Directors Report of Choksi Asia Ltd.

Mar 31, 2025

Your Directors'' are pleased to present the 33^rd Annual Report on the business and operations of the Company, together with the Audited Financial Statements for the financial year ended March 31, 2025.

INDUSTRY & BUSINESS OVERVIEW

Choksi Asia Limited ("the Company"), formerly known as Choksi Imaging Limited has engaged in processing as well as selling of X-Ray films, Lead Screens, Chemicals, Radiation Shielding Materials, X-Ray Generator, Radiography Camera, Radioactive Sources & trading of other related accessories.

FINANCIAL STATEMENTS AND STATE OF AFFAIRS OF THE COMPANY

The Company''s performance during the year ended March 31, 2025, as compared to the previous financial year, is summarized below:

(Rs. in lakhs)
Particulars	2024-2025	2023-2024*
Total Revenue	3856.37	1809.02
Profit/(Loss) Before Depreciation, Amortization, Exceptional & Extraordinary Items and Tax	491.1	168.18
Less: Depreciation and Amortization expense	18.40	18.38
Profit/(Loss) Before Exceptional & Extraordinary Items and Tax	472.70	149.80
Net Profit/(Loss) Before Tax (NPBT)	472.70	149.80
Less: Tax expenses	162.80	11.09
Net Profit/(Loss) After Tax (NPAT)	309.90	138.72
Amount available for appropriations	309.89	138.72

* The Figures for the financial year 2023-24 are merged figures after amalgamation of Choksi Asia Private Limited with Choksi Asia Limited.

Except as disclosed in this report, there are no material changes or commitments affecting the financial position of the Company which have occurred between the end of the financial year and the date of this Report. There were no material events that had an impact on the affairs of your Company. Pursuant to Scheme of Amalgamation, the Company has changed its object by passing special resolution through postal ballot on May 25, 2025.

FINANCES

The total long-term borrowings of your Company as on March 31, 2025 stood at Rs.295.04 lakhs, Cash and Cash Equivalent stood at Rs.999.03 lakhs and total investments is NIL at the end of the year.

CASH FLOW AND FINANCIAL STATEMENTS

As required under the regulation 34(2)(c) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Regulations) Requirements, 2015, a Cash Flow Statement is part of the Annual Report 2024-25.

OPERATIONS AND STATE OF COMPANY''S AFFAIRS

Choksi Asia Limited is undertaking processing as well as selling of X-Ray films, Lead Screens, Chemicals, Radiation Shielding Materials, X-Ray Generator, Radiography Camera, Radioactive Sources & trading of other related accessories.

PERFORMANCE REVIEW

The turnover of the Company for the year 2024-2025, under review has increased to Rs.3698.16 lakhs from Rs.1599.11 lakhs for the year 2023-2024.

The Company has made net profit of Rs.309.90 lakhs for the year 2024-2025 as compared to profit of Rs.138.72 lakhs for 2023-2024.

DIVIDEND

The Board has not recommended any final dividend for the year 2024-2025.

DIVIDEND DISTRIBUTION POLICY

As per Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and as per market capitalization, the Dividend Distributions Policy is not applicable to the Company for the year 2024-2025.

TRANSFER TO RESERVES

During the year under review, the Company has not transferred any amount to any of the reserves maintained by the Company.

SCHEME OF AMALGAMATION

The Company has successfully completed the amalgamation of Choksi Asia Private Limited (Transferor Company) with Choksi Asia Limited (Transferee Company, formerly known as Choksi Imaging Limited). In accordance with the Scheme of Amalgamation, the Company has issued and allotted Equity Shares and Non-Convertible Redeemable Preference Shares to the Members of the Transferor Company. Further, the process for listing of the Equity Shares has also been duly completed.

NAME CHANGE OF THE COMPANY

Pursuant to the Scheme of Amalgamation sanctioned by the Hon''ble NCLT, the Company has undergone significant restructuring and consolidation of its business operations. In order to provide a clear identity that appropriately represents the broader scope of activities and future direction of the merged entity, the Company has changed its name from "Choksi Imaging Limited" to "Choksi Asia Limited."

The new name has been adopted to suitably reflect the diversified nature of business and activities being undertaken by the Company post-amalgamation and to create a unified brand identity for all stakeholders.

The change of name has been duly approved by the Members of the Company and confirmed by the Registrar of Companies and all statutory and regulatory compliances in this regard have been completed.

OBJECT CLAUSE CHANGE

Pursuant to the Scheme of Amalgamation sanctioned by the Hon''ble NCLT, the Company has undertaken a comprehensive review of its Memorandum of Association to ensure that the charter documents adequately reflect the enlarged scope of operations arising out of the amalgamation. In this context, the Object Clause of the Company has been suitably amended to encompass and accommodate the diverse business activities of the merged entity. The modification has been carried out with the objective of aligning the Company''s constitutional framework with its present and future business requirements, thereby enabling the Company to effectively pursue the combined strengths, synergies and opportunities that have emerged as a result of the amalgamation.

CHANGE OF LOGO OF THE COMPANY

The Board of Directors of the Company has adopted a new logo in order to align the Company''s visual identity with its current vision and strategic direction. The modification involves the removal of certain visual gaps within the existing logo design to enhance clarity and visual appeal. The new logo represents our commitment for our customer-centric approach and forward-looking growth while retaining the core elements that define our legacy and credibility.

The new Logo is a registered logo of Choksi Asia Private Limited and our Company has initiated procedure to transfer proprietary rights of the logo from Choksi Asia Private Limited to Choksi Asia Limited pursuant to Scheme of Amalgamation.

SHARE CAPITAL

As on March 31, 2025, the Company had 39,00,000 equity shares. Pursuant to the Scheme of Amalgamation, the Company issued and allotted 27,51,000 equity shares on May 29, 2025 and cancelled 9,49,896 equity shares held as cross-holdings. Accordingly, as on the date of this Report, the aggregate number of equity shares of the Company stands at 57,01,104 which have been listed on BSE Limited.

Further, in accordance with the Scheme of Amalgamation, the Company has also issued 9,97,545 NonConvertible Redeemable Preference Shares ("NCRPS"). NCRPS do not carry voting rights and will not be listed.

During the year the Company has not issued any Equity Shares with differential voting rights, Sweat Equity Shares and Employee Stock Options.

As on March 31, 2025, none of the Directors of the Company held any instruments convertible into equity shares. There has also been no instance where the Company failed to implement any corporate action within the prescribed timelines.

FINANCIAL STATEMENTS

Your Company has consistently applied applicable accounting policies during the year under review. The Management evaluates all recently issued or revised accounting standards on an ongoing basis. The Company discloses standalone financial results on a quarterly basis which are subjected to limited review and publishes standalone audited financial statements on an annual basis along with audit report. There were no revisions made to the financial statements during the year under review.

The Standalone Financial Statements of the Company are prepared in accordance with the applicable Indian Accounting Standards as issued by the Institute of Chartered Accountants of India and forms an integral part of this Report.

REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

During the year under review, your Company did not have any Subsidiary, Material Subsidiary Associate and/or joint venture company.

CORPORATE GOVERNANCE REPORT & MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As per Regulation 15 (2) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the corporate governance report for the year 2024-2025 is attached herewith as an Annexure I.

A detailed Management Discussion and Analysis Report on Industry Structure and Developments, Operations, Performance, Business Outlook, Opportunities & Threats and Risks and Concerns, is presented in a separate section forming a part of the Annual Report as Annexure II.

DIRECTORS AND KEY MANAGERIAL PERSONNELâ¢ Director Retiring by Rotation

As per the provisions of Section 152 of the Companies Act, 2013, Mr. Samir Choksi and Mr. Jay Choksi retiring by rotation at the ensuing Annual General Meeting and being eligible, offered themselves for re-appointment and as recommended by Nomination and Remuneration Committee. Your directors recommended their re-appointment.

The information pursuant to Regulations 36 (3) of SEBI Listing Regulations and Secretarial Standards-2 are disclosed in the Notice of AGM.

â¢ Appointment or Re-appointment of Managing / Executive Directors.

During the year, the Company has not appointed or re-appointed any Executive Director/Managing Director or Whole time Director. The Board has recommended re-appointment of Mr. Samir Choksi as Managing Director and Mr. Jay Choksi as Whole time Director of the Company in its meeting held on May 29, 2025 with effect from August 1, 2025, subject to approval of Members of the Company in ensuing AGM.

â¢ Appointment/ Resignation/Expiry of Term of Independent Directors and declaration of independence.

During the year, the term of Mr. Himanshu Kishnadwala and Mr. Tushar Parikh has ceased. The Company has appointed Mr. Krishnakumar Parikh and Mrs. Shraddha Gandhi as Independent Directors of the Company w.e.f. September 1, 2024 and November 14, 2024, respectively, for a period of 5 (five) consecutive years. The Members of the Company have given their approval for the same.

The Board has appointed Mr. Tushar Parikh as Non-Executive Non-Independent Director (Additional) of the Company in its meeting held on August 12, 2025, with effect from August 12, 2025 for period of three years, subject to approval of Members of the Company in ensuing AGM.

In the opinion of the Board, the new Independent Directors fulfil the condition for appointment as an Independent Director on the Board. Further, in the opinion of the Board, they also possess the attributes of integrity, expertise and experience as required under Rule 8 (5) (iiia) of the Companies (Accounts) Rules, 2014.

â¢ Declaration by Independent Directors

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act 2013, read with rules made thereunder and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

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

Further, in terms of Section 150 of the Companies Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by the Indian Institute of Corporate Affairs. The Independent Directors who were required to clear the online proficiency selfassessment test have passed the test.

â¢ Appointment/Resignation of Key Managerial Personnel

During the year no appointment of Key Managerial Person has been made by the Company nor any Key Managerial Person has resigned. The re-appointment of Mr. Samir Choksi and Mr. Jay Choksi as Managing Director and Whole time Director, respectively, is due in this annual general meeting.

NOMINATION & REMUNERATION POLICY

The Board of Directors have framed a Nomination & Remuneration and Board Diversity 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 for payment of remuneration to Executive and Non-Executive Directors (by way of sitting fees and commission), Key Managerial Personnel and Senior Management.

During the year under review, the Board of Directors has amended the said policy to align it with the provisions of SEBI Listing Regulations. The updated Nomination, Remuneration and Board Diversity Policy is available on the Company''s website viz. https://www.choksiworld.com.

