Directors Report of Choice International Ltd.

Mar 31, 2023

CORPORATE OVERVIEW

“The Joy of Earning” is what we uphold while endorsing our services. We at “Choice” truly believe in optimising resources for our clients with best of our endeavour.

Your Company along with its Subsidiaries referred to as “Choice” group is a multifaceted household offering various financial services essential for an individual in his life span. The key services provided by the group includes Stock Broking Services , Mutual Fund Distribution, NBFC Services, Insurance Distribution , Management Consulting & Investment Banking Services , Infrastructure & Government Advisory.

The group provides end to end platform for securing ones financial stability along with enhancing his capital.

“AAP KIJIYE KAAMYABI KI TAYAARI, BAKI HUMARI ZIMMEDARI”OUR DRILL

The Directors are pleased to present the 30th Annual Report detailing the Business & Operations of your Company Choice International Limited (“the Company” or “Choice”) along with the Audited Financial Statements both Standalone & Consolidated for the Year ended March 31, 2023.

This report read with the Corporate Governance Report, Management Discussion and Analysis Report & Financial Statements of the Company shall convey the organization structure, its Business Outlook & the performance of the Company. 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.

FINANCIAL SUMMARY & HIGHLIGHTS				(Rs. In Lakhs)
Particulars	Consolidated		Standalone
	March 31, 2023 |	March 31, 2022 |	March 31, 2023 |	March 31, 2022
Revenue
Revenue from operations	38,507.47	28,372.55	1,294.94	1,127.57
Other Income	1,010.12	223.04	3.78	0.56
Total Revenue	39,517.59	28,595.59	1,298.72	1,128.13
Expenses Operating expenses	_	_	_	_
Employee benefit Expenses	10,895.89	5,695.04	221.85	125.06
Finance Costs	2,192.30	1,533.12	368.44	313.51
Depreciation & Amortisation expenses	479.81	337.63	52.20	63.02
Administrative & other expenses	17,754.43	13,666.22	382.99	266.21
Total Expenses	31,322.43	21,232.01	1025.48	767.80
Net Profit Before Tax	8,195.16	7,363.58	273.24	360.33
Tax Expenses a) Current Tax	2,306.60	1,871.96	65.67	93.00
b) Earlier Years Tax Expense	34.47	87.41	1.47	16.87
c) Deferred Tax	(152.70)	43.76	(22.80)	6.83
Total Tax Expenses	2,188.37	2,003.13	44.34	116.70
Net Profit After Tax	6,006.79	5,360.45	228.90	243.63
Other Comprehensive Income Items that will not be re classified to Profit & Loss Re- measurements gains defined benefit Obligations	(56.93)	(5.54)	(4.64)	(3.41)
Fair Value Loss on Investments	_	_	1.17	0.95
Tax Effects on above	13.94	1.49	(3.47)	(2.46)
Total Comprehensive Income	5,963.80	5,356.40	225.43	241.17
Paid-up Equity Share Capital	9,951.20	4,975.60	9,951.20	4,975.60
Reserves excluding Revaluation Reserves as per Balance Sheet Earnings Per Share	33,608.24	31,853.44	16,225.47	20,522.61
Basic	6.04	6.04	0.23	0.27
Diluted	6.01	6.04	0.23	0.27

LIST OF SUBSIDIARIES
Sr.No	Name of the Subsidiary	Status
1	Choice Equity Broking Private Limited (CEBPL)	Wholly Owned Subsidiary(WOS)
	I) Choice Wealth Private Limited	WOS of CEBPL
	II) Choice Corporate Services Private Limited	WOS of CEBPL
	III) Choice Portfolio Management Services Private Limited	WOS of CEBPL
	IV) Choice Connect Private Limited	WOS of CEBPL
	V) Choice Tech Lab Solutions Private Limited	WOS of CEBPL
	VI) Shreeyam Securities Limited	WOS of CEBPL
2	Choice Capital Advisors Private Limited	Wholly Owned Subsidiary
3	Choice Consultancy Services Private Limited (CCSPL)	Wholly Owned Subsidiary
	I) SKP Green Ventures Private Limited	WOS of CCSPL
	2) Choice Global Advisory Services Limited	WOS of CCSPL
4	Choice Housing Finance Private Limited	Wholly Owned Subsidiary
5	Choice Finserv Private Limited	Subsidiary
6	Choice Insurance Broking India Private Limited	Subsidiary

PERFORMANCE HIGHLIGHTS Consolidated Financial Performance

The Consolidated gross income of the Company for the financial year ended March 31, 2023 is '' 39,517.59 Lakhs as against '' 28,595.59 Lakhs in the previous year. Consolidated net profit during the year under review is '' 6,006.79 Lakhs as compared to '' 5,360.45 Lakhs in the previous year.

Consolidated Financial statements for the financial year ended March 31, 2023 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, 2023 on standalone is '' 1,298.72 Lakhs as against '' 1,128.13 Lakhs in the previous year. The Company reported a net profit of '' 228.90 Lakhs for the year ended March 31, 2023 as compared to the Net Profit of '' 243.63 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.

RESERVES

As per Standalone Financial statements, the net balance in the reserves of the Company for FY 23 & FY 22 is as follows:

(Rs. In Lakhs)
Particulars	As on March 31, 2023	As on March 31, 2022
Capital Reserve	8.70	8.70
Securities Premium	13511.33	18,544.92
Statutory Reserves	382.73	382.73
Revaluation Reserve	4170.22	4170.22
Retained Earnings	1814.04	1585.14
Shares Based Payment Reserves	511.03	-
Other Comprehensive Income	(2.36)	1.12

The Board of Directors has decided to retain their entire amount of Profits for FY 2023 in P& L account.

SUBSIDIARY COMPANIES

Pursuant to Section 129 (3)of the Companies Act, 2013the 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.

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

The Financial Statements including the Consolidated Financial Statements, Separate Audited Financial statements 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 detail of Material Changes in the Operations/ Nature of the business of the Subsidiaries during the Financial Year 2022-23 have been highlighted down below. The impact of such changes, if any has been adequately disclosed in the Financial Statements. As on the date of the Report the Company has 14 Subsidiaries in its group out of which 8 are step down subsidiaries. The Financial services offered by the group “Choice” are provided by the below mentioned subsidiaries.

Brief details of the subsidiaries & their financial performance during the year 2022-2023:1. M/s. Choice Equity Broking Private Limited - Wholly owned Subsidiary

The Securities Broking Business along with Depository Participant Business & Distribution Services of the group is provided by our wholly owned subsidiary M/s. Choice Equity Broking Private Limited (“CEBPL”). “CEBPL” is a Member Broker with NSE, BSE, MSEI, NCDEX, MCX and a Depository Participant with CDSL & NSDL.

The subsidiary continues to do well as the Gross Revenue of the Company for FY 2023 stood at '' 22,176.18 Lakhs (Previous Year: '' 15,780.04 Lakhs). During the year under review, the subsidiary made Profit before tax of '' 4,524.11 Lakhs (Previous Year: Profit '' 4,330.32 Lakhs).

During the year , the Company has acquired the Depository Participant (DP) Business of M/s. Yoha Securities Limited located in southern India. The Company is in process of further acquiring the Stock Broking & DP Business of various companies adding in the large clientele base of our subsidiary across the country.

I. M/s. Choice Wealth Private Limited

The group provides its mutual fund distribution services through our subsidiary M/s. Choice Wealth Private Limited. 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 stake of the company M/s. Choice Wealth Private Limited is held by M/s. Choice Equity Broking Private Limited our wholly owned Subsidiary

During the year under review , “Choice Wealth” has leveraged on Complete Wealth Solutions for the Retail, HNI & Institutional clients by offering fleet of products like Mutual Funds , Bonds/ NCD''s , Corporate FD.

The Gross Revenue of the subsidiary for FY 2023 stood at '' 294.86 Lakhs (Previous Year: at '' 153.68 Lakhs). During the year under review, this company earned a Profit of '' 18.61 Lakhs (Previous Year: Loss of -11.31 Lakhs).

II. M/s. Choice Corporate Services Private Limited

The group provides its “Retail Loan Distribution” services through our step down subsidiary M/s. Choice Corporate Services Private Limited”. The subsidiary strives on providing its clients speedier disbursement of Loans from the Bank at the promising Interest rates.

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

The Gross Revenue of the Company for FY 2023 stood at '' 153.71 Lakhs (Previous Year '' 69.27 Lakhs). The Company earned a profit of '' 76.51 Lakhs (Previous Year: Profit of '' 4.18 Lakhs)

III. M/s. Choice Portfolio Management Services Private Limited

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

The Gross Revenue of the Company for FY 2023 stood at '' 26.89 Lakhs (Previous Year '' 30.26 Lakhs). The Company incurred a loss of '' 13.44 Lakhs (Previous Year: Loss of '' 88.05 Lakhs)

IV. M/S. Choice Connect Private Limited

To widen our Network, the group has created an online platform where we on Board Business Associates through our online platforms named “Choice Connect” for distribution of our group services.

The Distribution module is provided through our step down subsidiary M/s. Choice Retail Solutions Private Limited under the brand name “Choice Connect”.

Enabling individual agents to become full service financial advisors with the help of wide range of services, proprietary engine, engaging trainings and digital execution. “Choice Connect” focuses to provide accessible and affordable financial services to the real ‘Bharat’ with a human touch. For the very same reason “Choice Connect” have aggregated all the services of “Choice group” at one place and are offering it to end client via business associates.

It is a win-win proposition to both client and business associates as the clients gets better and improved product offering and services and the business associates are able to increase their earning capacity by offering multiple services to one client. Being an asset light model, it increases our reach without impacting any fixed cost.

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

The Gross Revenue of the Company for FY 2023 stood at '' 1692.17 Lakhs (Previous Year '' 1163.59 Lakhs). The Company earned a profit of '' 75.28 Lakhs (Previous Year: Profit of '' 4.04 Lakhs)

V. M/s. Choice Tech Lab Solutions Private Limited

Choice Tech Lab Solutions Private Limited (Choice Tech Lab) our step down subsidiary is the Technology arm of the group “Choice”. The Subsidiary has been instrumental in shaping the group as a “Fintech” Financial Hub. The Entire Shareholding of the company M/s. Choice Tech Lab Solutions Private Limited is held by M/s. Choice Equity Broking Private Limited our wholly owned Subsidiary.

The Gross Revenue of the Company for FY 2023 stood at '' 1456.64 Lakhs (Previous Year '' 1018.77 Lakhs). The Company earned a profit of '' 0.44 Lakhs (Previous Year: Loss of '' 8.66 Lakhs)

VI. Shreeyam Securities Limited - (Formerly known as Escorts Securities Limited )

The Company “Shreeyam Securities Limited” a Prominent Broking House, headquartered in Delhi was taken over by our subsidiary M/s. Choice Equity Broking Private Limited with effect from February 14, 2022.

M/s. Shreeyam Securities Limited is an “SEBI” Registered Broker , Member Broker to “BSE”, “NSE” , “MCX”.

2. M/s. Choice Capital Advisors Private Limited - Wholly Owned Subsidiary

M/s. Choice Capital Advisors Private Limited (“Choice Capital Advisors”) is a SEBI registered category-I merchant banker, offering services such as IPO advisory valuations, corporate finance etc. The Investment Banking & Capital Advisory services of the group are catered through our wholly owned Subsidiary “Choice Capital Advisors”.

The Subsidiary had successfully acted as a lead banker to the rights issue of Quint Digital Media Limited and MK Ventures Capital Limited in the last financial year (“FY 23”). The subsidiary has also been appointed as lead banker to the company which is coming with an Initial Public Issue.

The subsidiary reported a Gross Revenue to '' 251.34 Lakhs for the FY 2023 as compared to Previous Year: '' 190.50 Lakhs. However the Company incurred a Loss after Tax of '' 12.70 Lakhs as compared to profit of Previous Year: '' 19.02 Lakhs.

3. M/s. Choice Consultancy Services Private Limited - Wholly Owned Subsidiary

The group operates its Infrastructure consultancy business through its wholly owned subsidiary Choice Consultancy Services Private Limited (“CCSPL”) . 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.

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

i. Thoughts Consultants Jaipur P L in JV with Choice Consultancy Services P L

ii. CCSPL-I&RJV

iii. Choice Consultancy Services JV Mars Planning & Engineering

iv. CCSPL - PD&EX

The subsidiary further holds investments in M/s. SKP Green Ventures Private Limited

The Gross Revenue of the Company for FY 2023 stood at '' 9725.43 Lakhs (Previous Year '' 6877.66 Lakhs). The Company earned a profit of '' 2218.97 Lakhs (Previous Year: Profit of '' 421.19 Lakhs)

I. M/s. SKP Green Ventures Private Limited

M/s. SKP Green Ventures Private Limited (SKP Green Ventures) has been incorporated as a subsidiary of Choice Consultancy Services Private Limited (“CCSPL”).

“SKP Green Ventures” operates in the renewable energy sector where the company develops large solar parks across India.

The Company (SKP Green Ventures) has further step down wholly owned subsidiaries namely (i) Bhadla Three SKP Green Ventures Private Limited (Bhadla Three), (ii) Bikaner Three SKP Green Ventures Private Limited & (iii) Fatehgarh Four SKP Green Ventures Private Limited. The first project, 300 MW solar park, is coming up in Bhadla region in Rajasthan which is housed in the company “Bhadla Three” Further there are two solar parks are scheduled to come up in Rajasthan state to be housed in different subsidiaries that has been formed under SKP Green Ventures.

4. M/s. Choice Housing Finance Private Limited - Wholly Owned Subsidiary

The Company has incorporated the wholly owned subsidiary in the name of M/s. Choice Housing Finance Private Limited with effect from October 18, 2021. The Company shall soon undertake the activities of “ Housing Finance” subject to the approval & Registration with the “ Reserve Bank of India”.

5. M/s. Choice Finserv Private Limited - Subsidiary

The “NBFC“ Services of the group is provided through our subsidiary M/s. Choice Finserv Private Limited. M/s. Choice Finserv Private Limited” had secured its Registration as an “Non- Deposit Taking Non- Banking Financial Company” with effect from January 12, 2018.

The Company is keen on expanding its geographical area of its operations in Tier 3 to Tier 6 Cities and also increasing its scope of services under retail Loan Category by providing MSME Loan, Commercial Vehicle Loan, Supply Chain Finance apart from the Normal Business Loans.

The Gross Revenue of the Company for FY 2023 stood at '' 4704.34 Lakhs (Previous Year '' 3955.49 Lakhs). The Company earned a profit of '' 425.64 Lakhs (Previous Year: Profit of ''1522.25 Lakhs)

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

The Company acquired 50 % stake in the subsidiary with effect from Oct 30, 2022. The subsidiary is registered with “Insurance Regulatory and Development Authority” as an Insurance Broker.

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, 2023:

i. Choice Equity Broking Private Limited

ii. Choice Consultancy Services Private Limited

iii. Choice Finserv Private Limited

MATERIAL CHANGES AFFECTING THE COMPANY

I DIRECT LISTING OF EQUITY SHARES ON NATIONAL STOCK EXCHANGE OF INDIA LIMITED (NSE)

During the Year under review, the “Equity Shares” of your Company were listed on “ NSE” main Board platform with effect from April 08, 2022 under the name “CHOICEIN” bearing ISIN No : INE102B01014.

II. ISSUE OF BONUS EQUITY SHARES

The Board at its meeting held on August 04, 2022, 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 29th Annual General Meeting of the Company held on September 15. 2022. The Securities Allotment Committee of the Company on September 26, 2022 allotted 4,97,56,000 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 September 23, 2022 (“Record Date”).

Accordingly, the paid-up share capital of the Company has increased as follows:
Pre Allotment	Post Allotment
Rs. 4975,60,000/- divided into 4,97,56,000 Equity Shares of Rs. I 0/- each	Rs. 99,5I,20,000/- divided into 995,I2,000 Equity Shares of Rs. I 0/- each

The 4,97,56,000 Equity Shares allotted as Bonus Shares were traded on the Exchange (BSE & NSE) with effect from October 03, 2022.

III. APPROVAL OF CHOICE EMPLOYEE STOCK OPTION PLAN 2022

On the 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 “Choice Employee Stock Option Plan 2022” consisting a pool of 80,00,000 Equity Shares which was approved by the Shareholders of the Company at the 29th Annual General Meeting of the Company held on September 15, 2022. On receipt of further approval from the Exchanges , the Nomination & Remuneration Committee of the Company on October 17, 2022 granted 9,62,500 Employee Stock Options to the eligible employees under Choice Employee Stock Option Plan 2022”.

The Details of the implementation of the scheme is attached as Annexure to the Board Report.

Note: There are no material transaction from the end of the Financial Year till the date of this report.

SHARE CAPITAL

AUTHORISED CAPITAL

During the Year under review the Authorised Capital of the Company was increased from Rs. 50,10,00,000/- ( Rupees Fifty Crores Ten Lakhs Only ) divided in to 5, 10,00,000 Equity Shares of Rs. 10 /- each to Rs. 108,00,00,000/- ( Rupees One Hundred & Eight Crores Only ) divided in to 10,80,00,000 Equity Shares of Rs. 10 /- each

PAIDUP CAPITAL

During the Year FY 22-23, the Issued, Subscribed & Paid up Capital of the Company of the Company was increased pursuant to allotment of Equity Shares on Bonus issue in the ratio of 1: 1.

The Details of Change in Capital Structure during the Year are as follows:

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

Sr.No Particulars	Date of Allotment	Number of Shares Allotted	Cumulative Total	Nominal Capital bearing face value of Rs. 10/- each (Cumulative Total)
1 Equity Shares at the beginning of the Year	-	-	49756000	497560000
2 Allotment of Bonus Shares in the ratio of 1:1	September 26, 2022	49756000	99512000	995120000

As on date of the report, there are in all 9,52,500 options granted under “Choice Employee Stock Option Plan 2022”(ESOP 2022) which shall be exercised in due course as per the terms of the “ESOP 2022” scheme.

As on March 31, 2023 the Total Issued, Subscribed & Paid up Capital of the Company stand at Rs. 9951,20,000/- ( Rupees Ninety Nine Crore Fifty One Lakh Twenty Thousand Only ) divided in to 9,95,12,000 Equity Shares of face value of Rs. 10/-each.

LISTING ON STOCK EXCHANGES

As on March 31, 2023, the Company''s Equity Shares are listed on BSE Limited & the National Stock Exchange of India Limited.

DIVIDEND

As on March 31, 2023 your company on the basis of Market Capitalisation is under Top 1000 Listed Companies, the Company thus have adopted the “Dividend Distribution Policy”.

Your Company has various expansions plan in place, thus it is essential to conserve the resources for the working capital requirements to complement the growth plan. The Board in line with the Policy adopted and is in the opinion to retain the resources.

DEBENTURES

The Debentures issued by the Company in its previous Financial Years, have been duly redeemed by the Company on timely payment of Principal & the Interest amount. However the Company on due verification shall transfer the funds to the legal claimant of a deceased Debenture Holder holding Seven Debentures of face value of Rupees One Lakh each with accrued Interest thereby.

DEPOSITS

During the year under review, the Company has not accepted any Public Deposits nor there are any outstanding Public Deposits during the Year ended March 31, 2023.

INVESTOR EDUCATION AND PROTECTION FUND

During the Year, the Company has transferred the Un claimed dividend of Rs. 70,008/-. Further 839 Shares on which dividend were unclaimed for seven consecutive years were transferred as per the requirement of IEPF Rules. The Details of un Paid amount and the corresponding shares to be transferred to IEPF is available on the website of the Company.

Members are requested to claim the dividend which have remained unclaimed by sending a return notice to the company at [email protected] , [email protected] or to Company''s Registrar at [email protected] or at their address at C - 101, 247 Park, LB S Marg, Vikhroli 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 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, 2023 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 cash flow for the Year ended March 31, 2023.

CORPORATE GOVERNANCE

Pursuant to Regulation 34 of the Listing 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(Listing Obligations and Disclosures Requirements) Regulations 2015, the Management Discussion and Analysis Report forms part of this Annual Report.

BUSINESS RESPONSIBILITY AND SUSTANABILITY REPORT

Pursuant to Regulation 34(2)(f) of the Listing Regulations and SEBI circular no. SEBI/LAD-NRO/ GN/2021/2 dated May 5, 2021, your Company provides the prescribed disclosures in lines with new reporting requirements on Environmental, Social and Governance (“ESG”) parameters called the Business Responsibility and Sustainability Report (“BRSR”).

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. 75,30,000/- 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

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. All Related Party Transactions are placed before the Audit Committee for approval. 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.

All related party transactions that were entered during the financial year 2022-23, were on arm''s length basis and in ordinary course of business. As per SEBI (LODR) Regulations, 2015 for the Half Year ended March 31, 2023 the Company has disclosed the Related Party Transaction along with the Financial Results of the Company.

