Your Directors are presenting the 31st Annual Report on the business and operations of the Company together with the Audited Financial Statements for the year ended March 31, 2024.

1. FINANCIAL SUMMARY/HIGHLIGHTS

The summarized financial result for the year areas under:

COMPANY’S PERFORMANCE REVIEW

In financial year 2023-24 we have generated the revenue of Rs. 3685.92 lacs as compared to Rs. 3465.76 Lacs in the previous year. The Net profit before Tax for the year under review has amounted to Rs. 166.32 lacs as compared to previous year profit of Rs. 146.56 Lacs, the exceptional Items amounting - NIL (previous year Rs. 225.58), and Net profit after tax for the year is Rs. 110.22 lacs as compared to previous year profit ofRs. 321.33 lacs.

3. ANNUAL RETURN

Pursuant to Section 92 of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return is available on the website ofthe Company on the following link (http://www.choksilab.in)

4.    DIVIDEND

In view of requirement of funds for the operations of the Company, no dividend is recommended for the financial year ending 31st March 2024.

5.    PERFORMANCE EVALUATION OF BOARD, COMMITTEE AND DIRECTORS BOARD EVALUATION

Pursuant to the provisions of the Act and the Listing Regulations, a structured questionnaire was prepared after taking into consideration the various aspects of the Board’s functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance.

The performance evaluation of the Directors was completed during the year under review. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors and Non-Executive Director. The Board of Directors expressed their satisfaction with the evaluation process.

6.    MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis forms an integral part of this Report (Annexure I) and gives detail of the overall industry structure, developments, performance and state of affairs of the Company’s various businesses viz., the decorative business international operations, industrial and home improvement business, internal controls and their adequacy, risk management systems and other material developments during the financial year.

7.    MATERIAL CHANGES AND COMMITMENTS

There have been no material changes and commitments, which affect the financial position of the company which have occurred between the end of the financial year to which the financial statements relate and the date of this Report. “There have been no material changes and commitments affecting the financial position ofthe Company between the end ofthe financial year and date ofthis report.

8.    CHANGE IN THE NATURE OF BUSINESS IF ANY.

There was no change in the nature ofbusiness ofthe Company during the Financial Year ended 31stMarch 2024.

9.    FOREIGN EXCHANGE EARNINGS & OUTGO

Foreign Exchange outgo: Rs. 111.54 Lakhs Foreign Exchange Earnings: Rs. 76.76 Lakhs

10.    GOVERNANCE AND ETHICS

a. Corporate Governance

Corporate Governance is an ethically driven business process that is committed to values aimed at enhancing an organizations brand and reputation. The Companies Act, 2013 and amended SEBI (Listing obligation and Disclosure Requirements) Regulation 2015 have strengthened the governance regime in the country. The Company is in compliance with the governance requirements provided under the new law and had proactively adopted many provisions of the new law, ahead of time. The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. Integrity and transparency are keys to our corporate governance practices to ensure that we gain and retain the trust to four stakeholders at all the times.

A separate report on Corporate Governance (Annexure II) is provided together with a Certificate from the practicing Company Secretary regarding compliance of conditions of Corporate Governance as stipulated SEBI (Listing obligation and Disclosure Requirements) Regulation 2015 (Annexure III) A Certificate of the MD and CFO of the Company, inter alia, confirming the correctness of the financial statements and cash flow statements, adequacy of the internal control measures and reporting of matters to the Audit Committee, is also annexed. (Annexure IV).

b.    Directors & Key Managerial Personnel Appointments: Director

Re-appointments: In accordance with the Articles of Association of the Company and Section 152 of The Companies Act, 2013, Ms. Himika Choksi (DIN: 00155007), Whole-Time Director is due to retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment. Ms. Himika Choksi is liable to retire by rotation.

•    During the Financial Year 2023-24, the position of Mr. N. K. Mani (DIN: 02783996) from the directorship left vacant due to sudden demise ofMr. N. K. Mani on 08th January, 2024. The left position was later on fulfilled by the appointment ofMrs. Prachi Mantri (DIN: 10491114) in the duly convened board meeting held on 03rdFebruary, 2024.

•    The Term of Mr. Sudarshan Shastri (DIN: 00155105) as an Independent Director has completed w.e.f.31.03.2024.

•    After the completion of Financial Year 2023-24, Mrs. Prachi Mantri (DIN: 10491114) and Mrs. Abha Shastri (DIN: 0065772),was regularized as Independent Director of the Company via postal ballot resolution from shareholders of the company to hold the office for fiveyears w.e.f. 01stMay, 2024.