The policy also provides the criteria for determining qualifications, positive attributes and Independence of Director and criteria for appointment and removal of Directors, Key Managerial Personnel / Senior Management and performance evaluation which are considered by the Nomination and Remuneration Committee and the Board of Directors.

The Policy sets out a framework that assures fair and optimum remuneration to the Directors, Key Managerial Personnel, Senior Management Personnel such that the Company''s business strategies, values, key priorities and goals are in harmony with their aspirations. The policy lays emphasis on the importance of diversity within the Board, encourages diversity of thought, experience, background, knowledge, ethnicity and perspective at the time of appointment.

The Nomination, Remuneration and Board Diversity policy is directed towards achievement of goals. It is aimed at attracting and retaining high caliber talent.

BOARD EVALUATION

Your Company believes that the process of performance evaluation at the Board level is pivotal to its Board engagement and effectiveness. The Nomination and Remuneration Policy of the Company empowers the Board to formulate a process for effective evaluation of the performance of individual directors, Chaiperson, Committees of the Board and the Board as a whole pursuant to the provisions of the Act and Regulation 17 and Part D of Schedule II to the SEBI Listing Regulations.

The Board has carried out the annual performance evaluation of its own performance, Committees of the Board, Chairperson and each Director individually. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board''s functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specified duties, obligations and governance.

A separate exercise was carried out to evaluate the performance of individual Directors, who were evaluated on parameters such as level of engagement and contribution, independence of judgement, safeguarding the interest of the Company and its minority shareholders etc.

The Independent Directors of the Company met during the financial year 2024-2025, without the presence of Non-Independent Directors and members of the management to review the performance of Non-Independent Directors and the Board of Directors as a whole; reviewed the performance of the Chairperson and Managing Director of the Company and to assess the quality, quantity and timeliness of flow of information between the management and the Board of Directors. The performance evaluation of the Independent Directors was carried out by the entire Board.

The Directors expressed their satisfaction with the evaluation process. Dedicated time was reserved for Board feedback on the agenda.

DIRECTOR''S RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended March 31, 2025, the Audit Committee and Board of Directors hereby confirms that:

a. In the preparation of the annual accounts for the year ended March 31, 2025, the applicable accounting standards have been followed;

b. the Directors have 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 at the end of the financial year and of the profit and loss of the company for that period;

c. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. The Directors have prepared the annual accounts on a going concern basis;

e. The Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. And

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

DETAILS OF BOARD AND COMMITTEES'' COMPOSITION AND MEETINGS â¢ Board Meetings

The Board meets at regular intervals, inter-alia, to discuss and decide on the Company''s performance and strategies. During the financial year under review, the Board met 4 (Four) times on May 19, 2024, August 14, 2024, November 14, 2024 and February 14, 2025. The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board meetings and all recommendations made to it by its various committees.

Composition of Board of Directors;

Sr. No.	Name	Designation
1.	Mr. Krishnakumar Parikh	Non-Executive Independent Director & Chairperson
2.	Mrs. Brijal Desai	Non-Executive Independent Director
3.	Mrs. Shraddha Gandhi	Non-Executive Independent Director
4.	Mr. Samir Choksi	Managing Director
5.	Mr. Jay Choksi	Whole time Director and CFO
6.	Mr. Tushar Parikh#	Non-Executive Non-Independent Director

# Mr. Tushar Parikh was appointed as Non-Executive Non-Independent Director of the Company w.e.f. August 12, 2025, subject to approval of Members of the Company in ensuing AGM.

â¢ Committees of the Board

With a view to have a more focused attention on business and for better governance and accountability, the Board has constituted committees viz. Audit Committee, Stakeholders'' Relationship Committee and Nomination and Remuneration Committee.

The Board has accepted and executed all recommendations given by Audit Committee & other Committees of the Board.

Composition of Committees:
Sr. No.	Name	Audit Committee	Nomination & Remuneration Committee	Stakeholders Relationship Committee
1.	Mr. Krishnakumar Parikh	Chairperson	Member	Chairperson
2.	Mrs. Shraddha Gandhi	Member	Member	Member
3.	Mrs. Brijal Desai	Member	Chairperson	Member
4.	Mr. Samir Choksi	Member	-	-
5.	Mr. Jay Choksi	-	-	-

AUDIT COMMITTEE

The Audit Committee met four times during the financial year 2024-25 on May 19, 2024, August 14, 2024, November 14, 2024 and February 14, 2025. The necessary quorum was present for all Meetings. The Chairperson of the Audit Committee was present at the last Annual General Meeting of the Company. The Managing Director, Chief Financial Officer, Internal Auditors, Statutory Auditors and other Senior Managerial personnel attended the Audit Committee Meetings as an invitees. The Company Secretary acts as the Secretary to the Audit Committee.

Terms of Reference

Terms of reference are in compliance with the requirements under Section 177 of the Companies Act, 2013 and of Regulation 18 of the SEBI Listing Regulations. The terms of reference of the Audit Committee, inter alia, include:

1. Overseeing Company''s financial reporting process;

2. Reviewing with the management, the annual financial statements and auditor''s report thereon before submission to the board for approval;

3. Recommendation for appointment, re-appointment, remuneration and terms of appointment of Statutory and Internal auditors of the Company;

4. Reviewing the adequacy of internal audit function, discussion with internal auditors of any significant findings and follow up there on;

5. Evaluation of internal financial controls and risk management systems;

6. Approval of appointment of Chief Financial Officer;

7. Approval or any subsequent modification of transactions of the Company with related parties. NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee is constituted in accordance with the provisions of Section 178 of the Companies Act, 2013 and the provisions of Regulation 19 of the SEBI Listing Regulation.

The Committee met two times during the financial year 2024-25 on August 14, 2024 and November 14, 2024. The necessary quorum was present for all Meetings. The Chairperson of the Nomination and Remuneration Committee was present at the last Annual General Meeting of the Company. The Company Secretary acts as the Secretary to the Committee. The Nomination and Remuneration Policy has been disclosed on website of the Company.

Terms of Reference

The terms of reference of Nomination and Remuneration Committee are in compliance with the requirements under Section 178 of the Act and Regulation 19 of the SEBI Listing Regulations.

The terms of reference of the Nomination and Remuneration Committee, inter alia, include:

1. To identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down and recommend to the Board the appointment or removal of such persons;

2. To formulate criteria for evaluation of Board, its committees, individual directors and Chairperson;

3. To carry out evaluation of Board, its committees, individual directors and Chairperson;

4. To devise a policy on Board Diversity;

5. To review and approve the Nomination & Remuneration Policy of the Company;

6. To review, recommend and/ or approve remuneration to Directors, KMP and Senior Management;

7. Oversight of the familiarization programme of Directors.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee is constituted in accordance with the provisions of Section 178 of the Companies Act, 2013 and the provisions of Regulation 20 of the SEBI Listing Regulation.

The Committee met once during the financial year 2024-25 on May 19, 2024. The necessary quorum was present for all Meetings. The Chairperson of the Stakeholders Relationship Committee was present at the last Annual General Meeting of the Company. The Company Secretary acts as the Secretary to the Committee.

Terms of Reference

The terms of reference of Stakeholders Relationship Committee are in compliance with the requirements under Section 178 of the Act and Regulation 20 of the SEBI Listing Regulations. The terms of reference of the Stakeholders Relationship Committee, inter alia, include:

1. Resolving the grievances of the security holders of the Company;

2. Reviewing of the various measures and initiatives taken by the Company for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/ annual reports/statutory notices by the shareholders of the Company;

3. Review of adherence to the service standards adopted by the Company in respect of various services being rendered by the Registrar & Share Transfer Agent;

4. To deal with all matters relating to issue of duplicate share certificate, transmission of securities etc. RELATED PARTY TRANSCATIONS

All contracts / arrangements / transactions entered by the Company during the financial year with related parties are given in Annexure III in form AOC-2. Except as provided in AOC-2, There were no material related party transactions during the year under review with the Promoters, Directors or Key Managerial Personnel of the Company.

Prior omnibus approval of the Audit Committee is obtained for the transactions which are repetitive in nature. A statement of all Related Party Transactions were placed before the Audit Committee for its review on a quarterly basis, specifying the nature, value and terms and conditions of the transactions.

Further, the details of the related party transactions as required under Accounting Standard - 24 are set out in Notes to the Financial Statements forming part of this Annual Report.

None of the Directors have any pecuniary relationship or transactions vis-a-vis the Company except remuneration, profit-based commission, professional and sitting fee, if any.

The Policy on Related Party Transactions as approved by the Board has been uploaded on the website of the Company i.e www.choksiworld.com.

DEPOSITS

During the year under review, the Company neither accepted any deposits nor there were any

amounts outstanding at the beginning of the year which were classified as ''Deposits'' in terms of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 and hence, the requirement for furnishing of details of deposits which are not in compliance with the Chapter V of the Companies Act, 2013 is not applicable.

The Company has accepted deposits from its Director. The detailed disclosure on the same is given in Financial Statement of the Company.

AUDITORS AND THEIR REPORTSâ¢ Appointment of Statutory Auditors

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, Audit Committee and Board of Directors of the Company had reappointed M/s. Karia & Shah, Chartered Accountants (FRN: 112203W), as a Statutory Auditors of the Company for second term of five years from conclusion of 30^th Annual General Meeting till conclusion of 35^th Annual General Meeting of the Company to be held in the year 2027 at a remuneration of Rs.1,50,000 (Rupee One Lakh Fifty Thousand only) excluding out of pocket expenses. As per said resolution the Board has power to make revision in the fees of the Statutory Auditor. The Company has received a confirmation from the Auditors that they are not disqualified to act as the Auditors and are eligible to hold the office as Auditors of the Company.

Statutory Auditors'' Report

The Statutory Auditors'' Report forms part of the Annual Report. The Statutory Auditor''s report does not contain any qualification, reservation or adverse remark for the year under review. There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and / or Board under Section 143(12) of Act and Rules framed thereunder.

â¢ Appointment of Secretarial Auditors

Pursuant to provisions of Section 204 read with rules made thereunder, appointment of Mrs. Nikita Pedhdiya, Nikita Pedhdiya & Associates, Practicing Company Secretaries (FCS: 7875, C.P No. 14295) is due in this AGM.