The details of the transactions with related parties during FY 2022-23 are provided in the accompanying financial statements. The details of Related Party transactions are set out in notes to the Financial Statements. Form AOC -2 pursuant to Section 134(3) (h) of the Companies Act , 2013 read with Rules as set out in the Annexure to this report & also forma a part of the Financial Statements . During the year under review there are no material related party transactions with the Directors, Promoters & Key Managerial Persons of the Company.

The Related Party Transaction entered by the Subsidiary Companies are approved by the Audit Committee of the Company.

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, 2023 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 - forms part of the Report on Corporate Governance.

DIRECTOR & KEY MANAGERIAL PERSON AS ON THE DATE OFTHE REPORT

Brief Profile of the Board of Directors of the Company as on

March 31, 2023 & as on the date of the report:

1. Mrs. Vinita Patodia (DIN No. - 06360364)

(Non - Executive -Non Independent) Chairman

Mrs. Patodia an Art graduate is actively involved in social service toward various organizations. Mrs. Patodia is the Promoter of The Byke Group of Hotels, Director of section 8 company named “Sunil Patodia Welfare Foundation” she is also a founder member of Girls Hostel Committee of RVG Education Foundation (previously known as Rajasthan Vidyarthi Griha). Mrs. Patodia strongly supports the cause of women empowerment and has been instrumental in taking care of affairs at “Vijay Srigopal Khetan RVG Girls Hostel” for CA Students. Mrs. Patodia is founder trustee of “Shri Doongermal Patodia Charitable Trust” which is regularly contributing for the needs of the society through medical and education assistance.

Mrs. Patodia is also the founder member of “MITRA club”, she is active participant in Chandivali Branch of Bharat Vikas Parishad. Mrs. Patodia joined Lionism in 2000 along with her spouse Late Shri Sunil Patodia . She is Trustee & Charter Member of Lions Club of Mumbai Heritage Galaxy.

2. Mr. Kamal Poddar (DIN No. - 01518700)

Managing Director

Mr. Kamal Poddar, a Fellow Member of the Institute of Chartered Accountants of India is leading the “Choice Group” for over a decade and is instrumental in delivering financial services with novelty.

Mr. Poddar has been instrumental in converting a CA practice firm into full fledge financial service hub. It''s his vision and mantra of “Sarvashresth” that is implemented by each member at Choice Group in bringing innovation in every service and addition of services to its kitty year on year. With his meticulous approach, Choice has expended its horizon throughout the country and also internationally.

3. Mr. Suyash Patodia (DIN No. 09489670)

Joint Managing Director

Mr. Suyash Sunil Patodia is an Associate Member of the Institute of Chartered Accountants of India. He has completed his Three Years Articleship from “M/s Delloite Haskins & Sells LLP” which is among Top Four Chartered Accountant Firms in India. He is currently engaged in arranging tie-ups with Insurance Companies and is working on on-boarding new clients and intermediaries in one of our subsidiary M/s. Choice Insurance Braking India Private Limited. He has played an active role in developing ISMOS (Online Platform of Choice Insurance Braking) and scaling up Choice Connect (Back-end system) to bring Insurance Division in line with organisation goal of being a fintech. He is also keenly involved in various employee engagement initiatives to bring in a young culture in the Company

4. Mr. Arun Kumar Poddar (DIN No. 02819581)

Executive Director & CEO

Mr. Arun Kumar Poddar is a Fellow Member of the Institute of Chartered Accountants of India .He holds expertise in Financial Services, Government Advisory and Management Consulting. Holder of strong ability to solve complex company problems using excellent judgment and decisionmaking skills, he is known in the industry for fostered change in company culture to be more open, transparent, and accountable. Mr. Poddar has worked closely with government, large corporates and retail customers throughout his journey. His vision of making financial services accessible to every citizen of India will drive the organization to be more customer centric and accessible in Tier 3-4 cities.

5. Mr. Ajay Kejriwal (DIN No. 03051841)

Executive Director

A fellow member of the ICAI having experience of more than two decades in financial markets, Mr. Ajay Kejriwal has been very influential in steering the Technological advancement of the group “Choice”.

A “SEBI” registered “Investment Adviser”, a Diploma in “Information System Audit”, Mr. Kejriwal has a distinguished knowledge & experience in the field of Finance, Taxation & Management and thus has played a pivotal role in the progress of group “Choice”.

6. Mr. Ashok Kumar Thakur (DIN No. 07573726)

Independent Director

Mr. A K Thakur was the General Manager of Union Bank of India and has experienced more than 40 years of services in several and varied areas like Banking services, HR functions, Marketing, and management services.

7 Mr. Kanhaiyalal Berwal (DIN No. 07535424)

Independent Director

Mr. Kanhaiya Lal Berwal is a retired I.P.S and an Ex. Member of the Rajasthan Public Service Commission (R.P.S.C). Presently he is the D.G. Dr. B.R. Ambedkar foundation. He is associated with many Ngo''s for the upliftment of SC/ST and other backward communities especially in the tribal area of Rajasthan.

8 Mr. Subodh Kumar Agrawal (DIN No. 00553916) Independent Director

A Chartered Accountant by profession, Mr. Agrawal also holds a certification on “D.I.S.A” from the “Institute of Chartered Accountants of India” (ICAI) . Further to add to his wings Mr. Agrawal also holds a Chartered Accountant Degree from the Institute of Chartered Accountants of

Australia.

A Law graduate from the University of Calcutta, Mr. Agrawal has served as the President of “ICAI” and also has aided BSE & NSE as an Arbitrator in Capital Market cases.

9. Ms. Sudha Bhushan (DIN No. 01749008)

Independent Director

Ms. Bushan is Chartered Accountant, Company Secretary Registered Valuer by Profession. Ms. Bhushan is an expert in FDI Policy & FEMA Regulations with 15 Years of experience. An advisor to “ Bank of Baroda “ for its NRI & International operations Ms. Bhushan have also authored various books on FDI, Foreign Exchange Management Act & Taxation.

A Scholar throughout her life Ms. Bhushan has been awarded many awards & recognitions.

10. Mr. Sandeep Singh (DIN No. 02814440)

Independent Director

Mr. Singh is a Post Graduate in Rural Development from Xavier Institute of Social Sciences, Ranchi and has a specialization in Media Planning and General Business Management.

Mr. Singh is currently the interim Chairman of the Board of Governor of “IIM Kashipur” & also on the Advisory Board of “National Institute of Mass Communication & Journalism” Ahmedabad and Indian “Institute of Democratic Leadership” Mumbai.

11. Mr. Sobhag Mal Jain (DIN No. 08770020)

Independent Director

Mr. S.M. Jain is a qualified Chartered Accountant (CA) and lastly held position of Executive Director (Finance & Accounts and Taxation) of LIC. He Joined LIC in June 1987 at the age of 24.5 yrs. as a direct recruit officer in a CA batch. Prior to this position of Executive Director, he was Director& Chief Executive of LICHFL CARE HOMES Mumbai, Chief Risk Officer at LIC pension fund Mumbai, Chief (F & A), Secretary (investment-operation), Secretary (Investment-Risk Management & Research), Secretary (Marketing) at Central Office. He was also Senior Divisional Manager Incharge of Ahmedabad Division before posting as Regional Manager (F&A) in central zone Bhopal.

CHANGE IN DIRECTORSIP DURING THE YEAR

i. During the year under review, Mr. Suyash Patodia (DIN No: 09489670) & Mr. Arun Kumar Poddar ( DIN No : 02819581) were appointed as the Executive Director''s of the Company with effect from February 08, 2022, their appointment was approved by the Shareholders vide Postal Ballot Notice dated February 08, 2022 approved on April 30, 2022.

On May 24, 2022 , the Board has appointed Mr. Suyash Patodia ( DIN No: 09489670) as Joint Managing Director of the Company & Mr. Arun Kumar Poddar ( DIN No : 02819581) as the Chief Executive Officer of the Company, their appointments were approved by the shareholders at 29th Annual General Meeting of the Company held on September 15, 2022.

ii. Mrs. Vinita Sunil Patodia ( DIN No: 06360364) has been appointed as Additional Non-Executive Non Independent Chairperson of the Company with effect from May 24, 2022, her appointment as “Non-Executive Non Independent Chairperson” was approved by the Shareholders at the 29th Annual General Meeting of the Company held on September 15, 2022.

iii) During the year under review Mr. Sobhag Mal Jain ( DIN No : 08770020) was appointed as Additional Non Executive - Independent Director of the Company with effect from May 04, 2023, his appointment as “Independent Director is subject to the approval of Shareholder''s vide Post Ballot Notice dated June 21, 2023.

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 reenactments^) thereof for the time being in force ) and the Articles of Association of the Company , Mr. Arun Kumar Poddar Executive Director (DIN No : 02819581) liable to retire by rotation at the ensuing Annual General Meeting and being eligible offered himself for reappointment.

The Board recommends his re - appointment for consideration of Members at the forthcoming Annual General Meeting of the Company. Appropriate resolutions for his re - appointment is being placed for the approval of the Members along with his Brief Resume and other related information has been placed in the Notice convening the 30th Annual General Meeting of the Company.

INDEPENDENT DIRECTOR’S DECLARATION

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 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.

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 150read 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.

KEY MANAGERIAL PERSONNEL (KMP)

The following are named personnel are the KMP''S of the Company as on March 31, 2023 as per Sec 203 of the Companies Act , 2013.

Mr. Kamal Poddar	Managing Director
Mr. Suyash Patodia	Joint Managing Director
Mr. Arun Poddar	CEO & Executive Director
Mr. Ajay Kejriwal	Executive Director
Mr. Manoj Singhania	Chief Financial Officer
Ms. Karishma Shah	Company Secretary

NUMBER OF MEETINGS OF THE BOARD

Four meetings of the Board of Directors were held during the Financial Year 2022-23. The details of the meetings of the Board of Directors of the Company during the Financial Year 202223 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, 2023:

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.

AUDITOR’SStatutory Auditor’s

As the tenure of M/s. Deloitte Haskins & Sells LLP, Chartered Accountants as the Statutory Auditor of the Company had been completed, the Board on the approval of the Audit Committee had approved the appointment of M/s. MSKA & Associates Chartered Accountants Firm headquartered in Mumbai as the Statutory Auditor of the Company for the First Term of Five consecutive years starting from the Conclusion of the 29th Annual General Meeting of the Company held on September 15, 2022 until the 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 22-23 have issued an unmodified opinion on the Financial Statements for the Financial Year ended March 31, 2023 and does not contain any qualifications, reservations, adverse remarks or disclaimers. The Statutory Auditors of the Company have not reported any fraud to the Audit Committee or the Board of Directors as specified under section143(12) of the Act , during the year under review.

The Auditor''s Report for the Financial Year ended March 31, 2023 on the Financial Statements (Standalone & Consolidated) of the Company is part of this Annual Report.

The Statutory Auditors M/s. MSKA & Associates Chartered Accountants were in attendance through their Manager at the 29th Annual General Meeting of the Company.

Secretarial Auditor / Audit

The Board of Directors of the Company has appointed M/s. R M Mimani & Associates LLP, practising Company Secretaries (CP No. 11601) as the Secretarial Auditor of the Company for the Financial Year 2022-2023.

The Secretarial Audit Report for the Financial Year ended March 31, 2023 under Companies Act , 2013 , read with Rules made thereunder under Listing Regulation 24 A of the Listing Regulations (including any Statutory Modification(s) or reenactments) thereof for the time being in force is set out as the Annexure to this Report. The Secretarial Audit Report confirms that the Company has complied with the provisions of the Acts, Rules , Regulations and guidelines that 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, 2023 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 as 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 the requirements of the Listing Regulations, practising Company Secretaries of the material unlisted subsidiaries of the Company have undertaken Secretarial Audit of material subsidiaries for FY 2023. 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.

All the material subsidiaries of the Company namely had undertaken Secretarial Audit or the Financial Year 2022-23 pursuant to Section 204 the Act. The Secretarial Audit Report issued by the Secretarial Auditors of the Unlisted Material Subsidiaries are appended to this report.

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 2022-23. The reports submitted by the Internal Auditor have been reviewed by the Statutory Auditor''s and the Audit Committee on regular intervals.

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 / she meets the criteria laid down in section 149 (6) of the Act, the Rules frames thereunder and Regulation 16 (1)(b) of the Listing Regulations.

Evaluation Process:

Choice International Limited 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, bahaviour, 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 metal 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 reenactments) thereof for the time being in force.

MANAGERIAL REMUNERATION

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 as Annexure and forms an integral part of this Report.

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 as Annexure 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.

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

- Policy on Materiality of events

- Dividend Distribution Policy

- Risk Management Policy

WHISTLE BLOWER POLICY / VIGIL MECHANISM

Your Company is dedicated in mounting a culture where it is safe for all employees to raise their concerns on any unacceptable practice or misconduct. Your Company is committed to abide to highest standard of ethical, moral and legal conduct of Business operations. Your Company encourages its employees to come forward and express their concerns of any unfair practices.

Your Company believes in the conduct of the affairs in fair and transparent manner by adopting to the highest standards of professionalism, honesty integrity ðical 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 Company has in place the structure to report genuine concerns or grievances & to provide adequate safeguards against victimization of persons. 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

Your Company is committed to providing a nontoxic, safe & friendly work environment to all its employees 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.

All the women employees, permanent, contractual, temporary and trainees are covered under this policy. The Company''s policy ensures complete confidentiality of information. On regular basis workshops and awareness programmes against sexual harassment are conducted across the organization. During the Financial Year 2022-23, no cases in the nature of Sexual harassment were reported at any work place of the Company, however there was one such instance of Complain in one of our subsidiary M/s. Choice Equity Broking Private Limited which was timely addressed by the Committee.

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 plant 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.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS

No significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and your company''s operations in future. There are no proceedings

pending /initiated against the Company under the Bankruptcy Code , 2016 during the year under review.

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, 2023 the applicable accounting standards have been followed along with proper explanation relating to material departures if any.

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, 2023 and of the profits of the Company for the Financial Year ended March 31, 2023

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

Your Company recognizes that, our employees are our most valuable asset, and we remain committed to foster a positive and inclusive work environment.

Talent Acquisition and Development: During the Financial Year

2022-23, we have focused 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 of applicants. We have also invested in employee development programs, providing opportunities for skill enhancement and career advancement.

Employee Engagement and Well-being: We believe that engaged and 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 respects and values the unique contributions of every individual. These initiatives aim to create an environment where everyone feels empowered, respected, and has equal opportunities for growth.

Performance evaluation: Regular and quarterly reviews ensure employees know where they stand. Conducting performance reviews regularly helps in keeping goals in the forefront of daily tasks.

We extend our gratitude to our dedicated employees for 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. We remain committed to investing in our human resources and fostering a workplace culture that encourages collaboration, innovation, and excellence.

APPRECIATION & ACKNOWLEDGEMENT

Board of Directors place their sincere appreciation, for the contribution made by all our employees without who’s efforts and hard work , the company could not accomplish 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.

On behalf of the Board of DirectorsSd/- Sd/- Sd/-

Kamal Poddar Arun Poddar Ajay Kejriwal

(Managing Director) (Director & CEO) (Director)

DIN No.: 01518700 DIN No: 02819581 DIN No: 03051841

Mumbai: July 17, 2023

---

Mar 31, 2018

DEAR MEMBERS,

The Board of Directors hereby submit the report of the business and operations of the Company ("the Company" or "Choice International Limited") along with Audited Financial statements, for the Financial year ended March 31, 2018. The Consolidated Performance of the Company and its subsidiaries has been referred to wherever required.

CORPORATE OVERVIEW:

The Company ^‘Choice International Limited''as on the year ended March 31, 2018 and as on the date of the report is holding the status of a Non - Banking Financial Company, Registered with the Reserve Bank of India holding a valid certificate of Registration. However on availing the NBFC Registration in the name of M/s. Choice Finserv Private Limited the wholly owned subsidiary company, the Company ¹¹ Choice International Limited" pursuant to the Postal Ballot has sought the consent of the Member for resuming its NBFC activities in the name of its wholly owned subsidiary " M/s. Choice Finserv Private Limited" & surrender the NBFC License held in the name of the Company " M/s. Choice International Limited" vide postal ballot notice dated February 12, 2018 . On securing the requisite consent from the members, the Company is in the process of surrendering its NBFC Registration held in the name of the Company. On surrender of its NBFC License the Company shall stand as sheer Listed Holding Company.

On Surrender of the NBFC License, the Company stands as a Holding Company to its 11 Wholly Owned Subsidiaries, the details of which are incorporated in the Report. On Consolidated basis the group Choice is a Conglomerate providing a range of Financial services under one ridge. "Choice" group in itself is a complete raftforone''s Financial need, a one stop solution catering to all your Financial need.

FINANCIAL RESULTS:

AsummaryoftheCompany''s Financial Resultsforthe Financial Year2017-18 is as under:

(Rs. In Lakhs)

Particulars		Standalone Year Year ended ended 31.03.18 31.03.17		Consolidated Year Year Ended ended 31.03.18 31.03.17
Revenue from Operations		2,264.03	1,962.60	14,292.82	13,039.46
Other Income		18.44	134.13	895.17	465.92
Total Income		2282.47	2096.73	15,187.99	13,505.38
Less Expenses:
a) Purchases		-	486.81	3,083.06	1,796.32
b) Change in Inventories		16.66	(3.34)	(833.85)	(148.69)
c)Operating Expenses		-	-	2,977.28	4,529.90
d)Employee benefit Expenses		300.19	310.91	4,015.99	2,763.91
e)Finance Cost		988.59	422.25	2056.07	1,907.12
f) Depreciation & Amortisation expense		78.28	92.51	277.03	222.85
g) Other Expenses Total Expenses		597.87 1 981.59	441.32 1 750.46	2,036.65 13,612,23	1,406.27 12 477.68
Profit before Tax & Exceptional Items		300.88	346.27	1,575.76	1,027.70
Net Profit before Tax		300.88	346.27	1,575.76	1027.70
Net Profit After Tax		230.13	258.78	1203.38	601.97
Share of Profit from Associates		-	-	21.01	27.04
Net Profit after taxes and share of profit from		-	-	1,224.39	629.01
associates
Paid Up Equity Share Capital		2000.48	1000.48	2000.48	1000.48
Reserves excluding Revaluation Reserves		7539.36	4309.23	10,447.70	5,977.18
Earning Per Share
Basic		1.25	2.59	6.54	6.02
Diluted		1.15	1.30	6.02	3.03

COMPANY''S PERFORMANCE REVIEW:

Your Company reported growth in revenue from operations on a consolidated level by 12.46% during the financial year 201 7- 1 8. The Profit after Tax for the Current Year is Rs.1224.39 Lakh against Rs.629.01 Lakh in the Previous Year.

DIVIDEND

Your Director''s do not recommend any Dividend for the Year ended March 31, 2018 in order to conserve the Resources ofyourCompany.

EQUITY SHARE CAPITAL

The Company had issued one Crore Warrants to be converted in to Equity Shares on Preferential basis to the Promoters of the Company pursuantto the approval of the Members of the Company by means of conducting an Extra Ordinary General Meeting held on March 15, 2016.

On obtaining the approval of the Members of the Company vide passing a Resolution dated March 15, 2016 & on obtaining the In Principal approval from "BSE Limited" the Exchange, the Company had issued One Crore warrants on Preferential basis to the Promoters of the Company on April 08,2016.

On receipt of the entire consideration amount along with a request to convert the warrant in to Equity Shares, from the warrant holder the Company had approved the Conversion of Warrants in to equivalent number of Equity Shares of the Company on May 30, 2017. On Conversion of One Crore warrants in to Equity Shares of the Company the Paid up Share Capital of the increased from Rs.1 0,00,48,000/- ( RupeesTen Crores Forty Eight Thousand Only)to Rs.20,00,48,000/- ( Rupees Twenty Crore Forty Eight Thousand Only) with effect from May 30, 2017. On conversion of the One Crore warrants in to Equity shares, there are no warrants to be converted in to Equity Shares subsisting in the Company.

The one Crore warrants converted in to Equity Shares were Listed on "BSE Limited" the exchange on July 03, 201 7 & were traded on the exchange with effect from July 18,201 7.

On allotment of One Crore Equity shares on conversion of warrants, the promoters'' stake in the Company was increased from 46.84 % to 73.42 % with effect from May 30, 201 7. On increase in the Promoter''s stake by more than 5 % in a financial year the Promoters of the Company had given an open offer during the year in Compliance with Regulation 3(2) and other applicable provisions of SEBI (SAST) Regulations.

The said open offer given by the Promoter of the Company was without change in control & Management of the Company.

DEBENTURES

During the year the Company had redeemed 25 Secured, Redeemable, Unrated, Unlisted, Market Linked, Non - Convertible Debentures. As on March 31, 2018 there are 310 Secured, Redeemable, Unrated, Unlisted, Market Linked, Non - Convertible Debentures.

PUBLIC DEPOSIT

Your Company being an RBI Registered Non - Deposit taking Non -Banking Financial Company as on March 31, 201 8, the Company has not accepted any deposit from the public during the year under review.

