The Directors are pleased to present the 31st Annual Report of Choice International Limited (the ‘Company or “Choice”) along with the Audited Financial Statements both Standalone & Consolidated for the Financial Year (‘FY') ended March 31, 2024 (Year under review).

This report read with the Corporate Governance Report, Management Discussion and Analysis Report, Business Responsibility and Sustainability Report & Financial Statements of the Company shall give a fair representation of the Organisation as a whole including the Performance of the Company for the period under review & the Business stance. The Consolidated performance of the Company and its subsidiaries has been referred to wherever required.

The Report is available on the website of the Company www.choiceindia.com.

CORPORATE OVERVIEW

Incorporated in the year 1993, the “Choice” group finds its legacy in solving financial problems and bridging the gap for our clients, may they be Individuals, Institutions or Judicial or Quasi Judicial Bodies/ Government Agencies.

Since past three decades we are committed helping our clients achieve their financial aspirations and empower them with Financial Independence.

“The Joy of Earning “

We at “Choice” along with our subsidiary companies truly believe in empowering our clients by providing them an array of Financial Services under one roof namely Broking & Distribution, NBFC Services, Advisory which includes Government Infrastructure Consultancy, Government Advisory & Investment Banking. Each of the services of the group are detailed in the Report.

Who, we are is reflected in what we practice, our Values are the guiding light for everything we do at “Choice':

Commitment: we are dedicated to provide best of the services

Honesty: Our conduct is guided by integrity & transparency

Optimism: Positivity is a virtue that comes by practice

Innovation: The Only way to win is being creative

Consistency: Only factor which is more important than Perfection

Empowerment: Hustle Today to empower your tomorrow.

Our extensive Portfolio of Services offered to Clients, empower them with synergy of having all assistance in one place; our only saying to our clients is,

FINANCIAL PERFORMANCE Consolidated Financial Performance

The Consolidated gross income of the Company for the financial year ended March 31, 2024 is ' 75,933.57 Lakhs as against ' 39517.59 Lakhs in the previous year. Consolidated net profit during the year under review is ' 13,085.88 Lakhs as compared to ' 6,006.79 Lakhs in the previous year.

Consolidated Financial statements for the financial year ended March 31, 2024 have been prepared in accordance with Section 133 of the Companies Act, 2013 (the “Act”) read with rules made thereunder and Indian Accounting Standards (the “Ind AS”) 110. The Consolidated Financials reflect the cumulative performance of the Company together with its subsidiaries.

Standalone Financial Performance

The total gross income of the Company for the financial year ended March 31, 2024 on standalone is ' 1,304.80 Lakhs as against ' 1,298.72 Lakhs in the previous year. The Company reported a net profit of ' 139.76 Lakhs for the year ended March 31, 2024 as compared to the Net Profit of ' 228.90 Lakhs in the previous year. The Company is a Holding Company, where all the services are offered through our subsidiaries.

Pursuant to the provisions of Section 136 of the Act, the Annual Report of the Company, containing, inter alia, it's Standalone and the consolidated financial statements, along with the relevant documents and separate audited financial statements for each of the subsidiaries are available on the Website of the Company www.choiceindia.com under the “Investor's Relation” tab.

MATERIAL CHANGES DURING THE YEAR UNDER REVIEWI) EXERCISE OF OPTIONS GRANTED UNDER “CHOICE EMPLOYEE STOCK OPTION PLAN 2022”.

During the Year under review, 1,77,500 Options were exercised by the eligible employees under the “Choice Employee Stock Option Plan 2022”. Pursuant to exercise of options, equivalent Number of Equity Shares were allotted by the Committee at their Meeting held on January 15, 2024. The 177,500 Equity Shares so allotted ranks pari-passu with the existing Equity Shares of the Company.

MATERIAL CHANGES POST THE CLOSURE OF THE YEAR UNDER REVIEW

Material Changes post the closure of the year under review till the date of the report:

I) PREFERENTIAL ALLOTMENT OF WARRANTS TO BE CONVERTED IN TO EQUIVALENT NUMBER OF EQUITY SHARES

On April 29, 2024, the Board of Directors of the Company had approved the proposal of raising funds for the growth objective of the Company through Preferential Issue of 2,31,21,000 Warrants to be Converted in to Equivalent Number of Equity Shares at a Price of INR 300/- Per warrant in accordance with SEBI( ICDR) Regulations 2018 for an aggregate consideration of INR 693.63 Crores.

II) BONUS ISSUE OF EQUITY SHARES

The Board at its meeting held on January 15, 2024, had recommended the issue of Bonus Shares in the ratio of 1: 1 to the existing Equity Shareholders of the Company, the same was approved by the Members at the Extra Ordinary General Meeting of the Company held on February 12, 2024. The Securities Allotment Committee of the Company on February 21, 2024 allotted 9,96,89,500 Equity Shares in the ratio of 1: 1 i.e. 1 (One) new fully paid-up equity share of Rs. 10/- each for every 1 (One) fully paid-up equity share of Rs. IO/- each on pari -passu basis held by the Shareholders of the Company whose names appear on the Register of Members/list of beneficial owners as on February 20, 2024 (“Record Date”).