The Company has received disclosures from all the directors and none of the directors has been disqualified as stipulated under Section 164 ofthe Companies Act, 2013 and rules made there under.

c.    Number of Meetings of Board of Directors

The Board of Directors met Six (6) times during the Financial Year under review viz. 29th May 2023, 05thJuly, 2023, 12thAugust 2023, 10thNovember2023, 03rdFebruary 2024, and 27thMarch 2024. The maximum gap between any 2 meetings did not exceed 120 days.

d.    Independent Directors and their Meeting

Your Company has received annual declarations from all the Independent Directors of the Company confirming that they meet with the criteria of Independence provided in Section 149(6) of the Companies Act, 2013 and Regulations 16(1) (b) & 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and there has been no change in the circumstances which may affect their status as Independent Director during the year.

The Independent Directors met on 27thMarch 2024 without the attendance of Non-Independent Directors and members of the Management. The Independent Directors reviewed the performance of Non-Independent Directors and the Board as a whole; the performance of the Chairman of the Company, taking into account the views of Executive Directors and Non- Executive Directors and 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.

e.    Secretarial Standards

The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors’ and ‘General Meetings’, respectively, have been duly followed by the Company.

f.    Audit Committee & Composition

The Audit Committee comprises Independent Directors namely Mr. Sudharshan Shastri (Chairman), Mrs. Meenaxi Patidar(Member), Mr. N.K. Mani (Member). During the year all recommendations made by the Audit Committee were accepted by the Board. On 08th January,

2024 one of the member of committee, Mr. N. K. Mani passed away and his position was later on filed by appointment of Mrs. Prachi Mantri.

After the completion of Financial Year 2023-24, company has appointed Mrs. Abha Shastri as Independent Director of the company and chairman of Audit committee of Board Directors w.e.f. 01st April, 2024.

The fresh Composition ofthe Committee is hereunder:

g. Nomination and Remuneration Committee

The Nomination and Remuneration Committee comprises Independent Directors namely Mr. Sudarshan Shastri, Mr. Raghmendra Singh and Mr. N.K. Mani during the year all recommendations made by the Nomination and Remuneration Committee were accepted by the Board. On 08th January, 2024 one of the member of committee, Mr. N. K. Mani passed away due to which Mrs. Meenaxi Patidar was introduced into the committee w.e.f. 03rd February, 2024. The term completion of Mr. Sudarshan Shastri was also took place on 31st March, 2024.

The fresh Composition ofthe Committee is as follows:

After the completion ofFinancial Year 2023-24, company has appointed Mrs. Abha Shastri as Independent Director of the company and became member of Nomination and Remuneration committee of Board of Directors w.e.f. 01st April, 2024.

h. Stakeholder Relationship Committee

The Stakeholder Relationship Committee comprises Independent Directors namely Mr, Sudarshan Shastri (Chiarman) Mrs. Meenaxi Patidar (Member) and Mr, N. K. Mani (Member). During the Year all recommendation made by the Stakeholder Relationship Committee were accepted by the Board.On 08th January, 2024 one of the member of committee, Mr. N. K. Mani passed away, due to which Mr. Raghmendra Singh was introduced into the committee w.e.f. 03rd February, 2024. The term completion of Mr. Sudarshan Shastri was also took place on 31st March, 2024.

After the completion ofFinancial Year 2023-24, company has appointed Mrs. Abha Shastri as Independent Director of the company and became member of Stakeholder Relationship Committee of Board of Directors w.e.f. 01st April, 2024.

The fresh Composition ofthe Committee is hereunder:

i.    Contracts and Arrangements with Related Parties

All Related Party Transactions, which are foreseen and repetitive in nature, are placed before the Audit Committee on a yearly basis for obtaining prior omnibus approval of the committee. The transactions entered into pursuant to the omnibus approval are placed before the Audit Committee for review and approval on quarterly basis.

During the financial year 2023-24, there were no transactions with related parties which qualify as material transactions under SEBI (Listing obligation and Disclosure Requirements) Regulation 2015 and the Companies Act.

In line with the requirements of the Companies Act, 2013 and Equity SEBI (Listing obligation and Disclosure Requirements)Regulation 2015, the Company has formulated a Policy on Related Party Transactions which is also available on Company’s website at http://www.choksilab.in/Downloads.The Policy intends to ensure that proper reporting; approval and disclosure processes are in place for all transactions between the Company and Related Parties.