PROVISIONS OF FINANCIALACCOU NTS

As mandated by Ministry of Corporate Affairs , the Financial statements forthe yearended on March 31, 201 8 has been prepared in accordance with Provisions of the Sec 1 33 of the Companies Act, 201 3 read with the Companies (Accounts) Rules, 2014. 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, profits and cash flow for the year ended March 31, 2018.

CONSOLIDATED FINANCIAL STATEMENTS

As per Regulation 33 of the Securities and Exchange Board of India ( Listing Obligations & Disclosure Requirements ) Regulations, 2015 ( herein after referred to as " Listing Regulation" ) and applicable provisions of the Companies Act, 2013 read with rules issued thereunder, the Consolidated Financial Statements of the Company for the Financial Year 201 7-18 have been prepared in Compliance with applicable Accounting Standards and on the basis of Audited Financial statements of the Company, its subsidiaries and associate companies, as approved by the respective Board of Directors.

The Consolidated Financial statements together with the Auditor''s Report formpart of this Annual Report.

SUBSIDIARIES & ASSOCIATE COMPANIES

A seperate statement containing the salient features of the Financial statements of all subsidiaries of the Company in the prescribed Form AOC -1 forms a part of consolidated financial statements in compliance with section 129(3) and other applicable provisions , if any of the Companies Act, 201 3 read with Rule 5 of the Companies( Accounts) Rules, 2014. The said Form also highlights the Financial performance of each of the subsidiaries and joint ventures Companies included in the consolidated financial statements of the Company pursuant to Rule 8(1) of the Companies (Accounts) Rules, 2014.

In accordance with section 136 of the Companies Act, 2013, the financial statements of the subsidiary and associate 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. The Financial Statements including the consolidated financial statements and all other documents required to be attached to this report have been uploaded on the website of theCompany www.choiceindia.com . The Company has formulated a policy determining material subsidiaries. The Policy is available on the Website of the Company www.choiceindia.com.

During the Year under review:

The Company has acquired 100 % stake in M/s. Choice Retail Solutions Private Limited, thus entering the league of Choice group by becoming the wholly owned subsidiary of M/s. Choice International Limited. Through Choice Retail solutions the group provides its different kinds of Financial Services including ones Investment needs from Taxation to Mutual Funds to Loans to Stock Markets through our retail outlet. Through our Retail Outlets named as Choice Kendra or Choice Centre, the advantage of contiguity for any corporates or individuals is to walk-in and avail the services of Choice Group.

The Company has disposed of its holding in M/s. Choice E-Commerce Private Limited the Wholly owned Subsidiary Company & thus has bolted down on its E-Commerce Vertical.

LIST OF SUBSIDIARIES & ASSOCIATES AS ON MARCH 31,2018

Sr. No	Company Name	Subsidiary/ Associate/ Joint Venture	Business Activity
1	Choice Equity Broking Private Limited	Wholly Owned Subsidiary	Equity Broking , Currency Broking & Depository Services
2	Choice Merchandise Broking Private Limited	Wholly Owned Subsidiary	Commodity Broking
3	Choice Consultancy Services Private Limited	Wholly Owned Subsidiary	Business Advisory & Consultancy
4	Choice Capital Advisors Private Limited	Wholly Owned Subsidiary	Merchant Banking & Advisory Services
5	Choice Corporate Services Private Limited	Wholly Owned Subsidiary	Providing Retail Loan
6	Choice Wealth Management Private Limited	Wholly Owned Subsidiary	Mutual Fund Distribution
7	Choice Portfolio Management Services Private Limited	Wholly Owned Subsidiary	Portfolio Management Services
8	Choice Finserv Private Limited	Wholly Owned Subsidiary	Non-Banking Financial Company involved in Lending activity
9	Choice Peers International Private Limited	Wholly Owned Subsidiary	Cross Border Consultancy
10	Choice Tech Lab Solutions Private Limited	Wholly Owned Subsidiary	IT Solutions
11	Choice Retail Solutions Private Limited	Wholly Owned Subsidiary	Providing Financial Services through Retail Outlets
12	Aqua Pumps Infra Ventures Limited	Associate Company	Infrastructure Consultancy
13	Thoughts Consultants Jaipur PL in JV with Choice Consultancy Services PL	JV of Wholly Owned Subsidiary

The Company "M/s. Choice Portfolio Management Services Private Limited" had applied for Registration as a SEBI Registered "Portfolio Managers" to conduct the Portfolio Management activities, on September 28, 201 7 the Company had secured the certification as an "SEBI" registered Portfolio Manager. The group is keen on providing the best Portfolio Management services for generating wealth for its Clients.

The group to expand it its Business as an Non -Banking Financial Company or "NBFC", had applied for Registration as an NBFCin the name of "M/s. Choice Finserv Private Limited". On January 1 2, 2018 the company had secured the License as a Non - Deposit taking NBFC Company engaged in lending activities in the name of "M/s. Choice Finserv Private Limited. However the licensed granted by the "Reserve Bank of India" was on a condition that ,the Holding Company M/s. Choice International Limited" also being an NBFC Company shall surrender its License as an NBFC Company within six Months from the grant of Registration as an NBFC to its wholly owned subsidiary M/s. Choice Finserv Private Limited. To execute the same M/s. Choice International Limited the holding Company had sought approval from the Shareholders of the Company Vide Postal Ballot Notice dated February 12,2018. The resolution for Closure of NBFC Business of M/s. Choice International Limited & Surrender of NBFC License & resuming the NBFC Business through its wholly owned subsidiary M/s. Choice Finserv Private Limited was passed with requisite majority with effect from March 30,2018.

The Company is in the process of resuming its NBFC Business through its wholly owned Subsidiary M/s. Choice Finserv Private Limited.

On surrender of NBFC License, the Company "Choice International Limited" shall stand only as an Holding Company to all its Subsidiaries.

DIRECTORS & KEY MANAGERIAL PERSONS

Appointment of Independent Director:

During the year under review Mr. Bharat Kumar Shah (DIN No : 07393863) was appointed as the Additional Director of the Company with effect from April 29, 2017 in the capacity of Independent Director. However his appointment as an Independent Director of the Company was approved by the Members at the 24th Annual General Meeting of the Company held on September 18,201 7.

Retirement by Rotation &Subsequent Re- appointment

In accordance with the provisions of Section 1 52 and other applicable provisions of the Companies Act, 2013 read with the Companies ( Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re- enactment(s) thereof for the time being in force) and the Articles of Association of the Company, Mrs.HemlataPoddar, the Non- Executive Director ( DIN No : 02931322), liable to retire by rotation at the ensuing Annual General Meeting and being eligible have offered herself for re- appointment.

Appropriate resolution for her re- appointment is being placed for the approval of the Members of the Company at the ensuing Annual General Meeting.The brief resume of Mrs.HemlataPoddar and other related information has been detailed in the Notice convening the 25th Annual General Meeting of the Company. Your Directors recommend the appointment of Mrs.HemlataPoddar as the Non -Executive Director of the Company.

In accordance with the provisions of the Companies Act, 201 3 read with rules issued thereunder, the Listing Regulations and the Articles of Association of the Company, the Independent Director and the Managing Director of the Company are not liable to retire by rotation.

Resignation of Directors between the end of the Financial Year and date of the Report

Mr.LaIitMenghnani (DIN: 06614582) & Mr.RaghuvirShrivastava (DINNo:011 99531) the Independent Directors of the Company has resigned from the Directorship of the Company with effect from May 25,201 8 & May 30,201 8 respectively.

List of Directors of the Company as on the Date of the Report

CATEGORY	NAME OF DIRECTOR
Executive Director ( Managing Director)	Mr. Kamal Poddar
Executive Director	Mr. Ajay Kejriwal
Non - Executive Director	Mrs.HemlataPoddar
Non- Executive Independent Director	Mr.DebkumarGoswami
Non- Executive Independent Director	Mr. Ashok KumarThakur
Non- Executive Independent Director	Mr.KanhaiyalalBerwal
Non- Executive Independent Director	Mr.L.N. Nathuramka
Non- Executive Independent Director	Mr. Bharat Kumar Shah

Number of Meetingsof the Board & its Committees

The details of the number of meetings of the Board of Directors & its Committees held during the Financial Year 201 7-18 forms part of the Corporate Governance 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 hasthefollowing Committees:

i) Audit Committee

ii) Nomination & Remuneration Committee

iii) Stakeholder''s Relationship Committee

iv) CorporateSocial Responsibility Committee

The details of the above mentioned committees along with their composition, number of meeting held and attendance at the meetings are provided inthe Corporate Governance Report.

For the lucid & competent working, the Company had constituted various Internal Committee consisting of the Executive, Independent Director of the Companies along with the involvement of the Senior Level Management in the committees for the smooth operations of the Company, the details of committees constituted by the Company are as follows:

i) Finance Committee

ii) Investment Committee

iii) Securities Allotment Committee

The meetings of the above mentioned Committees are held at Regular Intervals for the smooth operations of the Company and decisions undertaken are by the set of collective people on the Consent of the majority of the members of the committee. The pronouncements of the committees are verified by the Board intheirsubsequentMeetings.

Declaration of Independence

The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of the Companies Act, 2013 read with the schedules and rules issued thereunder as well as Regulations 16 of the Listing Regulations (including any statutory modification(s) or re- enactment(s) thereof for time being in force.

Key Managerial Personnel

The following are the Key Managerial Personnel of the Company:

1) Mr. Kamal Poddar: Managing Director

2) Mr.AjayKejriwal: Executive Director

3) Mr. Manoj Sing ha nia: Chief Financial Officer

4) Ms.Karishma Shah: Company Secretary

AUDITOR''S

Statutory Auditor

Auditor''s Report for the year under review does not contain any qualification oradverse remark.

The Board had appointed M/s. Deloitte Haskins & Sells LLP, Chartered Accountants, Mumbai (Registration No.11 7366W/W-1 00018) as the Statutory Auditors of the Company in place of M/s. Gupta Shyam& Co. Chartered Accountant the Retiring Auditor with effect from August 14, 2018. At the 24th Annual General Meeting of the Company held on September 18, 2018 the Members of the Company had approved the appointment of M/s. Deloitte Haskins & Sells LLP, Chartered Accountants, Mumbai Registration No.11 7366W/W-100018) for a tenure of 5 years from the date of the said Annual General Meeting, subject to ratification by the Members at the subsequent Annual General Meeting.

M/s. Deloitte Haskins & Sells LLP, Chartered Accountants, Mumbai (Registration No.11 7366W/W-100018) are the Statutory Auditor of the Company for the Year end March 31, 201 8. Their appointment as the Statutory Auditors will be ratified at the ensuing Annual General Meeting pursuant to the Provisions of Section 1 39 of the Companies Act, 2013 and Rules made thereunder.

Secretarial Auditor

The Board of Directors of the Company has appointed M/s. R.M.Mimani& Associates LLP, Practicing Company Secretaries (CP No .11601) as the Secretarial Auditor to conduct an Audit of the Secretarial Recordsfor the Financial Year201 8-1 9.

The Secretarial Audit Report for the Financial Year ended March 31, 2018 is annexed to this Report as "Annexure MR-3". With respect to Report the Company hereby like to state that the company is in the process of transferring the shares to I EPF for the year 2009-1 0.

Internal Auditor

The Board of Directors of the Company has appointed M/s. Gupta Shyam& Co. Chartered Accountant (Registration No: 1 03450W) as the Internal Auditor of the Company with effect from September 30, 201 7 in place of M/s. A.P. Sanzgiri& Co. Chartered Accountants.

The reports submitted by the Internal Auditor have been reviewed by the Statutory Auditors and the Audit Committee on regular intervals.

MATERIAL CANGES AND COMMITMENTS AFFECTING THE FINACIAL POSITION OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE ANDTO THE DATE OF THIS REPORT

1) Your Company had incorporated a Wholly owned Subsidiary in the name of M/s. Choice Finserv Private Limited to expands its NBFC Activities. On 12th of January, 2018 the Company M/s. " Choice Finserv Private Limited" had secured an NBFC License as granted by the Reserve Bank of India as aNon - Deposit taking NBFC , engaged primarily in lending activities. Your Company had sought approval from the Shareholders of the Company Vide Postal Ballot Notice dated February 12, 2018 seeking approval of the Members for Closure of NBFC Business of M/s. Choice International Limited the holding Company & surrender of NBFC License & resuming the NBFC activity through its wholly owned subsidiary M/s. Choice Finserv Private Limited.

On the approval of requisite majority of the Members of the Company, your Company is in the process of surrendering the NBFC License held inthe name of M/s. Choice International Limited.

Post the surrender of NBFC License your Company stands as an Listed holding Company to all its Subsidiaries.

2) M/s. Choice Equity Broking Private Limited our wholly owned Subsidiary engaged primarily in the business of Equity Broking has entered in to the Agreement with M/s Indtrade Capital Limited for acquisition of their Broking business, subject to necessary statutory clearances.

M/s. Inditrade Capital Limited an Indian Public Listed Company , incorporated inthe year 1994 is a leading player in agri - Commodity financing business and a well-known financial service provider focusing on Micro Finance, having its registered office in Kerala.

The acquisition of Broking Business of M/s. Inditrade Capital Limited brings over its 1.2 lakh client base into M/s.Choice Equity Broking Private Limited & additionally brings in its robust network of 27 branches and 440 Franchises & Business Associates along with 31 3 employees.

The transaction of acquisition of Broking Business not being a related party transaction has been executed by entering in to a Business Transfer agreement with M/s. Inditrade Capital Limited on May 18, 201 8 for a consideration of I NR 320 Million.

3) In reference to the SEBI Circular No. SEBI / HO / MIRSD/ MIRSD1 / CIR/P / 2017 / 104 and to contract the benefit of operational synergies your Company is in the process of Merging to of its wholly owned Subsidiaries namely M/s. Choice Merchandise Broking Private Limited to be referred to as the "Transferor" Company with M/s. " Choice Equity Broking Private Limited" to be referred to as the Transferee Company engaged primarily in Commodity & Equity Broking respectively. Both the applicant companies has filed the Petition of Merger / Amalgamation with the National Company Law Tribunal on June 04,201 8 and is in awaiting the order for the same.

REMUNERATION OF DIRECTORS, KEY MANAG ERIAL PERSON N EL AN D PARTICULARS OF EMPLOYEES

The Remuneration Paid to Directors is in accordance with the Nomination and Remuneration Policy formulated in accordance with Section 178 of the Companies Act, 2013 and Regulation Policy formulated in accordance with Section 178 of the Companies Act, 2013 and Regulation 19 of the Listing Regulations (including any Statutory Modification(s) or re- enactments thereof for time being in force).

The information required under section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re- enactments thereof for time being in force forms a part of this Annual Report. However, this information is not set along with this report as per the provisions of section 136 of the Act. Members interested in obtaining these particulars may request to the Company Secretary at the Registered Office of the Company.

Policy on Performance Evaluation and Remuneration of the Directors Scope:

All the Members of the Board of Directors.

Objective:

- To provide Directors an opportunity to reflect on and assess their areas of Strength &Development.

- To monitor and evaluate the accomplishment of the Board of Directors.

Key Evaluation Criteria

- Attendance and contribution at Board and Committee meetings

- His/her stature, appropriate mix of expertise, skills, bahaviour, experience, leadership qualities,

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

- 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 ofdebate with robustand 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 integrityand 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 metal 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.

Evaluation Process of Independent Directors

Choice International Limited believes in value for its stakeholders through ethical processes 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 the 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 team will:

- Formulatethe processfor evaluating and rating Directors

- Design the evaluation templates / questionnaire and implementation process

- Peer Review of each Director

- Analyse feed back received from each Director

- Weighing the evaluation summary of each Director

Criteria for determining Remuneration of Directors

In pursuance of the Company''s Policy to consider Human Resources as its invaluable assets,to pay equitable remunerationtoall Directors, to harmonize the aspirations of human resources consistent with the goals of the company and in terms of the provisions of the Companies Act, 2013 and the Listing Regulations with the Stock Exchange(as amended from time to time), the policy on nomination and remuneration of Directors, Key Managerial (KMP) and Senior Management has been formulated by the Nomination and Remuneration Committee and approved by the Board of Directors of the Company.

The Non - Executive Independent Director(s) will receive remuneration by way of sitting fees for attending meetings of the Board and / or committee thereof, as decided by the Board from time to time, subject to the limits specified under the Companies Act, 201 3 (herein referred to as "The Act") including any amendments thereto.

The remuneration of Non - executive Director will be governed by the role assumed , number of meetings of the Board and the Committee thereof attended by the Directors, the position held by them as the Chairman and the contribution to the Business. The determination of remuneration shall also be depended on the external competitive environment, track record, individual performance of the directors and performance of the Company as well as the industry standards.

The Compensation structure for Executive Director(s) consists of two parts - Fixed and Variable.

The fixed component comprises of salary, allowances, perquisites and variable component comprises of performance bonus and may include commission subject to the approval of the members. The remuneration tothe executive Director''s are reviewed annually.

The Compensation structure of the Executive Director(s) is also reviewed by the Nomination and Remuneration Committee and also approved by the Shareholders of the Company.

The fixed and variable compensation of Executive Director(s) is determined on the basis of Individual Performance and Performance of the Company.

RELATED PARTYTRANSACTI ON

All contracts / arrangements /transactions entered by the Company with related parties were in ordinary course of business and at arm''s length basis.

During the year under review, the Company has not entered in to any contracts/ arrangements/ transactions with related parties which qualify as material in accordance with the policy of the Company on materiality of related party transactions.

All transactions with related parties were reviewed and approved by the Audit Committee and are in accordance with the policy on Related PartyTransactionsformulated by the Company.

There are no materially significant related party transactions that may have potential conflict with interest of the Company at large.

The details of the related party transactions are set out in notes to Financial Statements. Form AOC - 2 pursuant to section 134(3)(h) of the Companies Act, 2013 read with Rule 8 (2) of the Companies ( Account) Rules , 2014 is set out in the Annexure to this report & also formsthe partof thefinancial.

PARTICULARS OF LOANS, GAURANTEES AND INVESTMENTS

Details of Loans, Guarantees and Investments under the provisions ofSection 186 of the Companies Act, 2013 read with Companies ( Meetings of Board and its Powers) Rules 2014 as on March 31, 201 8 are set out in the Financial Statements of the Company.

NUMBER OF MEETINGS OF THE BOARD

Five Meetings of the Board of Directors were held during the Financial Year. The details of the meetings of the Board of Directors of the Company convened during the Financial Year 201 7 - 18 are given in the Corporate Governance Report which forms part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis report on the operations of the Company, as required under the SEBI ( Listing Obligations and Disclosure Requirements) Regulations, 2015 is provided in a separate section and forms an Integral part of this report.

CORPORATE GOVERNANCE

As per Regulation 34(3) read with schedule V of the SEBI ( Listing Obligations and Disclosure Requirements) Regulations , 2015 a separate report on Corporate Governance practises followed by the Company, together with a certificate from the Company''s Auditor confirming compliance forms an integral part of this report.

EXTRACTS OF ANNUAL RETU RN

The details forming Part of the extracts of the Annual Return inform MGT - 9, as required under Section 92 of the Companies Act, 2013 is annexed as Annexure-A and forms an integral part of this Report.

POLICIES OF THE COMPANY

In light of Good Corporate Governance practises and to adhere to persistent efforts to create a value for our stake holders & to set a benchmark of thorough professionalism your company has adopted key policies for the lucid operations of the Company, the details of policies adopted by the Company are as follows:

Name of the Policy

1) Whistle Blower Policy

2) Nomination & Remuneration Policy

3) Policy on Related Party Transaction

4) Policy on determination of Materiality of Events

5) Code of Conduct for the Board Members and Senior Management Personnel

6) Code of Employees

7) Code of Fair Disclosure of Unpublished Price Sensitive Information

8) Policy on Archival of Information

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

Your Company has an effective internal control and risk mitigation system, which is constantly assessed and strengthen with standard operating procedures. Internal Financial control systems of the Company have been designed to provide reasonable assurances withregards recording and providing reliable financial and operating information, complying with applicable Accounting Standards.

The Company''s Internal Control system is appropriate with its size, scale & complexities of its operations. The main plunge of internal audit is to test and review controls, appraisal of risks and business processes besides benchmarking controls with best practises in the industry.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same. There are adequate polices, authorization matrices governing financial transactions and approvals.

The Company periodically conducts physical verifications of inventory, fixed assets and Cash on hand and matches them with the books of account. Explanations are sought for any variances noticed from the respective functional heads. For each major element in the financial statements, the inherent reporting risks have been identified by the Company. Controls have been putto mitigate these risks. These risks and the mitigation controls are revisited periodically.

The Audit Committee of the Board of Directors, statutory Auditors and the Business Heads are periodically apprised of the internal audit findings and corrective action taken. Audit plays a key role in providing assurance to the Board of Directors. Significant audit observations and corrective actions taken by the management are presented totheAuditCommittee of the Board.