On receipt of the approval of the Members of the Company vide the Extra Ordinary General Meeting of the Company held on May 16, 2024 & on the receipt of the approval from Exchanges dated May 23, 2024 the Securities Allotment Committee of the Company on receipt of the 25 % of the consideration amount, on June 06, 2024 allotted 2,31,21,000 Warrants to the Proposed Allottees (Promoter Group & Non Promoter Group).

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

SHARE CAPITAL AUTHORISED CAPITAL:

During the Year under review the Authorised Capital of the Company was increased from INR 108,00,00,000/- ( Rupees One Hundred & Eight Crores Only ) divided in to 10,80,00,000 Equity Shares of INR 10 /- each to INR 201,00,00,000/- ( Rupees Two Hundred & One Crore only ) divided in to 20,10,00,000 Equity Shares of INR 10 /- each vide Extra Ordinary General Meeting of the Company held on February 12, 2024.

Post the Closure of the Financial Year 23-24, the Authorised Capital of the Company was again increased from INR 201,00,00,000/-

CHOICE EMPLOYEE STOCK OPTION PLAN 2022

To retain the talent and create a sense of belonging and ownership among the eligible employees, on the recommendation & approval of the Nomination and Remuneration Committee, the Board had approved the “Choice Employee Stock Option Plan 2022” for the employees of the Company its Subsidiaries, the same was approved by the Shareholders at the 29th Annual General Meeting of the Company held on September 15, 2022.

During the Year under review in all 177500 options were exercised and an equivalent Number of Equity Shares have been allotted on January 15, 2024, the Company has secured the Listing & Trading approval for the shares so allotted vide exchange letters dated July 04, 2024

Also the benefits of Corporate Actions, during the year under review has been passed to the eligible employees as per the terms of the “Choice Employee Stock Option Plan 2022”. The details of the stock options granted under the ESOP Scheme and the disclosures in compliance with SEBI (SBEB) Regulations are available on the website of the Company at www.choiceindia.com.

The ESOP Scheme has been implemented in accordance with the provisions of the Act and SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (including any statutory modification(s) and/or re-enactment(s) thereof for the time being in force) (“SEBI SBEB Regulations”). The certificate from the Secretarial Auditor on the implementation of the ESOP Scheme in accordance with the SEBI (SBEB) Regulations has been obtained.

(Rupees Two Hundred & One Crore only) divided in to

20.10.00. 000 Equity Shares of INR 10 /- each to INR 225,00,00,000 ( Rupees Two Hundred & 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.

PAIDUP CAPITAL:

During the Year FY 23-24, the Issued, Subscribed & Paid up Capital of the Company was increased pursuant to exercise of options under the “Choice Employee Stock Option Plan 2022 “ & allotment of Equity Shares on Bonus issue in the ratio of 1: 1.

BUSINESS OVERVIEW OF THE SUBSIDIARIES

In accordance with Section 136 of the Companies Act, 2013 the 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 days except Saturdays , Sundays and Public Holidays up to the date of the Annual General Meeting “ AGM”. Any member desirous of obtaining a copy of the said Financial Statements may write to the Company Secretary at the Registered Office of the Company.

Pursuant to Section as 129(3) of the Companies Act, 2013 the Consolidated Financial Statements of the Company and its subsidiaries are prepared in accordance with the relevant Accounting Standard specified under Section 133 of the Act, read with Rule 7of the Companies ( Accounts) Rules , 2014, forms a Part of the Annual Report.

The Financial Statements including the Consolidated Financial Statements, Separate Audited Financial statements of the subsidiaries along with other relevant documents required to be attached to this report have been uploaded on the website of the Company www.choiceindia.com.

The details of Business Model of the group along with Performance of each subsidiary have been highlighted below. As on March 31, 2024 the Company has 13 subsidiaries out of which 8 are step down subsidiaries. The detail of Material Changes in the Operations/ Nature of the business of the Subsidiaries during the Financial Year 2023-24 have been highlighted down below. The impact of such changes, if any has been adequately disclosed in the Financial Statements

The Broking Segment of the group has its PAN India presence, operating through 89 Branches across the Country.

During the year under review, the “CEBPL” has allotted 8,90,200 Warrants to be Converted in to equivalent Number of Equity Shares of the Company of Face Value of Rs.10/- each to the Directors of the Company. On conversion of these Warrants in to equivalent number of Equity Shares, at later date the Company's holding in “CEBPL” shall stand at 90% of the total Equity Share Capital of “CEBPL”.

During the Year under review, the Company has sold its entire stake in M/s. Shreeyam Securities Limited.

Accolades: During the year under review, the Company has been awarded as Leading Member in Traded Clients by the “Multi Commodity Exchange of India”. (MCX)

As on March 31, 2024, the entire shareholding of “CEBPL” is held by the Company.

M/s. Choice Wealth Private Limited - Wholly owned Subsidiary of CEBPL

From asset allocation support, trading of securities to specialized investment vehicles, “Choice wealth” offers distribution services of a range of financial products and services designed to cater to a range of investments needs of its clients.

“Choice wealth” offers a comprehensive wealth solutions for all its Retail, HNI & Institutional clients by offering fleet of products like Mutual Funds , Bonds/ NCD's , Corporate FD to name a few.

The Company M/s. Choice Wealth Private Limited (Choice Wealth) is registered with the “Association of Mutual Funds of India” (AMFI) as a Mutual Fund Distributor and is empanelled with various Mutual Fund Houses to distribute their services to the end clients.