Secretarial Audit Report

The report of the Secretarial Auditor is annexed herewith as Annexure IV.

The said report does not contain any observation or qualification requiring explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

Annual Secretarial Compliance Report

In accordance with Regulation 24A of the of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Secretarial Compliance Report for the financial year 20242025 on compliance of all applicable SEBI Regulations and circulars/ guidelines has been received from Nikita Pedhdiya & Associates. The copy of aforesaid report is available on website of BSE Limited.

â¢ Internal Auditors

Pursuant to provisions of Section 138 read with rules made thereunder, the Board had reappointed R. S. Bindra & Co., Chartered Accountants, (Membership No. 049684), as the Internal Auditors of the Company for the Financial Year 2024-2025 to check the internal controls and functioning of the activities and recommend ways of improvement. The half-yearly internal audit reports were placed in the Audit Committee Meeting and the Board Meeting for their consideration and direction.

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

â¢ Cost Auditors

As per provisions of Section 148 of the Companies Act, 2013 read with Notifications/Circulars issued by the Ministry of Corporate Affairs from time to time, the requirement of appointment of Cost Auditor is not applicable to your Company.

INTERNAL CONTROL & FINANCIAL REPORTING SYSTEMS

Internal Financial Control and Risk Management are integral to the Company''s strategy and for the achievement of the long-term goals. A company''s success as an organization depends on its ability to identify and leverage the opportunities while managing the risks. In the opinion of the Board, the Company has robust internal financial controls which are adequate and effective during the year under review.

Your Company has an effective internal control and risk-mitigation system, which is constantly assessed and strengthened with new/revised standard operating procedures. The Company''s internal control system is strong and commensurate with its size, scale and complexities of operations.

R. S. Bindra & Co., Chartered Accountants were the internal auditors of the Company for the Financial Year 2024-25. Business risks and mitigation plans are reviewed and the internal audit processes include evaluation of all critical and high-risk areas. Critical functions are reviewed rigorously and the reports are shared with the Management for timely corrective actions, if any.

The major focus of internal audit is to review business risks, test and review controls, assess business processes besides benchmarking controls with best practices in the industry.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and are also apprised of the internal audit findings and corrective actions. The Audit Committee suggests improvements and utilizes the reports generated from a Management Information System integral to the control mechanism. The Audit Committee of the Board of Directors, Statutory Auditors and Executive Management are periodically apprised of the internal audit findings and corrective actions.

Risk management is embedded within the Company''s operating framework and the Company has a well-defined, internal financial control structure. During the year under review, these controls were evaluated and no material weaknesses were observed in their design or operations.

REPORTING UNDER NFRA

During the year 2024-2025, the reporting under National Financial Reporting Authority is not applicable to the Company.

RISK MANAGEMENT

In accordance with Section 134 of the Companies Act, 2013, the Company has in place a system for risk assessment and minimization to avoid events, situations or circumstances which may lead to negative consequences on the Company''s businesses and define a structured approach to manage uncertainty. Key business risks and their mitigation are considered in the business plans and in periodic management reviews.

The Constitution of Risk Management Policy and Committee is not applicable to your Company. Some of the risks and threats that the company is exposed to are-

Technological Obsolescence

The company strongly believes that technological obsolescence is a practical reality. Technological obsolescence is evaluated on a continual basis. The innovation and advancement in technology is concentrated on improving the processing of the films, increasing the output by reducing the time-lag involved and reducing the wastages.

Fluctuations in Foreign Exchange

While our functional currency is the Indian rupee, we transact considerable amount of our business in USD/Euro. The Company has made appropriate provision considering risk on account of adverse currency movements in global foreign exchange markets.

Legal Factors

Legal risk is the risk in which the Company is exposed to legal action. As the Company is governed by various laws and the Company has to do its business within four walls of law, where the Company is exposed to legal risk exposure.

HUMAN RESOURCES

The Company regards its human resources as amongst its most valuable assets and proactively reviews policies and processes by creating a work environment that encourages initiative, provides challenges and opportunities and recognizes the performance and potential of its employees.

At Choksi Asia Limited, there is consistent emphasis on each individual''s sense of responsibility, while simultaneously working as a part of a team. This results in our people''s ability to work in perfect harmony despite coming from different disciplines. As of March 31, 2025, the number of employees on our payroll was 9.

Further, during the year, the company has complied with provisions of Maternity Benefit Act 1961.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO(A) Conservation of energy(i) The steps taken or impact on conservation of energy;

We had replaced Voltas Air Condition Plant which was having rotary compressors with Bluestar Scroll compressor-based plant. This has resulted in 25% saving in energy consumption.

(ii) The steps taken by the company for utilizing alternate sources of energy.

The Company is finding ways for utilizing alternate sources of energy.

(iii) The capital investment on energy conservation equipments.

Not applicable.

(B) Technology absorption.

(i) the efforts made towards technology absorption.

During the year, the Company has not absorbed or imported any technologies.

(ii) the benefits derived like product improvement, cost reduction, product development or import substitution.

Not applicable.

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

Not applicable.

(iv) the expenditure incurred on Research and Development.

Not applicable.

FOREIGN EXCHANGE EARNINGS AND OUTGO
Sr. No.	Particulars	Current year (Rs. In Lakhs)	Previous Year (Rs. In Lakhs)
1.	Foreign Exchange Earnings	14.96	0.75
2.	Foreign Exchange Outgo	635.84	325.88

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The information required under Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is provided in Annexure V forming part of this report.

The details of top ten employee and details of employee as per Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 does not form part of aforesaid report. Any member interested in obtaining a copy of the same may write to the Company Secretary at [email protected]

None of the employees listed in the said Annexure is a relative of any Director of the Company. None of the employees hold (by himself/herself or along with his/her spouse and dependent children) more than two percent of the Equity Shares of the Company.

REMUNERATION TO THE DIRECTORS

The details of remuneration to executive directors of the Company have been disclosed in Financial Statement.

CODE OF CONDUCT

The Board has adopted code of conduct for Directors and Senior Management of the Company. The code of conduct is available on the website of the Company. The Company has received declaration of compliance with the Code of Conduct from all Directors and Senior Management. The Declaration by Managing Director affirming compliance of the Board of Directors and senior management to the code of conduct is appended to this Report and an Annexure VI.

WHISTLE BLOWER POLICY /VIGIL MECHANISM POLICY

Your Company is focused to ensure that ethics continue to be the bedrock of its corporate operations. It is committed to conducting its business in accordance with the highest standards of professionalism and ethical conduct in line with the best governance practices.

The Company has a Whistle blower Policy in compliance with the provisions of Section 177(10) of the Act and Regulation 22 of the SEBI Listing Regulations. During the year under review, the policy was modified to make it more comprehensive and adequate to deal with issues and to align it with current market practices.

The Policy provides adequate protection to the Directors, employees and business associates who report unethical practices and irregularities. The Policy provides details for access to the Chairperson of the Audit Committee.

Any incidents that are reported are investigated and suitable action is taken in line with the Whistle Blower Policy. The Whistle Blower Policy has been appropriately communicated within the Company across all levels and is available on the website of the Company at www.choksiworld.com. The Company affirms that no personnel has been denied access to the Audit Committee. During the year, the Company has not received any complaint under whistle blower mechanism.

SEXUAL HARASSMENT POLICY

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

The Company is committed to providing a safe and conducive work environment to all its employees and associates. All women employees whether permanent, temporary or contractual are covered under the above policy. The said policy has been posted on the notice board of the Company for information of all employees. An Internal Complaints Committee (ICC) has been set up in compliance with the POSH Act. During the year under review, no complaints were reported to the Board.

DECLARATION SIGNED BY THE CHIEF EXECUTIVE OFFICER AND MANAGING DIRECTOR

The certification by the Managing Director and Chief Financial Officer of the Company, in compliance of Regulation 17(8) read with Part B, Schedule II of the SEBI Listing Regulations, is annexed herewith as a part of the report in Annexure VI.

SECRETARIAL STANDARDS

During the year, the Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India.

CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 of the Companies Act, 2013 pertaining to Corporate Social Responsibility are not applicable to your Company for the year 2024-25.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING

Pursuant to Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI circulars issued from time to time, the Business Responsibility and Sustainability Reporting for the financial year ended March 31, 2025, is not applicable to the Company.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 134(3)(a) and Section 92(3) of the Act read with Companies (Management and Administration) Rules, 2014, the draft Annual Return of the Company in Form MGT-7 for Financial Year 2024-25 has been placed on the Company''s website.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY COMPANY

The particulars of Loans, Guarantees and Investments, if any have been disclosed in the Financial Statements read together with Notes annexed to and forming an integral part of the Financial Statements.

OTHER DISCLOSURE

â¢ During the year 2024-2025, the Company had received request from Promoter of the Company to re-classify herself from Promoter category to Public category. The detailed disclosures on reclassifications are available on BSE portal and website of the Company. The reclassification request has been approved by the BSE Limited.

â¢ The Company had received of order from Commissioner of Customs from the Authority for payment of Special Additional Duty along with penalty against exemption availed by the Company pursuant to Notification No. 45/2005 - Customs dated May 16, 2005. The Company has filed an appeal against order with Customs, Excise & Service Tax Appellate Tribunal, West Zonal Bench, Mumbai on May 25, 2015.

â¢ There is no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 against the Company, during the year.

Except mentioned above, no significant or material orders were passed by the Regulators or Courts

or Tribunals which impact the going concern status and Company''s operations in future.

AWARDS AND ACCOLADES

During the year, the Company has not received any Award.

DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT

As per regulation 34(3) read with Schedule V of the SEBI Listing Regulations, no shares of the Company are lying in the suspense account.

DETAILS OF UNCLAIMED AND UNPAID DIVIDENDS AND TRANSFER OF SHARES TO IEPF

In accordance with Section 125 of the Companies Act, 2013 read with the IEPF rules made thereunder, the amounts of dividend that remain unpaid or unclaimed for a period of seven years will be transferred to the Investor Education and Protection Fund (IEPF) established by the Central Government. Members can claim the unclaimed dividend from the Company before transfer to the IEPF by making their claim to the Company or by contacting the Registrar and Transfer Agent.