RISK MANAGEMENT

The Company has well - defined process in place to ensure appropriate identification and treatment of risks.The identification of risks is done at strategic, business , operational and process levels. While the mitigation plan and actions for risks belongingto strategic, business and key critical operational risks are driven by senior leadership , for the rest of the risk, operating managers drive the conception and subsequent auctioning of mitigation plans.

The Key strategic, business and operational risks which are significant in terms of their impacts to the overall objectives of the Company along with status of the mitigation plans are periodically presented and discussed. All significant risks are well integrated with functional and business plans and are reviewed on a regular basis by the senior Leadership.

The Company through its risk Management process aims to contain risks within its risk appetite. There are no risk which in the opinion of the Board threaten the existence of the Company. However, some of the risks which are set out in the Management Discussion and Analysis which forms part of this Annual Report.

VIGIL MECHANISM/ WHISTEL BLOWER POLICY

The Company has established a Vigil Mechanism to provide suitable boulevards to the Employees to bring to the Management, their sincere concerns about the unethical behaviour observed in the organisation. The Whistle Blower Policy approved and adopted by the Company is in Compliance with the provisions of Section 1 77(1 0) of the Companies Act, 2013 and Regulation 22 of the Listing Regulations. The whistle blower policy adopted by the Company has been posted on the Website of the Company viz www.choiceindia.com.

During the year under review there are no complaints/ reporting''s received to your company in the said mechanism for the Company and for its Subsidiaries.

POLICY ON PREVENTION OF SEXUAL HARASSMENT AT WORK PLCAE

The Company''s policy on Prevention of Sexual Harassment at work place is in line with the requirement of Sexual Harassment of women at work place ( Prevention , Prohibition and Redressal ) Act, 201 3 ( Prevention of Sexual Harassment of Women at Work Place Act) and Rules framed thereunder. Internal Complaints Committees have also been set up to redress complaints received regarding sexual harassment.

During the financial year 201 7- 1 8, no cases in the nature of sexual harassment were reported at any workplace of the company or any of itssubsidiaries.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

During the Financial Year 2017- 18, there were no significant and material orders passed by the Regulators or courts or tribunals impacting the going concern status and the Company''s operations in future.

CORPORATE SOCIAL RESPNSIBILITY

The practice of CSR or Corporate Social Responsibility as a paradigm for firms and businesses to follow has evolved from its early days as a slogan that was considered trendy by some firms following it to the present day realities of the 21st century where it is no longer just fashionable but a business requirementto be socially responsible.

Corporate social responsibility (CSR) also known as corporate citizenship, corporate philanthropy has become increasingly important because today''s heightened interest in the proper role of business in society has been promoted by increased sensitivity to and awareness of environmental and ethical issues. CSR is a culture and unwritten contract with the community. This invisible culture can shape brighterfuturefornations.

Your Company voluntarily has adopted CSR Policy to shoulder its responsibility towards the society and also constituted a CSR Committee to ascertain the activities taken by the company in the best interest of the society although the Company does not fall inthe mine of the applicability of Section 1 35 of the Companies Act, 2013.

Focus Area

In accordance with the Company Acts, 2013 the Company focus would be for working in various fields to take step towards ecological development of the Society and environment and thus being desirous to make the world a better place to survive and sustain. Amongst others the Company will mainly focus on:

1) Hunger, Poverty, Malnutrition & Health

2) Education

3) Gender Equality

4) Supporting Rural Development

5) Ensuring Environmental Sustainability

6) Promoting Sports and healthy living

During the year your company has spent an amount of Rs.11,61,661/- in the field of education & health.

BUSINESS RESPONSIBILITY REPORT (BRR)

Regulation 34(2) of the SEBI Listing Regulations, 2015 inter alia provides that the Annual Report of top 500 listed entities based on market capitalisation ( calculated on March 31 of every financial year shall include a Business Responsibility Report( BRR).

Your Company does not fall within the purview of the above mentioned regulation, however in order to follow the best Corporate Governance practises and in the interest of all the stakeholders your company has adopted its Business Responsibility report ( BRR) which is enclosed asAnnexuretothe Directors Report.

HUMAN RESOURCE

Your Company believes that Human Resource is important to the organizations in myriad areas, ranging from strategic planning to company image. The purpose of Human Resource development is to provide the ''coaching'' needed to strengthen and grow the knowledge, skills, and abilities that an employee already has.The goal of development and training is to make employees even better at what they do.

At Choice we believe that employees are the most treasured possessions and Crucial Players for the growth and Success of the Business. The Company as a structured induction process at all locations and management development programs to upgrade skills of managers. The Company has continued to conduct various employee benefit, recreational and team building programs to enhance employee skills, motivation and in all to foster team spirit. The Company is committed to fostering, augmenting and holding its top talent of the Company.

DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to section 134 of the Companies Act, 2013(including any statutory modifications) or re-enactment(s) thereof for the time being in force), the Directors of the Company confirm that:

a) That in preparation of the Annual Accounts for the year ended March 31, 2018, the applicable Accounting Standard had been followed along with proper explanation relating to material departures, if any.

b) That the Director''s had selected accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true & fair view of the state of affairs of the Company at the end of the Financial Year ended March 31st Match, 2018 and of the Profit of the Company for the year.

c)That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities.

d)That theAnnual accounts/financial statements have been prepared on a going concern basis.

e) That proper internal financial control were in place and that the financial control were adequate and were operating effectively;

f) That the Director''s have devised proper systems to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE A) CONSERVATION OF ENERGY

l)The steps taken or impact on conservation of Energy:

The operations of the Company are not energy-intensive. However adequate measures have been initiated forconservation of energy.

II) The steps taken by the Company for utilising alternate source of energy:

Though the operations of the Company are not energy intensive, the Company promotes green energy and energy saving initiatives among its employees. The Company has installed a rooftop solar power plants at its corporate office.

III) The Capital Investment on energy conservation equipment: by the company is around Rs.14,00,000/-

B)TECHNOLOGYABSORPTION

i)The efforts towards technology absorption:

The minimum technology required for the business has been absorbed, the company has also adopted an online enterprise wide Human Resource system which eliminates manual working, encourages paperless working & easy availability of data on the system.

ii) The benefits derived like product improvement, cost reduction, product development or import substitution - Encourages paperless working &reduces manual working.

iii) In case of imported technology (imported during last three years reckoned from the beginning of the financial year): N.A.

iv) Theexpenditure incurred on Research and Development: Nil

C) FOREIGN EXCHANGE EARNINGS AND OUTGO:

There are no Foreign Exchange earnings and outgo during the year under review.

CEO &CFO CERTIFICATIONS

In terms of Regulations 1 7(8) of the Listing Regulations, a certificate as prescribed in Part B of the said Regulations , from Mr. Kamal Poddar, Managing Director of the Company and Mr. Manoj Singhania , Chief Financial Officer of the Company, for the Financial Year 201 7-18 with regards to financial statements and other matters are required under the Listing Regulations forms part of the Report on Corporate Governance.

APPRECIATION &ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation , for the contribution made by the employees at all levels because of who''s hard work and support , your Company''s achievements would not have been possible.

The Directors also place on record their earnest gratitude for the continued support extended by the bankers, financial institutions, lenders and stakeholders and the faith rested by them for "Choice".

Further the Directors express their sincere appreciation to the Reserve Bank of India, Securities and Exchange Board of India, BSE Limited, Ministry of Corporate Affairs, Registrar of Companies, Depositories, other Government & Regulatory Authorities for their on- going support extended by the them towards your Company.

On behalf of the Board of Directors

Sd/- Sd/-

Kamal Poddar AjayKejriwal

(Managing Director) (Director)

DIN No:015187000 DIN No:03051841

Mumbai: August 09,201 8

---

Mar 31, 2016

BUSINESS OVERVIEW

Despite stiff competition, the company registered substantial growth in terms of its revenue from business operations.

Choice International Limited (“the Company”) incorporated on March 12, 1993 is a RBI registered “Non- Banking Financial Company”( NBFC).

The Registered Office of the company is situated at unoice Mouse, bnree bnaKamonari Corporate Park, Plot No 156-158, J.B. Nagar, Andheri (East), Mumbai - 400099. Choice International Limited is Financial Service providing company catering in to different sectors namely: - Broking & Distribution, Investment Banking,

Management Consultancy & E- Commerce Business. Your Company has performed well with a Net Profit of Rs.1,66,04,414 as on March 31, 2016 as compared to Net Profit of Rs. 1,42,68,970 for the year ended March 31, 2015. Despite of the stiff competition in the market, the Company registered substantial growth in terms of its revenue from business operations. The Company achieved increase in revenue by 799.82%.

I FINANCIAL HIGHLIGHTS (Amount in Rs.)
Standalone		Particulars	Consolidated
31-Mar-16	31-Mar-15		31-Mar-16	31-Mar-15
77,85,52,165	8,65,23,503	Income from Operations	1,84,22,29,194	56,69,97,162
2,196	35,194	Other Income	3,44,65,018	5,19,45,129
77,85,54,361	8,65,58,697	Total Income	1,87,66,94,211	61,89,42,291
2,01,74,911	1,57,42,792	Profit before Tax and Exceptional Items	6,78,03,655	6,27,41,371
35,70,497	14,73,822	Tax Expenses	2,64,84,971	1,57,58,328
1,66,04,414	1,42,68,970	Profit after Tax before Share of Profit from Associates Share of Profit from Associates	4,13,18,684	4,69,83,043
...	...	Share of Profit from Associates	16,54,969	40,22,844
1,66,04,414	1,42,68,970	Profit for the year	4,29,73,654	5,10,05,887
3,63,99,171	3,55,99,756	Add: Surplus brought forward from previous year	14,08,97,481	9,80,80,585
...	6,04,755	Adjustment of depreciation on Fixed Asset	___	(7,28,987)
...	...	Adjustment relating to share of profit from associates	...	74,53,288
5,30,03,585	3,96,77,785	Profit Available for Appropriations	18,38,71,135	15,58,10,772
33,21,000	28,60,000	Less: Appropriations Transfer to Statutory Reserve Transfer to General Reserve	33,21,000	28,60,000
1,00,04,800	1,00,04,800	Proposed Dividend	1,00,04,800	1,00,04,800
...	...	Dividend Distribution Tax on Proposed Dividend	20,48,491	20,48,491
3,96,77,785	3,63,99,171	Surplus carried forward	16,84,96,844	14,08,97,481

DIVIDEND

The Board has recommended a dividend of Rs. 1 /- (10%) per Equity Share of Rs. 10/- each subject to the approval of Shareholders at the ensuing Annual General Meeting for the Year ended March 31, 2016 . The Register of Members and Share Transfer Books shall remain closed from September 13, 2016 to September 20, 2016(both days inclusive) for the purpose of Dividend. The Annual General Meeting of the Company is scheduled for September 20, 2016. The Dividend , as recommended by the Board, if sanctioned at the ensuing Annual General Meeting , will be paid within 30 Days of declaration of dividend to those members or their mandates whose name are registered on the Company''s Register of Members as on the start of Book Closure date.

RESERVES

Out of the profits generated by the Company, your Board proposes to make the following allocations to the various Reserves:

Reserves
Particulars	(Amount in Rs.)
Transfer to Statutory Reserves	33,21,000
Dividend	1,00,04,800

RESOURCE MOBILISATION

Share Capital:

The Paid up Share Capital of the Company is Rs. 10, 00,48, 000/- ( Rs. Ten Crore Forty Eight thousand only) dividend in 1,00,04,800 Equity Shares of Rs. 10/- each.

However during the year under review, the Authorized Share Capital of the Company has increased by Rs. 10,00,00,000/-(Rupees Ten Crore Only) owing to issue of 1,00,00,000( One Crore) Equity Warrants by the Company to be converted into Equity Shares of Rs. 10/-each(Ten Only) at a price of Rs.40/-each (Rs. Forty only)pursuant to Special Resolution Passed by the Shareholders approving the Issue of Equity Warrants at the Extra Ordinary General Meeting of the Company held on March 15,2016, correspondingly the Resolution approving the Increase in Authorized Share Capital had been approved by the Shareholders at the Extra Ordinary General Meeting held on March 15, 2016.

Debentures:

During the year under review, the Company has issued 235 Secured, Redeemable, Unrated, Unlisted, Market Linked, Non - Convertible Debentures on May 23, 2015 & August 21, 2015 respectively. The total Secured, Redeemable, Unrated, Unlisted, Market Linked, Non - Convertible Debentures issued by the Company aggregates to 745 out of which 10 Debentures were redeemed on March 31, 2016, Thus the total Debentures issued by the Company stances to 735 Debentures as on March 31, 2016

Public Deposit:

You Company being a RBI Registered Non-Banking Financial Company (NBFC), the Company has not accepted any deposit from the public during the year under review.

SUBSIDIARIES & ASSOCIATES

Your Company has Ten Subsidiaries & one Associate Company incorporated in India engaged in the following Business Activities:

Company Name	Subsidiary/ Associate	Business Activity
Choice Equity Broking Private Limited	Subsidiary	Equity Broking, Currency Broking & Depository Services
Choice Capital Advisors Private Limited	Subsidiary	Equity Syndication, Debt Syndication, Advisory & Consultancy & Merchant Banking Services
Choice Consultancy Services Private Limited	Subsidiary	Providing Financial Services of Business Advisory, Regulatory Compliances, Cross Border Transactions, Accounting & Taxation and Resource Management
Choice Merchandise Broking Private Limited	Subsidiary	Carrying on the Business of Commodity Broking
Choice Wealth Management Private Limited	Subsidiary	Engaged in Mutual Fund Distribution
Choice Insurance Brokers Private Limited	Subsidiary	Providing Insurance Consultancy
Choice Corporate Services Private Limited	Subsidiary	Advisory Business
"Choice E- Commerce Private Limited	Subsidiary	E- Commerce
"Choice Peers International Private Limited	Subsidiary	Financial Advisory & Consultancy in Matters of Mergers & Amalgamations
"Choice Finserv Private Limited	Subsidiary	Proposed to carry on NBFC Activity (Post approval from RBI is received)
Aqua Pumps Infra Ventures Limited	Associate	Engaged in the Business of Infrastructural Activities.

The Financial Details of the Subsidiary Company''s and Associate Company are disclosed in Form AOC-1 attached as Annexure.

Note: *The Company has floated a wholly owned subsidiary in the name of "Choice Finserv Private Limited" on June 1, 2016 and Choice E- Commerce Private Limited was incorporated as a Wholly owned Subsidiary of Choice International Limited on July 14, 2015.

The Company has acquired Stake in Choice Peers International Private Limited on March31, 2016 & thus is a holding Company to M/s. Choice Peers International Private Limited.

AUDITORS

Statutory Auditor:

Auditor''s Report for the year under review does not contain any qualification or adverse remarks.

Company''s Statutory Auditor, M/s. Gupta Shyam &Co. Chartered Accountant^ Registration No: 103450W) Mumbai , hold''s office till the conclusion of ensuing Annual General Meeting and are eligible for re-appointment. They have expressed their willingness to get re-appointed at the ensuing Annual General Meeting and have confirmed their appointment, if made will be in accordance with the provisions of section 139 & 141 of the Act and that they are holding Peer review Certificate .

The Board on the recommendation of Audit Committee recommends their re-appointment for approval as members.

Secretarial Auditor:

Pursuant to the provisions of section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Company had appointed M/s. R M. Mimani & Associates LLP, Practicing Company Secretaries to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed to this Report as "Annexure in Form No: MR 3".

Internal Auditor:

The Internal Auditors M/s. A.P. Sanzgiri & Co, Chartered Accountant have conducted Internal Audits periodically and submitted their reports to the Audit Committee. The reports submitted by the Internal Auditor have been reviewed by the Statutory Auditors and the Audit Committee.

DIRECTORS

The Board of your Company consist of Ten Directors as on the date of this report, are as follows:

Category	Name of Director
Executive Director	Mr. Kamal Poddar( Managing Director)
Non- Executive Director	Mr. Ajay Kejriwal
Non- Executive Director	Mrs. Hemlata Poddar
Non- Executive Director ( Independent Director)	Mr.B.M Agarwal
Non- Executive Director ( Independent Director)	Mr. Debkumar Goswami
Additional ( Independent ) Director	Mr. A.K. Thakur
Additional ( Independent ) Director	Mr. Kanhaiyalal Berwal
Additional ( Independent ) Director	Mr. L .N. Nathuramka
Additional ( Independent ) Director	Mr. Lalit Menghnani
Additional ( Independent ) Director	Mr. Raghuvir Shrivastava

The composition of the Board is as per the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) (LODR) Regulations, 2015. All the Directors are having vast knowledge and experience in their relevant fields and the Company had benefitted immensely by their presence on the Board.

Changes in Directors and Key Managerial Personnel (KMP) during the year 2015-16

During the year under review, Mr. A.K. Vaidyan the Independent Director of the Company resigned from the office of Directorship of the Company with effect from August 11, 2015. Mr. Kalimohan Bhattcharya the Independent Director of the Company ceased to be the Director of the Company due to his sad demise on September 26, 2015. The Company places on record the valuable contributions made by Mr. Bhattacharya during his association with the Company.

Mrs. Bhagyam Ramani the Independent Director of the Company resigned from the Office of Directorship with effect from June 7, 2016.

Your Director place on record appreciation for valuable services rendered by the Resigning Director during their association with the Company.

Mr. A.K. Thakur, Mr. Kanhaiyalal Berwal ,Mr. L.N. Nathuramka, Mr. Lalit Menghnani & Mr. Raghuvir Shrivastava were appointed as the Additional Director with effect from July 14, 2016 in the capacity of Independent Director subject to their appointment Regularization) by the Members at the ensuing Annual General Meeting for their appointment as Independent Directors.

CS Karishma Shah is appointed as the Company Secretary and Compliance Officer with effect from July 14, 2016 in place of CS MahavirToshniwal who tendered his resignation from the post of Company Secretary and Compliance officer.

Re- Appointment of Managing Director

The term of Mr. Kamal Poddar (DIN: 01518700) as Managing Director of the Company expires on November 1, 2016. Your Directors recommend his re-appointment as Managing Director for the further term of 3 years effective from November 1, 2016, subject to the terms and conditions mentioned in the notice to the forthcoming Annual General Meeting of the Company.

Re- appointment of retiring Director

Mrs. Hemlata Poddar (DIN: 02931322 ) retires at the ensuing Annual General Meeting (AGM) and being eligible, offers herself for re-appointment. The Board of Directors recommends the re-appointment of Mrs. Hemlata Poddar as Director of the Company. The detailed profile of Mrs. Hemlata Poddar, recommended for re-appointment is mentioned in the Notice for the AGM.

Women Director

In term of the provisions of Section 149 of the Companies Act, 2013 and Regulation 17(1) (a) of the SEBI (LODR) Regulations, 2015, the Company shall have at least one Woman Director on the Board. Your Company had Mrs. Hemlata Poddar & Mrs. Bhagyam Ramani,as Woman Director on the Board of the Company for the year under review. However, Mrs. Bhagyam Ramani, the Non - Executive Independent Director of the Company resigned from the Directorship of the Company with effect from June 7, 2016.

Declaration by Independent Director(s) and re-appointment, if any

The Company had Five Independent Directors on the Board of Company as on April 1, 2015, the Company has received declaration from each Independent Director of the Company under Section 149 (7) of the Companies Act, 2013 that they meet the criteria of Independence as laid down in section 149(6) of the Companies Act, 2013 and subsequently the same was placed in the Board Meeting held on May 29, 2015.

During the year under review, Mr. A.K. Vaidyan the Independent Director of the Company resigned from the office of Directorship of the Company with effect from August 11, 2015. Mr. Kalimohan Bhattcharya the Independent Director of the Company ceased to be the Director of the Company due to his sad demise on September 26, 2015. Mrs. Bhagyam Ramani the Independent Director of the Company resigned from the Office of Directorship with effect from June 7, 2016.

As on the date of report there are 2 Independent Director and 5 Additional Director in capacity of (Independent Directors) to be appointed as Independent Director by the Members at the ensuing Annual General Meeting on the Board of the Company. Necessary Declaration with respect to the "Independence of the Director" is taken on note by the Board.

During the FY2015 - 2016, the Company has conducted a familiarization programme for its Independent Directors.

Board Meetings:

During the year under review Four Board Meetings were held details of which are given in the Corporate Governance Report.

Independent Director’s Familiarization Programme:

The Company undertook Director''s Familiarization Programme for familiarizing them with Company''s operations and other relevant information which would enable them to effectively discharge the responsibilities and functions conferred on them.

The Details of the familiarization programme imparted is placed on Company''s website at www.choiceindia.com

Evaluation of Board, Committees and Directors:

Pursuant to the provisions of the Act and the Listing Regulations, the Board had carried out the performance evaluation of its own, the Board Committees and of the Independent Director''s. Further, Independent Directors at a separate meeting, evaluated performance of the Non- Independent Directors, Board as a whole & of the Managing Director of the Board. Manner in which the evaluation has been carried out has been detailed in the Corporate Governance Report.

Policy on appointment and Remuneration of Director’s.

