namely
Stock Broking & Dislnpution Non-Banking Financial Services
& Advisory which Includes Investment Banking, Govt
Infrastructure Consultancy & Govt. Advisory

FINANCIAL HIGHLIGHTS (? in Lakhs)

For FY25. the Company on consolidated basis has ieported a
total revenue of INR 9217 crore, a significant increase from
INR 759.3 crore in FY24, tepresentlng a year-on-year growth
of 21%. This growth reflects the company's continued
expansion across business verticals and its ability to capture
new opportunities in a dynamic market environment

EBITDA on Consolidated oasis for FY25 stood at INR 295 9
crore. up from INR 2278 crore in FY24. registering a robust

Key Highlights

Revenue (? Mn)

? CAGR-43%

O'Pi'22 Q2FY22 Q3FV22 Q4FY22 Q1FY23 02FY23 03FV23 Q4FY23 Q1FY24 02 Pf24 Q3FY24 Q4FY24 Q1FY25 G2FY25 Q3FY25 04FY25

PAT (? Mn)

A CAGR-43%

The Company on Consolidated basis has demonstrated a
strong revenue trajectory, growing from INR 61.6 CTore In Q1
FY22 to INR 255 0 crore In Q4 FY25. This represents a 43%
compound annual growth rate (CAGR) over the last tour years.
The consistent quarterly momentum reflects the company's
expanding market footpnnt and its ability to scale operations
across business lines.

PAT has shown equally impressive momentum, increasing
from INR 12.9 crore in 01 FY22 to INR. 53 5 crore In 04 FY25.

doliver-ng a 43% CAGR over the last four years The growth
underscores the company’s focus on profitability, product mix
opfimizatlon, and efficient capital allocation

The consistent quarterly performance in both revenue and
PAT Highlights tne Company's robust fundamentals and
ability to deliver value across economic cycles With a strong
CAGR across key financial Indicators, the company remains
well-positioned for long-term growth and stakeholder
value creation,

RESERVES

As per Standalone Financial statements, the balance as at the end of the year in the reserves of the Company for

FY 25 & FY 24 Is as follows: _, „

(? in Lakhs)

tne Board of Directors has decided to retain their entire amount ot Profits for FY 2025 in P&L account

SHARE CAPITAL

AUTHORISED CAPITAL:

Duilng the Financial Year 2024-25. the Authorised Capital of
the Company was -n. leased from iNR 201.00,00,000/-
(Rupees Two Hundred A One Crore only) divided In to
20,10,00.000 Equity Shares of INR 10/- each to INR
225 00,00.000 (Rupees Two Hundrea & Twenty-Five Crores
Only) divided In to 22,50,00.000 Equity Shares of INR 10'-
each vide Extra Ordinary General Meeting of the Company
held on May 16. 2024

Details of Equity Share Capital of M/s. Choice International Limited: ISIN No: INE102B01014

As on March 31. 2025 the Total Issued, Subscribed & Paid up Capital of the Company of the Company stand a!

INR 199,65,55,000/- (Rupees One Hundred and Ninety-Nine Crores Sixty-Five Lakhs Fifty-Five Thousand only) divided in to
19,96,55.500 Equity Shares of face value of INR 10/-each

CHOICE EMPLOYEE STOCK OPTION PLAN 2022

In an effort to retain key talent and instil a sense of awnersnip
and belonging among eligible employees, the Company had
implemented 'Choice Employee Stock Option Plan 2022*
approved hy the Members of the Company at 29th Annual
General Meeting of the Company held on September 15, 2022

The details of Total Options granted & exercised under the scheme "Choice Employee Stock Option Plan 2022" as on
March 31, 2025 are as follows:

Note The No of options mentioned above includes the effect of Bonus Issue in the ratio of VI In the Month of February 2024

Regulations has been obtained and the same is available on
Company website at "httpV'www.choiceindia.com* -The same
shall be available for inspection by the Members on alt
working days at the Registered office of the Company and win
also be placed at the ensuing Annual General Meeting to be
he'd on Wednesday. V7th September. 2025

MATERIAL CHANGES DURING THE YEAR UNDER REVIEW

I) Preferential Allotment of Warrants to be converted in to Equivalent number of Equity Shares

On Aptli 29, 2024, the Board of Directors of the Company approved a proposal to raise funds to support the Company's growth
objectives through a preferential issue of 2,31,21,000 warrants, each convertible into one equity share at a price of INR 300
per warrant, in accoidance with the SEBI (ICDR) Regulations, 2013 The total issue size amounts to INR 693.63 crores.

Subsequently, leqwsite approval was granted by the Shareholders o' the Company ni me Extra Ordinary Genera’ Meeting of
the Company held on May 16, 2024 & tne Stock Exchanges on May 23. 2024,

Following these approvals, the Securities Allotment Committee of the Company, upon receiving 25% of the total consideration
amount as per regulatory requirements, allotted 2.31.21,000 warrants on June 06, 2024 to the identified allottees from both the
Promoter Group and Non-Promoter Group.

The Balance consideration of 75 % of the aggregate consideration amount is to be received on conversion of
Warrants in to Equity Shares within the tenure of 18 Months from the date ot allotment ot Warrants.

Summary of the Shareholding of the Company Pre & Post Issue:

Assuming full conversion of Warrants In to Equivalent Number of Equity Shares.

** Allotment pursuant to Exercise ot ESOP Cottons on January 15, 2024 & on January 29, 2025 has not been included in the
Post Issue percentage

II) Exercise of Options granted under "Choice Employee Stock Option Plan 2022".

During the Year under review 2,76,500 Options were exercised by the eligible employees under the "Choice
Employee Stock Option Plan 2022” Pursuant to exercise ot options, equivalent Number of Equity Shares were allotted by
the Committee at their Meeting held on January 29, 2025. The 2.76,500 Equity Shares so allotted ranks pari-passu with the
existing Equity Shares of The Company.

III) Acquisition of Retail Lending Business of M/S. Paisabuddy Finance Private Limited and M/S. Sureworth Financial
Services Private Limited by our Subsidiary M/S. Choice Finserv Private Limited

Dunng the Yeai unde; review, M/s Choice Finserv Private Limited ("Choice Finserv") the Subsidiary of the Company has
acquired the Retail Lending Business o? M/s Paisabuddy Finance Private Limited and M/s. Stueworth Financial Services Private
Limited through Slump Sale on going concern basis

The acquisition encompasses the ietall loan portfolios, team
sue. operations, and infrastructure pursuant to which AUM of
Or' subsidiary "Cnoice Flnserv' has mcreased from >NR 457.68
Crores to INR 801 Crores., the Branch network has increased
trom /1 to 168 locations across the state of Rajasthan. Gujarat
Madhya Pradesh , Maharashtra, Uttar Pradesh and Delhi NCR
wnile the work force of the subsidiary has grown from 536 to
1180 Employees.

About Paisabuddy Finance Private Limited:

Paisabuddy Finance, registered with the Reserve Bank of India
as an NBFC, has been serving the financial needs of MSMEs
since Its inception n 1996. The company operates from its
iegisteied office in Jalpui, Rajasthan.