Entire Shareholding of the company M/s. Choice Wealth Private Limited is held by M/s. Choice Equity Broking Private Limited our wholly owned Subsidiary.

The Gross Revenue of the subsidiary for FY 2024 stood at INR 350.52 Lakhs (Previous Year: at INR 294.86 Lakhs). During the year under review, this company earned a Profit of INR 51.28 Lakhs (Previous Year: INR 18.61 Lakhs).

M/s. Choice Connect Private Limited - Wholly owned

Subsidiary of CEBPL

All Financials Products one platform!

The services of the entire group are distributed through our online Portal named “Choice Connect”. Through this online Channel of distribution,” Choice Connect” on Boards various Business Associates, who helps us widen our network.

The Portal helps an Individual to act as a mediator for distributing our services and enables them to become full service financial advisors with the help of wide range of distribution services, proprietary engine, engaging trainings and digital execution.

The focus is to seek Financial Independence for the masses of the country, by providing them easily & promptly available “Financial Services” at affordable prices by utilizing the “Choice Connect” module. Being an asset light model, it increases our reach without impacting any fixed cost.

Entire Shareholding of the company M/s. Choice Connect Private Limited is held by “CEBPL”.

The Gross Revenue of the Company for FY 2024 stood at INR

2203.26 Lakhs (Previous Year INR 1692.17 Lakhs.) The Company earned a profit of INR. 25.93 Lakhs (Previous Year: Profit of INR

75.26 Lakhs)

M/s. Choice Tech Lab Solutions Private Limited - Wholly owned Subsidiary of CEBPL

One Customer, One Platform - Financial Service Supper App - “Choice FinX”

M/s. Choice Tech Lab Solutions Private Limited (Choice Tech Lab) equips the group with the requisite Technology Support. “Choice Tech Lab “has evolved the Company from a “Financial Hub” to a “Fin Tech Financial Hub”. With the increasing complexities of Business, this technology arm has given wings to the group to fly higher.

Entire Shareholding of the company M/s. Choice Tech Lab Solutions Private Limited is held by “CEBPL”. The Gross Revenue of the Company for FY 2024 stood at INR. 2063.96 Lakhs (Previous Year INR 1456.64 Lakhs). The Company earned a profit of INR. 18.35 Lakhs (Previous Year: INR 0.44 Lakhs).

M/s. Choice AMC Private Limited (Erstwhile known as M/s. Choice Portfolio Management Services Private Limited) -Wholly owned Subsidiary of CEBPL

The Portfolio Management Services of the group is catered to the clients through our Subsidiary M/s. Choice AMC Private Limited (Choice AMC) a SEBI Registered Portfolio Managers.

Entire Shareholding of the company “Choice AMC “ is held by “CEBPL”. The Gross Revenue of the Company for FY 2024 stood at INR 60.15 Lakhs (Previous Year INR 26.89 Lakhs). The Company incurred a profit of INR 19.82 Lakhs (Loss of INR: INR 13.44 Lakhs)

M/s. Choice Insurance Broking India Private Limited -Subsidiary of CIL

The group aims to simplify the complex world of insurance for its customers. It has entered into strategic alliances with all the insurance companies, and has access to the best products & solutions in the insurance market.

The group offers its insurance distribution services through “Choice Insurance Broking India Private Limited” (Choice Insurance). Be it health Insurance, be it life insurance, be it commercial insurance, be it vehicle insurance, “Choice Insurance” provides it all.

“Choice Insurance” is Registered with “Insurance Regulatory & Development Authority “as an Insurance distributor. Fifty percent shareholding of the company “Choice Insurance” is held by “CIL”. The Gross Revenue of the Company for FY 2024 stood at INR. 8,675.50 Lakhs (Previous Year INR 614.47 Lakhs). The Company earned a profit of INR. 609.41 Lakhs (Previous Year: INR 36.68 Lakhs)

NON BANKING FINANCIAL SERVICES (NBFC)

The group provides its Non - Banking Financial Services, through our Subsidiary “Choice Finserv Private Limited” (Choice Finserv).

Bridging the Financial slit, “Choice Finserv” offers diverse credit facilities to MSMEs, individuals, and others in Tier-3 and below geographies, The Company, is committed to fostering financial inclusion and driving economic growth in these underserved regions. As a vital subsidiary of Choice Group, our NBFC arm focuses on financial solutions that meet the unique needs of small businesses, entrepreneurs, and individuals in rural and semi-urban areas.

“CIL” holds, 97.34 % stake in the Company “Choice Finserv”. The Gross Revenue of the Company for FY 2024 stood at INR 8684.54 Lakhs (Previous Year INR 4704.34 Lakhs). The Company earned a profit of INR 204.59 Lakhs (Previous Year: Profit of INR 425.64 Lakhs).

ADVISORY

The group provides its advisory services through the below mentioned subsidiaries:

M/s. Choice Capital Advisors Private Limited - Wholly owned subsidiary of CIL

The Investment & Merchant Banking services are offered through our Subsidiary “Choice Capital Advisors Private Limited” (Choice Capital).

At “Choice Capital “we focus on creating customized solutions to grow and manage our client's business and bring them the best advisory, consultation and execution services. “Choice Capital”, is as SEBI registered Category-I merchant banker offering services such as IPO advisory, valuations, corporate finance etc.