The Board has on the recommendation of the Nomination & Remuneration Committee , formulated criteria for determining Qualifications, positive attributes and Independence of a Director as also a policy for remuneration of Director''s, Key Managerial Personnel and senior Management. The details of criteria laid down of the Remuneration policy are given in the Corporate Governance Report.

Internal Control System and Compliance Framework:

The Company has well defined and adequate Internal Control system, commensurate with Size, Scale and Complexity of its operations. The Internal Financial Control are adequate and are operating effectively so as to ensure orderly and efficient conduct of Business operations.

Du ring this year, Internal Financial Controls scrutiny was done to review adequacy and strength of Internal Financial Control tailed by the Company. As per the assessment, there are no major concerns and controls are strong.

The Board has also put in place requisite legal compliance framework to ensure compliance of all the applicable laws and that such systems were adequate and operating effectively.

RISK MANAGEMENT

Company has implemented an integrated risk management approach through which it is reviews and assesses significant risks on a regular basis to ensure that a robust system of risk controls and mitigation is in place. Senior Management periodically reviews this risk management framework to keep updated and address emerging challenges.

WHISTEL BLOWER POLICY / VIGIL MECHANISM

The Company has a Whistle Blower Policy to report genuine concerns or grievances. The Whistle Blower Policy has been posted on the website of the Company i.e www.choiceindia.com. The same is reviewed by the Audit Committee from time to time. No concerns or irregularities have been reported till date.

RELATED PARTY TRANSACTION''S AND POLICY

All the Related Part Transactions (RPTs) entered during the Financial Year were on arm''s length basis and in the ordinary course of business. For Transactions which are repetitive in nature, omnibus approval of the Audit Committee is obtained as per the Related Party Transaction Policy. All the Related Party Transactions affected during the year are disclosed in the notes to Financial Statements. Related Party Transactions entered in to by the Company are disclosed in Form - AOC 2 attached as Annexure to the report. The Board has approved and adopted policy on Related Party Transactions and the same is uploaded on the Company''s website atwww.choiceindia.com

MANAGERIAL REMUNERATION AND PARTICULARS OF EMPLOYEES

Information to be disclosed pursuant to Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this report. However, this information is not sent along with this Report as per the provisions of Section 136 of the Act. Members interested in obtaining these particulars may request to the Company Secretary at the Registered Office of the Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act are given in the notes to Financial Statements.

EXTRACTS OF ANNUAL RETURN

The Extracts of the Annual Return in Form MGT 9 is annexed to this Report as Annexure.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis (MDA) forms part of this Annual Report, which is given elsewhere in the Report.

CORPORATE GOVERNANCE

Report on Corporate Governance is annexed to this Report. Certificate from Auditors regarding compliance on Conditions of Corporate Governance as stipulated in the Listing Regulations is also appended to the report on Corporate Governance.

DIRECTOR''S RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, you Directors Confirm.

«0 That in preparation of the annual accounts for the year ended March 31^st, 2016, the applicable Accounting Standards had been followed along with proper explanation relating to material departures , if any.

b) That the Director''s had selected accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended 31st March, 2016 and of the Profit of the Company for the year;

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

d) That the annual accounts/financial statements have been prepared on a going concern basis.

e) That proper internal financial control were in place and that the financial control were adequate and were operating effectively;

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

HUMAN RESOURCE

Your Company firmly believes that employees are the most valuable assets and key players of business success and sustained growth. The Company continued to conduct various employee benefit, recreational and team building programs to enhance employee skills, motivation as also to foster team spirit. Company also conducted in house training programs to develop leadership as well as technical/ functional capabilities.

POLICY ON SEXUAL HARRASEMENT OF WOMEN AT WORK PLACE

The Company has in place a policy on prevention , prohibition and Redressal of Sexual Harassment at work place in line with the requirements of the Sexual Harassment of women at workplace ( Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. The Company has also prepared and implemented policy for prevention, prohibition and Redressal of Sexual Harassment of Women at Workplace. During the year under review, no cases of sexual harassment against women employees at any work place were reported to the Internal Complaints Committee.

ENERGY, TECHNOLOGY ABSORPTION ANF FOREIGN EXCHANGE

CONSERVATION OF ENERGY

I) The steps taken or impact on conservation of Energy:

The operations of the Company are not energy-intensive. However adequate measures have been initiated for conservation of energy.

II) The steps taken by the Company for utilizing alternate source of energy:

Though the operations of the Company are not energy intensive, the Company shall explore alternative source of energy, as and when the necessity arises.

III) The Capital Investment on energy conservation equipment: Nil

TECHNOLOGY ABSORPTION

i) The efforts towards technology absorption:

The minimum technology required for the business has been absorbed.

ii)

The benefits derived like product improvement, cost reduction, product development or import substitution -N.A

iii)

In case of imported technology (imported during last three years reckoned from the beginning of the financial year): N.A.

iv)

The expenditure incurred on Research and Development: Nil

FOREIGN EXCHANGE EARNINGS AND OUTGO:

There are no Foreign Exchange earnings and outgo during the year under review.

GRATITUDE & ACKNOWLEDGEMENTS

Your Directors express their sincere gratitude to the Reserve Bank of India, the Securities and Exchange Board of India, BSE Limited, National Stock Exchange of India Limited, Ministry of Finance, Ministry of Corporate Affairs, Registrar of Companies, Forward Markets Commission, Multi Commodity Exchange of India Limited, Depositories, other government and regulatory authorities, lenders Financial Institution and the Company''s Bankers for the on-going support extended by them. Your Directors place on record their high appreciation for the unflinching commitments, dedication, hard work and valuable contribution made by employees of the Company and its subsidiaries across all levels, resulting in successful performance during the year.

On behalf of the Board of Directors

Sd/- Sd/-

Kamal Poddar Ajay Kejriwal

Mumbai, July 14,2016 (Managing Director) (Director)

DIN NO: 01518700 DIN NO: 03051841

---

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the 22nd Annual Report on the business and operations of the Company for the Financial Year ended March 31,2015.

BUSINESS OVERVIEW

Choice International Limited the "Company" incorporated on March 12, 1993, is a RBI registered "Non - Banking Financial Company" (NBFC). The Registered office of the company is situated at Shree Shakambhari Corporate Park, Plot No, 156-158, Chakravati AshokSociety, J.B Nagar, Andheri (East), Mumbai-400099. Choice International Limited is Financial Service providing company catering into different sectors namely Investment Banking, Broking, and Management Consultancy & E - Commerce Business. Your Company has performed well with a Net Profit of Rs. 14,268,970 as on March 31,2015 as compared to Net Profit of Rs. 13,652,596 for the year ended March 31, 2014. Despite of the stiff competition in the market, the Company registered substantial growth in terms of its revenue from business operations. The Company achieved increase in revenue by 4.51%.

THE KEY FINANCIAL HIGHLIGHTS

The Highlights of financial results of your Company on standalone basis for the year ended March 31, 2015 compared to the previous Financial are summarised below:-

(Amount in Rs. )

Standalone Particulars

March 31, March 31, 2014 2015

127,955,045 86,523,503 Income from Operations

51,836 35,194 Other Income

128,106,881 86,558,697 Total Income

20,176,954 15,742,792 Profit before Tax and Exceptional Items

6,524,358 1,473,822 Tax Expenses

13,652,596 14,268,970 Profit after Tax before share of Profit from Associates

- - Share of Profit from Associates

13,652,596 14,268,970 Profit for the Year

34,701,960 35,599,756 Add: Surplus brought forward from previous year

- (604,755) Adjustment of depreciation on Fixed Asset

- - Adjustment relating to share of profit from associates

48,354,556 49,263,971 Profit Available for Appropriation

Less: Appropriation

27,50,000 28,60,000 Transfer to Statutory Reserve

Transfer to General Reserve

10004800 10004800 Proposed Dividend

- - Dividend Distribution Tax on Proposed Dividend

35,599,756 36,399,171 Surplus Carried forward



Particulars Consolidated

March 31, March 31, 2015 2014

Income from Operations 566,997,162 587,247,754

Other Income 51,945,129 29,245,642

Total Income 618,942,291 616,493,396

Profit before Tax and 62,741,371 56,168,241 Exceptional Items

Tax Expenses 15,758,328 21,293,508

Profit after Tax before 46,983,043 34,874,733 share of Profit from Associates

Share of Profit from 40,22,844 N.A. Associates

Profit for the Year 51,005,887 34,874,733

Add: Surplus brought 98,080,584 78,001,510 forward from previous year

Adjustment of depreciation (728987) - on Fixed Asset

Adjustment relating to 7453288 N.A. share of profit from associates

Profit Available for 155,810,772 112,876,242 Appropriation

Less: Appropriation 2,860,000 2,750,000

Transfer to Statutory Reserve

Transfer to General Reserve - 3,97,000

Proposed Dividend 10,004,800 10,004,800

Dividend Distribution Tax 2,048,491 1,643,858 on Proposed Dividend

Surplus Carried forward 140,897,481 98,080,584



DIVIDEND:

The Board has recommended a dividend of Rs. 1/- (10%) per equity share of Rs. 10/- each subject to the approval of shareholders at the ensuing Annual General Meeting for the year ended March 31,2015. The Register of Members and Share Transfer Books shall remain closed from September 21, 2015 to September 26, 2015 (both days inclusive) for the purpose of Dividend. The Annual General Meeting of the Company is scheduled for September 26,2015. The dividend, as recommended by the Board, if sanctioned at the ensuing AGM, will be paid within 30 Days of declaration of dividend to those members or their mandates whose name are registered on the Company's Register of Members as on the start of Book closure date.

PUBLIC DEPOSITS

The Company has not accepted any deposits from the public during the year under review. The Company holds license Issue by Reserve Bank of India (RBI) for Non Deposit Accepting Non-Banking Financial Company.

STATUTORY AUDITORS

M/s. Gupta Shyam & Co., Chartered Accountants, (Registration Number 103450W) Mumbai, was appointed as the Statutory Auditors of the Company to hold the office from the conclusion of last Annual General Meeting till the conclusion of the this Annual General Meeting. Your Board of Director recommends the ratification of appointment of the Statutory Auditors for the financial year 2015 -16, subject to the approval of the Shareholders.

AUDITOR'S OBSERVATION

The Directors have examined the Auditor's Report on accounts for the period ended March 31,2015. The Auditor's Report Is Itself self-explanatory and has no qualifications.

PARTICULARS OF LOANS, GAURANTEE OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the note to the Financial Statement.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All Related Party Transaction that were entered in to during the year under review were on an arm's length basis and in the ordinary course of business. The Audit Committee has given prior approval for related party Transactions. The policy on Related Party Transaction as approved by the Board is uploaded on the Company's website,

PARTICULARS OF LOANS, GAURANTEE OR INVESTMENTS

Details of Loans, Guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the note to the Financial Statement.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All Related Party Transaction that were entered in to during the year under review were on an arm's length basis and in the ordinary course of business. The Audit Committee has given prior approval for related party Transactions. The policy on Related Party Transaction as approved by the Board is uploaded on the Company's website. Related Party Transaction entered in to by the Company are disclosed in FormAQC-2 attached as Annexure

MATERIAL CHANGES AND COMMITMENTS IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

During the Year under review followIng are the Changes that took place having material effect on the Business of the Company:

1) During the year your Company has issued 510 Secured, Redeemable, Unrated, Unlisted, Non Principal Protected, Market Linked, Non- Convertible Debentures of Face Value of Rs.1,00,000 on Private Placement Basis.

2) Policy on Depreciation

Effective from April 1,2014 the Company has changed Depreciation based on the revised remaining useful life of Asset as per the requirement of Schedule II of the Companies Act, 2013. Due to above Depreciation change for the quarter ended & Year ended March 31,2015 is higher by 5.44 Lakhs & Rs. 23.54 Lakhs respectively. The written down value of Rs. 6.05 Lakhs( Net of Deferred Tax effect) of the Fixed Assets whose useful lives have expired as at April 1,2014 have been adjusted in the retained earning. There has not been any material changes or commitment affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statement relate and the date of the report.

RISK MANAGEMENT

The Company has formulated a policy on Risk Management and constituted a Risk Management Committee and the same is detailed in the Corporate Governance Report. Risk are classified in different categories such as Financial, Operational, Legal and Strategic Risks. These Risk are reviewed from time to time.

BOARD EVALUATION

Clause 49 of the Listing Agreement mandates that the Board shall monitor and review the Board evaluation framework. The Companies Act 2013 states that a formal evaluation needs to made by the Board of Its own performance and that of its committees and individual directors. The same is incorporated in Corporate Governance Report.

REMUNERATION POLICY

The Board on the recommendation of the Nomination and Remuneration Committee has adopted the policy for selection, appointment and remuneration of Directors, Key Managerial Personnel and Senior Management. The details of this policy are provided in the Corporate Governance. Report which form of Annual Report.

WHISTLE BLOWER POLICY/VIGIL MECHANISM

The Company has established a Vigil Mechanism to report genuine concerns or grievances. The Vigil Mechanism provides for adequate safeguards against victimization of persons who use the Vigil Mechanism. No persons have been denied access to Audit Committee in appropriate cases. The details of establishment of reporting mechanism are disclosed on the website of the company.

INTERNAL CONTROL SYSTEM

The Company's internal control systems are adequate with the Business operations of the Company. The Company maintains appropriate system of Internal Control, including monitoring procedures, to ensure that all assets are safeguarded against loss from unauthorized use or disposition. Company policies, guidelines and procedures provide for adequate checks and balances and are meant to ensure that all transactions are authorized, recorded and reported correctly.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place a policy on Prevention, Prohibition and Redressal of Sexual Harassment at work place in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013. An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. The Company has also prepared and implemented policy for Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace. During the year under review, no cases of sexual harassment against women employees at any of its work place were reported to the Internal Complaints Committee.

SUBSIDIARIES & ASSOCIATES

Your Company has Seven Subsidiaries & one Associate Company Incorporated in India engaged in the following Business Activities:

Sr. Company Name Subsidiary/ Business Activity No Associate

1 Choice Equity Broking Subsidiary Equity Broking, Private Limited Currency Broking & Depository Services

2 Equity Broking, Currency Subsidiary Equity Syndication, Broking & Depository Debt Syndication, Services Advisory & consultancy & Merchant Banking Services

3 Choice Business Services Subsidiary Providing financial Private Limited services of Business Advisory, Regulatory Compliances, Cross Border Transaction, Accounting &Taxation Resource Management

4 Choice Merchandise Broking Subsidiary Carrying on the Private Limited business of Commodity Broking

5 Choice Wealth Management Subsidiary Engaged in Mutual Private Limited Fund Distribution

6 Choice Insurance Brokers Subsidiary Providing Insurance Private Limited Consultancy

7 Choice Corporate Services Subsidiary Advisory Business Private Limited

8 Aqua Pumps infra Ventures Subsidiary Engaged in the Limited Business of Infrastructural Activities

The Financial Details of the Subsidiary Company's and Associate Company are disclosed in Form AOC -1 attached as Annexure.

Note:

The Company had incorporated an wholly owned Subsidiary in the Name of Choice E - Commerce Private Limited as on July 14, 2015 and is in the process of incorporating three step down subsidiary in the Name of WheresmyPandit.Com Private Limited, Motormistri.com Private Limited & d -aashanacouture.com Private Limited to expand the E - Commerce Business of the company.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Board of Directors has appointed M/s. R M MIMANI & ASSOCIATES LLP, Practising Company Secretary for conducting Secretarial Audit of the Company for the financial year 2014 - 2015. The Secretarial Audit Report Is annexed herewith as Annexure in Form MR-3.The Secretarial Audit Report has been qualified with respect to creation of charge, pursuant to issue of Non Convertible Debentures ,with respect to issue of the debentures the Company is required to create charge on the Book Debts of the Company which was delayed on the the documentation part of the Debenture Trustee. The Company is in the advance stage to file the charge with Registrar of Companies. The Company assures the Members that there will be no delay in payment of Dividend if any, declared at this AGM and future thereafter.

INTERNAL AUDIT

The Internal Auditors, M/s. A.P.Sanzgiri & Co., Chartered Accountants have conducted internal audits periodically and submitted their reports to the Audit Committee. Their reports have been reviewed by the Statutory Auditors and the Audit Committee.

CORPORATE GOVERNANCE

The Report on Corporate Governance for the year under review, as stipulated under Clause 49 of the Listing Agreement is forming part of the Annual Report. The Certificate from Auditor of the Company confirming compliance with the rules of Corporate Governance Is annexed to the Corporate Governance Report.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed review on the operations and performance of the Company and its business is given in the Management Discussion and Analysis, which forms part of this Annual Report.

EXTRACTS OF ANNUAL RETURN

Form MGT - 9 providing an extract of the Annual Return in terms of Section 92 of the Companies Act, 2013 and the Rules made thereunder is annexed as Annexure to the Board Report,

MEETINGS

During the year under review, Four Board Meetings were held, the details of which are given in the Corporate Governance Report.

BOARD OF DIRECTORS

During the period under review Mr. Pankaj Bhansali & Mr. Satish Chandra Kulhari resigned from the office of Directorship with effect from June 30, 2014 & September 27, 2014 respectively. Your Directors place on record appreciation for valuable services rendered by the Resigning Director during their association with the Company.

Mr. A.K. Vaidyan the Independent Director of the Company resigned from the office of Directorship with effect from August 11, 2015.

Mr. Ajay Kejriwal ( DIN No: 03051841) retires by rotation at the ensuing Annual General Meeting in terms of the provisions of Section 152 of the Companies Act, 2013 ("The Act"). The Act provides that Independent Directors are not subject to retirement by rotation. Since all the Directors except Mr. Ajay Kejriwal & Mrs. Hemlata Poddar are Independent Director, Mr. Ajay Kejriwal will retire by rotation and being eligible offers himself for re-appointment.

Additional Information Of Directors Seeking Re-appointment At The Twenty Second Annual General Meeting Pursuant To Clause 49 Of The Listing Agreement

NAME OF THE DIRECTOR AJAY RAJENDRA KEJRIWAL

Date of Appointment 29 -5-2010

Date of Birth 11-2-1979

Qualification CA

Expertise in specific functional areas Finance

Directorship in other public companies Nil excluding foreign companies

Membership of Committees in other Nil public companies

Shareholding in the Company 2000 Shares

DIN No 03051841

DECLARATION BY INDEPENDENT DIRECTOR

The Company has received necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149 (6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

KEY MANAGERIAL PERSONNEL

Following are the Key Managerial Personnel (KMPs) of the Company as per provisions of the Companies Act, 2013:

i) CA Kamal Poddar - Managing Director

ii) CA- CS Mahavir Toshniwal - Company Secretary

ill) *CA. Manoj Singhania - Chief Financial Officer

Note: * Mr. Manoj Singhania is appointed as the Chief Financial Officer of the Company with effect from January 30, 2015 in place of CA Gunjan Modi

PARTICULARS OF EMPLOYEE

As required under the provision of Section 197 £12) of the Companies Act, 2013 read with the Rule 5 of the Companies (Appointment & Remuneration of Managerial Person nel)Rules, 2014, the prescribed particulars are set out in an Annexure to the Director's Report. As per the provisions of Section 136(1) of the said act, this particulars will be made available to any Shareholders on request.

DETAILS OF THE COMMITTEE OF THE BOARD

Composition of Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, number of meetings held for each of this committee during the financial year 2014 -15 and meetings attended by each member of the Committee as required under the Companies Act, 2013 are provided in Corporate Governance Report. The recommendations by the Audit Committee as and when made to Board have been accepted by it.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(3)( C) of the Companies Act, 2013 your Directors state that:

1) In preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

2) Appropriate accounting policies have been selected and applied consistently and have made judgements and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at March 31,2015 and of the profit and loss of the Company for the year ended March 31,2015;

3) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Com pa ny and for preventing and detecting fraud and other irregularities;

4) The annual accounts have been prepared on a going concern basis

5) Proper internal financial controls were followed by the Company and such internal financial controls are adequate and were operating effectively;

6) Proper system are devised to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

ENERGY,TECHNOLOGYABSORPTION AND FOREIGN EXCHANGE

A) CONSERVATION OF ENERGY

I) The steps taken or impact on conservation of energy, the operations of the company are not energy- intensive.

However adequate measures have been initiated for Conservation of energy.

II) The steps taken by the Company for utilising alternate source of energy-though the operations of the Company are not energy intensive, the Company shall explore alternative source of energy, as and when the necessity arises.

II) The Capital Investment on energy conservation equipment- Nil

B) TECHNOLOGY ABSORPTION

I) The efforts made towards technology absorption - The minimum technology required for the business has been absorbed

ii) The benefits derived like product improvement, cost reduction, product development or import substitution Not applicable

iii) in case of imported technology (imported during last three years reckoned from the beginning of the financial year)

-Not Applicable

iv) The expenditure incurred on Research and Development -Nil

C) FOREIGN EXCHANGE EARNINGS AND OUTGO -

There are no Foreign Exchange earnings and outgo during the year under review.