11.    PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The statement containing particulars of employees as required under Section 197 of the Companies Act, 2013 read with rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, will be provided upon request. In terms of Section 134 and 136 of the Companies Act, 2013, the Report and Accounts are being sent to the Members and others entitled there to, excluding the information on employees' particulars which is available for inspection by the members at the Registered Office of the Company during business hours on working days of the Company. If any member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

Your Company’s mission envisages a strong sense of commitment to work by being a caring pharmaceutical company, which will continuously strive to enhance health through quality Service. Your Company aims at consistently providing service that meet customer needs as well as national and international regulatory requirements, as may be applicable. Your Company has been steadily raising the bar, setting higher goals for incremental performance and enlarging the scope of its initiatives. The environmental policy of your Company emphasizes being a caring Company, which shall protect and promote the environment by complying with applicable environmental regulations and preventing pollution in all its operations.

12.    INTERNAL FINANCIAL CONTROL

According to Section 134(5) (e) of the Companies Act, 2013 the term Internal Financial Control (IFC) means the policies and procedures adopted by the company for ensuring the and efficient conduct of its business, including adherence to 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 ofreliable financial information.

The Company has adequate system of internal controls to ensure that all the assets are safeguarded and are productive. Necessary checks and controls are in place to ensure that transactions are properly verified, adequately authorized, correctly recorded and properly reported. The Internal Auditors ofthe Company conducts Audit ofvarious departments to ensure that internal controls are in place;

13.    NOMINATION AND REMUNERATION POLICY

The Board, on the recommendation of the Nomination and Remuneration Committee, has adopted a policy for selection, appointment and remuneration of Directors, Key Managerial Personnel and Senior Management. The details of this Policy are given hereunder. The policy is available on the Company’s website at www.choksilab.in.

The Company considers human resources as its invaluable assets. The Nomination and Remuneration Policy aims to pay equitable remuneration to all Directors, Key Managerial Personnel and employees of the Company, to harmonize the aspirations of human resources consistent with the goals of the Company. The Remuneration Policy for all employees is designed to attract talented personnel and remunerate them fairly and responsibly, this being continuous, ongoing exercise at each level in the organization.

14.    WHISTLE BLOWER POLICY

The Company has in place a Whistle Blower/Vigil Mechanism through which it’s Stakeholders, Directors, and Employees can report genuine concerns about unethical behavior and actual or suspected fraud or violation of the Company’s Code of Business Conduct and Ethics. The said policy provides for adequate safeguards against victimization and direct access to the Audit Committee. The e-mail id for reporting genuine concerns is compliance_officer@choksilab.com. During the year, no complaint was received in terms ofthe policy.

15.    WHOLE TIME/ MANAGING DIRECTOR

The Company pays remuneration by way of salary, perquisites, and allowances (fixed component) and commission (variable components wherever applicable as per terms of appointment) to its Whole-time Directors. A proper balance between fixed and variable components is aimed at. Salary is paid based on the recommendation of the Nomination and Remuneration Committee and as approved by the Board of Directors, subject to the approval of the Shareholders within the limits stipulated by the Act and the Rules made thereunder. The remuneration paid to the Whole Time Directors is determined keeping in view the industry benchmark and the relative performance of the Company compared to the industry performance.

16.    NON-EXECUTIVE DIRECTORS

Non-Executive Directors receive sitting fees for attending Meetings of the Board and its Committees as per the provisions of the Act and the Rules made there under. No other remuneration is paid to the Non-Executive Directors. The Nomination and Remuneration Committee may recommend to the Board, the payment of commission taking into account the evaluation ofthe performance ofthe Directors.

17.    KEY MANAGERIAL PERSONNEL (KMP) AND OTHER EMPLOYEES

The remuneration of KMP other than the Whole Time Director and other Senior Managerial Employees largely consists of basic salary, perquisites, allowances and performance incentives (wherever paid). Perquisites and retirement benefits are paid according to the Company’s policy. The components of the total remuneration vary for different grades and are governed by the industry pattern, qualification and experience, merits and performance of each employee. The Company while deciding the remuneration package takes into consideration the current employment scenario and remuneration package prevalent in the industry and peer group companies.

18.    DIRECTORS RESPONSIBILITY STATEMENT

To the best of knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134(3) (c) ofthe Act:

a.    in the preparation of the annual accounts for the year ended March 31, 2024, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b.    the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view ofthe state of affairs ofthe Company;

c.    the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions ofthe Act for safeguarding the assets ofthe Company and for preventing and detecting fraud and other irregularities;

d.    the Directors had prepared the annual accounts on a ‘going concern’basis;

e.    the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such.

19.    STATUTORY AUDITORS

M/s. Prateek Jain & Co., Chartered Accountants (ICAI FRN: 009494C),were appointed as Statutory Auditor of the Company, for a term of 5 (five) consecutive years, at the Annual General Meeting held on 24thSeptember, 2022. They have confirmed that they are not disqualified from continuing as Auditors ofthe Company.