During the Year under review, the Subsidiary had successfully acted as a Left Lead Manager to the mainboard IPO of Vishnu Prakash R Punglia Limited. The issue size was INR 308.8 cr which got over subscribed by 88 times.M/s. Choice Consultancy Services Private Limited - Wholly owned subsidiary of CIL

“Infrastructure is much more than cement and concrete. Infrastructure guarantees a better future. Infrastructure connects people.

-Shri Narendra Modi Hon’ble Prime Minister of India

In line with the vision of our Hon'ble Prime Minister, our subsidiary M/s. Choice Consultancy Services Private Limited (Choice Consultancy) provides Infrastructure Consultancy & Government Advisory. The subsidiary is distinguished consultant in the sectors such as Road, Highways and Bridges Development, Water Management, Affordable Housing, Solid Waste Management, Public Financial Reforms, Urban Development and sustainability, Information Technology, E- learning, Smart Education etc.

i) M/s. Choice Corporate Services Private 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.

“Choice Consultancy” as on March 31, 2024 holds 75 % stake in the Company “Choice corporate”. The Gross Revenue of the Company for FY 2024 stood at INR 223.52 Lakhs (Previous Year ' 153.71 Lakhs). The Company earned a profit of INR 26.51 Lakhs (Previous Year: Profit of INR 76.51 Lakhs)

ii) M/s. SKP Green Ventures Private Limited (SKP Green Ventures).

“SKP Green Ventures” operates in the renewable energy sector where the company develops large solar parks across India. “Choice Consultancy “as on March 31, 2024 holds 75 % stake in the Company “SKP Green Ventures”.

The subsidiary reported a Gross Revenue to INR 41.40 Lakhs for the FY 2024 as compared to previous Year: INR 5.42 Lakhs. The Company incurred a loss of INR (209.03) Lakhs as compared to Previous Year: INR (128.33) Lakhs

As on the date of Report , “SKP “ Green Ventures holds 100 % stake in the Company M/s. Bikaner Three SKP Green Ventures

Private Limited & M/s. Fategarh Four SKP Green Ventures Private Limited.

Post the closure of the Financial Year, the Company SKP Green Ventures has sold its entire stake in its wholly owned subsidiary M/s. Bhadla Three SKP Green Ventures Private Limited.

MATERIAL SUBSIDIARIES

The company's policy for determining material subsidiaries, as adopted by the Board of Directors, is in conformity with Regulation 16 of the SEBI LODR Regulations, the policy may be accessed on the website of the company at www.choiceindia.com in the “ Investor Relations” Tab .

In terms of the said policy & in compliance with the provision of Regulation 16 of the LODR Regulations, below mentioned subsidiaries are the Material Subsidiaries of the Company as their Net worth / Income exceeds 10 % of the Consolidated Net worth of the Company.

Details of Material Subsidiaries as on March 31, 2024:

i) Choice Equity Broking Private Limited

ii) Choice Consultancy Services Private Limited

iii) Choice Finserv Private Limited

iv) Choice Insurance Broking India Private Limited

RETIREMENT BY ROTATION & SUBSEQUENT REAPPOINTMENT

In accordance with the Provisions of Section 152 & other Applicable provisions if any of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules 2014( including any statutory modification(s) or re-enactments(s) thereof for the time being in force ) and the Articles of Association of the Company, Mrs. Vinita Patodia The Chairperson (DIN No : 06360364) liable to retire by rotation at the ensuing Annual General Meeting and being eligible offered herself for reappointment.

The Board recommends her re - appointment for consideration of Members at the forthcoming Annual General Meeting of the Company. Appropriate resolutions for her re - appointment is being placed for the approval of the Members along with her Brief Resume and other related information has been placed in the Notice convening the 31st Annual General Meeting of the Company.

INDEPENDENT DIRECTOR’S DECLARATION

In terms of Regulation 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstances situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties.

The Independent Directors have submitted a declaration of independence, stating that they meet the criteria of independence provided under section 149(6) of the Act & regulation 16(1) (b)of the Listing regulations. There has been no change in the circumstances affecting their status as an independent Director.

In the opinion of the Board, there has not been any change in the circumstances which may affect their status as Independent Directors of the Company and to the satisfaction of the Board their candidature holds experience, expertise & integrity. In terms of Section 150 read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014 as amended, the Independent Director of the Company have included their names in the data bank of Independent Directors maintained

In terms of requirements of the Listing Regulations, the Board has identified core skills, expertise and competencies of the Directors in the context of the Company's businesses for effective functioning, which are detailed in the Corporate Governance Report.

In terms of Section 150 of the Act read with rule 6 of the Companies (Appointment and Qualification of Directors) Rules ,

2014 as amended, the name of all the Independent Director of the Company have been included in the data bank maintained by the Indian Institute of Corporate Affairs.

NUMBER OF MEETINGS OF THE BOARD

Four meetings of the Board of Directors were held during the Financial Year 2023-24. The details of the meetings of the Board of Directors of the Company during the Financial Year 202324 are given in the Corporate Governance Report which forms part of this Annual Report. The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

COMMITTEES OF THE BOARD

The Board of Directors has the following Committees as on March 31, 2024:

I) Audit Committee

II) Nomination & Remuneration Committee

III) Stakeholder Relationship Committee

IV) Corporate Social Responsibility Committee

v) Risk Management Committee

The details of the above mentioned committee along with their Composition, Number of Meetings, held and attendance at the meetings are provided in the Corporate Governance Report.