About Sureworth Financial Services Private Limited:

Sureworth Financial Services spedaiUes m ciistnbutlng MSME
Loans and Housing Loans through a risk-sharing model with
NBFCs The company has built a robust network across
Rajasthan and Madhya Pradesh, catering to undetserved
markets and empowering small businesses.

IV) Acquisition of “Arete Capital Services Private Limited" by
our Wholly Owned Subsidiary M/s. Choice Equity Broking
Private Limited.

During the Year under review our Wholly Owned Subsidiary
M/5 Choice Equity Broking Private Limited “Choice Equity"
nas acquired entire stake >n -he Company Arete Capital
Services Private Limited "Arete Capital"

Arete Capital is a prominent wealtn management firm witn
Assets Under Management (AUM) of INR 5.151 crores
Following this sti ategic acquisition. Choice Equity has further
strenginened Us position in the wealtn management and
investment advisory space. The acquisition enhances Choice
Equity's ability to serve High Net Worth Individuals (HNIs) and
institutional clients, offering a more comprehensive and
diverse suite of financial solutions,

MATERIAL CHANGES POST THE CLOSURE OF
THE YEAR UNDER REVIEW

Post the closure ot the Financial Year tilt the date of the Report
following material transaction was executed

1) Allotment of Shares on Conversion of Warrants

As detailed above, tne Company nad Issued 23121000
Warrants convertible in to equivalent number of Equity Shares
of the Company. On lecelpt of the request from the
Preferential allottee and on receipt of the balance 75 % of the
Consideration amount, the Securities allotment Committee of
the Company had allotted 60,00,000 Equity Shares to the
Preferential allottee.

The Balance 1.71,21,000 Warrants are still pending for
Conversion till the date ol the report

On Allotment ot 60,00.000 Equity Shares the Paid up Capital
ot the Company increased from INR. 199,65.55,000/ (Rupees

One Hundred and Ninety-Nine Crores Sixty Five Lakh Fifty
Five Thousand Only) divided In to 19.96,55,500 Equity Shares
of INR,10/- each to INR.205.65.55.000/- (Rupees Two Hundred
and Five Crores Sixty Five Lakh Fifty Five Thousand Only)
divided In to 20,56,55.500 Equity Shares ot INR, 10/- each

MUTUAL FUND LICENSE

The Group “Choice" is engaged in providing end-to-end
financial services In an effort to expand Its range of offerings
Ihe Company applied to the Securities and Exchange Board of
India (SEBI) tor approval to act as a sponsor of a Mutual Fund

During the year under review on December 26, 2024, the
Company received In-principle approval from SEBI to establish
a Mutual Fund Following the directives outlined in the
approval letter, and upon completion of the necessary
requirements and infrastructure development, the Company
has applied and is awaiting the final approval.

As part of tins pr ocess, the Company has undertaken the
following steps:

• Incorporated a trustee company under the name Choice
Trustees Services Pnvate Limited

• Established an asset management company (AMC) under
the name Choice AMC Private Limited

• Established the trust under the name Choice Mutual Fund

GROUP OVERVIEW & SUBSIDIARY
PERFORMANCE

As of March 31 2025, the Company has a total of 13 active
subsidianes, including 6 step down subsidiaries. The business
model of the group, along with the performance highlights of
each subsidiary, is presented below

Further, details of any mateiial changes in the opeiations or
the nature of business of the subsidiaries during the financial
year 2024-25 have been duly highlighted *n the subsequent
sections The impact of such changes, where applicable has
lx?en adequately disclosed in the financial statements

In accordance with Ihe provisions of Section 136 ol the
Companies Act, 2013. ihe financial statements of the
subsidiary companies are available for inspection by the
Members at the Registered Office of the Company during
business hours on all working days, excluding Saturdays.
Sundays, and public nolldays, up to the date of the Annual
General Meeting ("AGM"). Any Member interested In obtaining
n copy cf the said financial statements may write to the
Company Secretary at the Registered Office of the Company.

Pursuant to Section 129(3) of the Companies AcL 2013. the
Consolidated Financial Statements of the Company ana its
subsidiaries have been prepared in accordance with the
applicable Accounting Standards specified under Section 133.
lead with Rule 7 of the Companies (Accounts) Ru'es, 2014
these Consolidated Financial Statements torm ar integral part
of the Annual Report

M/s. Choice Equity Broking Private Limited
(CEBPL) - Subsidiary of CIL

The Securities Broking Business along with Depository
Participant Bus-ness of the gioup Is provided by oui
subsidiary M/s Choice Equity Broking Prtvate Limited
(“CEBPL"). "CEBPL" Is a Member Broker with NSE, BSE, MSEI,
NCDEX, MCX and a Depository Participant with CDSL & NSDL
CEBPL lias It?. PAN India presence, operating through 145
Branches across the Country,

The subsidiary continues to do well as the Gross Revenue ol
the Company for FY 2025 stood at INR 42,680 03 Lakhs
(Previous Year- INR 34,94702 Lakhs) During the year under
review. the subsiduiiy mode Profit before tax of INR 10.936.09
Lakhs (Previous Year Profit INR 8.912.22 Lakhs)

Dm log tne year, "CEBPL" acquired entire shareholding In the
Company “Arete Capital Services Private Limited

Conversion ot Warrants into Equity-

Upon obtaining the requisite approvals "CEBPL" on December
06 2023. allotted 8,90,200 warrants, each convertible into
one equity share ot the Company having a face value ot 710/
each, to the Directors otthe Company, These- warrants were
subsequently converted Into equity shares on June 03. 2025,
and the lesultant equity shares rank pari passu with the
existing equity shares of "CEBPL". Fallowing the conversion,
the Company's holding in CEBPl stands at 90% of the total
equity share capital of CEBPL

Accolades; During the year under review, the Company lies
been awarded as Leading Member In Traded Clients by the
"Multi Commodity Exchange ol India’ (MCX)

M/s. Choice Wealth Pnvate Limited is registered with the
Association of Mutual Funds of India (AMFI) as a Mutual Fund
Distributor and Is empanelled with various mutual tuna houses
to distiibute their products to end clients

Choice Wealth provides a wide spectrum of distribution
services In the financial domain, ranging from asset allocation
support and securities trading to specialised Investment
vehicles The company oilers a robust suite of financial
products and services tailored to meet the diverse investment
needs of its clientele. It delivers comprehensive wealth
solutions to Retail High Net-Worth Individual |HNI|, and
Institutional clients, offering a diversified portfolio of products
such as Mutual Funds. Bonds/NCDs, Corporate Fixed
Deposits, among others.

Entire Sharenolding of the company M/s. Choice Wealth
Ptivnte Limited >s held by M/s. Choice Equity Broking Private
Limited oui wholly owned Subsldtaiv.

The Gross Revenue of the subsidiaiy for FY 2025 stood at INR
664 02 Lakhs (Previous Year at INR 350.52 Lakhs), During the
yeai under review this company earned s Profit before r,i
INR 92.89 Lakhs (Previous Year INR 42.38 Lakhs)

M/s. Arete Capital Services Private Limited -
Wholly Owned Subsidiary of CEBPL

M/s. Arte Capital Services Pnvate Limited "Arete Capital" is a
new addition to the group acquired on March 28. 2025. “Arete
Capital" is a prominent wealth management firm with Assets
Under Management (AUM) of INR 5.151 crores.