The Auditors Report and the Notes on financial statement for the year 2023-24 referred to in the Auditor’s Report are self-explanatory and do not call for any further comments.

Reporting of Fraud by auditors

During the year under review neither the statutory auditor nor the secretarial auditor has reported to the audit committee, under Section 143(12) Of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board’s report.

20.    SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Ms. Surabhi Agrawal, Practicing Company Secretary (ACS:56574, C.P. No. 23696) to undertake the Secretarial Audit of the Company. The Secretarial Auditors in their report for the year 2023 - 24 has confirmed the compliances of by the Company as covered in their report.

The Report of the Secretarial Audit for the year 2023-24 in the Form MR-3 is annexed herewith as “Annexure VI”. There is no qualification, reservation or adverse remark or in Secretarial Audit Report.

21.    INTERNAL AUDITORS

In compliance with the provisions of Section 138 of Companies Act, 2013, read with Companies (Accounts) Rules, 2014, your Company has appointed as internal auditor M/s. Tanmay V Rajurkar & Co., Chartered Accountants for the Financial Year 2023-24.

22.    RELATED PARTY TRANSACTIONS

In line with the requirements of the Companies Act, 2013 and SEBI Listing obligation and disclosure Regulation 2015(LODR), your Company has formulated a Policy on Related Party Transactions which is also available on http://www.choksilab.in/downloads. All Related Party Transactions are placed before the Audit Committee for review and approval of the Committee on a quarterly basis. Also, the Company has obtained prior omnibus approval for Related Party Transactions occurred during the year for transactions which are of repetitive nature and/ Or entered in the ordinary course of business and are at arm’s length.

All the related party transactions entered into during the financial year were on an arm’s length basis and were in the ordinary course of business. Your Company had not entered into any transactions with related parties which could be considered material in terms of Section 188 of the Companies Act, 2013. Accordingly, the disclosure of related party transactions as required under Section134 (3)(h) of the Companies Act, 2013 in Form AOC2.

Your Company Comply Pursuant to Regulation 23(9) of the SEBl (Listing Obligations & Disclosure Requirements), 2015, as amended vide SEBl (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, Submit note on Related Party Transactions, on consolidated basis for the financial year ended 31st March, 2024 to the Stock Exchange.

23.    OTHER DISCLOSURES

a.    Particulars of Loans, Guarantees or Investments:

The particulars of loans, guarantees and investments as on 31st March 2024 are covered under the provisions of Section 186 of the Companies Act, 2013 is given in the Notes to Financial statements of the Company.

Significant and Material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company:

There are no significant and material orders passed by the Regulators / Courts / Tribunals, which would impact the going concern status of the Company and its future operations.

b.    Details of Fixed Deposits

During the year under review, the Company has not accepted any Deposit under Section 73 of The Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. It is further stated that the Company does not have any deposits which are not in compliance with the requirements of Chapter V of the Companies Act, 2013.

c.    Prevention of Sexual Harassment at Workplace:

The company has a Policy for prevention of Sexual Harassment at the Workplace in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013, Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year under review, there were no complaints pertaining to sexual harassment.”

d.    Business Responsibility Report

Regulation 34 (2) of the Listing Regulations, provides that the Annual Report of the Top 500 listed entities based on market capitalization (calculated as on March 31 of every financial year), shall include a Business Responsibility Report("BRR"). Since your Company, does not feature in the Top 1000 listed entities as per market capitalization as on March 31,2024, the Business Responsibility Report for the financial year 2023-2024 does not form a part of this Annual Report.

e.    Health and Safety

Health and Safety issues are addressed systematically, effectively and proactively. Your Company takes pride in providing various forms of medical assistance to its employees. Periodic health check-ups are carried out for all employees and regular training programs are organized on safety and precautionary measures. Firefighting training programs and first aid training camps are organized regularly educate workers and employees at the plant locations and corporate office.

24.    ACKNOWLEDGMENT

We would like to thank to all our Stakeholders, Investors Bankers, customers, Suppliers, Government agencies, stock exchanges and depositories, Auditors, legal advisors, consultants, business associates, service providers for their continued commitment, and invincible enthusiasm which made this year productive and pleasurable.

The Board also places on record, their deep sense of appreciation towards all its Employees at all levels for adopting the values of the Company and their hard work during the year.

For and on behalf of the Board of Directors Choksi Laboratories LimitedSd/-

Place: Indore    Sunil Choksi

Date: 13.08.2024    Chairman &Managing Director

DIN-00155078