For the smooth articulation of our operational & procedural part, the Company had constituted various Internal Committees consisting of the Executive, Independent Director of the Companies along with the involvement of the Senior Level Management in the Committee for the smooth operations of the Company , the details of the Committees constituted by the Company are as follows :

i) Finance Committee

ii) Investment Committee

iii) Securities Allotment Committee

iv) Rights Issue Committee

The meetings of the above mentioned Committees are held at Regular Intervals and decisions undertaken are the set of collective people on the consent of the majority of the members of the Committee. For fair & independent judgements the committee constitutes of optimum combination of Executive & Independent

Directors. The resolutions undertaken by the Committees are verified by the Board in their subsequent Meetings.

LISTING ON STOCK EXCHANGES

As on March 31, 2024, the Company's Equity Shares are listed on BSE Limited & the National Stock Exchange of India Limited.

DIVIDEND

As on March 31, 2024 your company on the basis of Market Capitalisation is under Top 1000 Listed Companies, the Company thus have adopted the “Dividend Distribution Policy”.

To nourish your Company growth objective with the upsurge in our expansions plans, it is vital to preserve the capital for the working capital requirements to supplement the growth plan. The Board in line with the Policy adopted and is in the opinion to retain the resources.

DEBENTURES

The Company had allotted Debentures in the preceding Financial Years, the Debentures so issued were redeemed in due course, the Principal amount along with Interest was duly paid to the Debenture Holders. However, one of the Debenture Holder, holding seven debentures is deceased, the Company is awaiting the authenticated documents from the legal claimants. The Company shall transfer the principal amount along with interest to the legal claimant on requisite verification. In case the Company, on verification if the Company finds the documents are not in order, the amount so due shall be transferred to the Investor Education & protection Fund.

DEPOSITS

During the year under review, the Company has not accepted any Public Deposits nor there are any outstanding Public Deposits or interest during the Year ended March 31, 2024.

INVESTOR EDUCATION AND PROTECTION FUND

During the Year, the Company has transferred the Un claimed dividend of Rs. 51,297/-. Further 2005 Shares on which dividend were unclaimed were transferred as per the requirement of IEPF Rules.

SECRETARIAL STANDARDS

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

FINANCIAL ACCOUNTING

As mandated by the Ministry of Corporate Affairs, the Financial Statements for the Year ended on March 31, 2024 has been prepared in accordance with the guidelines issued for Indian Accounting Standards (Ind- As)

Pursuant to Section 129(3) of the Act read with Rule 5 of the Companies (Account) Rules, 2014 a statement containing salient features of the Financial Statements of Subsidiaries /Associate Companies / Joint Ventures is given in Form AOC -1 and forms an integral part of this report.

The estimates and judgements relating to the Financial Statements are made on a prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Company's state of affairs, Profit and loss Statement and Cash flow Statement for the Year ended March 31, 2024.

AUDITOR’S Statutory Auditor’s

M/s. MSKA & Associates Chartered Accountants Firm headquartered in Mumbai, were appointed as the Statutory Auditor of the Company for the term of Five consecutive starting from the Conclusion of the 29th Annual General Meeting of the Company held on September 15, 2022 until conclusion of Annual General Meeting of the Company to be held in year 2027.M/s. MSKA & Associates Chartered Accountants had confirmed that they are not disqualified from being appointed as the Statutory Auditor of the Company.

We further like to inform that M/s. MSKA & Associates Chartered Accountants Firm the Statutory Auditors for the FY 23-24 have issued an unmodified opinion on the Financial Statements for the Financial Year ended March 31, 2024 and does not contain any qualifications, reservations, adverse remarks or disclaimers. The Statutory Auditors of the Company have not reported at any fraud o the Audit Committee as specified under section143(12) of the Act, during the year under review.

The Auditor's Report for the Financial Year ended March 31, 2024 on the Financial Statements (Standalone & Consolidated) of the Company is part of this Annual Report.

Secretarial Auditor / Audit

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment & Remuneration of Managerial Rules) 2014, the Board of Directors of the Company appointed M/s. R M Mimani & Associates LLP (CP No. 11601) to conduct the Secretarial Audit of the Company for the year ended March 31, 2024. The Secretarial Audit Report for the Financial Year ended March 31, 2024 under Companies Act, 2013, read with Rules made thereunder under Listing Regulation 24 A of the Listing Regulations ( including any Statutory Modification(s) or re- enactment(s) thereof for the time being in force is set out in the Annexure to this Report. The Secretarial Audit Report confirms that the Company has complied with the provisions of the Acts, Rule, Regulations and guidelines that no here were no deviations or non-compliances. The Secretarial Audit Report does not contain any qualifications, reservations, adverse remarks or disclaimers.

The Secretarial Compliance Report for the Financial Year ended March 31, 2024 in relation to Compliance of all applicable SEBI Regulations/ Circulars / guidelines issued thereunder, pursuant to requirement of Regulation 24 A of the Listing Regulation, obtained from M/s. R M Mimani & Associates LLP, (Company Secretaries) is set out in Annexure to this Report. The Secretarial Compliance Report has been disclosed as a Part of Annual Report as good disclosure practice.