‘Arete Capital" specializes in ihe distribut on of Investment
products and advisory services, entering to a distinguished
clientele comprising High Net-Worth Individuals (HNls) and
Institutional investors. The company delivers tailored financial
solutions designed to support long-term wealth creation and
sustainable Investment growth, With its cilent-centnc approach
and in-depth market insights. Arete Capital continues to
strengthen Its position as a trusted advisor In the wealth
management ecosystem,

The Gross Revenue of the subsidiary tor FY 2025 stood at INR
1,34774 Lakhs (Previous Yean at INR 1.039.80 Lakhs). During
the year under review, this company earned n Profit before tax
Of INR 124.50 Lakhs (Previous Year: INR 74.76 Lnkhsi

M/s. Choice Connect Private Limited -
Wholly Owned Subsidiary of CEBPL

Choice Connect - A Unified Platform for All
Financial Products

M/s. Choice Connect Private Limited through its flagship online
portal "Choice Connect' integrates the entire suite ot financial
products and services offered by the- Choice Group This
d^g tai platform serves .ts the centim distiibutlon channel for oil

I) Choice Trustees Services Private Limited

As part ol the infrastructure development tor conducting Asse
Management Company (AMC| business, the Company
incorporated “Choice Trustees Services Private Limited" on
Fob 20, 2025 The primary objective of this entity is to oversei
and supervise me activities ot the AMC. ensuring governance
and regulatory compliance

The majority of the directors on the board of the Trustee
Company are Independent Directors, in line with regulator
expectations for strong oversight and independence
The entire shareholding of Choice Trustees Services
Private Limited is held by Choice International Limited, the
parent company

The group piovides its Nor - Banking Financial Services,
through oui Subsidiary “Choice Finserv Private Limited"
(Choice Finserv)

leveraging a tech-enabled platform. “Choice Finserv’ focuses
on providing loans with a special emphasis on the
underserved and unserved segment of the MSMc sector. The
platform is designed to bridge the credit gap by ensuring

• Efficient service delivery

• Ennanced risk management

• Seamless lending operations

Choice Finserv's team operates undei a comprehensive,
unified structure, coveting the entire spectrum of loan
requirements. This enables Ihe delivery of holistic, end-to-end
“Choice Capital Advisors" a SEBI-tegisteted Categor y I
Merchant Banker, is a trustPd name In the corporate and
financial advisory space. The firm offers a comprehensive
'tinge ol merchant banking services, catering to the dlveise
neeos of corporate clients across industries.

With a strong focus on a client-centric and outcome-driven
approach the team at Choice Capital Advisors places client
aspirations at the core of every engagement Services are
delivered through an Integrated advisory model, combining
deep market insight, regulatory expertise, and tailored
financial strategies to help clients achieve their stiateqic ana
financial goals.

II) Choice AMC Private Limited

Formerly known as “Choice Portfolio Management Services
Private Limited' , the Company has altered Its activity and is
now established for conducting Asset Management lor
Mutual Fund. As on the date of the report the entire
shareholding of "Choice AMC “is held by the Company
"Choice International Limited*

The Gioss Revenue of the Company for FY 2025 stood at INR
61.83 Lakhs (Previous Year INR 6015 Lakhs) The Company
Incurred a loss Of INR 2124 Lakhs Compared to a previous
Year piofir before lax of INR 2736 Lakhs

financial solutions tailored to the diverse needs of boirnwers

Through this focused approach, “Choice Finserv” continues
to drive financial inclusion and support the growth of the
MSME ecosystem across India.

As on date of the report the parent Company “Choice
International Lrmlted holes, 82.62% stake In the Company
“Choice Finserv"

The Gross Revenue of the Company <or FY 2025 stood at INR
11,404.73 Lakhs (Previous Year INR 8.570.51 Lakhs). The
Company earned a profit befoie rax of INR 904.07 Lakhs
(Previous Year: Profit before tax of INR 212.41 Lakhs).

“IOl'i lilpITmI t:i)5'*»9 MA(A dOVISOry IQ Vcl!U«**!On_t

:ompilance, and restructuring. Choice Capital Advisors
:ontinnes to be a reliable partner In navigating complex
nancmi transactions with integrity and precision

In- subsidiary reported a Gross Revenue lo INR 4,77144 l ikhs
or the FY 2025 as compared to previous Year INR 2,190.03
.akhs I he Company earned a Profit before tax of INR 2.729 95
.akhs as compared to Previous Year (NR 801.65 Lakhs.

Services extend across key areas such as

• Research & Surveys

• Bid Process Management

• Policy Formation & Advisory

• Monitoring & Evaluation

“Choice Consultancy" remains committed to supporting
sustainable development and contributing meaningfully to
India’s growth ond modernization

As on March 31,2025 the Parent Company field 100% stake in
its Subsidiary “Choice Consultancy Services Private Limited".
However, on July 01. 2025, 2,77.500 Equity Shares were
allotted each to Mr. Bhalchandra Murarka & Mr Nltesh
Agarwal. the Directors of the Company “Choice Consultancy"
on Preferential basis. Pursuant to the Allotment of Shares, the
parent Company's stake in the subsidiary has been reduced to
90%.

The Gross Revenue of the Company tor Fy 2025 stood at INR
20,330.41 Lakhs (Previous Year INR 20,703.55) The Company
earned a profit before Lax of INR 5,040 06 Lakhs (Previous
Year Profit of INR 3.166.59 Lakhs)

The various Joint ventures held by the Company as on date of the report are as follows:

The subsidiary further holds investments In M/s. Choice Corporate Services Private Limited & M/s 5KP Green Ventures
Pilvate Limited.

I) M/s. Choice Corporate Services Prlvaie Limited
(Choice Corporate)

"Choice Corporate" provides the service of Retail Loan
Distribution, it strives on providing its clients speedier
disbursement of Loans from the Bank at the promising
Interest rates.

'Cho.ce Consultancy" as on March 31, 2025 holds 10D% stake
Ýn the Company "Choice Coiporate" The Gross Revenue oi
the Company for FY 2025 stood it INR 213,78 1 .ikhs (Previous
Year INR 223 52 Lakhs) The Company earned a profit before
tax of INR 38.37 Lakhs (Previous Year PtoIiI before tax ot
INR 37.61 Lakhs)

The Company "Choice Consultancy" has incorporated below mentioned SPV for its proposed Solar projects details of which are
as follows

OUR TECHNOLOGY ARM

One Customer. One Platlorm - Financial Services Super App “Choice FinX"

Choice Tech Lab Solutions Private Limited (“Choice Tech Lab”) servos as the dedicated technology arm of the Choice Group,
powenng Its digital transformation journey With a vision to evolve from a tradit.onai Financial Hub into a cutting-edge FinTech
Financial Hub, Choice Tech Lab nas been instrumental in driving innovation, agility and scalability across the Group's offerings.

As business complex ues continue to grow, Choice Tech I an has equipped ine Group w.th robust technological uifrastiucture
and caoabilmes. enabling n to soai to new heights. This transformation <s embodied m the Group's flagship digital initiative —
“Choice FinX", a comprehensive financial services super app built on the principle of “One Customer, One Platform".