Further, in terms of Section 124(6) of the Companies Act, 2013, read with the IEPF rules made thereunder, all the shares in respect of which dividend has remained unpaid/unclaimed for seven consecutive years or more from the date of transfer to the unpaid dividend account are required to be transferred to the demat account of the IEPF. Members are informed that in terms of the provisions of Section 124 of the Companies Act, 2013, once unclaimed dividend and shares are transferred to IEPF, no claim shall lie against the Company in respect thereof. However, members may apply for the same with the IEPF authority by making an application in the prescribed web Form No. IEPF-5. Accordingly, all the shares in respect of which dividends were declared upto the financial year ended 2017-18 and remained unclaimed for a continuous period of seven years have been transferred to the demat account of IEPF. The details of unpaid/ unclaimed dividend and equity shares so transferred are uploaded on the website of the Company at www.choksiworld.com as well as that of the Ministry of Corporate Affairs, Government of India at http:// www.mca.gov.in

HEALTH AND SAFETY MEASURES

The standards of health of workers and safety measures have been taken into consideration as required by the Factories Act, 1948 and the rules framed there under have been maintained by your Company.

CAUTIONARY STATEMENT

Statements in this Board''s Report and annexures, Management Discussion and Analysis Report describing the Company''s objectives, expectations or predictions may be forward looking within the meaning of applicable securities, laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Company''s operations include change in government regulations, tax laws, economic & political developments within and outside the country.

ACKNOWLEDGEMENTS AND APPRECIATION

Your Directors wish to thank all the employees of the Company for their dedicated service during the year. They would also like to place on record their appreciation for the continued co-operation and support received by the Company during the year from bankers, financial institutions, business partners and other stakeholders.

Your Directors give their warm gratitude to the Members for their faith in the Company. The Directors also sincerely appreciate the professionalism and dedication displayed by the employees of the Company.

Mar 31, 2024

Your Directors are pleased to present the 32^nd Annual Report on the business and operations of the Company, together with the Audited Financial Statements for the financial year ended March 31, 2024.

INDUSTRY & BUSINESS OVERVIEW

Your Company was formed with the objective of manufacturing and trading of healthcare products, mainly Medical X-Ray Films and supply of other products to the Healthcare Industry. Presently, the Company is carrying on the business of processing of Jumbo Rolls of X-ray films by slitting and cutting it into various sizes of X-ray films as per the requirement of the customers on a job-work basis.

FINANCIAL STATEMENTS AND STATE OF AFFAIRS OF THE COMPANY

The Company''s performance during the year ended March 31, 2024, as compared to the previous financial year, is summarized below:

Particulars	2023-2024	2022-2023
Total Revenue	230.43	192.88
Profit/(Loss) Before Depreciation, Amortization, Exceptional & Extraordinary Items and Tax	(81.08)	(28.11)
Less: Depreciation and Amortization expense	16.40	16.33
Profit/(Loss) Before Exceptional & Extraordinary Items And Tax	(97.48)	(44.44)
Net Profit/(Loss) Before Tax (NPBT)	(97.48)	(44.44)
Less: Tax expenses	(51.80)	3.11
Net Profit/(Loss) After Tax (NPAT)	(45.68)	(47.54)
Amount available for appropriations	(45.68)	(47.54)

Except as disclosed in this report, there are no material changes or commitments affecting the financial position of the Company which have occurred between the end of the financial year and the date of this Report. There were no material events that had an impact on the affairs of your Company. There is no change in the nature of your Company''s business during the year under review.

FINANCES

The total long-term borrowings of your Company as on March 31, 2024 stood at NIL, Cash and Cash Equivalent stood at Rs.479.74 lakh and total investments is NIL at the end of the year.

OPERATIONS AND STATE OF COMPANY''S AFFAIRS

As stated above, the Company was formed with the objective of manufacturing and trading of healthcare products, mainly Medical X-Ray Films and supply of other products to the Healthcare Industry. Presently, the Company is carrying on the business of processing of Jumbo Rolls of X-ray

films by slitting and cutting it into various sizes of X-ray films as per the requirement of the customers on a job-work basis. Post amalgamation of Choksi Asia Private Limited with Choksi Imaging Limited, the merged entity will undertake processing as well as selling of X-Ray films, Lead Screens, Chemicals, Radiation Shielding Materials, X-Ray Generator, Radiography Camera, Radioactive Sources, trading of other related accessories.

PERFORMANCE REVIEW

The turnover of the Company for the year 2023-2024, under review has increased to Rs.126.7 lakh from Rs.76.92 lakh for the year 2022-2023.

The Company has loss of Rs.45.68 lakh for the year 2023-2024 as compared to loss of Rs.47.54 lakh for 2022-2023.

DIVIDEND

The Board has not recommended any final dividend for the year 2023-2024.

DIVIDEND DISTRIBUTION POLICY

As per Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, and as per market capitalization, the Dividend Distributions policy is not applicable to the Company for the year 2023-2024.

TRANSFER TO RESERVES

During the year under review, the Company has not transferred any amount to any of the reserves maintained by the Company.

SCHEME OF AMALGAMATION

The Board of Directors of the Choksi Imaging Limited (Transferee Company) and Choksi Asia Private Limited (Transferor Company) have approved in their board meeting held on March 22, 2023, the Scheme of Amalgamation (''Scheme''), between Choksi Asia Private Limited (Transferor Company) and Choksi Imaging Limited (Transferee Company) and their respective Shareholders and Creditors (if any), in respect of amalgamating the entire business of Choksi Asia Private Limited with Choksi Imaging Limited on a going concern basis.

Choksi Imaging Limited had made an application to BSE Limited on April 15, 2023, pursuant to Regulation 37 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015 for the proposed Scheme of Amalgamation under Sections 230 to 232 read with Section 66 and other applicable provisions of the Companies Act, 2013. The Company has received Observation Letter from BSE Limited on October 4, 2023, with no adverse remark.

Thereafter, the Company had filed various applications to NCLT. The Hon''ble NCLT had instructed to convey and conduct meeting of Equity shareholders of the Company on Tuesday, August 13, 2024. The Company has conducted the same and is in process to file a second motion application.

All disclosures and other documents pertaining to aforesaid amalgamation are available on the website of the Company. i.e. www.choksiworld.com.

SHARE CAPITAL

There was no change in the paid-up share capital during the year under review. The paid-up Equity Share Capital as of March 31, 2024, stood at Rs.390 lakh.

The Company does not have any outstanding paid-up preference share capital as on the date of this Report. During the year under review, the Company has neither issued any shares with differential voting rights nor granted any stock options or sweat equity or warrants.

As on March 31, 2024, none of the Directors of the Company hold instruments convertible into Equity Shares of the Company. There is no instance where the Company failed to implement any corporate action within the specified time limit.

FINANCIAL STATEMENTS

REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

During the year under review, your Company did not have any Subsidiary, Material Subsidiary Associate and/or joint venture company.

CORPORATE GOVERNANCE REPORT & MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As per Regulation 15 (2) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is not requiring to submit corporate governance report for the year 2023-2024.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

â¢ Director Retiring by Rotation

As per the provisions of Section 152 of the Companies Act, 2013, Mr. Samir Choksi and Mr. Jay Choksi retire by rotation at the ensuing Annual General Meeting and being eligible, offered themselves for reappointment and as recommended by Nomination and Remuneration Committee for re-appointment. Your directors recommended their re-appointment.

The information pursuant to Regulations 36 (3) of SEBI Listing Regulations and Secretarial Standards-2 are disclosed in the Notice of AGM.

â¢ Appointment or Re-appointment of Managing / Executive Directors.

During the year, the Company has not appointed or re-appointed any Executive Director/Managing Director or Whole time Director.

â¢ Appointment/ Resignation of Independent Directors and declaration of independence.

During the year, the Company has regularized Mrs. Brijal Desai as an Independent Woman Director with effect from January 6, 2023 for the period of 3 (three) consecutive years.

As the term of Mr. Himanshu Kishnadwala and Mr. Tushar Parikh is ceasing in ensuing Annual General Meeting, the Company has appointed Mr. Krishnakumar Parikh as an independent Director of the Company w.e.f. September 1, 2024 for a period of 5 (five) consecutive years, subject to approval of Members of the Company.

In the opinion of the Board, the new independent Director fulfils the condition for appointment as an Independent Director on the Board. Further, in the opinion of the Board, he also possesses the attributes of integrity, expertise and experience as required under Rule 8 (5) (iiia) of the Companies (Accounts) Rules, 2014.

â¢ Declaration by Independent Directors

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act 2013, read with rules made thereunder, and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

Further, in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by the Indian Institute of Corporate Affairs. The Independent Directors who were required to clear the online proficiency self-assessment test have passed the test.

â¢ Appointment/Resignation of Key Managerial Personnel

During the year no appointment of Key Managerial Person has been made by the Company nor any Key Managerial Person has resigned.

NOMINATION & REMUNERATION POLICY

The Nomination, Remuneration and Board Diversity policy is directed towards achievement of goals. It is aimed at attracting and retaining high caliber talent.

BOARD EVALUATION

Your Company believes that the process of performance evaluation at the Board level is pivotal to its Board engagement and effectiveness. The Nomination and Remuneration Policy of the Company empowers the Board to formulate a process for effective evaluation of the performance of individual directors, Committees of the Board and the Board as a whole pursuant to the provisions of the Act and Regulation 17 and Part D of Schedule II to the SEBI Listing Regulations.

The Independent Directors of the Company met during the financial year 2023-2024, without the presence of Non-Independent Directors and members of the management to review the performance of Non-Independent Directors and the Board of Directors as a whole; review the performance of the Chairman and Managing Director of the Company and to assess the quality, quantity and timeliness of flow of information between the management and the Board of Directors. The performance evaluation of the

Independent Directors was carried out by the entire Board.

The Directors expressed their satisfaction with the evaluation process. Dedicated time was reserved for Board feedback on the agenda. Board interaction between meetings was stepped up through calls with individual Directors on various topics.

DIRECTOR''S RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended March 31, 2024, the Audit committee and Board of Directors hereby confirms that:

a. In the preparation of the annual accounts for the year ended March 31, 2024, the applicable accounting standards have been followed along with proper explanation relating to material

departures;

d. The Directors have prepared the annual accounts on a going concern basis;

e. The Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. And

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

DETAILS OF BOARD AND COMMITTEES'' COMPOSITION AND MEETINGS

â¢ Board Meetings

The Board meets at regular intervals, inter-alia, to discuss and decide on the Company''s performance and strategies. During the financial year under review, the Board met 4 (Four) times on May 29, 2023, August 14, 2023, November 7, 2023 and February 3, 2024. The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board meetings and all recommendations made to it by its various committees.