Secretarial Audit for Material Unlisted Subsidiaries

As per regulation 24 (1) of SEBI Listing Regulation, the Company is required to annex the Secretarial Audit Report of its unlisted material subsidiary to its Annual Report. The Secretarial Audit reports of the material unlisted subsidiaries are annexed as part of the Board Report. The Secretarial Audit Report of such subsidiaries confirm that they have complied with provisions of the Acts, Rules, Regulations and Guidelines and there are no deviations or non - compliances for the Financial Year 2023-24.

Internal Auditor

The Board of Directors of the Company has appointed M/s.

Gupta Shyam & Co. Chartered Accountants (Registration No: 103450W) as the Internal Auditor of the Company for the Year 2023-24 The reports submitted by the Internal Auditor have been reviewed by the Statutory Auditor's and the Audit Committee on regular intervals.

CORPORATE GOVERNANCE

Pursuant to Regulation 34 of the SEBI (LODR) Regulations , Report on Corporate Governance along with certificate from a Practicing Company Secretary certifying compliance with conditions on Corporate Governance forms part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

BUSINESS RESPONSIBILITY AND SUSTANABILITY REPORT

Pursuant to Regulation 34(2)(f) of the SEBI (LODR) Regulations your Company provides the prescribed disclosures in lines with reporting requirements on Environmental, Social and Governance (“ESG”) parameters called the Business Responsibility and Sustainability Report (“BRSR”).

Your Company understand that “BRSR” reporting is an indispensable module of sustainability finance that aims to integrate environmental deliberations into a company's reporting and disclosure practices. The entire process of disclosures aims at ascertaining and executing practices that align with the sustainability principles. The Business Responsibility & Sustainability Report describing the initiatives taken by the Company on Environmental, Social and Governance perspective forms part of this Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The CSR expenditure's though not applicable to your Company, at group level the Company has contributed Rs. 1,21,75,000/- for CSR activities. Within the ambit of the provisions of the Company Acts, 2013, the company focuses on Education & Health care as major areas for the organic development of the Society and better future for our Country.

PARTICULARS OF LOAN, GUARANTEES OR INVESTMENTS BY THE COMPANY

Details of Loans, Guarantees and Investments covered under the provisions of the Companies Act, 2013 along with the applicable Rules of the Act are given in the notes to the Financial Statements forming part of this Annual Report.

RELATED PARTY TRANSACTIONS

All Contracts / arrangements / transactions entered by the Company during FY 23-24 with related parties were on arm's length basis and in the ordinary course of business approved by the Audit Committee. Omnibus approval was obtained on a yearly basis for transactions which are of repetitive nature. All the transactions with the related parties were reviewed and approved by the Audit Committee and are in accordance with the policy on dealing structure of Related Party framework adopted by the Company.

As per SEBI(LODR) Regulations, if any transaction with the Related Party exceeds 10 % of the annual consolidated turnover as per the last audited financial statement whichever is lower, would be considered as material and would require Member's approval.

The Company has taken requisite approvals from the members during the year under review, however all transactions entered with related parties during the year under review were on arm's length basis and not material in nature in terms of Section 188 of the Act and thus disclosures in form AOC-2 in terms of Section 134 of the Act is not required. There was no material related party transactions during the year under review with the Promoters, Directors or Key Managerial Personnel of the Company.

Your Company has consistently adopted the practice of undertaking related party transactions only in the ordinary and normal course of business & at arm's length basis, as part of practice of observing to highest standard of ethical, transparent, and accountable business. In line with the provisions of the Companies Act, 2013 and the Listing Regulations, the Board has approved a policy on related party transactions. The policy on related party transactions has been placed on the Company's website at www.choiceindia.com.

EXTRACTS OF ANNUAL RETURN

In accordance with the requirements under Section 92(3) and Section 134(3)(a) of the Act and the applicable rules, the annual return as on March 31, 2024 is available on the website of the Company www.choiceindia.com.

CEO / CFO CERTFICATIONS

The Certifications required in terms of Part B, Schedule II of the Listing Regulations, from Mr. Arun Kumar Poddar the Chief Executive Officer of the Company and Mr. Manoj Singhania , Chief Financial Officer of the Company, for the Financial Year 2023-24 forms part of the Report on Corporate Governance.

NOMINATION & REMUNERATION POLICY & COMMITTEE

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. The Policy broadly lays down the guiding principles, philosophy and the basis of payment of remuneration.

The policy also provides the criteria for determining Qualifications, positive attributes and Independence of Directors and criteria for appointment of Key Managerial Personnel, Senior Management and performance evaluation which are considered by the Nomination and Remuneration Committee and the Board of Directors while making selection of the candidates.

The Company has a Nomination and Remuneration Committee (NRC), which is responsible for formulating the criteria for appointment of Directors on the Board of the Company and persons holding Senior Management positions in the Company including their remuneration and other matters as provided under Section 178 of the Companies Act , 2013 and the Listing Regulations. The role of the NRC Committee encompasses conducting a gap analysis to refresh the Board on a periodic basis, including each time a Directors appointment or re- appointment is required. The NRC Committee is also responsible for reviewing the Profiles of Potential candidates the required, competencies and due diligence and meeting of potential candidates prior to making recommendations of their nomination to the Board.