“Super App for Every day Finance"

Enll.-e Shareholding oi the company M.S Choice Tech Lab Solutions Private Limited .s held by "CFFtPl" The Gross Revenue of
(lie Company for FY 2025 stood at INR 2.510.71 Lakhs (Prev.ous Year INR 2.063.96 Lakhs) The Company Incurred » loss of INR
153 73 Lakhs (Previous Year profit INR 2618 Lakhs)

MATERIAL SUBSIDIARIES

The Comoarty has adopted a Policy tor Determining Material Subsidiaries in accordance with Regulation 16 of the 5EBI (Listing
Obligations and Disclosure Requirements) Regulations. 2015 (LODR Regulations). This policy has oeen auly approved by the
Board of Directors and is available on Die Company's webs'te under the "Investor Relations" section 3t https://cnoicemdia.com/
corporate qovema nee

In line with the said policy and in compliance with Regulation 16 of the LODR Regulations, the following subsidiaries have been
c lassified as Material Subsidiaries of the Company, os iheit Net Woith and/or Income exceeds 10% of the Consolidated Nd
Wotn/lncome of the Company as on Marrh 31, 2025

1 Choice Equ-ty Broking Private Limited

2. Choice Consultancy Services Private Limited

3. Choice Flnserv Private Limited

4. Choice Insurance Broking India Private Limited

These entities play 3 significant role in tne operations and financial performance ot the Group and arc suoject to enhanced
governance and oversight as per the applicable regulatory provisions.

RETIREMENT BY ROTATION & SUBSEQUENT
RE-APPOINTMENT

In accordance with the provisions of Section 152 and other
applicable provisions, if any. of Ihe Companies Act. 2013. read
with the Companies (Appointment and Qualification of
Directors) Rules. 2014 (including any statutory modiflcation(s)
or re-enactment(s) thereof for the time being in force), and the
Articles of Association of the Comoany. Mr A|*y Kejuwnl (DIN
03051841), Executive Director is liable to retire by rotation at
the ensuing Annual General Meeting and. Oemc eligible has
offered himself for re-appointment

The Board ol Directors recommends his re-appointment for
the consideration and approval of the Members at the
forthcoming 32nd Annual General Meeting of the Company,

The appropriate resolution foi his re-appolntmBnt, along with
his toilet lesume and othei relevant details forms pail of the
Notice convening the said Annual General Meeting

INDEPENDENT DIRECTOR’S DECLARATIONS

The Independent Directors of the Company, In accordance
w<th Regulation 25(8) of the 5EBI (Listing Obligations and
Disclosure Requliements) Regulations 2015 (“ Listing
Regulations'), have confirmed that they are not aware of any
circumstance or situation which exists or may reasonably be
anticipated that could impair or Imoact their ability to
discharge theli duties as Independent D’tectois not they are
disqualified as per section 164 of the Companies Act. 2013.

The independent Directors have also submitted declarations
of independence pursuant to the provisions of SecLori 149(6)
of the Companies Act, 2013 (“The Act") and Regulation 16(f)(0)
of the Listing Regulations, confirming that Ihey meet the
prescribed cnierla ol independence

There has been no change In the circumstances affecting thel

status as Independent Directors. In the opinion of the Board,
ail Independent Directors continue to fullll the conditions
specified under tne Act and the Listing Regulations, and are
independent of the management Furthei the Board is
satisfied that the Independent Directors possess the requisite
experience, expertise, and mleguty necessary foi theii role

In te«ms of Secuon 150 ot the Act read with Ruie 6 of the
Companies (Appointment and Qualification of Directors) Rules,
2014 (as amended), all Independent Directors of the Company
have registered and included their names m the data bank
maintained by the Indian Institute of Corporate Affairs (IICA).

As required under the Listing Regulations, the Board has
Identified core skills, expertise, and competencies required in
the context of the Company’s business for its effective
functioning. These details are provided in the Corporate
Governance Report

NUMBER OF MEETING OF THE BOARD

Dunnq the Financial Year 2024 25, 5 mootings of the Board of
Directors were held. The details regarding the dates and
attendance of these meetings are provided In the Corporate
Governance Report, which forms an Integra! part of tills
Annual Report

The Company has complied with all applicable provisions ot
Ihe Secretarial Standards Issued by the Institute of Company
Secretaries of India (ICSI) relating to Meetings of the Board of
Directors (SS-1)

COMMITTES OF THE BOARD

As on Match 31, 2025, Ihe Board of D octors has constituted
me following -ta'.iitoiy Ccmmlliees In compliance with the
applicable provisions of hie Companies Acl. 2013 and SEBI
(Listing Obligations and Disclosure Requirements)

Regulations, 2015:

1 Audit Committee

? Nomination ana Remuneration Committee

3. Stakeholders Relationship Committee

4. Corporate Social Responsibility Committee
5 Risk Management Committee

The composition of these Committees, the number of
meetings held during the financial year, and the attendance ot
members at such meetings are detailed in the Corporate
Governance Report, which forms part ot this Ann,»i Report

Internal Committees for Operational Efficiency

to addition to the statutory Committees for ensuring efficient
execution of operational and procedural matters, the
Company has also constituted various. Internal Committees
comprising Executive and independent Directors, along with
members of the Semot Management These Committees have
been formed to facilitate informed decsion-maklng and
effective functioning of the Company The details of these
Internal Committees are as follows:

1. Finance Committee

2. Investment Committee

3. Securities Allotment Committee

The meetings of the above Committees me held at regular
intervals Decisions ate made collectively, based on Hie
consent ot the majority of the Committee members Each
Committee is structured to ensure a balanced representation
of Executive and Independent Directors to enable fair,
(ransparent. and independent judgment

Resolutions and decisions passed by these Internal
Committees are subsequently placed before the Board of
Directors for their review and noting

LISTING ON STOCK EXCHANGES

As on March 31, 2025. the Company's Equity Shares are listed
on BSE Limited & the National Stock Exchange of India Limited

DIVIDEND

In Compliance with Regulation 43A ol the Securities and
Exchange Board Ot India (Listing Obligations and Disclosure
Requirements) Regulations 2015 our company has adopted
the "Dividend Distribution Policy" which is available at
httPs;//usei-m.inual.choicei ndia.com .'Policies/Dividend
Distribution Policy.pdf

III order to suppOit the Company's long-term growth
objectives and In view of the ongoing expansion plans, the
Board of Directors believes if is essential to preserve capital
•or meeting working capital requliements and to supplement
future growth Initiatives.