CORPORATE SOCIAL RESPONSIBILITY'

Though India is one of the fastest growing economies, socioeconomic problems like poverty, illiteracy, lack of health care etc. are still ubiquitous and the government has limited resources to tackle these challenges. Although Corporate Social Responsibility (CSR) is not applicable to your Company at Choice International, we believe that Corporate Social Responsibility (CSR) is coming out of the purview of 'doing social good' and is fast becoming a 'business necessity'. The 'business case' for CSR is gaining ground and corporate houses are realising that 'what is good for stakeholders - their community, health and environment, is also good for the businesses. An essential component of our corporate social responsibility is to care for the community.

HEALTH AND SAFETY

Health and safety Issues are addressed systematically, effectively and protectively. Your Company takes pride in providing various forms of medical assistance to the families of Its employees and regular training programmes are organised on safety and precautionary measures.

ACKNOWLEDGEMENT

Your Directors express their sincere gratitude to the Reserve Bank of India, the Securities and Exchange Board of india, BSE Limited, National Stock Exchange of India Limited, Ministry of Finance, Ministry of Corporate Affairs, Registrar of Companies, Forward Markets Commission, Multi Commodity Exchange of India Limited, Depositories, other government and regulatory authorities, lenders, financial institutions and the Company's bankers for the ongoing support extended by them. The Directors also place on record their since re appreciation for the continued support extended by the Company's stakeholders and trust reposed by them in your Company. Your Directors sincerely appreciate the commitment displayed by the employees of the Company and Its subsidiaries across all levels, resulting in successful performance during the year.

On behalf of the Board of Directors

Sd/- Sd/- Kamal Poddar Ajay Kejriwal Mumbai, August 11,2015 (Managing Director) (Director) DIN:01518700 DIN:03051841

---

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 21st Annual Report on the business and operations of the Company together with the Audited Statement of Accounts for the Financial Year ended March 2014.

FINANCIAL HIGHLIGHTS

1) A Snapshot of Standalone & Consolidated Financial Performance of the Company and its Subsidiaries for the year is as under:

(Rs. in Lacs)

Standalone Particulars Consolidated

2012-13 2013-14 2013-14 2012-13

806.62 1281.07 Total Revenue 6164.93 4153.61

657.95 1079.30 Total Expenditure 5603.25 3593.20

148.68 201.77 Profit Before Tax 561.68 560.41

36.83 65.24 Provision for Tax (Including Deferred Tax) 212.93 194.74

111.85 136.53 Profit After Tax 348.75 365.67

357.72 347.02 Add: Surplus brought forward from previous year 780.02 553.59

469.57 483.55 Profit available for Appropriations 1128.77 919.26

Less: Appropriations: - - Transfer to General Reserve (3.97) - (22.50) (27.50) Transfer to Statutory Reserve (27.50) (22.50)

(100.05) (100.05) Proposed Dividend (100.05) (100.05)

- - Dividend Distribution Tax on Proposed Dividend (16.44) (16.69)

347.02 356.00 Surplus carried forward 980.81 780.02

RESULT OF OPERATION

Your Company being focused primarily on Financial Services activities needed to march very cautious path during the year as to balance between the return, expectations and risk involved in serving to various clients.

On consolidated basis, the company''s revenue increased by 48.42% to Rs. 6164.93 Lacs as compared from Rs. 4153.61 Lacs of the FY2012-2013.

13. During the year, the income is primarily generated by Broking and Outsourcing services segment of the company as compared to other segment of the Company.

The Profit before Tax of FY 2013-14 as compared to last FY 2012-13 was on average same with slightly increase of 0.22 % only to Rs. 561.66 Lacs from Rs. 560.41 Lacs and the Profit after Tax is Rs. 348.73, which is slight below as compared to the Profit after Tax of FY 2012-13.

On standalone basis, revenues for the FY 2013-14 were Rs. 1281.07 Lacs, showed a upper movement by 59% as compared to previous year FY 2012-13.

Similarly Profit before Tax has increased by 36% from Rs. 148.68 Lacs in FY 2012-13 to Rs. 201.77 Lacs in FY 2013-14 and Profit after Tax also increased by 22% from Rs. 111.85 Lacs in FY 2012-13 to Rs. 136.53 Lacs in FY2013-14.

DIVIDEND & RESERVES

Your company has continued to reward shareholders with regular dividends. Considering the growth and continuous profits, the Board has proposed a payment of dividend of Rs. 1 per share (10%) for the year ending March 31, 2014 on equity shares aggregating to Rs. 100.05 Lacs.

According to the special provision of sub-section (1 A) of section 115-0 of the Income Tax Act, 1961, the company is not required to make provision for the dividend distribution tax on dividend proposed.

The dividend, as recommended by the Board, if sanctioned at the ensuing AGM, will be paid after September 27,2014 to those members or their mandates whose names are registered on the Company''s Register of Members as on record date. The company in the year 2013-14 has appropriated a sum of Rs. 27.50 Lacs towards Reserve Fund under Section 45- IC of Reserve Bank of India Act, 1934

SHARE CAPITAL

There was no change in the Authorised or the Paid-up Capital/Subscribed Capital during FY 2013-14.

DEFERRED TAX

In terms of Accounting Standard on ''Accounting for Taxes on Income ''(AS-22), a sum of Rs. 2,32,08,098/- has been provided being net Deferred Tax Liability for the year under review.

SUBSIDIARIES

The company has seven subsidiaries functioning into various sectors as below:

Choice Equity Broking Private Limited in 2013-14 has been registered with NSE for Market making services to SMEs and Securities Lending & Borrowing Mechanism (SLBM).

As per Section 212 of the Companies Act, 1956, we are required to attach the Directors'' Report, Balance Sheet, and Statement of Profit & Loss Account of our subsidiaries. The Ministry of Corporate Affairs, Government of India vide its circular no. 2/2011 dated February 8, 2011 has provided an exemption to companies from complying with Section 212, provided such companies publish the audited consolidated financial statements in their Annual Report. Accordingly, the Annual Report 2013-14 does not contain individual financial statements of its subsidiaries, but contains the audited consolidated financial statements of the Company and its subsidiaries. Further, as required under the circular, the Board of Directors has, at its meeting held on 14th August, 2014 passed a resolution giving consent for not attaching the balance sheet of the subsidiary companies. The audited annual accounts and related information of the subsidiaries will be made available to the shareholders of the Company seeking such information upon request.

These documents will also be available for inspection during business hours at the company''s registered office.

The same will also be published on our website, www.choiceindia.com The Statement pursuant to Section 212 of Companies Act, 1956, containing details of the Company''s Subsidiaries is attached herewith.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company prepared as per Accounting Standard AS 21 and Accounting Standard AS 23, consolidating the Company''s accounts with its subsidiaries and an associate have also been included as part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange in India, is presented in a separate section forming part of the Annual report.

CORPORATE GOVERNANCE REPORT

A report on corporate governance repeat ahead together with the Auditors'' Certificate on compliance with the conditions of Corporate Governance as laid down as per clause 49 of the Listing Agreement and the corporate governance voluntary guidelines, 2009 issued by Ministry of Corporate Affairs form part of the Annual Report.

DIRECTORS ELIGIBLE FOR REAPPOINTMENT/APPOINTMENT

In light of the provisions of the section 152 of the Companies Act, 2013, Mrs. Hemlata Poddar, Non-Executive Director has now become a retiring director by rotation, thus Mrs. Hemlata Poddar retires from the Board this year and being eligible, offers herself for re-appointment.

Dr. Satish Chandra Kulhari, (DIN- 02699281), Director of the Company, who is retiring by rotation at the 21st Annual General Meeting has not sought re-appointment. It is proposed not to fill up the vacancy thereby caused.

With the enactment of the Companies Act, 2013 (Act) it is now incumbent upon every listed company to appoint Independent Directors as defined in section 149 of the Act, who are required to be appointed for a term of maximum of 5 (five) consequent years and shall not be liable to retire by rotation and pursuant to clause 49 of the Listing Agreement with Stock Exchanges (to come into effect from October 1, 2014), a person who has already served as an independent director for five years or more in a company as on October 1,2014 shall be eligible for appointment, on completion of his present term, for one more term of upto five years only. Hence, Mr. Brijmohan Agarwal, Dr. Kali Mohan Bhattacharya, Mr. Deb Kumar Goswami, Mrs. Bhagyam Ramani and Mr. Alexander Koshy Prince Vaidyan are proposed to be appointed for a period as mentioned in the notice from the conclusion of this Annual General Meeting Accordingly. The Independent directors have filed requisite declarations with the Company under section 149 (7) of the Act to the effect that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

Mr. Manak Chand Daga has resigned as director in the company with effect from August 08, 2013 due to his personal commitments. The resignation has been duly accepted by the Board. The Board places on record its sincere appreciation for the valuable services rendered by him during his tenure.

Brief resume of the Directors proposed to be re-appointed/appointed, nature of their expertise in specific functional areas and names of public limited companies in which they hold directorships and memberships/ chairmanships of Board Committees, as stipulated under Clause 49 of Listing Agreements with the Stock Exchanges in India, are provided in the notice along with the 21 st Annual Report of the Company.

LISTING OF EQUITY SHARES

Your Company, at present is listed at:

The BSE Limited, R J. Towers, Dalai Street, Fort, Mumbai-400 001

FIXED DEPOSITS

Your Company has not accepted any fixed deposits from public and is therefore not required to furnish information in respect of outstanding deposits under Non Banking Non Financial Companies (Reserve Bank) Directions, 1966 and the Companies (Acceptance of Deposits) Rules, 1975.

AUDITORS

The Statutory Auditors Gupta Shyam & Co, Chartered Accountants, having Firm Registration No. 103450W, holds office until the conclusion of this ensuing Annual General Meeting and is eligible for reappointment pursuant to the provisions of section 139 of the Companies Act, 2013 and the Rules made thereunder. Your Company has received confirmation from the Auditors to the effect that their appointment, if made, will be in accordance with the limits specified under the Companies Act, 2013 and the firm satisfies the criteria specified in Section 141 of the Companies Act, 2013 read with Rule 4 of Companies (Audit & Auditors) Rules 2014.

Your Board is of the opinion that continuation of Gupta Shyam & Co., Chartered Accountants, Statutory Auditors during FY 2014-15 will be in the best interests of the Company and therefore, members are requested to consider their re-appointment as Statutory Auditors of the Company from the conclusion of ensuing Annual General Meeting till conclusion of next Annual General Meeting at remuneration as may be decided by the Board.

AUDITORS'' REPORT

The Auditors Report to the shareholders does not contain any qualifications. A company, whose securities are listed on the Stock Exchanges, is compulsorily required to follow the accounting standards prescribed by the Institute of Chartered Accountants of India.

In accordance with the Accounting Standards (AS) 21 on consolidated financial statement read with AS 23 on Accounting for Investments in Associates, the Directors have provided the Audited consolidated financial statements in this Annual Report.

In the year under review provisions have been made for deferred tax liabilities/(assets).

PARTICULARS OF EMPLOYEES

During the year no employee whether employed for the whole year or part of the year was drawing remuneration exceeding the limit as laid down under section the Companies Act, 1956 and Rules made there under which needs to be disclosed in the Director''s Report.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

In view of the nature of activities which are being carried on by the company, Rules 2A and 2B of the companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 concerning conservation of energy and technology absorption respectively are not applicable to the company. There was no inflow/outflow of foreign exchange during the year under review.

CORPORATE GOVERNANCE

Pursuant to clause 49 of the Listing Agreement with stock exchange, a separate section titled ''Corporate Governance'' has been included in the annual report along with ''Management Discussion and Analysis Report''.

All Board members and senior management personnel have affirmed compliance with the code of conduct for FY 2014. A declaration to this effect signed by the Chief Executive Officer (CEO) of the Company is contained in this Annual Report. The CEO have certified to the Board with regard to the financial statements and other matters as specified in clause 49 of the Listing Agreement and the said certificate is included in this annual report.

THE COMPANIES ACT, 2013

The Companies Act, 2013 (the Act) came into force as on 1st April, 2014 (in the manner, to the extent notified by the Ministry of Corporate Affairs). The Act has replaced the Companies Act, 1956 and has brought a new set of compliances for companies.

The new Legislation will facilitate greater transparency, more disclosures and enhanced corporate governance. The Exchange is taking necessary steps for implementation of the provisions of the Act.

STATUTORY DISCLOSURES

Directors'' responsibility statement as required by section 217(2AA) of the Companies Act, 1956 appears in the foregoing paragraph.

Certificate from auditors of the Company regarding compliance of conditions of Corporate Governance is annexed to this report.

Disclosures as prescribed by Non-Banking Financial (Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007 and other NBFC regulations have been made in this annual report.

A cash flow statement for FY2014 is attached to the balance sheet.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, with respect to the Directors'' Responsibility Statement, it is hereby confirmed that:

1. In preparation of the annual accounts for the financial year ended March 31,2014, the applicable accounting standards have been followed and that there are no material departures from the same;

2. The Directors have been selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2014, and of profit of the Company for the said period.

3. The Directors have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for detecting fraud and other irregularities; and

4. The Directors have prepared the accounts for the financial year ended March 31, 2014 on a going concern basis.

LOANS AND ADVANCES

The particulars of loans/advances and investment in its own shares by listed companies, their subsidiaries, associates, etc., required to be disclosed in the annual accounts of the company pursuant to clause 32 of the Listing Agreement with the Company, are furnished separately.

POLICY/VIGIL MECHANISM:

As per the provisions of section 77 of Companies Act, 2013 and as per amendment in the Clause 49 of Listing Agreement, your Company has adopted Vigil Mechanism/Whistle Blower Policy to provide appropriate avenues to the employees to bring to the attention of the management any issue which is perceived to be in violation of or in conflict with the fundamental business principals of the Company.

The Company promotes ethical behaviour in all its business activities and has put in place a mechanism wherein the employees are free to report illegal or unethical behaviour, actual or suspected fraud or violation of the Company''s Codes of Conduct or Corporate Governance Policies or any improper activity to the Audit Committee of the Company or Chairman of the Company.

The Whistle Blower Policy has been appropriately communicated within the Company. Under the Whistle Blower Policy, the confidentiality of those reporting violation(s) is protected and they are not subject to any discriminatory practices.

No personnel has been denied access to the Audit Committee. Further, the Whistle Blower Policy has been adopted to make it applicable to both the Directors and the Employees of the Company alike, to facilitate implementation of Vigil Mechanism. The Policy empowers the Chairman of the Audit Committee/Chairman of the Company to investigate any protected disclosure including matters concerning financials/accounting, etc. received from the Employees under this policy.

Whistle Blower Policy of the Company is being displayed on the Company''s website http://www.choiceindia.com.

VOTING THROUGH ELECTRONIC MEANS:

Pursuant to section 108 of the Companies Act, 2013 and Clause 35B of the amended Listing Agreement, your Company is taking necessary steps to make available the facility provide to its members the facility to exercise their right to vote by Electronic means for the transactions which require approval through Postal Ballot. The Company will also have the E-voting facility for the items to be transacted at this AGM. The MCA has authorised NSDL and CDSL for setting up electronic platform to facilitate casting of votes in electronic form. The Company has an agreement with CDSL for availing e-voting facilities.

ACKNOWLEDGEMENT

The directors would like to thank every one of the Company''s customers, business associates and other stakeholders for their valuable contribution to the Company''s growth and success. The directors also recognise and appreciate the passion and commitment of all the employees of the Company across the country.

The directors are also grateful to the Company''s other stakeholders and partners including its shareholders, promoters, strategic partner and Government of India, bankers and others for their continued support.

On behalf of the Board of Directors

Sd/- Sd/- Kamal Poddar Ajay Kejriwal Managing Director Director (DIN-01518700) (DIN-03051841)

Mumbai, August 14, 2014

---

Mar 31, 2013

To, The Members,

The Directors have pleasure in presenting the 20th Annual Report on the business and operations of the Company together with the audited statement of accounts for the year ended March 31, 2013.

(Rs. in Lacs) 2011-12 2012-13 2012-13 2013-12

2401.88 806.62 Total Income 4153.61 4810.15

2264.60 657.95 Total Expenditure 3593.20 4304.79

137.27 148.67 Profit Before Tax 560.41 505.36

38.62 36.82 Provision for Tax (Including Deferred Tax) 194.74 139.50

98.65 111.85 Profit After Tax before Minority Interest 365.67 365.86

Less/(Add): Share of Minority Interest Nil (0.02)

98.65 111.85 Profit after Tax after Minority Interest 365.67 365.88

354.11 357.72 Add: Surplus brought forward from previous year 553.59 297.01

452.76 469.57 Profit available for Appropriations 919.25 662.89

Less: Appropriations:

Transfer to General Reserve (5.55)

(20.00) (22.50) Transfer to Statutory Reserve (22.50) (20.00)

75.04) (100.05) Proposed Dividend (100.05) (75.04)

Dividend Distribution Tax on Proposed Dividend (16.69) (12.29)

Add: Reversal of accumulated loss on disposal of subsidiary 3.58

357.72 347.02 Surplus carried forward 780.02 553.59

2) A Snapshot of Segment wise Financial Performance of Choice International Limited

(Rs. in Lacs)

Particulars 2012-13 2011-12

Segment Revenue

NBFC & Other Services 803.37 2226.92

Broking Services 1447.18 439.95

Investment Banking Services 888.62 1620.86

Outsourcing Services 1142.31 527.10

Gross Total Income 4281.48 4814.83

Less: Inter Segment Revenue 226.33 32.22

Net Income from Operations 4055.15 4782.50

Other Income 98.45 27.55

Gross Income 4153.60 4810.16

Segment wise results Profits/(Loss) before Interest & Tax

NBFC Operations 406.36 475.00

Broking Services 225.43 156.00

Investment Banking Services 258.82 342.55

Outsourcing Services 137.29 60.33

Gross Total Profit 1027.90 1033.88

Less: Interest Expenses 208.05 250.49

Unallocable Expenses 266.19 282.39

Add: Other Income 6.75 4.36

Total Income RESULT OF OPERATION

Our Company being focused primarily on lending and investment activities has to tread a very cautious path during the year so as to balance between the return expectations and risk involved in lending business.

On consolidated basis, the company’s gross revenue marginally reduced by 13.65 percent to Rs 4,153.61 Lacs as compared from Rs 4,810.15 Lacs of the FY2011- 12. During the year, the huge income is primarily generated by Broking and Outsourcing services segment of the company as compared to other segment of the Company. The income from Broking business has increased by 228.94 percent to Rs. 1447.18 Lacs in FY2012-13 from Rs. 439.95 Lacs of FY 2011- 12. The income from Outsourcing business increased from Rs 1142.31 Lacs to Rs 527.10 Lacs i.e. increased by 116.72 percent. The Profit before Tax of FY 2012-13 as compared to last FY 2011-12 was slightly high by 10.89 percent only to Rs. 560.41 Lacs from Rs. 505.36 Lacs and the Profit after Tax is Rs. 365.67, which is almost equal to the Profit after Tax of FY 2011-12.

On standalone basis, Profit before Tax has been increased by 8.30 percent from Rs 137.27 Lacs in FY 2011-12 to Rs. 148.67 Lacs in FY 2012-13 and Profit after Tax also increased by 11.56 percent from Rs 98.65 Lacs in FY 2011-12 to Rs. 111.85 Lacs in FY 2012-13. India continues to witness a very challenging economic environment.

DIVIDEND & RESERVES

Choice International Limited is constantly on regular basis declaring the dividend to its shareholders at the Annual General Meetings of the Company. Our Directors are pleased to recommend a final dividend of 10 percent i.e. Rs. 1/- per equity share for the financial year ended March 31, 2013 aggregating to Rs. 100.05 Lacs. According to the special provision of sub-section (1A) of section 115-O of the Income Tax Act, 1961, the company is not required to make provision for the dividend distribution tax on dividend proposed. The dividend, as recommended by the Board, if sanctioned at the ensuing AGM, will be paid after September 16, 2013 to those members or their mandates whose names are registered on the Company’s Register of Members.

The company in the year 2012-13 has appropriated a sum of Rs. 22.50 Lacs towards Reserve Fund under Section 45- IC of Reserve Bank of India Act, 1934

CONVERSION OF WARRANTS ISSUED ON SUBSIDIARIES:

PREFERENTIAL BASIS TO PROMOTERS AND NON-PROMOTERS

On November 09, 2012, Promoters and Non-promoters exercised its rights of conversion of 25,00,000 warrants issued on December 21, 2011. Accordingly, 25,00,000 equity shares of face value of Rs. 10 each have been allotted to them.

SHARE CAPITAL

During the year under review, the company had raised its Issued, Subscribed and Paid-up Share Capital from Rs. 750.48 Lacs to Rs. 1,000.48 Lacs due to allotment of 25,00,000 equity shares on conversion of 25,00,000 warrants into 25,00,000 equity shares of face value of Rs. 10 each at the premium of Rs. 71 each.