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

In terms of the Provisions of Section 178(3) of the Act, and Regulation 19 of the Listing Regulations, the NRC has formulated

the criteria for determining qualifications, positive attributes and independence of Directors, the key features of which are as follows:

Qualifications: The Board Nomination process encourages diversity of thought, experience, knowledge, age and gender. It also ensures that the Board has an appropriate blend of functional and industry expertise.

Positive Attributes: Apart from the duties of Directors as prescribed in the Act the Directors are expected to demonstrate high standards of ethical behaviour, communications skills and independent judgement. The Directors are expected to abide by the respective code of conduct as applicable to them.

Independence: A director will be considered independent if He / she meets the criteria laid down in section 149 (6) of the Act, the Rules framed thereunder and Regulation 16 (1)(b) of the Listing Regulations.

Evaluation Process:

Your Company believes in value for its stakeholders through ethical process and integrity. The Board plays a very important role in ensuring the Company's performance to monitor and provide timely inputs to enhance the Company's Performance and set right direction for growth. Hence it is important that every individual Board Member effectively contributes in the Board deliberations.

At “Choice” we follow annual evaluation for our Key Managerial Persons and other eligible employees including the senior management team. A process sculpted on this method has been designed for evaluation of Directors under this process, the company management will:

- Formulate the process for evaluating and rating Directors

-Design the evaluation template / questionnaire and implementation process

- Peer review of each Director

- Analyse feedback received from each Director

- Weighting the Evaluation summary of each Director.

Key Evaluation Criteria:

• Attendance and contribution at Board and Committee meetings

• His/her stature, appropriate mix of expertise, skills, behaviour, experience, leadership qualities,

• Sense of sobriety and understanding of business, strategic direction to align company's value and standards.

• His/her knowledge of finance, accounts, legal, investment, marketing, foreign exchange/ hedging, internal controls, risk management, assessment and mitigation, business operations, processes and Corporate Governance.

• His/her ability to create a performance culture that drives value creation and a high quality of debate with robust and probing discussions.

• Effective decisions making ability to respond positively and constructively to implement the same to encourage more transparency.

• Open channels of communication with executive management and other colleague on Board to maintain high standards of integrity and probity.

• Recognize the role which he/she is expected to play, internal Board Relationships to make decisions objectively and collectively in the best interest of the Company to achieve organizational successes and harmonizing the Board.

• His/her global presence, rational, physical and mental fitness, broader thinking, vision on corporate social responsibility etc.

• Quality of decision making & understanding financial statements and business performance, raising of finance, best source of finance, working capital requirement, forex dealings, geopolitics, human resources etc.

• His/her ability to monitor the performance of management and satisfy himself with integrity of the financial controls and systems in place by ensuring right level of contact with external stakeholders.

• His/her contribution to enhance overall brand image of the Company.

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

The Remuneration paid to the Directors is in accordance with the Nomination & Remuneration Policy formulated in accordance with section 178 of the Act and Regulation 19 of the Listing Regulations (including any statutory Modification(s) or re- enactment(s) thereof for the time being in force.

In a separate meeting of Independent Director's, performance of Non - Independent Directors and the Board as a whole is evaluated. Considering the views of the Executive & Non - Executive Directors the evaluation of the Chairperson too is conducted. The Board also assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties. The above evaluations were than discussed in the Board Meeting and performance evaluation of Independent Directors was done by the entire Board excluding the Independent Directors being evaluated.

POLICIES ADOPTED BY THE COMPANY

To follow the best practice of Good Corporate Governance & Transparency in its operations, the Company has set rules for its internal working and smooth functionality of its operations embedded the Company's policy. The policies adopted by the Company are as follows:

- Whistle Blower Policy

- Policy on Material Subsidiary

- Policy on Related Party

- Policy on Materiality of Events

- Policy on Archival of Information

- Nomination & Remuneration Policy

- Code of Conduct for the Board Members and Senior Managerial Employees

- Code of Fair Disclosure of Unpublished Price Sensitive Information

- Insider Trading Policy

- Code for Employees

- Policy on prevention of Sexual Harassment at Work Place VIGIL MECHANISM

We at “Choice “ believe that, every organisation needs a “Whistle Blower” mechanism, it is healthy & in the interest of the organisation. We truly believe in conducting the affairs of the Company in fair and transparent manner by adopting to the highest standards of professionalism, honesty, integrity & ethical behaviour.

The Company has a robust vigil mechanism through its Whistle Blower Policy approved and adopted by the Board of Directors of the Company in compliance with the provisions of Section 177 of the Companies Act & Regulation 22 of the Listing Regulations.

The Policy is designed to ensure that any employee can raise their concerns about wrongdoing or malpractice within the organisation without fear of victimisation, subsequent discrimination, disadvantage or dismissal. Your Company is dedicated in mounting a culture where it is safe for all employees to raise their concerns on any objectionable practice or misconduct. Your Company is committed to abide to highest standard of ethical, moral and legal conduct of Business operations.

The Whistle Blower Policy has been posted on website of the Company www.choiceindia.com.

During the Year under review there are no Complains/ reporting's received by the Company in the said mechanism for the Company and for its subsidiaries.

POLICY ON PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

In compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (“POSH Act”) and Rules framed thereunder, the Company has formulated and implemented a policy on prevention, prohibition and redressal of complaints related to sexual harassment of women at the workplace.