Accordingly, in line with the Policy adopted by the Company,
the Board is of the opinion that 1he available resources should
?o retained w.thin the business to strengthen the financial
position and support strategic Investments. This approach Is

aimed at ensuring sustainable value creation for all
stakeholders over the long term

DEBENTURES

The Company had issued Debentures in Ihe piecedlng
financial years, which have been duly redeemed. The principal
amount along with the applicable interest was paid to all
Deoentuie Holders in accordance with the terms of issu*-

However, |n the case of one Debentuie Holder, who held
seven debentures had aeceased. the redemption amount
could not be processed earlier The Company has now
lecelved a formal request from Ihe legal cialmant(s) for the
redemption proceeds. The Company is in the process of
completing the necessary verification ana documentation and
will transfer the principal amount along with the accrued
interest to the leqal claimant(s) in due course

DEPOSIT

Dunng the year under review, the Company has not accepted
any Public Deposits nor there are any outstanding Public
Deposits or interest dunnq the Year ended March 3T 2025

INVESTOR EDUCATION AND PROTECTION FUND

The Company was not liable to transfer any Unclaimed
Dividend amount to Investoi Education and Protection
Fund -IFPF* as the Company has not declared any Dividend
since FY 2016-2017

The Details of Unpaid amount already transferred to “IEPF and
the Corresponding Shares Transferred to lEPF" is available on
the website of the Company.

Members are oquested to claim the dividend which have
remained unclaimed by sending r> return notice to the company
at mfoadioiceir-ciia com secretarial'**cholcelndia.com or to
Company’s Registrar at mt.helpdesk^in.mpms.mufq.com or at
Iheii address at C - 101, 247 Paik, LB S Mmg. Viktuoli West,
Mumbai - 400083

SECRETARIAL STANDARDS

Your Company has formulated appropriate systems to ensure
Compliance with the provisions of all applicable Secretarial
Standards issued by the Company Secretaries of India and
innt such systems are adequate & operating effectively,

FINANCIAL ACCOUNTING

As mandated ay the Ministry of Corporate Adairs, the Financial
Statements of the Company fa* the year ended March 31
2025. have been prepared in accordance with the applicable
Indian Accounting Standards (Ind-AS) as prescribed unriei
Section 133 of the Companies Act, 2013, road with the relevant
rules issued thereunder and othei accounting principles
generally accepted in India

Pursuant to Section 129(3) o1 the Companies Act, 2013, read
with Rule 5 of the Companies (Accounts) Rules. 2014. a
statement containing me salient lealures of the Financial
Statements ot the Company's Subsidiaries, Associate
Companies, and Joint Ventures in Form AOC I is annexed
and forms an integral part of this ReporL

fne estimates and judgments used n the preparation of the
Financial Statements are made on a prudent and reasonable
tins is. to ensure that the Financial Statements reflect. In a
true and fair manner, the form and substance of transactions
and reasonably present the Company's financial position,
performance, and cash flows for the year ended
March 31.2025

AUDITOR’S

Statutory Auditor’s

M/s. MSKA & Associates. Chartered Accountants,
headquartered In Mumbai, were appoimcd as the Statutory
Auditors of the Company for a term of five consecutive years,
commencing from tne conclusion of the 29th Annual General
Meeting he'd on September 15, 2022, until the conclusion ot
the Annual General Meeting to be held In the yeai 2027. The
firm has confirmed that a Is not disqualified tram being
appointed as the Statutory Auditors under die provisions of
the Companies Act, 2013

We further wish to inform Ural M/s, MSKA & Associates,
Chartered Accountants, being the Statutory Auditors tor the
Financial Year 2024-25, have issued an unmodified opinion
on the Standalone and Consolidated Financial Statements tor
the year ended March 31. 2025 The Auditor’s Report does not
contain any qualifications, reservations, adverse remarks, or
disclaimers. Additionally there were no instances ot fraud
repartee by the Statutory Auditors to the Audit Committee
under Section 143(12) of the Companies Acl. 2013. during the
year under review

Tne Auditor’s Report on ihe Financial Statements for the yea,
enoeo March 3t, 2025 feims prut of this Annual Repoit.

Secretarial Auditor / Audit

Pursuant to the provisions of Section 204 of the Companies
Act. 2013 and Ihe Companies (Appointment and Remuneration
ot Manageiiai Personnel) Rules. 2014, the Board ot Directors
appointed M/s. R M Mimani & Associates LLP, Company
Secretaries (CP No. 11601), as the Secretarial Auditor of the
Company toi the Financial Year enoeo March 31. 2025

Tne Secretarial Audit Report for FY 2024 25. issued under the
Companies Act 2013 read with applicable rules and
Regulation 24A of the 5EBI Listing Regulations (including anv
amendments oi re-enactments thereofl, is annexed lo this
Report The Secretarial Audit Report .onflrms that »he
Company has .-implied with -1 applicable provisions of u -i-
Acts, Rules. Regulations, and Guidelines, ana does iot
contain any qualifications, reservations, adverse remarks,
or disclaimers

In line with good disclosure practices, the Secretanal
Compliance Report tor FY 2024-25, confirming compliance
with SEBi Regulations, circulars, and guidelines, obtained from
M/s. R M Mimani & Associates LLP has also been included as
part of this Annual Report. Also, the company has proposed
the appointment ot M/s. R M Mimani & Associates LLP tor a
term ot 5 years which forms a part of the notice of the Annual
Report.

Secretarial Audit for Material Unlisted Subsidiaries

In accordance with Regulation 24(1) of the SEBI Listing
Regulations, the Company is required to annex the Secretarial
Audit Reports of its material unlisted subsidiaries to its
Annual Report

Accordingly, the Secretariat Audit Reports of the material
unlisted subsidiaries are annexed a*> Annexure to the Board's
Report These reuorts confirm that the respective subsidiaries
have complied with tine applicable provisions ot the Acts.
Rules, Regulations, and Guidelines, and no deviations or non
compliances were observed tor the Financial Year 2024-25

Internal Auditor

The Board of Directors hnd appointed M/s Gupta Shyam &

Co , Chartered Accountants (Firm Registration No. 10345QW)
as Ihe Internal Auditors of Ihe Company for Ihe Financial Yeai
202425.

The reports submitted by me internal Auditors have been
periodically reviewed by the Statutory Auditors and the Audit
Committee, ensuring a robust internal control framework
throughout the year

CORPORATE GOVERNANCE

Puisuant to Regu ation 34 of tne SEBI (LODK) Regulations
Report on Corporate Governance along with certificate from a
Practicing Company Secretary cert,tying compliance with
conditions on Corporate Governance forms part ot this
Annual Report,

MANAGEMENT DISCUSSION AND
ANALYSIS REPORT

In terms of the provisions of Regulation 34 of Ihe SEBI (LODR)
Regulations, the Management Discussion and Analysis Repon
on the Company's operations forms part of this Annual Report

BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORT

Your Company acknowledges that “Business Responsibility
and Sustainability Report" (BRSR) is not merely a compliance
requirement but a vital component of responsible corporate
governance and sustainaoie value creation. E5G
considerations are increasingly influencing stakeholder
expectations, investor decisions, anc long-term business
viability By embracing ESG principles, the Company aims to:

- Reduce environmental impact and support climate action

through efficient resource management, energy
conservation, waste reduction, and sustainaoie operations

• Fostei inclusive growth and social developmenl by
promoting employee well-being, diversity and Inclusion,
community engagement, and respect for human lights;

• Uphold Strang corporate governance through
transparency, ethical practices, compliance, and
accountability across all levels of the organisation

The “BRSR" outlines the Company’s policies, initiatives, and
performance during the year under review with respect to kej
ESG focus areas such as:

• Environmental Performance: Energy usage, GHG
emissions, water management waste disposal, and
Initiatives for reducing me Company’s environmental
footprint

- Social Performance: Workforce engagement employee
health an.I -rifely, tmi' ng ana developmem. CSR
initiatives, diversity and Inclusion, and community outread
programs.