Composition of Board of Directors;

Sr. No.	Name	Designation
1.	Mr. Himanshu Kishnadwala	Independent Director
2.	Mr. Tushar Parikh	Independent Director
3.	Mrs. Brijal Desai	Independent Director
4.	Mr. Samir Choksi	Managing Director
5.	Mr. Jay Choksi	Whole time Director and CFO
6.	Mr. Krishnakumar Parikh	Independent Director (w.e.f. September 1, 2024)

â¢ Committees of the Board

The Board has accepted and executed all recommendation given by Audit Committee & other Committees of the Board.

Composition of Committees;

Sr. No.	Name	Audit Committee	Nomination & Remuneration Committee	Stakeholders Relationship Committee
1.	Mr. Himanshu Kishnadwala	Chairman	Member	Chairman
2.	Mr. Tushar Parikh	Member	Chairman	Member
3.	Mrs. Brijal Desai	-	Member	-
4.	Mr. Samir Choksi	Member	-	Member
5.	Mr. Jay Choksi	-	_-	_-

AUDIT COMMITTEE

The Audit Committee met four times during the financial year 2023-24 on May 29, 2023, August 14,

2023, November 7, 2023 and February 3, 2024. The necessary quorum was present for all Meetings. The Chairperson of the Audit Committee was present at the last Annual General Meeting of the Company. The Managing Director, Chief Financial Officer, Internal Auditors, Statutory Auditors and other Senior Managers attended the Audit Committee Meetings as invitees. The Company Secretary acts as the Secretary to the Audit Committee.

Terms of Reference

1. Overseeing Company''s financial reporting process;

2. Reviewing with the management, the annual financial statements and auditor''s report thereon before submission to the board for approval;

3. Recommendation for appointment, re-appointment, remuneration and terms of appointment of Statutory and Internal auditors of the Company;

4. Reviewing the adequacy of internal audit function, discussion with internal auditors of any significant findings and follow up there on;

5. Evaluation of internal financial controls and risk management systems;

6. Approval of appointment of Chief Financial Officer;

7. Approval or any subsequent modification of transactions of the Company with related parties. NOMINATION AND REMUNERATION COMMITTEE

The Committee met two times during the financial year 2023-24 on May 29, 2023 and February 3,

2024. The necessary quorum was present for all Meetings. The Chairperson of the Nomination and Remuneration Committee was present at the last Annual General Meeting of the Company. The Company Secretary acts as the Secretary to the Committee. The Nomination and Remuneration Policy has been disclosed on website of the Company.

Terms of Reference

The terms of reference of Nomination and Remuneration Committee are in compliance with the requirements under Section 178 of the Act and Regulation 19 of the SEBI Listing Regulations.

The terms of reference of the Nomination and Remuneration Committee, inter alia, include:

2. To formulate criteria for evaluation of Board, its committees, individual directors and Chairperson;

3. To carry out evaluation of Board, its committees, individual directors and Chairperson;

4. To devise a policy on Board Diversity;

5. To review and approve the Nomination & Remuneration Policy of the Company;

6. To review, recommend and/ or approve remuneration to Directors, KMP and Senior Management;

7. Oversight of the familiarization programme of Directors.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee is constituted in accordance with the provisions of Section 178 of the Companies Act, 2013 and the provisions of Regulation 20 of the SEBI Listing Regulation.

The Committee met once during the financial year 2023-24 on May 29, 2023. The necessary quorum was present for all Meetings. The Chairperson of the Stakeholders Relationship Committee was present at the last Annual General Meeting of the Company. The Company Secretary acts as the Secretary to the Committee

Terms of Reference

1. Resolving the grievances of the security holders of the Company;

3. Review of adherence to the service standards adopted by the Company in respect of various services being rendered by the Registrar & Share Transfer Agent;

4. To deal with all matters relating to issue of duplicate share certificate, transmission of securities etc. RELATED PARTY TRANSCATIONS

All contracts / arrangements / transactions entered by the Company during the financial year with related parties are given in Annexure II in form AOC-2. Except as provided in AOC-2, There were no material related party transactions during the year under review with the Promoters, Directors or Key Managerial Personnel of the Company.

Prior omnibus approval of the Audit Committee is obtained for the transactions which are repetitive in nature. A statement of all Related Party Transactions is placed before the Audit Committee for its review on a quarterly basis, specifying the nature, value and terms and conditions of the transactions.

Further, the details of the related party transactions as required under Accounting Standard - 24 are set out in Note to the financial statements forming part of this Annual Report.

None of the Directors have any pecuniary relationship or transactions vis-a-vis the Company except remuneration, profit-based commission, professional and sitting fee, if any.

The Policy on Related Party Transactions as approved by the Board has been uploaded on the website of the Company i.e www.choksiworld.com.

DEPOSITS

During the year under review, the Company neither accepted any deposits nor there were any amounts outstanding at the beginning of the year which were classified as ''Deposits'' in terms of

Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 and hence, the requirement for furnishing of details of deposits which are not in compliance with the Chapter V of the Companies Act, 2013 is not applicable.

AUDITORS AND THEIR REPORTS

â¢ Appointment of Statutory Auditors

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, Audit Committee and Board of Directors of the Company had reappointed M/s. Karia & Shah, Chartered Accountants (FRN: 112203W), as a Statutory Auditors of the Company for second term of five years from conclusion of 30^th Annual General Meeting till conclusion of 35^th Annual General Meeting of the Company to be held in the year 2027 at a remuneration of Rs.1,50,000 (Rupee One Lakh Fifty Thousand only) excluding out of pocket expenses. The Company has received a confirmation from the Auditors that they are not disqualified to act as the Auditors and are eligible to hold the office as Auditors of the Company.

Statutory Auditors'' Report

â¢ Appointment of Secretarial Auditors

Pursuant to provisions of Section 204 read with rules made thereunder, Mrs. Nikita Pedhdiya, Nikita Pedhdiya & Associates, Practicing Company Secretaries (C.P No. 14295) had been reappointed to undertake Secretarial Audit of the Company for the year 2023-2024.

Secretarial Audit Report

The report of the Secretarial Auditor is annexed herewith as Annexure III.

The said report does not contain any observation or qualification requiring explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

Annual Secretarial Compliance Report

In accordance with Regulation 24A of the of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Secretarial Compliance Report for the financial year 20232024 on compliance of all applicable SEBI Regulations and circulars/ guidelines is not applicable to the Company.

â¢ Internal Auditors

Pursuant to provisions of Section 138 read with rules made thereunder, the Board had reappointed R. S. Bindra & Co., Chartered Accountants, (Membership No. 049684), as an Internal Auditors of the Company for the period 2023-2024 to check the internal controls and functioning of the activities and recommend ways of improvement. The half-yearly internal audit reports were placed in the Audit Committee Meeting and the Board Meeting for their consideration and

â¢ Cost Auditors

INTERNAL CONTROL & FINANCIAL REPORTING SYSTEMS

R. S. Bindra & Co., Chartered Accountants were the internal auditors of the Company for the FY 202324. Business risks and mitigation plans are reviewed and the internal audit processes include evaluation of all critical and high-risk areas. Critical functions are reviewed rigorously, and the reports are shared with the Management for timely corrective actions, if any.

The major focus of internal audit is to review business risks, test and review controls, assess business processes besides benchmarking controls with best practices in the industry.

REPORTING UNDER NFRA

During the year 2023-2024, the reporting under National Reporting Financial Authority is not applicable to the Company.

RISK MANAGEMENT

In accordance with Section 134 of the Companies Act, 2013, the Company has in place a system for

risk assessment and minimization to avoid events, situations or circumstances which may lead to negative consequences on the Company''s businesses and define a structured approach to manage uncertainty. Key business risks and their mitigation are considered in the business plans and in periodic management reviews.

The Constitution of Risk Management Policy and Committee is not applicable to your Company. Some of the risks and threats that the company is exposed to are-

Technological Obsolescence

Fluctuations in Foreign Exchange

While our functional currency is the Indian rupee, we transact a non-significant portion of our business in USD. The Company has made appropriate provision considering risk on account of adverse currency movements in global foreign exchange markets.

Legal Factors

HUMAN RESOURCES

At Choksi Imaging Limited, there is consistent emphasis on each individual''s sense of responsibility, while simultaneously working as a part of a team. This results in our people''s ability to work in perfect harmony despite coming from different disciplines. As of March 31, 2024, the number of employees on our payroll was 4.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

(A) Conservation of energy

(i) The steps taken or impact on conservation of energy;

We had replaced Voltas Air Condition Plant which was having rotary compressors with Bluestar Scroll compressor-based plant. This has resulted in 25% saving in energy consumption.

(ii) The steps taken by the company for utilizing alternate sources of energy.

The Company is finding ways for utilizing alternate sources of energy.

(iii) The capital investment on energy conservation equipments.

N.A.

(i) the efforts made towards technology absorption.

During the year, the Company has not absorbed or imported any technologies.

(ii) the benefits derived like product improvement, cost reduction, product development or import substitution.

N.A.

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

N.A.

(iv) the expenditure incurred on Research and Development.

N.A.

FORFIGN FXfHANGF FARNINGS AND OUTGO

Sr. No.	Particulars	Current year (Rs. In Lakh)	Previous Year (Rs. In Lakh)
1.	Foreign Exchange Earnings	0.00	0.00
2.	Foreign Exchange Outgo	0.00	0.00

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

REMUNERATION TO THE DIRECTORS

All executive Directors of the Company have waived off their remuneration w.e.f. August 2017. The Criteria for making payments to non-executive directors has been disclosed on website at www.choksiworld.com.

CODE OF CONDUCT

The Board has adopted code of conduct for Directors and senior management of the Company. The code of conduct is available on the website of the Company. The Company has received declaration of compliance with the Code of Conduct from all Directors and senior management. The Declaration by Managing Director affirming compliance of the Board of Directors and senior management to the code of conduct is appended to this Report.

WHISTLE BLOWER POLICY /VIGIL MECHANISM POLICY

SEXUAL HARASSMENT POLICY

DECLARATION SIGNED BY THE CHIEF EXECUTIVE OFFICER AND MANAGING DIRECTOR

SECRETARIAL STANDARDS

During the year, the Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India.

CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 of the Companies Act, 2013 pertaining to Corporate Social Responsibility are not applicable to your Company for the year 2023-24.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING

EXTRACT OF ANNUAL RETURN

Pursuant to Section 134(3)(a) and Section 92(3) of the Act read with Companies (Management and Administration) Rules, 2014, the draft Annual Return of the Company in Form MGT-7 for FY 2023-24 has been placed on the Company''s website.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY COMPANY

The particulars of Loans, Guarantees, and Investments, if any have been disclosed in the Financial Statements read together with Notes annexed to and forming an integral part of the Financial Statements.

OTHER DISCLOSURE

â¢ During the year 2023-2024, the Company had received several requests from persons in promoter and promoter group of the Company to re-classify themselves from Promoter and Promoter group to public category. The detailed disclosures on reclassifications are available on BSE portal and website of the Company. The reclassification application has been approved by BSE Limited on August 9, 2024. The company has also received request for reclassification from Mrs. Yamini Choksi on July 1,2024.

â¢ There is no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 against the Company, during the year.

â¢ Except mentioned above, no significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.

AWARDS AND ACCOLADES

During the year, the Company has not received any Award.

DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT

As per regulation 34(3) read with Schedule V of the SEBI Listing Regulations, no shares of the Company are lying in the suspense account.

DETAILS OF UNCLAIMED AND UNPAID DIVIDENDS AND TRANSFER OF SHARES TO IEPF

Government. Members can claim the unclaimed dividend from the Company before transfer to the IEPF by making their claim to the Company or by contacting the Registrar and Transfer Agent.

Further, in terms of Section 124(6) of the Companies Act, 2013, read with the IEPF rules made thereunder, all the shares in respect of which dividend has remained unpaid/unclaimed for seven consecutive years or more from the date of transfer to the unpaid dividend account are required to be transferred to the demat account of the IEPF. Members are informed that in terms of the provisions of Section 124 of the Companies Act, 2013, once unclaimed dividend and shares are transferred to IEPF, no claim shall lie against the Company in respect thereof. However, members may apply for the same with the IEPF authority by making an application in the prescribed web Form No. IEPF-5. Accordingly, all the shares in respect of which dividends were declared upto the financial year ended 2015-16 and remained unclaimed for a continuous period of seven years have been transferred to the demat account of IEPF. The details of unpaid/ unclaimed dividend and equity shares so transferred are uploaded on the website of the Company at www.choksiworld.com as well as that of the Ministry of Corporate Affairs, Government of India at http:// www.mca.gov.in

HEALTH AND SAFETY MEASURES

The standards of health of workers and safety measures has been taken into consideration as required by the Factories Act, 1948 and the rules framed there under have been maintained by your Company.

CAUTIONARY STATEMENT

ACKNOWLEDGEMENTS AND APPRECIATION

Your Directors give their warm gratitude to the shareholders for their faith in the Company. The Directors also sincerely appreciate the professionalism and dedication displayed by the employees of the Company.

Date: August 14, 2024 For and on behalf of the Board of Directors

Place: Mumbai Choksi Imaging Limited (CIN: L24294MH1992PLC388063)

Sd/- Sd/-

Samir Choksi Jay Choksi

DIN:00049416 DIN:07151509

Mar 31, 2014

Dear members,

We take pleasure to present the 22nd Annual Report on the business and operations of your Company along with the Financial Statements for the year ended on 31 March, 2014.

FINANCIAL RESULTS SUMMARY

During the year under review, the key financial indicators of the Company are given below:

Particulars 2013-2014 2012-2013 (Rs.in lakhs) (Rs. in lakhs)

Total Revenue 17026.75 22990.77

Less: Expenses other than 17607.99 22894.19 Depreciation & Amortisation

Profit/(Loss) Before Depreciation, (581.24) 96.58 Amortisation, Exceptional & Extraordinary Items and Tax

Less: Depreciation and Amortisation 59.77 60.84 expense

Profit/(Loss) Before Exceptional & (641.01) 35.74 Extraordinary Items And Tax

Add / (Less): Exceptional & Extraordinary --- --- Items

Net Profit/(Loss) Before Tax (NPBT) (641.01) 35.74

Less: Tax expenses 5.42 12.92

Net Profit/(Loss) After Tax (NPAT) (646.43) 22.82

Add: Surplus brought forward from 1401.78 1401.62 previous year

Amount available for Appropriations 755.35 1424.44

Less: Appropriations:

Proposed Dividend --- 19.50

Tax on Proposed Dividend --- 3.16

General Reserve --- ---

Balance carried forward to Balance Sheet 755.35 1401.78

REVIEW OF PERFORMANCE

Your Company deals in healthcare products, for which the majority of the raw material is imported. Due to the significant depreciation of the INR in the last year, your company had to suffer a loss. Also your company has discontinued some of the trading products due to the drop in margins and as such the turnover for the year was lower than previous year.

During the year under review, your Company earned a Total Income of Rs.17026.75 lakhs as against Rs.22990.77 lakhs during the previous year.

DIVIDEND

In view of the loss, your Directors regret their inability to declare any dividend for the year.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed report on Industry Structure and Developments, operations, performance, Business Outlook, Opportunities & Threats and Risks and Concerns, in accordance with Clause 49 of the Listing Agreement, is presented in a separate section forming a part of the Annual Report.

DIRECTORS

The Board consists of Executive and Non-Executive Director including independent director who have wide and varied experience in different disciplines of corporate functioning.

* In terms of Section 152 of the Companies Act, 2013, Mr. Anil V. Choksi, Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

* Pursuant to the provisions of Section 161(1) of the Companies Act, 2013 and the Articles of Association of the Company, Mrs. Shamanthakamaniprakash Sagarkatte was appointed as an Additional Director designated as an Independent Director w.e.f. 28th June, 2014 and she shall hold office up to the date of the ensuing Annual General Meeting. The Company has received requisite notice in writing from a member proposing Mrs. Shamanthakamaniprakash Sagarkatte for appointment as an Independent Director.

* In terms of Section 149 of the Companies Act, 2013, which has come into force with effect from 1st April, 2014, an Independent Director shall hold office for a term up to 5 (five) consecutive years on the Board of a company and is not liable to retire by rotation.

In compliance with the provisions of Section 149, 152 read with Schedule IV of the Act, the appointment of Mr. Sharadchandra Pendse, Mr. Tushar Parikh, Mr. Himanshu Kishnadwala, Mr. Vikram Maniar and Mrs. Shamanthakamaniprakash Sagarkatte as Independent Directors is being placed before the Members in General Meeting for their approval. The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013.

A brief resume of the Directors mentioned above has been annexed to the notice of the 22nd Annual General Meeting. DIRECTORS'' RESPONSIBILITY STATEMENT

As stipulated under section 217(2AA) of the Companies Act, 1956, the Directors confirm that:

i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) the Directors have 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 at the end of the financial year as on 31st March, 2014 and of the profit of the Company for that period;

iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) The Directors have prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE

Report on Corporate Governance of your Company for the year under review, as per the requirement of Clause 49 of the Listing Agreement, has been placed under a separate section and forms a part of this Annual Report.

PUBLIC DEPOSITS

During the year under review, your Company has repaid all outstanding term deposit till May, 2014 along with interest thereon;

The provisions of Section 58A of the Companies Act, 1956 with regard to interest payment have been complied with.

AUDITORS

M/s. Parikh & Amin Associates, Chartered Accountants, Statutory Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

The Company has received a letter from them to the effect that their appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified from being appointed as Statutory Auditors of the Company.

COST ACCOUNTING RECORDS

Your Company has appointed M/s. Y.S. Thakar & Associates, Cost Accountants as the Cost Auditors of the Company for the financial year 2013-14 to conduct the audit of the cost records of your Company.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Details of energy conservation and absorption of technology along with other information in accordance with the provisions of section 217(1)(e) the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are given in the Annexure - I attached and forms part of this Report.

PARTICULARS OF EMPLOYEES UNDER SECTION 217(2A)

In terms of the provisions of section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, during the year under review, no employees of your Company were in receipt of remuneration exceeding Rs.60 lakhs for the whole year or Rs.5 lakhs per month during any part of the year.

FINANCES

The total long term borrowings of your Company as on 31s* March, 2014 is NIL, Cash and Cash Equivalent stood at Rs.160.73 lakhs and total investments stood at NIL at the end of the year.

HEALTH AND SAFETY MEASURES

The standards of health of workers and safety measures to be taken as provided by the Factories Act, 1948 and the rules framed there under have been maintained by your Company.

ACKNOWLEDGEMENT

The Directors wish to convey their appreciation to all the employees of your Company for their enormous personal efforts as well as their collective contribution to the performance of your Company. The Directors would also like to place on record their sincere thanks to various authorities of the Central Government and State Governments, Administration of the Union Territory of Dadra and Nagar Haveli for the co-operation and support received from them, to Bank of Baroda, official bankers of your Company and also to the Suppliers and the Customers for their patronage of your Company''s products and to all the shareholders for their support.

On behalf of Board of Directors

Sd/- Place : MUMBAI Anil V. Choksi Date : 6th May, 2014 Managing Director

Mar 31, 2013

To , The Members of CHOKSI IMAGING LIMITED,

The take pleasure to present the 21st Annual Report on the business and operations of your Company along with the Financial Statements for the year ended on 31st March, 2013.

FINANCIAL RESULTS SUMMARY

During the year under review, the key financial indicators of the Company are given below:

Particulars 2012-2013 2011-2012 (Rs. in lakhs) (Rs. in lakhs)

Total Revenue 22990.77 18450.48

Less: Expenses other than Depreciation & Amortisation 22894.19 18205.13

Profit Before Depreciation, Amortisation, Exceptional & Extraordinary Items and Tax 96.58 245.35

Less: Depreciation and Amortisation expense 60.84 58.72

Profit Before Exceptional & Extraordinary Items And Tax 35.74 186.63

Add / (Less): Exceptional & Extraordinary Items

Net Profit Before Tax (NPBT) 35.74 186.63

Less: Tax expenses 12.92 59.99

Net Profit After Tax (NPAT) 22.82 126.64

Add: Surplus brought forward from previous year 1401.62 1320.31

Amount available for Appropriations 1424.44 1446.95

Less: Appropriations:

Proposed Dividend 19.50 39.00

Tax on Proposed Dividend 3.16 6.33

General Reserve

Balance carried forward to Balance Sheet 1401.78 1401.62

REVIEW OF PERFORMANCE

Your Company is working hard towards expanding its network throughout the length and breadth of India. Your Company has a presence in every nook and corner of the country either through its Branch offices or through its pan-India dealer network. During the year under review, your Company earned a Total Income of Rs. 22990.77 lakhs as against Rs. 18450.48 lakhs during the previous year. Net Profit after Tax (NPAT) for the current year stood at Rs. 22.82 lakhs as against Rs. 126.64 lakhs during the previous year. Your Directors are continuously looking for avenues for future growth of the Company in healthcare industry.