DEFERRED TAX

In terms of Accounting Standard on ''Accounting for Taxes on Income ''(AS-22), a sum of Rs 1,89,08,272/- has been debited to the Profit & Loss Account being De- ferred Tax Liability for the year under review. CEBPL is already a member of BSE and NSE and during the year the broking firm has acquired the membership under the Cash and F&O segment of MCX-SX.

CMBPL in the FY 2012-13 has acquired the membership of National Stock Exchange Limited (NSEL).

As per Section 212 of the Companies Act, 1956, we are required to attach the Directors''Report, Balance Sheet, and Statement of Profit & Loss Account of our subsidiaries. The Ministry of Corporate Affairs, Government of India vide its circular no. 2/2011 dated February 8, 2011 has provided an exemption to companies from complying with Section 212, provided such companies publish the audited consolidated financial statements in their Annual Report. Accordingly, the Annual Report 2012 -13 does not contain individual financial statements of these subsidiaries, but contains the audited consolidated financial statements of the Company and its subsidiaries. Further, as required under the circular, the Board of Directors has, at its meeting held on 8th August, 2013 passed a resolution giving consent for not attaching the balance sheet of the subsidiary companies. The audited annual accounts and related information of the subsidiaries will be made available to the shareholders of the Company seeking such information upon request. These documents will also be available for inspection during business hours at the company’s registered office. The Statement pursuant to Section 212 of Companies Act, 1956, containing details of the Company’s Subsidiaries attached herewith.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company prepared as per Accounting Standard (AS) 21 and Accounting Standard (AS) 23, consolidating the CompanyRs.s accounts with its subsidiaries and an associate have also been included as part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange in India, is presented in a separate section forming part of the Annual report.

DIRECTORS ELIGIBLE FOR RE-APPOINTMENT/ APPOINTMENT

As per the provisions of article 131, article 132 and article 133 of Articles of Association of the Company and pursuant to section 256 of Companies Act, 1956, Dr Satish Chandra Kulhari, Mr. Debkumar Krishnapada Goswami and Dr. Kalimohan Bhattacharya are liable to retire by rotation at the ensuing annual general meeting and being eligible, offers themselves for re-appointment.

CA Pankaj Bhansali, Mr. Alexander Koshy Prince Vaidyan and Mrs. Bhagyam Ramani were appointed as Additional Directors as February 12, 2013 during the Financial Year who will hold office upto the ensuing AGM of the company.

Brief resume of the Directors proposed to be re-appointed/appointed, nature of their expertise in specific functional areas and names of public limited companies in which they hold directorships and memberships/ chairmanships of Board Committees, as stipulated under Clause 49 of Listing Agreements with the Stock Exchanges in India, are provided in the notice along with the 20th Annual Report of the Company.

LISTING OF EQUITY SHARES:

Our Company, at present is listed at the following stock exchange:

The BSE Limited,

P. J. Towers, Dalal Street, Fort,

Mumbai – 400 001

FIXED DEPOSITS

Our Company has not accepted any fixed deposits from public and is therefore not required to furnish information in respect of outstanding deposits under Non Banking Non Financial Companies (Reserve Bank) Directions, 1966 and the Companies (Acceptance of Deposits) Rules, 1975.

AUDITORS

The Auditors, Gupta Shyam & Co, Chartered Accountants, retire at the ensuing Annual General Meeting and being eligible offers themselves for reappointment. The Company has received letter from auditor to effect that their reappointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956 and they are not disqualified for reappointment within the meaning of Section 226 of the Companies Act, 1956.

AUDITORS''REPORT

The Auditors Report to the shareholders does not contain any qualifications. Further, the Notes to the Financial Statements are self-explanatory and do not call for any comments.

PARTICULARS OF EMPLOYEES

There were no employees drawing remuneration more than prescribed under Section 217(2A) of the Companies Act, 1956.

ENERGY CONSERVATION, TECHNOLOGY AB- SORPTION AND FOREIGN EXCHANGE EARN- INGS AND OUTGO

In view of the nature of activities which are being carried on by the company, Rules 2A and 2B of the companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 concerning conservation of energy and technology absorption respectively are not applicable to the company. There was no inflow of foreign exchange during the year under review.

CORPORATE GOVERNANCE

Pursuant to clause 49 of the listing agreement with stock exchange, a separate section titled ''Corporate Governance''has been included in the annual report along with ''Management Discussion and Analysis Report’.

All Board members and senior management personnel have affirmed compliance with the code of conduct for FY 2013. A declaration to this effect signed by the Chief Executive Officer (CEO) of the Company is contained in this annual report.

The CEO have certified to the Board with regard to the financial statements and other matters as specified in clause 49 of the listing agreement and the said certificate is included in this annual report.

STATUTORY DISCLOSURES

Directors''responsibility statement as required by section 217(2AA) of the Companies Act, 1956 appears in the foregoing paragraph.

Certificate from auditors of the Company regarding compliance of conditions of Corporate Governance is annexed to this report.

Disclosures as prescribed by Non-Banking Financial (Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007 and other NBFC regulations have been made in this annual report.

A cash flow statement for FY2013 is attached to the balance sheet.

DIRECTORS''RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, with respect to the Directors''Responsibility Statement, it is hereby confirmed that:

1. In preparation of the annual accounts for the financial year ended March 31, 2013, the applicable accounting standards have been followed and that there are no material departures from the same.

2. 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 a true and fair view of the state of affairs of the Company as at March 31, 2013, and of profit of the Company for the said period.

3. The Directors have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for detecting fraud and other irregularities; and

4. The Directors have prepared the accounts for the financial year ended March 31, 2013 on a going concern basis.

LOANS AND ADVANCES

The particulars of loans/advances and investment in its own shares by listed companies, their subsidiaries, associates, etc, required to be disclosed in the annual accounts of the company pursuant to clause 32 of the Listing Agreement with the Company, are furnished separately.

ACKNOWLEDGEMENT

The Board of Directors takes this opportunity to express its sincere appreciation for the support and the co-operation from the members, Reserve Bank of India, banks and institutions.

The Board of Directors also puts on record its sincere appreciation of the commitment and hard works put in by the management and employees of the Company and wish them for another good year for the Company.

On behalf of the Board of Directors Sd/- Sd/- Kamal Poddar Ajay Kejriwal

Mumbai, August 08, 2013 (Managing Director) (Director)

---

Mar 31, 2012

The Members of Choice International Limited

The Directors have pleasure in presenting the Nineteenth Annual Report on the business and operations of the Company together with the audited statement of accounts for the year ended March 31, 2012.

In line with the requirement of the Listing Agreement with the Bombay Stock Exchange Limited, your company has been reporting consolidated results taking into account the results of its subsidiaries. The discussion therefore covers the financial results and other developments during April 1, 2011 to March 31, 2012 in respect of Choice Consolidated comprising- Choice International Limited and its subsidiaries. The consolidated entity has been referred to as 'Choice' or 'Group' or 'Your Group' in this discussion.

Financial Highlights:

1) A Snapshot of Consolidated Financial Performance of Choice International Limited and its subsidiaries for the year is as under: in Lakhs)

Particulars 2011-12 2010-11

Total Income 4810.15 4733.19

Total Expenditure 4304.79 4271.10

Profit Before Tax 505.36 462.09

Provision for Tax (Including Deferred Tax) 139.50 162.02

Profit After Tax before Minority Interest 365.86 300.07

Less/(Add): Share of Minority Interest (0.02) (2.67)

Profit after Tax after Minority Interest 365.88 302.74

Add: Surplus brought forward from previous year 297.01 148.49

Less: Short provision of tax in earlier years/pre-acquisition profit & loss of subsidiaries NIL NIL

Profit available for Appropriations 662.89 451.23 Less: Appropriations:

Transfer to General Reserve (5.55) NIL

Transfer to Statutory Reserve (20.00) (67.00)

Proposed Dividend (75.04) (75.04)

Dividend Distribution Tax on Proposed Dividend (12.29) (12.17)

Add: Reversal of accumulated loss on disposal of subsidiary 3.58 NIL

Surplus carried forward 553.59 297.01

(Rs in Lakhs)

Particulars 2011-12 2010-11

Segment wise information is as under:

NBFC Operations 2226.92 3143.04

Broking Services 439.95 9.71

Investment Banking Services 1620.85 1561.75

Outsourcing 527.10 7.90

4814.82 4722.42

Less: Inter Segment Revenue 32.22 0.11

Net Income from Operations 4782.60 4722.31

Less: Interest Expenses 262.03 103.62

Unallocable Expenses 278.57 859.76

Add: Other Income 1.66 1.69

Total Income 505.36 462.09

2) A snapshot of the standalone financial performance of Choice International Limited is as under:

(Rs in Lakhs)

Particulars 2011-12 2010 -11

Total Income 2401.87 4705.17

Total Expenditure 2264.60 4213.94

Profit Before Tax 137.27 491.23

Provision for Tax (including Deferred Tax) 38.62 159.73

Profit After Tax 98.65 331.50

Add: Surplus brought forward from previous year 354.11 176.83

Less: Short provision of tax in earlier years NIL NIL

Profit available for Appropriations 452.76 508.33 Less: Appropriations:

Transfer to Statutory Reserve (20.00) (67.00)

Proposed Dividend (75.04) (75.04)

Dividend Distribution Tax on Proposed Dividend NIL 12.17

Surplus carried forward 357.72 354.11

Results of Operations:

On Consolidated basis, the company's revenues increased by 1.60% to Rs.4810.15 lakhs , on a slower pace as compared to Rs.4734.06 lakhs in the last financial year, whereas fees based income of the company has substantially increased by 62.36% to Rs.2556.46 lakhs as compared to Rs. 1574.54 lakhs in the last financial year. During the year the income is primarily generated by broking business and outsourcing business. The income from broking business has increased from Rs.9.71 lakhs to Rs.439.95 lakhs in the current financial year. The income from outsourcing business increased from Rs.7.90 lakhs to Rs.527.10 lakhs in the current financial year. The Profit after tax has increased by 21.93% to Rs.365.86 lakhs as compared to Rs.300.07 lakhs in the last financial year. During the year under review, the management decided to shift the entire investment banking business under the ambit of its subsidiary company 'Choice Capital Advisors Private Limited (CCAPL)'. This has significantly affected the profitability of the company on standalone basis. On standalone basis, revenues for the year were Rs.2401.87 lakhs, a decline of 48.95% compared toRs.4705.18 lakhs in the last financial year.

The consolidated financial statements prepared in accordance with the Accounting Standard 21 - Consolidated Financial Statements' prescribed by the Companies (Accounting Standards) Rules,2006, forms part of this Annual Report and are reflected in the consolidated accounts of the company

Dividend:

Your Directors are pleased to recommend a dividend of 10% i.e. Rs.1/-per Equity Share for the financial year ended March 31, 2012, amounting to Rs.75.04 lakhs. The dividend, as recommended by the Board, if sanctioned at the meeting, will be paid after September 28, 2012 to those members or their mandates whose names are registered on the Company's Register of Members:

a. As beneficial owner as the end of business on September 25, 2012 as per the lists to be furnished by National Securities Depository Limited (NSDL) and Central Depository Services Limited (CDSL) in respect of the shares held in electronic form, and

b. As members in the Register of Members of the Company after giving effect to valid share transfers in physical form lodged with the Company on or before September 25, 2012.

The dividend payout for the year under review has been formulated in accordance with the Company's policy to pay sustainable dividend linked to long term growth objectives of the Company to be met by internal cash accruals and the shareholders' aspirations.

Reserves:

The company in the year 2011-12 has appropriated a sum ofRs. 20 Lakhs towards Reserve Fund under Sec 45- IC of Reserve Bank of India Act, 1934

Deferred Tax:

In terms of Accounting Standard on Accounting for Taxes on Income '(AS-22), a sum of Rs.31.82 lakhs has been debited to the Profit & Loss Account being Deferred Tax Liability for the year under review.

Shifting of Registered Office:

The Company has shifted its registered office from 202, Chartered House, Dr. C.H. Street, Marine Lines, Mumbai - 400 002 to "Shree Shakambhari Coporate Park, Plot No. 156-158, Chakravarti Ashok Society, J. B. Nagar, Adhere (East), Mumbai - 400 099" w.e.f. October 6, 2011.

Issue of Warrants convertible into Equity Shares:

In December 2011, your company has issued 25,00,000 lakhs warrants, priced atRs.81/- each, entitling the warrant holder to convert each of them into a single equity share of the company within eighteen months from the date of allotment.

Subsidiaries:

The company has six subsidiaries during the year under review. They are

- Choice Capital Advisors Private Limited

- Choice Equity Broking Private Limited

- Choice Merchandise Broking Private Limited

- Choice Wealth Management Private Limited

- Choice Business Services Private Limited

- Choice Insurance Brokers Private Limited

During the year under review, the company has shifted its entire Investment Banking segment to Choice Capital Advisors Private Limited, a wholly owned subsidiary company to focus full fledge on investment banking activity. The company disposed off its equity stake of 52.38% in Choice Realty Private Limited to Choice Infra Ventures Limited (i.e. formerly known as Zenu InfoTech Limited) in July 2011. Consequently, Choice Realty Private Limited ceases to be a subsidiary of the company.

As per Section 212 of the Companies Act, 1956, we are required to attach the Directors' Report, Balance Sheet, and Profit & Loss Account of our subsidiaries. The Ministry of Corporate Affairs, Government of India vide its circular no. 2/2011 dated February 8, 2011 has provided an exemption to companies from complying with Section 212, provided such companies publish the audited consolidated financial statements in the Annual Report. Accordingly, the Annual Report 2011 -12 does not contain the financial statements of our subsidiaries.

Further, as required under the circular, the Board of Directors has, at its meeting held on August 14, 2012, passed a resolution giving consent for not attaching the balance sheet of the subsidiary companies. The audited annual accounts and related information of the subsidiaries will be made available to any shareholder of the Company seeking such information upon request. These documents will also be available for inspection during business hours at the company's registered office. The same will also be published on our website, www.choiceindia.com

The Statement pursuant to Section 212 of Companies Act, 1956, containing details of the Company's Subsidiaries attached herewith.

New Memberships

Choice Capital Advisors Private Limited, a wholly owned subsidiary of the Company has been registered with Securities Exchange Board of India as Category - I Merchant Banker on September 30, 2011, to carry on the business of issue management either by making arrangements regarding selling, buying or subscribing to securities or acting as manager, consultant, adviser or rendering corporate advisory service in relation to such issue management.

Choice Equity Broking Private Limited, a wholly owned subsidiary of the Company has been registered as a Market Maker in SME Segment of Bombay Stock Exchange.

Choice Merchandise Broking Private Limited, a wholly owned subsidiary of the company contemplates to apply for the membership with NSEL(National Spot Exchange Limited) so as to enable the customers to trade in the commodities Spot market.

Management Discussion and Analysis

Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange in India, is presented in a separate section forming part of the Annual report.

Directors:

None of the directors has resigned or joined the Board since the Last Annual General Meeting :

- CA. Ajay Kejriwal and CA. Manak Chand Daga , Directors, retire by rotation and being eligible, offer themselves for reappointment at the ensuing Annual General Meeting.

A brief resume of each of these Directors furnished in the Annexure to the Notice convening the ensuing Annual General Meeting.

Listing of Equity Shares:

Your Company, at present, is listed at the following stock exchange:

- The Bombay Stock Exchange Limited P. J. Towers, Dalai Street

Fort, Mumbai - 400 001.

Fixed Deposits:

Your Company has not accepted any fixed deposits from public and is therefore not required to furnish information in respect of outstanding deposits under Non Banking Non Financial Companies (Reserve Bank) Directions, 1966 and the Companies (Acceptance of Deposits) Rules, 1975.

Auditors' Report:

The Auditors Report to the shareholders does not contain any qualifications. A company, whose securities are listed on the Stock Exchanges, is compulsorily required to follow the accounting standards prescribed by the Institute of Chartered Accountants of India. In accordance with the Accounting Standards AS 21 on consolidated financial statement read with Accounting Standard 23 on Accounting for Investments in Associates, the Directors have provided the Audited consolidated financial statements in the Annual Report. In the year under review provisions have been made for deferred tax liabilities/ (assets).

Auditors:

The Auditors, Gupta Sham & Co, Chartered Accountants, retire at the ensuing Annual General Meeting and being eligible offers themselves for reappointment.

The Company has received letter from auditor to effect that their reappointment, if made, would be within the prescribed limits under Section 224(1 B) of the Companies Act, 1956 and they are not disqualified for reappointment within the meaning of Section 226 of the Companies Act, 1956.

Particulars of Employees:

There were no employees drawing remuneration more than prescribed under Section 217(2A) of the Companies Act, 1956.

Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo:

In view of the nature of activities which are being carried on by the company, Rules 2A and 2B of the companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 concerning conservation of energy and technology absorption respectively are not applicable to the company.

There was no inflow of foreign exchange during the year under review. Details of the foreign exchange outflow are given in the Notes to Accounts.

Corporate Governance:

Your Company has complied with the requirements of Clause 49 of the Listing Agreement regarding Corporate Governance. A report on the corporate governance practices, the Auditors' Certificate on compliance of mandatory requirements thereof, forms part of the Annual Report.

Directors' Responsibility Statement:

Pursuant to Section 217(2AA) of the Companies Act, 1956, with respect to the Directors' Responsibility Statement, it is hereby confirmed that:

i. In preparation of the annual accounts for the financial year ended March 31, 2012, the applicable accounting standards have been followed and that there are no material departures from the same;

ii. The Directors have been selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2012, and of profit of the Company for the said period.

iii. The Directors have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for detecting fraud and other irregularities; and

iv. The Directors have prepared the accounts for the financial year ended March 31, 2012 on a going concern basis.

Loans and Advances:

The particulars of loans/advances and investment in its own shares by listed companies, their subsidiaries, associates, etc, required to be disclosed in the annual accounts of the company pursuant to clause 32 of the Listing Agreement with the Company, are furnished separately.

Acknowledgement:

Your Directors wish to place on record their appreciation to the employees at all levels for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to achieve remarkable growth. The Board also acknowledges the unstinted support of the customers, suppliers, investors, bankers, Central and State Governments and other statutory authorities and others associated with the Company. The company is looking forward for continued support in the future.

For and On behalf of the Board of Directors

Sd/- Sd/-

Kamal Poddar Ajay Kejriwal Managing Director Director

Mumbai, August 14, 2012

---

Mar 31, 2011

The Members of choice international Limited

The Directors have the pleasure in presenting the Eighteenth Annual Report on the business and operations of the Company together with the audited statement of accounts for the year ended March 31, 2011.

In line with the requirement of the Listing Agreement with the Bombay Stock Exchange Limited, your company has been reporting consolidated results taking into account the results of its subsidiaries. The discussion therefore covers the financial results and other developments during April 1, 2010 to March 31, 2011 in respect of Choice Consolidated comprising- Choice International Limited and its subsidiaries. The consolidated entity has been referred to as 'Choice' or 'Group' or 'Your Group' in this discussion.

Financial Highlights:

1) The consolidated financial Performance of choice international Limited and its subsidiaries:

(Rs. in Lakhs)

2010-11 2009-10

Total Income 4733.19 3473.43

Total Expenditure 4271.10 3102.32

Profit Before Tax 462.09 371.11

Provision for Tax (Including Deferred Tax) 162.02 131.45

Profit After Tax before Minority Interest 300.07 239.66

Less: Share of Minority Interest (2.67) (0.02)

Profit after Tax after Minority Interest 302.74 239.68

Add: Surplus brought forward from previous year 148.49 0.84

Less: Short provision of tax in earlier years/pre- acquisition profit & loss of subsidiaries NIL (0.02)

Profit available for Appro -priations 451.23 240.54

Appropriations:

Transfer to Statutory Reserve 67.00 54.00

Proposed Dividend 75.04 32.52

Dividend Distribution Tax on Proposed Dividend 12.17 5.53

Surplus carried forward 297.01 148.49

Segment wise information is as under:

(Rs. in Lakhs)

2010-11

NBFC Operations 3147.87

Broking Services 10.57

Investment Banking Services 1556.08

Unallocated 7.90

4722.42

Less: Inter Segment Revenue 0.11

Net income from Operations 4722.31

Add. Other Income 10.88

Total income 4733.19

2) A snapshot of the standalone financial performance of choice international Limited is as under:

(Rs. in Lakhs)

2010-11 2009-10

Total Income 4705.17 3469.84

Total Expenditure 4213.94 3070.38

Profit Before Tax 491.23 399.46

Provision for Tax (including Deferred Tax) 159.73 131.34

Profit After Tax 331.50 268.12

Add: Surplus brought forward from previous year 176.83 0.88

Less: Short provision of tax in earlier years NIL 0.12

Profit available for Appropriations 508.33 268.89

Appropriations:

Transfer to Statutory Reserve 67.00 54.00

Proposed Dividend 75.04 32.52

Dividend Distribution Tax on Proposed Dividend 12.17 5.53

Surplus carried forward 354.11 176.84

Results of Operations:

On Consolidated basis, the Company's income increased by 36.27% to Rs 4733.19 Lakhs and the EBITDA increased by 58.37% to Rs 645.15 lakhs. The growth is primarily driven by our core investment activities and the investment banking business. The broking business had commenced in the mid of the fiscal 2010-11, hence the income from broking business is minuscule. The profit after tax has increased by 26.31% to Rs. 302.74. Further the marketing and distribution expense increased from Rs. 64.59 lakhs to Rs.125.77 lakhs with a strategy to increase the awareness about the services provided by the company. The consolidated financial statements prepared in accordance with the 'Accounting Standard 21 - Consolidated Financial Statements' prescribed by the Companies (Accounting Standards) Rules,2006, forms part of this Annual Report and are refected in the consolidated accounts of the company.