• Governance Performance: Ethical conduct board
diversity, risk management stakeholder engagement, and
mechanisms for grievance redressai

Through this comprehensive disclosure, your Company
demonstrates its commitment to sustainability, transparency,
and long term stakeholder value The Business Responsibility
and Sustainability Report, detailing these initiatives and
metrics, forms an integral pad or this Annum Report and is sei
out In Annexure to the board report

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The CSR expenditure’s I hough not applicable to youi
Company during ihe year 2024-25. at group leve' the
Company has contributed Rs. 2,79,00,000/- for CSR activities
Within the ambit of the provisions cl the Company Acts, 2013,
the company focuses on Education 8, Health caie as major
areas ’or the organic development o! the Society and better
future 'or our Country,

PARTICULARS OF LOAN . GAURANTEES OR
INVESTMENTS BY THE COMPANY

Details of Loans, Guarantees and Investments covered under
the provisions of the Companies A :l 2013 along wllh 'he
applicable Rules of the Act are given In the notes to the
Financial Statements forming part of this Annual Report

RELATED PARTY TRANSACTIONS

In line with the tequirements of the Companies Act, 2013 and
the Listing Regulations, the Board of Directors has adopted a
Policy on Related Party Transactions, which is reviewed
periodically and updated as necessary The said policy is
available on the Company’s website and can oe accessed ai
littpSj7cholceindia.com/coipritTiie-qouemance

During Ihe Financial Year 2024-25, ail contracts,

arrangements, and transactions entered 'nto by the Company
With related parties were n the ordinary course of business
and on an arm; length basis These transactions were carried
out in compliance with the provisions ot the Companies Act,
2013 ana the 5EBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (“Listing Regulations').

In accordance with the provisions of the Listing Regulations
ana the Company's Policy on Related Party Transactions, an
such transactions were placed before the Audit Committee fot
review and approval- The Company has obtained omnibus
approvals from the Audit Committee on an annual basis lor
transactions ot a repetitive nature which nre carried out In trie
ordinary course of business and at arm's length terms. All
related party transactions during the yeai were reviewed
and approved by the Audit Committee and found to be In
compliance with ihe related party tramework adopted by
the Company

All related parry transactions were at arm's length, in the
ordinary course of business, and hence, do not attract the
disclosure requirement under Section 134(3)(h) of the
Compan es Act, 2013, road with Rule 3(2) of the Companies
(Accounts) Rules, 2014 Accordingly, disclosure in Form AOC-2
Is no: applicable for the year under review

Further disclosures on related patty transactions as
required under IND- AS-24 and Schedule V of SEBI (LODR)
Regulations 2025 detailing the names of the Related f’arty
along with details of the transaction are provided in the
Financial Statements

Your Company remains committed to upholding the highest
standards of transparency, ethical conduct and accountability
in all its business dealings. Consistent with this commitment,
the Company undertakes related party transactions strictly
in accordance with the applicable laws and governance
frameworks

EXTRACTS OF ANNUAL RETURN

In accordance with the requirements undei Section 92(3} and
Section 134(3)(n} of the Act and the applicable rules, the
annual return .is on March 31, 2025 is available on the
welisite of Ihe Company www.choiceinrtln com,

CEO / CFO CERTIFICATIONS

in accordance with the requirements of Part B of Schedule II
of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the certification Issued jointly by Mr. Arun
Kumar Poddar Chief Executive Officer, and Mr Manoj
Slnghanla. Chief Financial Officei of Ihe Company, for the
Financial Year 2024-25, forms part of the Report on
Corporate Governance

This certification affirms the accuracy and completeness n( the
financial statements and confirms the establishment and
maintenance of internal conlreis »or nnancial reporting a;
required under the Listing Regulations.

NOMINATION & REMUNERATION POLICY
& COMMITTEE

Tne Board of Directors has adopted a comprehensive
joky that provides a clear framework for determining the
remuneration of Dtrectois, Key Managerial Personnel (KMP),
and Senloi Management This policy outlines the Company's
gutciing principles, overall philosophy, ana the methodology
used to structure & approve compensation, ensuring fairness,
consistency & alignment with organizational objectives.

Beyond remuneration, the policy also sets torth Ire cm.efla lor
assessing the quairficabons, positive attributes, ano
independence of Directors. It serves as a reference point for
the selection and appointment of KMP and Senloi
Management. Taking into account various professional and
ethical standards These considerat.oos are trtoroughly
evaluated by the Nomination nnd Remuneration Committee
(NRC) as wen as the Board of Directors during the recruitment
and evaluation processes

if accordance with Section 178 of the Companies Act. 2013,
and the applicable provisions of the SEBI Listing Regulations
the Company has established an “NRC" This Committee Is
entrusted with the responsibility of developing and
'implementing criteria for the appointment ano remuneration
of Directors and Senior Management personne A key part ot
the Committee's role includes conducting periodic gap
analyses to evaluate the Boards effectiveness and
recommending appropriate changes, particularly when
appointments 01 reappointments are under consideration.

The NRC .also -eviews the profiles, of prospective candidates
evaluates then professional competencies, and carries out
due diligence Before finalizing any recommendation, me
Committee engages with shortlisted individuals to assess Iheli
suitability In line with the Company's strategic needs and
corporate values, and then presents its recommendations to
the Board lor final approval

Criteria for Determining Qualifications, Positive Attributes
and Independence of a Director

In accordance with the provisions of Section 178(3) of the
Companies Act, 2013 and Regulation 19 ot the SEBI Listing
Regulations, the Nomination and Remuneration Committee
(NRC) has established specific criteria lor evaluating the
qualifications, oosihve attributes, and Independence
of Directors

With regard to qualifications, the Board s nomination process
promotes diversity in terms of thought, professional
experience, knowledqe, age. and gender. It is designed to
ensure- that the Board comprises individuals with a balanced
mix of functional and industry-specific expertise relevant to
the Company's operations and strateqic direction

As for positive attributes. Directors aie expected lc> not only
fulfill tfu- statutory duties prescribed under the Act but also
uphold high standards of ethical conduct, exhibit strong

communication skills, and exercise sound and independent
|udqment In decision-making. All Directors ore required to
adhere to the applicable Code of Conduct to ensure Integrity
and accountability in their roles

A Duecto* is considered io be independent li ne or she meets
the criteria specified under Section 149(6) of the Companies
Act, tne associated Rules, and Regulation 16(»)(b) of the SEBI
Listing Regulations. These provisions define independence In
terms ot financial, professional, and relational factors to ensure
unbiased ano objective contributions to the Board's
deliberations and decisions,

Evaluation Process:

The Company is committed to creating long term value Tor its
stakeholders through ethical practices and integrity. The
Board of Directors plays a pivotal rote in driving performance,
offering sliategic guidance, and ensuring sound governance.
Therefore, is essential that each individual Board member
contributes meaningfully to the Board's discussions
and decisions