DIVIDEND

The Directors recommend a final dividend on total paid up capital of the company at the rate of Rs. 0.50/- (5 percent) Per fully paid up equity share of Rs. 10/- each for the financial year ended 31st March, 2013, which would amount to a total of Rs. 19.50/- lakh exclusive of Dividend Distribution Tax.

The dividend is subject to the approval of shareholders at the ensuing Annual General Meeting and shall be paid to those members whose name appear in the register of members as on the book closure date.

The Register of Members and share transfer book will remain closed from Friday, 2nd August, 2013 to Saturday, 10th August, 2013 (both days inclusive).

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed report on Industry Structure and Developments, operations, performance, Business Outlook, Opportunities & Threats and Risks and Concerns, in accordance with Clause 49 of the Listing Agreement, is presented in a separate section forming a part of the Annual Report.

DIRECTORS

In accordance with requirement of the Companies Act, 1956, Mr. Samir Choksi and Mr. Tushar Parikh are liable to retirement by rotation and being eligible, offer themselves for re-appointment.

Approval of shareholders is also being sought for appointment of Mr. Gaurav Choksi as a Whole-Time Director of the Company, for a period of 3 years with effect from 1st July, 2013.

A brief resume of the Directors mentioned above has been annexed to the notice of the 21st Annual General Meeting.

The Board recommends their re-appointment.

DIRECTORS'' RESPONSIBILITY STATEMENT

As stipulated under section 217(2AA) of the Companies Act, 1956, the Directors confirm that:

i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) the Directors have 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 at the end of the financial year as on 31st March, 2013 and of the profit of the Company for that period;

iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) The Directors have prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE

Report on Corporate Governance of your Company for the year under review, as per the requirement of Clause 49 of the Listing Agreement, has been placed under a separate section and forms a part of this Annual Report.

PUBLIC DEPOSITS

During the year under review, your Company discontinued renewal of the existing public deposits and acceptance of any further public deposits under section 58A of the Companies Act, 1956. 81 (No.s) Deposits aggregating to Rs. 142.37 lakhs were repaid on account of maturity.

The provisions of Section 58A of the Companies Act, 1956 with regard to interest payment have been complied with.

AUDITORS

The Statutory Auditors of your Company M/s. Parikh & Amin Associates, Chartered Accountants, Mumbai hold the office till the conclusion of the ensuing Annual General Meeting have furnished a certificate under section 224(1B) of the Companies Act, 1956 to the effect that their appointment, if made, would be within the prescribed limits . They have confirmed their willingness to accept the office, if re-appointed and it is proposed that they be re-appointed.

COST ACCOUNTING RECORDS

The Ministry of Corporate Affairs (MCA) issued notification no. GSR 429(E) dated 3rd June, 2011 notifying The Companies (Cost Accounting Records) Rules, 2011. According to the aforementioned notification, your Company is now required to maintain cost records pertaining to per unit cost of production, cost of sales and margins for each of its products to enable company to make optimum utilisation of available resources. These records, at the end of the financial year, are to be reconciled with the audited financial statements and a Compliance Report is to be obtained from a Cost Accountant and file the same with the MCA.

In compliance with the above, your Company has appointed M/s. Y.R. Doshi & Associates, Cost Accountants, to maintain the cost records and issue Compliance Report.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Details of energy conservation and absorption of technology along with other information in accordance with the provisions of section 217(1)(e) the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are given in the Annexure - I attached and forms part of this Report.

PARTICULARS OF EMPLOYEES UNDER SECTION 217(2A)

In terms of the provisions of section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, during the year under review, no employees of your Company were in receipt of remuneration exceeding Rs. 60 lakhs for the whole year or Rs. 5 lakhs per month during any part of the year.

FINANCES

The total long term borrowings of your Company as on 31st March, 2013 stood at Rs. 0.86 lakhs, Cash and Cash Equivalent stood at Rs. 124.57 lakhs and total investments stood at NIL at the end of the year.

HEALTH AND SAFETY MEASURES

The standards of health of workers and safety measures to be taken as provided by the Factories Act, 1948 and the rules framed there under have been maintained by your Company.

ACKNOWLEDGEMENT

The Directors wish to convey their appreciation to all the employees of your Company for their enormous personal efforts as well as their collective contribution to the performance of your Company. The Directors would also like to place on record their sincere thanks to various authorities of the Central Government and State Governments, Administration of the Union Territory of Dadra and Nagar Haveli for the co-operation and support received from them, to Bank of Baroda, official bankers of your Company and also to the Suppliers and the Customers for their patronage of your Company''s products and to all the shareholders for their support. For and on behalf of the Board of Directors

Sd/-

Place : MUMBAI Sharadchandra Pendse

Dated : 27th May, 2013. Chairman

Mar 31, 2012

To The Members of CHOKSI IMAGING LIMITED,

The Board of Directors are pleased to present the 20th Annual Report on the business and operations of your Company along with the financial statements for the year ended on 31st March, 2012.

FINANCIAL RESULTS SUMMARY

During the year under review, the key financial indicators of the Company are given below:

Particulars 2011-2012 2010-2011 (Rs. lakhs) (Rs. lakhs)

Total Revenue 18450.48 17115.11

Less: Expenses other than Depreciation & Amortisation 18205.13 16528.42

Profit Before Depreciation, Amortisation, Exceptional & 245.35 586.69 Extraordinary Items and Tax

Less: Depreciation and Amortisation expense 58.72 51.68

Profit Before Exceptional & Extraordinary Items And Tax 186.63 535.01

Add / (Less): Exceptional & Extraordinary Items -- --

Net Profit Before Tax (NPBT) 186.63 535.01

Less: Tax expenses 59.99 194.51

Net Profit After Tax (NPAT) 126.64 340.50

Add: Surplus brought forward from previous year 1320.31 1066.03

Amount available for Appropriations 1446.95 1406.53

Less: Appropriations:

Proposed Dividend 39.00 58.50

Tax on Proposed Dividend 6.33 9.72

General Reserve -- 18.00

Balance carried forward to Balance Sheet 1401.62 1320.31

The above figures have been arrived at in accordance with the Revised Schedule VI to the Companies Act, 1956, as notified by the Ministry of Corporate Affairs.

REVIEW OF PERFORMANCE

Your Company is working hard towards expanding its network throughout the length and breadth of India and also outside India. Your Company has a presence in every nook and corner of the country either through its Branch offices or through its pan-India dealer network. During the year under review, your Company earned a Total Income of Rs. 18450.48 lakhs as against Rs. 17115.11 lakhs during the previous year. Net Profit After Tax (NPAT) for the current year stood at Rs. 126.64 lakhs as against Rs. 340.50 lakhs during the previous year. The main reason for decline in NPAT in the current year is due to depreciation of the Rupee against the US Dollar.

DIVIDEND

The Directors recommend a dividend on total paid up capital of the company at the rate of Rs. 1/- (10 per cent) per fully paid up equity share of Rs. 10/- each for the financial year ended 31st March, 2012, which would amount to a total of Rs. 39 lakhs, exclusive of Dividend Distribution Tax.

The dividend is subject to the approval of shareholders at the ensuing Annual General Meeting.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed report on Industry Structure and Developments, Product-wise Performance, Business Outlook, Opportunities & Threats and Risks and Concerns, in accordance with Clause 49 of the Listing Agreement, is presented in a separate section forming a part of the Annual Report.

DIRECTORS

In accordance with section 256 of the Companies Act, 1956 read with the Articles of Association of the Company, Mr. Sharadchandra Pendse and Mr. Himanshu Kishnadwala are liable to retirement by rotation and being eligible, offer themselves for re-appointment.

A brief resume of the Directors mentioned above has been annexed to the notice of the 20th Annual General Meeting.

The Board recommends their re-appointment.

DIRECTORS' RESPONSIBILITY STATEMENT

As stipulated under section 217(2AA) of the Companies Act, 1956, the Directors confirm that:

i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) 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 at the end of the financial year as on 31st March, 2012 and of the profit of the Company for that period;

iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) the Directors have prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE

Report on Corporate Governance of your Company for the year under review, as per the requirement of Clause 49 of the Listing Agreement, has been placed under a separate section and forms a part of this Annual Report.

PUBLIC DEPOSITS

During the year under review, your Company discontinued renewal of the existing public deposits and acceptance of any further public deposits under section 58A of the Companies Act, 1956. Five Deposits aggregating to Rs. 1.80 lakhs were repaid on account of maturity. Also, your Company has received three Deposits aggregating Rs. 1 lakh for Premature Repayments, which were repaid as per the terms of Companies (Acceptance of Deposits) Rules, 1975.

The provisions of Section 58A of the Companies Act, 1956 with regard to interest payment have been complied with.

AUDITORS

The Statutory Auditors of your Company, M/s. Parikh & Amin Associates, Chartered Accountants, Mumbai hold the office till the conclusion of the ensuing Annual General Meeting have furnished a certificate under section 224(1B) of the Companies Act, 1956 to the effect that their appointment, if made, would be within the prescribed limits . They have confirmed their willingness to accept the office, if re-appointed and it is proposed that they be re-appointed.

COST ACCOUNTING RECORDS

The Ministry of Corporate Affairs (MCA) issued notification no. GSR 429(E) dated 3rd June, 2011 notifying The Companies (Cost Accounting Records) Rules, 2011. According to the aforementioned notification, your Company is now required to maintain cost records pertaining to per unit cost of production, cost of sales and margins for each of its products to enable company to make optimum utilisation of available resources. These records, at the end of the financial year, are to be reconciled with the audited financial statements and a Compliance Report is to be obtained from a Cost Accountant and file the same with the MCA.