Your Company is committed in providing an innocuous & welcoming & approachable work environment to all its workforces and comrades. Your Company has established an Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and has formulated a policy and framework for employees to report sexual harassment cases at workplace.

The Company's policy ensures complete confidentiality of information. On regular basis workshops and awareness programmes against sexual harassment are conducted across the organization. All the women employees, permanent, contractual, temporary and trainees are covered under this policy. During the Financial Year 2023-24, no cases in the nature of Sexual harassment were reported at any work place of the Company.

RISK MANAGEMENT

The Board of Directors of the Company has a Risk Management Committee to frame, implement and monitor the risk management plan for the Company. The Committee is

responsible for monitoring and reviewing the risk management plan and ensuring its effectiveness.

Adaption and execution of well- defined Risk Management plan is significant to avoid future exigencies, thus the Company's approach to articulate Business Risk is comprehensive and includes periodic review of risks and designing a framework for necessary controls and timely reporting.

The Audit Committee has additional oversight in the area of financial risks and controls. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The development and implementation of risk management policy has been covered in the Management Discussion and Analysis, which forms part of this report.

INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY

The Board of your Company has laid down internal financial controls to be followed by the Company. Such internal financial controls are adequate and operating effectively and are in lines with the size & complexities of the operations of your the 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 ensures a smooth approval process which is also helpful to establish clear guidelines and protocols for each approval chain, such as timelines for review and approval, documentation requirements, and escalation procedures in case of delays or issues. Overall, having a flexible and customizable approval process the system shall help in streamlining business operations which shall also improve efficiency.

Your Company has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

The Board has adopted policies and procedures for governance of orderly 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 the Board of Directors, statutory Auditors and the Business Heads are periodically apprised of the internal audit findings and corrective actions taken. Significant audit observations and corrective actions taken by the management are presented to the Audit Committee of the Board.

DIRECTORS RESPONSIBILITY & STATEMENT

Pursuant to Section 134 of the Act (including any statutory modification(s) or re- enactment(s) thereof for time being in force), the Directors of the Company State that:

a. in the preparation of the annual accounts for the financial year ended March 31, 2024 the applicable accounting standards have been followed and that there are no material departures.

b. the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company as at March 31, 2024 and of the profits of the Company for the Financial Year ended March 31, 2024

c. proper and sufficient care has been taken for maintenance of adequate accounting records with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

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

e. internal financial control were in place and that the financial control were adequate and were operating effectively.

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

ENERGY & TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

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

Though the operations of your Company are not energy intensive, the Company promotes green energy and energy saving initiatives. The initiatives taken by the Company are mentioned in the Business Responsibility & Suitability Report.

FOREIGN EXCHANGE

During the year under review, there are no Foreign Exchange

earnings and outgo both on Standalone & Consolidated basis .

HUMAN RESOURCE

The Human Resources (HR) department has made significant strides over the past year in fostering a positive workplace culture, enhancing employee engagement, and supporting the organization's strategic goals. This report provides an overview of our key initiatives, achievements, and future plans.

Key Achievements

Talent Acquisition and Recruitment

• Successfully hired 5372 new employees, increasing our workforce by approx. 70%.

Employee Engagement and Retention

• Organized annual picnic, sports day and various other activities, contributing to a healthier work environment.

Learning and Development

• Conducted leadership development workshops, attended by 50 managers and supervisors, to enhance their leadership skills.

• Achieved an average of 18 training hours per employee, focusing on personal development.

Performance Management

• Revamped the performance appraisal system, encouraging regular and constructive feedback.

Talent Retention

• Enhanced our employee value proposition (EVP) by offering competitive benefits, career development opportunities, and a supportive work environment.

Future Plans

• Digital Transformation: Continue to leverage technology to improve HR processes and enhance the employee experience.

• Expand our wellness programs to include mental health support, financial wellness workshops, and holistic well-being initiatives.

The HR department remains dedicated to supporting our employees and driving organizational success. By focusing on talent acquisition, employee engagement, learning and development, and diversity and inclusion, we are well-positioned to meet the challenges of the future and achieve our strategic objectives.

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 of the Company.

II) No application has been made under the Insolvency and Bankruptcy Code. The requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 is not applicable.

III) 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 the Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed and forms an integral part of this Report.

V) A statement comprising the names of top 10 employees in terms of remuneration drawn and every persons employed throughout the year, who were in receipt of remuneration in terms of Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed and forms an integral part of this annual report. The said Annexure is not being sent along with this annual report to the members of the Company in line with the provisions of Section 136 of the Act. Members who are interested in obtaining these particulars may write to the Company Secretary at the Registered Office of the Company or email at secretarial@choiceindia.com

APPRECIATION & ACKNOWLEDGEMENT Board of Directors place their earnest appreciation, for the contribution made by all our employees who’s tireless determination and hard work has aided the company accomplishing its objectives .

The Directors also place on record their earnest gratitude for the continued support extended by the Bankers, Financial Institutions, Lenders and Stakeholders for their conviction and faith rested with the group “Choice”. Further the Directors express their sincere appreciation to the all the Regulators of the Company namely the

Reserve Bank of India, National Stock Exchange of India Limited, BSE Limited, Securities & Exchange Board of India, Ministry of Corporate Affairs, Registrar of Companies, Depositories, other Government & Regulatory Authorities for their on-going support extended by them towards the Company.