Ai Choice." an annual evaluation process Is conducted foi Key
Managerial Personnel, senior management, ant: other eligible
employees. A similar stiucUreo approach is adopted for
evaluating the performance of Directors The evaluation
framework Includes lormulatlng a process to assess and rate
individual Directors, designing an evaluation template or
questionnaire, Imoiement.ng Deer reviews, analyzing the
r'eedoack received from each Director, and compiling a
weighted evaluation summary for each Individual

The evaluation of Directors is based on a set of key
performance criteria, which include;

• Attendance and active participation in Boaid and
Committee meetings

- Possess.ng The light combtrtation of expertise, skills,
behavior, experience, leadership, and lodgment

Demonstrating a deal understanding ot the business,
contributing to strategic direction, and aligning with the
Company’s values

• Knowledge of critical areas such as finance, accounts. <aw,
marketing, investments, foreign exchange, internal
controls, risk management, and corporate governance

• Ability to toster a high-performance culture and promote
robust and constructive discussions ai Board meetings

- Making effective arid timely decisions, and promoting
transparency across the organization

• Maintaining open communication with executive
management arid fellow Board members while upholding
high standards o* integrity

« Objectivity and collective decision-making In the best
Ýmerest oi the Company

• A global perspective, mental and physical fitness, and a
vision tor Corporate Social Responsibility

• Proficiency m analyzing financial statements arid business
performance, understanding capital and funding

iequipments, forex strategy, geopolitics, and human
resource considerations

. Monitoring the perfoimance ol management, ensuri >g the
Integrity of internal financial controls and systems, and
maintaining appropriate engagement with external
stakeholders,

• Mak'iig a significant contribution to enhancing the
Company's brand image.

This comprehensive evaluation process ensures that the
Board functions effectively as a collective body and trial each
Dlrectoi contributes towards the overall success and
governance of the Company

Criteria for Determining Remuneration of Director’s. Key
Managerial Personnel and Particulars of Employees:

The remuneration paid to Directors is governed by the
Nomination and Remuneration Policy, which has oeen
formulated in accordance with Section 178 of the Companies
Act. 2013, anc Regulation '9 of Ihe SEBI Listing Regulations,
including any applicable amendments or re enactments in
force. The policy ensures that remuneration is tan, transparent,
and aligned with statutory requirements.

Peiforrnance evaluation plays a critical role in deteimining
remuneration Independent Directois hold separate meetings
to evaluate Ihe jierfotmance of Non-Independent Directors
and the Board as a whole Based on feedback from both
Executive and Non-Executive Directors, the evaluation ot Ihe
Chad person is also conducted. Additionally, me Board
assesses the adequacy, quality, and timeliness of the
information flow between the Company's management and
the Board, as this is essential for the Board to perform Its
duties effectively and reasonably.

The results of these evaluations are discussed in a
subsequent Board meeting. The performance of Independent
Dliectors is assessed by the entire Board, excluding the
Independent Directors under evaluation, ensuring an
objective and transparent process.

POLICIES ADOPTED BY THE COMPANY

To follow the best practice of Good Corporate Governance &
Transparency In its operations, trie Comuany has set rules for
its internal working and smooth functionality of Its operations
embedded the Comoanv's policy. The policies adooted by the
Company are as follows which are available on the website of
the company r-,ttos:'^l/cnoiceindifl.com.'corporat&-qovernance

• Whistle Blower Policy

• Policy on Material Subsidiary

• Policy On Related Party

• Policy on Mfltei lailty of Events

Ý Policy on Aiclnv.il of Information

• Nomination K Remuneration Poky

. Code of Conduct for me Board Members and Senior
Managerial Employees

• Code of Pali Disclosure of Unpublished Price Sensitive
Information

• Insider Trading Policy

• Code for Employees

• Policy on prevention of Sexual Hmassmem at Work Place

• Dividend Distribution Policy

• Corporate Social Responsibility Policy

• Risk Management Policy

• Apoointment of Directors & Familiarisation Programme

VIGIL MECHANISM

At “Choice" we believe that having a strong Whistle Blower
mechanism is vital for promoting transparency ana a healthy
work environment. We aic dedicated to conducting our
business will the highest levels of professionalism, honesty,
integrity, and ethical conduct

To uphold these principles, the Company has implemented a
comprehensive Vigil Mechanism through Its Whistle Blower
Policy, approved by the Bonn of Directors in complli'me with
Section 177 of the Companies Act. 2013, ano Regulation 22 of
the SEBI Llstiny Regulations. This policy empowers employees
to teport unethical behaviour or malpractice without fear of
retaliation or negative consequences, while fostering an
environment of open and transparent communication.

The Company is committed to fostering a culture where
employees feel safe and encouraged to raise concerns
aoout any misconduct The Whistle Blower Policy Is available
to all stakeholders on our website, www cholceindia.com

During the reporting period no complaints oi reports wera
subrnltted through die Whistle Blower mechanism for the
Company or its subsidiaries.

POLICY ON PREVENTION OF SEXUAL
HARASSMENT AT WORK PLACE

Your Company places the utmost Importance on the safely,
dignity, and well-being of its women employees and is
dedicated to creating a secure and inclusive workpiece
environment To achieve this, the Company strictly complies
With the provisions of the Sexual Harassment of Women at
Workplace (Prevention. Prohibition, and Redressai) Act. 20T3,
am: has established an Internal Complaints Committee (ICC)
that functions as an independent and impartial body to
address and resolve complaints related to sexual harassment
promptly and confidentially, In addition to the ICC, trie
Company conducts regular workshops, training sessions, and
awareness programs designed to sensitize all employees
about gender eouaiity, workplace ethics, and the Importance
of maintaining a harassment-free workplace

Beyond policy and training, the Companv has taken concrete
steps to enhance physical safety within its premises. These
Include ensuring adequate security personnel, installing CCTV
cameras In strategic locations, maintaining proper lighting In
all workspaces and common areas & implementing couponed
access to office buildings to prevent unauthorised entry

The Company also encourages an open door policy, enabling
women employees to comfortably report any concerns or
incidents without ‘ear of retaliation or discrimination Moreover,
the grievance redressal mechanism is robust and transparent
guaranteeing timely investigation and resolution of complaints,
with strict confidentiality maintained throughout the process
The Company continuously reviews and updates Its safety
protocols and encourages feedback from employees to fnithei
strengthen its safety framework

Through these multifaceted measures, youi Company Is
committed to fostering a respectful, safe, and supportive
workplace where all employees including women employees
can work with confidence, dignity, and peace of mind

RISK MANAGEMENT

f n? adoption and execution of a well-defined Risk
Management Plan are crucial to proactively address potential
future challenges The Company's approach to managing
business risks is comprehensive, involving periodic risk
assessments, the design of appropriate control mechanisms
and timely reporting to relevant stakeholders

The Board of Directors of the Company has constituted a Risk
Management Committee responsible for formulating,
implementing, and overseeing the Company's risk
management plan. This Committee regularly monitors and
reviews the risk management framework to ensure its
continued effectiveness

Additionally, the Audit Committee provides oversight
specifically related to financial risks and internal controls
key i.sks identified across business units and functions are
systematically managed through ongoing mitigation efforts.
Further details on the development and implementation of the
ask management policy are discussed In the Management
Discussion and Analysis section, which forms an integral part
of this report