In compliance with the above, your Company has appointed M/s. Y.R. Doshi & Associates, Cost Accountants, to maintain the cost records and issue Compliance Report.

DEMATERIALISATION OF SHARES, SHARE REGISTRY AND LISTING DETAILS

Your Company has issued 39 lakh equity shares of Rs. 10 each, all of which are listed on the Bombay Stock Exchange. Your Company has paid the annual listing fees for the financial year 2012-13

As on 31st March, 2012 out of the total number of equity shares, 3481700 shares are held in dematerialised form, which represents 89.27 per cent of the total listed shares of your Company.

In accordance with SEBI circular No. D&CC / FITTC / CIR-15 / 2002 dated 27th December, 2002, your Company has appointed M/s. Adroit Corporate Services Private Limited, a Category I Registrar and Share Transfer Agent registered with SEBI, to look after works and matters related to share registry, in co- ordination with the Secretarial Department of your Company.

The Directors request all the shareholders holding shares in physical form to get their shareholding converted into dematerialised form through their Bankers or Depository Participants at the earliest to avail benefits of dematerialisation, as trading in the shares of your Company on the Stock Exchange is only permitted in dematerialised form as per rules of the Securities and Exchange Board of India (SEBI).

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Details of energy conservation and absorption of technology along with other information in accordance with the provisions of section 217(1)(e) the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are given in the Annexure - I attached and forms part of this Report.

PARTICULARS OF EMPLOYEES UNDER SECTION 217(2A)

In terms of the provisions of section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, during the year under review, no employees of your Company were in receipt of remuneration exceeding Rs. 60 lakhs for the whole year or Rs. 5 lakhs per month during any part of the year.

FINANCES

The total long term borrowings of your Company as on 31st March, 2012 stood at Rs. 44.36 lakhs, Cash and Cash Equivalent stood at Rs. 173.05 lakhs and total investments stood at NIL at the end of the year.

HEALTH AND SAFETY MEASURES

The standards of health of workers and safety measures to be taken as provided by the Factories Act, 1948 and the rules framed there under have been maintained by your Company.

ACKNOWLEDGMENT

The Directors wish to convey their appreciation to all the employees of your Company for their enormous personal efforts as well as their collective contribution to the performance of your Company. The Directors would also like to place on record their sincere thanks to various authorities of the Central Government and State Governments, Administration of the Union Territory of Dadra and Nagar Haveli for the co-operation and support received from them, to Bank of Baroda, official bankers of your Company and also to the Suppliers and the Customers for their patronage of your Company's products and to all the shareholders for their support.

For and on behalf of the Board of Directors

Sd/-

Place: Mumbai Sharadchandra Pendse

Date : 12th May, 2012 Chairman

Mar 31, 2010

The Directors are pleased to present the 18th Annual Report of the Company along with the Audited Annual Accounts for the year ended 31st March 2010.

The Directors are pleased to report significant increase in the turnover and profitability of the Company as indicated by the key financials given below:

FINANCIAL RESULTS

2009-2010 2008-2009 (Rs. in lakhs) (Rs. in lakhs)

Gross Profit 799.78 460.69

Less: Depreciation 46.89 37.16

Profit before tax 752.89 423.53

Provision for tax 257.68 153.21 (Including Deferred tax, Wealth Tax and FBT)

Net Profit 495.21 270.32

Add : Prior Period Adj. Net of Tax - - Less: Short Provision of Tax 16.34 2.42

Add: Surplus brought forward 728.11 534.52

Profit available for Appropriation 1206.98 802.42

APPROPRIATION

Proposed Dividend 78.00 50.70

Tax on proposed Dividend 12.95 8.61

General Reserve 50.00 15.00

Balance carried to balance sheet 1066.03 728.11

DIVIDEND

Your Directors have pleasure in recommending a Dividend of Rs.1.5 and a Special Dividend of Rs.0.50, totaling to Rs.2.0 per share on the equity share capital of the Company for the Financial Year 2009 - 2010. If approved the dividend will absorb an amount of Rs.90.95 Lakhs (including dividend distribution tax). The dividend pay out for the year would be 18.37 % of the Net Profits for the year.

DIRECTORS

In accordance with the provisions of Articles of Association of the Company and Companies Act, 1956 Mr. Suresh V. Choksi, Mr. Samir K. Choksi and Mr. Tushar M. Parikh retire by rotation and being eligible, offer themselves, for re-appointment.

"DIRECTORS RESPONSIBILITY STATEMENT":

As stipulated in 217(2AA) of Companies Act, 1956, your Directors subscribe to the Directors Responsibility Statement and confirm as under:

i) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) that the Directors have 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 at the end of the financial year and of the profit or loss of the Company for that period;

iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv) that the Directors have prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE

The Corporate Governance Report is annexed herewith at Annexure III.

AUDITORS

The Auditors of the Company M/s. Parikh & Amin Associates, retire at this Annual General Meeting and are eligible for re appointment. They have confirmed their willingness to accept the office, if re-appointed.

DEMAT AND LISTING DETAILS

The total number of Equity Shares held in dematerialized form as on 31s! March, 2010 are 3,411,510 which represents 87.47 % of the total paid up Equity Shares of the Company.

The Equity Shares of the Company are listed on the Stock Exchange at Mumbai.

The Company has paid the annual listing fees to these exchanges till 31s1 March, 2010.

All those Shareholders holding shares in physical form are requested to please get their shareholding converted in Demat form through their Bankers/Depository Participants at the earliest. This is necessary as any trading in Equity Shares of the Company is only permitted in de-mat form as per SEBI Rules.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information in accordance with the provisions of Section 217(1 )(e) of the Companies Act, 1956 read with Companies (Disclosures of particulars in the Report of Board of Directors) Rules, 1988 pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo, are given in the Annexure "I" to this Report.

PARTICULARS OF EMPLOYEES

Information in accordance with the provisions of section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, as amended and forming part of Directors Report for the year ended 31st March, 2010 has been provided in Annexure "II" to this Report.

ACKNOWLEDGEMENT

The Board of Directors would like to place on record their sincere thanks for the co operation and support received from various agencies of the Central and State Governments, Administration of Dadra and Nager Haveli and also Bank of Baroda, Suppliers, Customers for their patronage of the companys products and all the shareholders for their support. The Directors also take this opportunity to place on record their appreciation for the dedication and sense of commitment shown by all the employees of the company at all levels and their wholehearted efforts and impressive contribution towards the growth of the company.

For and on behalf of the Board of Directors Place :MUMBAI Dated :11th August,2010. Sharadchandra Pendse Chairman

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Directors Report of Choksi Asia Ltd.

INDUSTRY & BUSINESS OVERVIEW

FINANCIAL STATEMENTS AND STATE OF AFFAIRS OF THE COMPANY

FINANCES

OPERATIONS AND STATE OF COMPANY''S AFFAIRS

PERFORMANCE REVIEW

DIVIDEND

DIVIDEND DISTRIBUTION POLICY

TRANSFER TO RESERVES

SCHEME OF AMALGAMATION

SHARE CAPITAL

FINANCIAL STATEMENTS

REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

CORPORATE GOVERNANCE REPORT & MANAGEMENT DISCUSSION AND ANALYSIS REPORT

DIRECTORS AND KEY MANAGERIAL PERSONNEL

â¢ Director Retiring by Rotation

â¢ Appointment or Re-appointment of Managing / Executive Directors.

â¢ Appointment/ Resignation of Independent Directors and declaration of independence.

â¢ Declaration by Independent Directors

â¢ Appointment/Resignation of Key Managerial Personnel

NOMINATION & REMUNERATION POLICY

BOARD EVALUATION

DIRECTOR''S RESPONSIBILITY STATEMENT

DETAILS OF BOARD AND COMMITTEES'' COMPOSITION AND MEETINGS

â¢ Board Meetings

â¢ Committees of the Board

AUDIT COMMITTEE

Terms of Reference

Terms of Reference

STAKEHOLDERS RELATIONSHIP COMMITTEE

Terms of Reference

DEPOSITS

AUDITORS AND THEIR REPORTS

â¢ Appointment of Statutory Auditors

Statutory Auditors'' Report

â¢ Appointment of Secretarial Auditors

Secretarial Audit Report

Annual Secretarial Compliance Report

â¢ Internal Auditors

â¢ Cost Auditors

INTERNAL CONTROL & FINANCIAL REPORTING SYSTEMS

REPORTING UNDER NFRA

RISK MANAGEMENT

Technological Obsolescence

Fluctuations in Foreign Exchange

Legal Factors

HUMAN RESOURCES

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

(A) Conservation of energy

(ii) The steps taken by the company for utilizing alternate sources of energy.

(iii) The capital investment on energy conservation equipments.

(i) the efforts made towards technology absorption.

(ii) the benefits derived like product improvement, cost reduction, product development or import substitution.

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

(iv) the expenditure incurred on Research and Development.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

REMUNERATION TO THE DIRECTORS

CODE OF CONDUCT

WHISTLE BLOWER POLICY /VIGIL MECHANISM POLICY

SEXUAL HARASSMENT POLICY

DECLARATION SIGNED BY THE CHIEF EXECUTIVE OFFICER AND MANAGING DIRECTOR

SECRETARIAL STANDARDS

CORPORATE SOCIAL RESPONSIBILITY

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING

EXTRACT OF ANNUAL RETURN

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY COMPANY

OTHER DISCLOSURE

AWARDS AND ACCOLADES

DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT

DETAILS OF UNCLAIMED AND UNPAID DIVIDENDS AND TRANSFER OF SHARES TO IEPF

HEALTH AND SAFETY MEASURES

CAUTIONARY STATEMENT

ACKNOWLEDGEMENTS AND APPRECIATION

Date: August 14, 2024 For and on behalf of the Board of Directors

DIN:00049416 DIN:07151509

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Choksi Asia Ltd. Company Details

Company History

Choksi Asia Ltd. Key Financial Ratios

â¢ Director Retiring by Rotation

â¢ Appointment or Re-appointment of Managing / Executive Directors.

â¢ Appointment/ Resignation of Independent Directors and declaration of independence.

â¢ Declaration by Independent Directors

â¢ Appointment/Resignation of Key Managerial Personnel

â¢ Board Meetings

â¢ Committees of the Board

â¢ Appointment of Statutory Auditors

â¢ Appointment of Secretarial Auditors

â¢ Internal Auditors

â¢ Cost Auditors