Dividend:

Your Directors are pleased to recommend a dividend of 10% i.e. Rs. 1/-per Equity Share for the financial year ended March 31, 2011, amounting to Rs. 75.04 lakhs. The dividend, as recommended by the Board, if sanctioned at the meeting, will be paid after September 30, 2011 to those members or their mandates whose names are registered on the Company's Register of Members:

a. As beneficial owner as the end of business on September 26, 2011, as per the lists to be furnished by National Securities Depository Limited (NSDL) and Central Depository Services Limited (CDSL) in respect of the shares held in electronic form, and

b. As members in the Register of Members of the Company after giving effect to valid share transfers in physical form lodged with the Company on or before September 26, 2011.

The dividend payout for the year under review has been formulated in accordance with the Company's policy to pay sustainable dividend linked to long term growth objectives of the Company to be met by internal cash accruals and the shareholders' aspirations.

Reserves:

The company in the year 2010-11 has appropriated a sum of Rs. 67.00 Lakhs towards Reserve Fund under Sec 45-IC of Reserve Bank of India Act, 1934

Deferred Tax:

In terms of Accounting Standard on 'Accounting for Taxes on Income '(AS-22), a sum of Rs 90.35 lakhs has been debited to the Profit & Loss Account being Deferred Tax Liability for the year under review.

Increase in Share capital:

During the year, we issued 10,00,000 warrants convertible into equity shares of Rs. 10/- each at a price of Rs. 158/- to promoters and others under the SEBI (ICDR) Regulations, 2009 on preferential basis. On March 25, 2011, the promoters and others had been allotted equity shares on conversion of warrants. Due to this, the outstanding issued, subscribed and paid up equity share capital increased from Rs. 65048000 to Rs. 75048000 as at March 31, 2011.

Increase in Presence:

We are pleased to inform that during the period under consideration, the company has launched its operations in Ahmedabad with opening its branch office. The branch network is expected to serve as an integrated channel for retail asset origination and distribution of third party products.

New Memberships:

Choice Equity Broking Private Limited, a wholly owned subsidiary of the Company, received the membership as Depository Participant with CDSL from SEBI during the year under review. Further the company also became members of Credit Information Bureau of India.

Subsidiaries:

The company has seven subsidiaries during the year under review. They are

- Choice Capital Advisors Private Limited

- Choice Equity Broking Private Limited

- Choice Merchandise Broking Private Limited

- Choice Wealth Management Private Limited

- Choice Business Services Private Limited

- Choice Insurance Brokers Private Limited

- Choice Realty Private Limited

During the year under review, the company has made further investments of Rs. 504 lakhs and Rs. 40 lakhs in Choice Capital Advisors Private Limited and Choice Equity Broking Private Limited. The company disposed off its equity stake of 52.38% in Choice Realty Private Limited to Choice Infra Ventures Limited (i.e. Formerly known as Zenu Infotec Limited) in July 2011. Consequently, Choice Realty Private Limited ceases to be a subsidiary of the company.

As per Section 212 of the Companies Act, 1956, we are required to attach the Directors' Report, Balance Sheet, and Profit & Loss Account of our subsidiaries. The Ministry of Corporate Affairs, Government of India vide its circular no. 2/2011 dated February 8,2011 has provided an exemption to companies from complying with Section 212, provided such companies publish the audited consolidated financial statements in the Annual Report. Accordingly, the Annual Report 2010- 11 does not contain the financial statements of our subsidiaries.

Further, as required under the circular, the Board of Directors has, at its meeting held on August 12, 2011, passed a resolution giving consent for not attaching the balance sheet of the subsidiary companies. The audited annual accounts and related information of our subsidiaries, where applicable upon request. These documents will also be available for inspection during business hours at our registered office in Mumbai, India. The same will also be published on our website, www. choiceindia.com

Management Discussion and Analysis Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange in India, is presented in a separate section forming part of the Annual report.

Directors:

Following are the changes in the Directorate of the company:-

- Mr. Ajay Kejriwal and Mrs. Hemlata Poddar were appointed as a Non-Executive Director of the Company at the 17th Annual General Meeting held on July 30, 2010.

- Mr. Brij Mohan Agarwal and Mr. Manak Chand Daga were appointed as an Independent Director of the Company at the 17th Annual General Meeting held on July 30,2011.

- Mr. Debkumar Goswami and Dr. Kali Mohan Bhattacharya was appointed as an Additional Director of the company at the Board Meeting held on May 30, 2011 and holds office till the ensuing Annual General Meeting and being eligible, offers themselves for appointment at the ensuing Annual General Meeting.

Resolutions seeking your approval for the appointment of Mr. Debkumar Goswami and Dr. Kali Mohan Bhattacharya have been incorporated in the Notice of the forthcoming Annual General Meeting along with brief about them.

Listing of equity Shares:

Your Company, at present, is listed at the following

stock exchange:

- The Bombay Stock Exchange Limited P. J. Towers, Dalal Street Fort, Mumbai - 400 001.

Fixed Deposits:

Your Company has not accepted any fixed deposits from public and is therefore not required to furnish information in respect of outstanding deposits under Non Banking Non Financial Companies (Reserve Bank) Directions, 1966 and the Companies (Acceptance of Deposits) Rules, 1975.

Auditors' Report:

The Auditors Report to the shareholders does not contain any qualifications. A company, whose securities are listed on the Stock Exchanges, is compulsorily required to follow the accounting standards prescribed by the Institute of Chartered Accountants of India. In accordance with the Accounting Standards AS 21 on consolidated financial statement read with Accounting Standard 23 on Accounting for Investments in Associates, the Directors have provided the Audited consolidated financial statements in the Annual Report. In the year under review provisions have been made for deferred tax liabilities/ (assets).

Auditors:

The auditors, Gupta Shyam & Co, Chartered Accountants, retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if re-appointed.

Particulars of employees:

There were no employees drawing remuneration more than prescribed under Section 217(2A) of the Companies Act, 1956.

Energy conservation, Technology Absorption And foreign exchange earnings And Outgo:

In view of the nature of activities which are being carried on by the company, Rules 2A and 2B of the companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 concerning conservation of energy and technology absorption respectively are not applicable to the company.

There was no inflow of foreign exchange during the year under review. Details of the foreign exchange outflow are given in the Notes to Accounts.

corporate governance:

Your Company has complied with the requirements of Clause 49 of the Listing Agreement regarding Corporate Governance. A report on the corporate governance practices, the Auditors' Certificate on compliance of mandatory requirements thereof, forms part of the Annual Report.

Directors' Responsibility Statement:

Pursuant to Section 217(2AA) of the Companies Act, 1956, with respect to the Directors' Responsibility Statement, it is hereby confirmed that:

i. In preparation of the annual accounts for the financial year ended March 31,2011, the applicable accounting standards have been followed and that there are no material departures from the same;

ii. The Directors have been selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2011, and of profit of the Company for the said period.

iii. The Directors have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act , 1956 for safeguarding the assets of the Company and for detecting fraud and other irregularities; and

iv. The Directors have prepared the accounts for the financial year ended March 31, 2011 on a' going concern' basis.

Loans and Advances:

The particulars of loans/advances and investment in its own shares by listed companies, their subsidiaries, associates, etc, required to be disclosed in the annual accounts of the company pursuant to clause 32 of the Listing Agreement with the Company, are furnished separately.

Green initiative:

In the current year, we have started a sustainability initiative with the aim of being green and minimizing our impact on the environment From this year onwards, we are publishing only the statutory disclosures in the print version of the Annual Report prepared in compliance of the Companies Act, 1956. Additional details are available on our website www.choiceindia.com

Acknowledgement:

Your Directors wish to place on record their appreciation to the employees at all levels for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to achieve remarkable growth. The Board also acknowledges the unstinted support of the customers, suppliers, investors, bankers, Central and State Governments and other statutory authorities and others associated with the Company. The company is looking forward for continued support in the future.

On behalf of the Board of Directors



Sd/- Kamal Poddar Managing Director

Mumbai, August 12, 2011

---

Mar 31, 2010

The Directors have the pleasure in presenting the Seventeenth Annual Report on the business and operations of the Company together with the audited statement of accounts for the year ended March 31,2010.

In line with the requirement of the Listing Agreement with the Bombay Stock Exchange, your Company has been reporting consolidated results -taking into account the results of its subsidiaries. This discussion therefore covers the financial results and other developments during April 09- March 10 in respect of Choice Consolidated comprising-Choice International Limited and its subsidiaries. The consolidated entity has been referred to as Choice or Group or Your Group in this discussion.

Financial Results

I) Consolidated Financial Results of Choice International Limited and its Subsidiaries: (Rs in Lakhs)

Particulars 2009-10

Total Income 3473.42

Total Expenditure 3102.31

Profit Before Tax 371.10

Provision for Tax (Including Deferred Tax and Fringe Benefit Tax) 131.44

Profit After Tax before Minority Interest 239.66

Less: Share of Minority Interest (0.02)

Profit after Tax after Minority Interest 239.68 Earnings Per Equity Share (Face Value - Rs 10/-)

Basic (Rs) 3.93

Diluted (Rs) 3.93

I) Standalone Financial Results of Choice International Limited: (Rs in Lakhs)

2009-10 2008-09

Total Income 3469.83 188.49

Total Expenditure 3070.37 168.23

Profit Before Tax 399.46 20.25

Provision for Tax (including Deferred Tax and Fringe Benefit Tax) 131.33 5.84

Profit/Loss After Tax 268.13 14.41

Add: Surplus brought forward from previous year 0.88 (5.92)

Less: Short provision of tax in earlier years 0.12 0.00

Profit available for Appropriations 268.89 8.49

Appropriations:

Transfer to Statutory Reserve 54.00 0.00

Proposed Dividend 32.52 6.50

Dividend Distribution Tax on Proposed Dividend 5.53 1.11

Surplus carried forward 176.84 0.88

Results of Operations

The year under review was a transformational year for the Company. We are pleased to inform you that with foresight and dynamic business strategy, your company has fared positively, despite the economic slowdown.

During the year, the Company has scaled new heights and set several new benchmarks in terms of profits, net worth and assets. Turnover for the year was Rs 3454 Lakhs against 184 Lakhs in the previous year. The income from NBFC activity was higher by 14.77 times at Rs 2645 lakhs Your Company has ventured into new area of business such as Investment Banking, Corporate Advisory, Debt Syndication, etc,... The fee based income generated in the first year of operations of these activities is Rs 809 lakhs, which is commendable in itself.

The Profit after tax for the year was Rs 268 lakhs as against Rs 14 lakhs.

Reserves

The company in the year 2009-10 has appropriated a sum of Rs 54.00Lakhs towards Reserve Fund under Sec 45-IC of Reserve Bank of India Act, 1934

Deferred Tax

In terms of Accounting Standard on Accounting for Taxes on Income (AS-22) a sum of Rs 26.33 lakh has been debited to the Profit & Loss Account being Deferred Tax Liability for the year under review.

Dividend

The Earnings per Share (EPS) of the Company has risen to Rs 4.39 during the year 2009-10 from Rs 0.36 in the previous year. Looking to the overall improvement in performance and the growth outlook for the current year, the Directors recommend dividend of Rs 0.50 per share of Rs 10/-each for the year ended March 31,2010.(Dividend for the year 2008-09 was Rs 0.10 per equity share of Rs10/- each.)The Company shall pay tax on the amount of dividend paid, which will be tax- free in the hands of the shareholders.

Increase in Share Capital

During the year, we issued 25,00,000 equity shares to promoters and others under the Securities Exchange Board of India (Disclosure and Investor Protection) guidelines on preferential basis. Due to this, the outstanding issued, subscribed and paid up equity share capital increased from 40,04,800 to 65,04,800 shares as at March 31,2010.

Finance

During the year under review, the shareholders of the Company had approved borrowing upto an aggregate amount of Rs 50 crores, under section 293(1) (d) of the Companies Act, 1956.

Opening of Branches

During the fiscal 2009-10, your company in accomplishing its vision to become an integrated financial services provider having pan India presence has launched its operations in four metro cities of India through its Branches. Your Board expects our branches to become the key points of customer acquisition and service. The branch network is expected to serve as an integrated channel for retail asset origination and distribution of third party products.

Infrastructure Development

The company has entered into Memorandum of Understanding for purchase of Building with the intended use as Group Corporate Office located at J.B.Nagar, Andheri (East), New Commercial Hub in Mumbai.

Acquisition:

Choice Insurance Brokers Private Limited was formerly known as "Ryder Consultancy Private Limited". The company was almost dormant with no activity till May 2009, when a management takeover was done by Choice International Limited in June, 2009 with an idea of transforming the company into the most respected and reliable insurance service provider in India.

Presently, Choice International Limited holds 98.03% equity shareholding in the company, thus becoming subsidiary of your company.

Zenu Infotec Limited

Pursuant to Sale and Purchase Agreement dated September 25,2009 (SPA) executed with promoters, your company has acquired 30.38% equity shareholding in the Company thus becoming a associate company. Presently, Zenu Infotec Limited is engaged in the business of Software sales and consultancy services. The consolidated statement does not include the figures pertaining of Zenu Infotec Limited as the accounts of the company have not being finalized.

Subsidiaries

During the year under review the following subsidiary companies were incorporated to enable the company to venture into other area of business.

Choice Equity Broking Private Limited

Choice Equity Broking Private Limited was incorporated as a wholly owned subsidiary of Choice International limited on January 9,2010 to provide equity broking and currency derivatives and research services, as well as marketing of equity related products.

The subsidiary is the corporate member of both the Bombay stock Exchange Limited and the National Stock Exchange of India Limited in cash, Futures and options and currency derivatives segment.

The Company is also a member of MCX-Sx in the currency derivatives segment.

Choice Merchandise Broking Private Limited

Choice Merchandise Broking Private Limited was incorporated as a wholly owned subsidiary of Choice International Limited on January 12, 2010 to provide trading platform options in both agri and non agri commodities for Exchange based commodity trading backed by incisive dedicated research.

The subsidiary is the corporate member of Multi Commodity Exchange of India Limited, National Commodity and Derivatives Exchange Limited and Indian Commodity Exchange Limited.

Choice Capital Advisors Private Limited

Choice Capital Advisors Private limited was incorporated as a wholly owned subsidiary on January 1, 2010 with motto to venture into the area of merchant banking activities. In order to sustain the above plans, your Company contemplates to apply for the SEBI Merchant Banking Category 1 license in the nearterm.

Choice Wealth Management Private limited

Choice Wealth Management Private Limited was incorporated as a wholly owned on January 6, 2010.The subsidiary company is founded on a strong philosophy and a belief, that expertise and guidance is fundamental to wealth management. The subsidiary company was set up for providing investment advisory services, financial planning and distribution of Mutual fund to HNI and retail clients. The subsidiary company is an AMFI registered Mutual fund Distributor for providing the aforesaid services.

Choice Business Services Private Limited

Choice Business Services Private Limited was incorporated as a wholly owned subsidiary of your company on January 6,2010 with the sole motto of providing customized outsourcing solutions focused on two core areas of capability: knowledge and process outsourcing and finance and accounting outsourcing. Your company aspires to combine its expertise in these areas to capture the opportunities available in the market while providing tailored services to clients professionally, simultaneously building a new stream of revenue for the company.

Choice Realty Private Limited

Choice Realty Private Limited was incorporated as a wholly owned subsidiary of your company on January 6, 2010 with a solo motto to capture the opportunities in the real estate sector.

Further your company has diluted 47.62 % stake in March 2010 so as to argument funds for the subsidiaries expansion plans. Thus, your companys stake in the subsidiary as on March 31,2010 is 52.38%

As per Section 212 of the Companies Act, 1956, we are required to attach the Directors Report, Balance Sheet, and Profit and Loss account of our subsidiaries. We had applied to the Government of India for an exemption from such an attachment as we present the audited consolidated financial statements in the Annual Report. The Government of India has granted us an exemption from complying with Section 212. Accordingly, the Annual Report does not contain the financial statements of these subsidiaries. The audited annual accounts and related information of subsidiaries, where applicable, will be made available upon request. These documents will also be available for inspection during the business hours at our registered office in Mumbai, India.

Directors

Following are the changes in the Directorate of the company:-

Mrs. Sujata Chattopadhyay, Mr. Mukesh Agarwal, Mr. Govind Patodia were appointed as Independent Directors of the Company at the 16th Annual General Meeting held on September 30,2009.

Mr. Arihant Pamecha was appointed as an Additional Director of the company at the Board Meeting held on October 30,2009.

Mr. Mukesh Agrawal.Mrs. Sujata Chattopadhyay, Mr.Govind Patodia and Mr. Arihant Pamecha has resigned from the Board w.e.f. October 30,2009, January 30,2010 , January 30,2010 and March 26,2010 respectively. The Board places on record its sincere appreciation of the valuable services rendered by them during their tenure.

Mrs. Hemlata Poddar, Mr. Manak Chand Daga and Mr. Brij Mohan Agarwal and Mr. Ajay Kejriwal were appointed as Additional Directors of the Company at the Board Meeting held on January 30,2010 and May 29,2010 respectively holds office till the ensuing Annual General Meeting and being eligible, offers themselves for appointment at the ensuing Annual General Meeting. Resolutions seeking your approval for the appointment of Mrs, Hemlata Poddar, Mr. Manak Chand Daga, Mr.Brij Mohan Agarwal and Mr. Ajay Kejriwal have been incorporated in the Notice of the forthcoming Annual General Meeting along with brief about them.

Appointment of Company Secretary and Compliance Officer

Mr. Mahavir Prasad Toshniwal, possessing the required qualification, was appointed as the Company Secretary and Compliance Officer of the Company with effect from January 30,2010.

Management Discussion and Analysis

Managements Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange in India, is presented in a separate section forming part of the Annual report.

Consolidated Financial Results

Consolidated Financial Statements pursuant to Clause 41 of the Listing Agreement entered into with the Stock Exchange and prepared in accordance with the Accounting Standards prescribed by the Institute of Chartered Accountants of India, are attached for your reference.

Fixed Deposits

Your Company has not accepted any fixed deposits from public and is therefore not required to furnish information in respect of outstanding deposits under Non Banking Non Financial Companies (Reserve Bank) Directions, 1966 and the Companies (Acceptance of Deposits) Rules, 1975.

Auditors Report

The Auditors Report to the shareholders does not contain any qualifications. A company, whose securities are listed on the Stock Exchanges, is compulsorily required to follow the accounting standards prescribed by the Institute of Chartered Accountants of India. In accordance with the Accounting Standards AS 21 on consolidated financial statement read with Accounting Standard 23 on Accounting for Investments in Associates, the Directors have provided the Audited consolidated financial statements in the Annual Report. In the year under review provisions have been made for deferred tax liabilities/ (assets).

Auditors

The auditors, Gupta Shyam & Co, Chartered Accountants, retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if re-appointed.

Particulars of Employees

There were no employees drawing remuneration more than prescribed under Section 217(2A) of the Companies Act, 1956.

Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo

In view of the nature of activities which are being carried on by the company, Rules 2Aand 2B of the companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 concerning conservation of energy and technology absorption respectively are not applicable to the company. Further, there were no foreign exchange earnings or outgo during the year under review.

Corporate Governance

Your Company has complied with the requirements of Clause 49 of the Listing Agreement regarding Corporate Governance. A report on the corporate governance practices, the Auditors Certificate on compliance of mandatory requirements thereof and Management Discussion and Analysis are given as an annexure to this report.

Directors Responsibility Statement

Pursuant to Section 217(2AA)of the Companies Act, 1956, with respect to the Directors Responsibility Statement, it is hereby confirmed that:

i. In preparation of the annual accounts for the financial year ended March 31,2010,the applicable accounting standards have been followed and that there are no material departures from the same;

ii. The Directors have been selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2010, and of profit of the Company for the said period.

iii. The Directors have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for detecting fraud and other irregularities; and iv. The Directors have prepared the accounts for the financial year ended March 31,2010 on a going concern basis.

Acknowledgement

The Board of Directors wishes to place on record appreciation for the continued support and co-operation extended by Banks, Securities and Exchange Board of India, the Reserve Bank of India, the Stock Exchanges, other government authorities and other stakeholders. Your Directors would also like to take this opportunity to express their appreciation for the dedicated efforts of the employees of the Company. We look forward to continued support of all these partners in progress.

On behalf of the Board of Directors

Kamal Poddar Managing Director

Mumbai, May 29, 2010