INTERNAL FINANCIAL CONTROL ANO
THEIR ADEQUACY

The Board of youi Company has laid dow<< internal financial
controls lo be followed by the Company Such internal
financial conuols are adequate ann operating effectively arm
are in lines with the size & complexities of the operations of
your Company

Your Company also has a well designed “Procurement"
system in place which covers obtaining any kind of goods
and services for our day to day operations and business,
Vendor module. Invoicing module. Petty cash module and
Admin Expenses management

The "Procurement" system enstnes a smooth approval
process which is also helpful to establish clear guidelines and
protocols for each appioveil Cham, such as timelines for levlew
and approval, documentation requirements, and escalation
procedures m case of delays Of Issues Overall, tidying a

flexible and customizable approval process the system shall
help In streamlining business operations which snail also
Improve efficiency, Your Company has adopted policies and
procedures for ensuring the orderly and efficient conduct of
rts business. Including adherence to the Company's policies^
the safeguarding of rts assets, the prevention and detection of
ftauos and euors. the accuracy and completeness of the
accounting records, and the timely preparation of tellable
financial dlsdosuies

The Board has adopted policies and procedures foi
governance of ordefiy and efficient conduct of its business,
including adherence to the company's policies, safeguarding
Its assets . prevention and detection of frauds and errors
accuracy and completeness of the accounting records and
timely preparation of the accounting records and timely
preparation of financial disclosures

The Audit Committee of The Board reviews the adequacy and
effectiveness of the internal control systems and suggests
improvement to strengthen the same The Audit Committee of
ihe Boaid of Directors, statutory Auditor and the Business
Heads are periodically apprised of the Internal audit findings
and couecttve actions taken Significant auttii observations
and corrective actions taken by the management are
presented to the Audit Committee ot the Board

DIRECTORS RESPONSIBILITY & STATEMENT

Pursuant to Section 134 ol the Act (including any statutory
modification(5) or re enactments) thereof for time being in
force], the Directors of the Company State that:

a m the preparation of the annual accounts for the financial
year ended March 31. 2025 the applicable accounting
standards have been followed and that there are no material
departures

I) the Dlieorois have selra ted such accounting policies and
applied them consistently and made judgements and
estimates that are reasonable anc pmdent so as lo give hue
and lair view of the stale of affairs of the Company as at March
31, 2025 and of the profits «l the Company for the Financial
Year ended March 31 2025,

c proper and sufficient care nas been taken for malntcnancc-
ot adequate accounting records w’th the provisions of The Act
for safeguarding ihe assets of the Company ana for
preventing and delecting fraud and other irregularities

d. the Annual accounts / financial statements have been
prepared on a going concern basis

u internal financial control were In place and that ihe financial
coni'oi were adequate and were operating effectively

f, proper systems to ensure compliance wltii Ihe provlstons of
an applicable laws and that such systems were adequate ana
operating effectively

ENERGY & TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE

Adopting the thumb rule ot “Go Green” the Company
nas adopted technology, procedure & practise of
Paperless working.

Though the operations of your Company are nof energy
intensive, the Company promotes green energy ana energy
savng initiatives The initiatives taken by the Company are
mentioned in the Business Responsibility & Suitability Report

FOREIGN EXCHANGE

Duung the year under review, there are no Foreign Exchange
earnings and outgo both on Standalone & Consolidated basis

HUMAN RESOURCE

Youi Company 'ecogmzes that, our employees oie our most
valuable asset and we remain committed to fostei a positive
mid Inclusive work environment,

Talent Acquisition and Development;

During ihe Financial Year 2024-25, We have Hocused on
attracting and hiring top talent to support our growth and
innovation Our talent acquisition team has Implemented
strategies to identify and engage with qualified candidates,
ensuring a diverse pool or applicants. We have also invested u
employee development programs, providing opportunities tor
skill enhancement and career advancement

Employee Engagement and Well-being:

We believe that engaged oncl satisfied employees contribute
significantly to our overall success. We have prioritized
employee engagement initiatives, including regular
communication channels, feedback mechanisms, and
recognition programs.

Diversity. Equity, and Inclusion:

We are committed to fostering a diverse equitable, and
Inclusive Work place that ra-specls and values the unrque
contributions ot every individual. These initiatives aim to
create an environment where BVeryone feels empowered,
respected, ana has equal opportunities for growth

Performance evaluation:

Regular arid quarterly reviews ensure employees know where
they stand Conducting performance reviews regularly helps ir
keeping goals in the forefront of daily tasks

OTHER DISCLOSURES

I) During the year under review, there are no significant
material orders passed by the Regulators or courts or tribunals
which could Impact the going concern status ot the Company.

On behalf Df the Board of Directors

Sd/- Sd/- Sdi-

Kanial Poddar Arun Kumar Poddar AJay Kejriwal

Managing Director Executive Director & CEO Director

DIN No: 01518700 DIN: 02B19581 DIN No: 03051841

Mumbai July 21. 2025

II) No application has been made under the insolvency and
Bankruptcy Code The requirement to disclose the details ot
application made or any proceeding pending under the
Insolvency and Bankruptcy Code, 2016 is not applicable-
ill) No Fraud has been reported by the Auditors to the Audit
Committee of the Board,

IV] The Disclosure required under Section 197(12) of The Act
read with Ihe Rule 5{1) of the Companies (Appointment and
Remuneration of Managerial Peisonnei) Rules, 2014, Is
annexed as Atmexuie and forms an integral port ol (h* Report,

VIA statement comprising the names of fop 10 employees in
terms of remuneration drawn mid every persons employed
throughout the year, who were In receipt of remuneration <n
terms of Rule 5(2) ana Rule 5(3) of the Companies
(Appointment and Remuneration of Managerial Peisonnei)
Rules 2014 is annexed as Annexuie and forms an Integral oart
of This annual report The said Annexurc is not being sent
along with this annual report to the members ot the Company
In me wit^- the provisions of Section 136 of tine Act, Members
who are interested in obtaining these particulars may wine to
the Company Secretary at the Registered Office of the
Company or email at secretarial achoicelnd.a.com

APPRECIATION & ACKNOWLEDGEMENT

The Board of Directors expresses their sincere appreciation
to all employees whose tireless dedication and hard work
have been Instrumental in helping the Company achieve
its objectives.

The Directors also wish to record their heartfelt gratitude lo
the Bankers, Financial Institutions. Lenders, and Stakeholders
for their unwavering support trust, and confidence In the
Choice Group. Furthermore, the Directors extend their sincere
thanks to all icgulatory authorities, including the Reserve Bank
ol indta. National Stock Exchange of India Limited BSE
Limited. Securities & Exchange Board of India, Ministry of
Corporate Affaus, Registrar of Companies. Depositories, anc
other Government and Regulsiory bodes, foi theli continuous
guidance and support extendeu to the Company.

We extend our gratitude to our dedicated employees foi
their hard work, passion, and commitment to your
organization's success. Their contributions continue to
drive our growth and enable us to achieve our strategic
objectives. Wo remain committed to investing in our
human resources and fostering a workplace culture that
encourages collaboration, innovation, and excellence.