Your Directors are pleased to present the 33rd Annual Report
of Choice International Limited (“the Company” / “Choice”),
together with the Audited Standalone and Consolidated
Financial Statements for the financial year ended March 31,
2026.

The Annual Report has been prepared to provide
shareholders and other stakeholders with a holistic view of
the Company’s operations, performance, financial position,
governance practices, key initiatives and overall business
outlook. The Report should be read along with the Corporate
Governance Report, Management Discussion and Analysis
Report, Business Responsibility and Sustainability Report
and the Financial Statements, which together reflect the
performance and position of the Company and the Choice
Group as a whole.

Wherever considered necessary, the consolidated
performance of the Company, including its subsidiaries, has
been suitably referred to in this Report.

The Annual Report is available on the Company’s website at
www.choiceindia.com

CHOICE AT A GLANCE

Over the course of almost two decades, under the stewardship
of the current management, Choice International Limited
has evolved as an integrated financial services organisation,
focused on empowering clients througha diversifiedportfolio of
customised solutions.Byleveraging operational synergies across
the Group, Choice continues to serve individuals, businesses,
institutions and government bodies through a wide range of
offerings across Stock Broking and Distribution, Non-Banking
Financial Services, Investment Banking, AMC, Government
Infrastructure Consultancy and Advisory.

The strength of Choice lies in its ability to bring together
multiple financial and advisory capabilities under one
ecosystem. The Group is positioned to support clients at
different stages of their financial and growth journey.

Our philosophy, “The Joy of Earning”, reflects our commitment
to helping clients participate confidently in their financial
journey. It represents not only the outcome of wealth creation,
but also the satisfaction that comes from planning, discipline
and progress.

Our identity is shaped by the values we mark every day:

• COMMITMENT - We remain committed to our
responsibilities, our clients and sustainable growth.

• HARDWORK - Our growth is rooted in our unwavering
commitment to hardwork.

• OPTIMISM - We approach opportunities and challenges
with a constructive and forward-looking mindset.

• INNOVATION - We continuously adopt new ideas,
technologies and processes to remain relevant, agile and
future-ready.

• CONSISTENCY - We believe that sustained efforts create
trust, deliver results and build lasting relationships.

• EMPOWERMENT - We work towards enabling individuals
and businesses to make better financial decisions and
build a stronger tomorrow.

At Choice, we are committed to creating value through
trusted financial solutions, guided by innovation, integrity and
consistent performance. Our promise is reflected in our belief:

At the core of Choice’s journey is its belief in creating
opportunities for progress. The Company continues to
strengthen its capabilities through technology, process
discipline, people development and business innovation,
while remaining committed to responsible growth and
stakeholder value.

With its philosophy of “The Joy of Earning”, Choice aims
to make financial growth a more confident, inclusive and
rewarding experience. The Company’s promise - “Aap Kijiye
Kaamyabi Ki Tayaari, Baki Humari Zimmedari” - reflects its
commitment to being a dependable partner in the success
journey of its clients.

The Company demonstrated strong year-on-year growth
in Q4 FY26. Revenue increased by 23% YoY to '3,138 Mn,
compared to '2,550 Mn in Q4 FY25. EBITDA grew by 25% YoY
to '1,226 Mn, from '983 Mn, while PAT increased by 27% YoY to
'678 Mn, compared to '535 Mn in Q4 FY25.

During FY26, Revenue stood at '2,380 Mn, '2,841 Mn, '3,086
Mn and '3,138 Mn across Q1, Q2, Q3 and Q4 respectively.
EBITDA was '868 Mn, '990 Mn, '1,170 Mn and '1,226 Mn, while
PAT stood at '480 Mn, '565 Mn, '656 Mn and '678 Mn during
the respective quarters.

The higher growth in PAT as compared to revenue indicates
improved profitability, better cost management and
enhanced operating leverage. The quarterly performances
also reflect sustained momentum, with revenue and PAT
showing steady improvement over the years despite business
fluctuations. Overall, the Company’s financial performance
highlights its ability to scale its operations while strengthening
its bottom-line performance.

The Board of Directors has decided to retain the entire profits for the financial year ended March 31, 2026 in the Profit and Loss
Account of the Company, with a view to support future growth and business requirements.

Revenue increased from '9,216 Mn in FY25 to '11,445 Mn in
FY26. This means the Company earned higher overall income
during FY26. The growth is 24% year-on-year, which indicates
strong business expansion across its operations.

EBITDA increased from '2,959 Mn in FY25 to '4,254 Mn in FY26.
EBITDA means earnings before interest, tax, depreciation
and amortisation. In simple terms, it shows the Company’s
operating profitability before certain financial and
accounting expenses. The EBITDA growth is 44% year-on-
year, which is higher than revenue growth. This means the
Company did not just grow its topline, but also improved its
operating efficiency and profitability.

4. SHARE CAPITAL
Authorised Capital:

During the financial year 2025-26, there was no change in
the authorised share capital of the Company. The authorised
share capital of the Company remained the same as in
the previous financial year, i.e., '2,25,00,00,000/- (Rupees
Two Hundred and Twenty-Five Crore only), divided into
22,50,00,000 equity shares of '10/- each.

Issued, Subscribed & Paid-up Capital:

During the financial year 2025-26, the issued, subscribed
and paid-up share capital of the Company increased from
'1,99,65,55,000/- (Rupees One Hundred Ninety-Nine Crore
Sixty-Five Lakh Fifty-Five Thousand only), divided into

19.96.55.500 equity shares of face value of '10/- each, to
'2,22,77,65,000/- (Rupees Two Hundred Twenty-two Crore
Seventy-Seven Lakh Sixty-Five Thousand only), divided into

22.27.76.500 equity shares of face value of '10/- each.

CHOICE EMPLOYEE STOCK OPTION PLAN 2022

With a view to attract,retain, motivate and reward employees for
theircontribution to the growth and performance of the Company,

and to create a sense of ownership and long-term association
with the Company, the Members of the Company had approved
the “Choice Employee Stock Option Plan 2022” (“ESOP Plan”) at

the 29^th Annual General Meeting held on September 15, 2022.

The ESOP Plan has been implemented to provide an opportunity
to the eligible employees to participate in the growth journey
of the Company and to align their interests with the long-term
objectives of the Company and its shareholders. The Plan is
also intended to encourage performance-driven culture,foster
employee commitment and support retention of key talent.

The ESOP Scheme has been administered in compliance with
the provisions of the Act and the SEBI (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021, including any
statutory modification(s) and/or re-enactment(s) thereof for
the time being in force (“SEBI SBEB Regulations”).

The Company has obtained a certificate from the Secretarial
Auditorconfirming that the ESOP Schemehasbeen implemented
in accordance with the SEBI (SBEB) Regulations. The said
certificate is available on the website of the Company at
https://choiceindia.com.

The certificate shall also be available for inspection by the
Members on all working days at the Registered Office of
the Company and will be placed before the Members at the
ensuing Annual General Meeting scheduled to be held on 26th -
superscript September, 2026.

5. MATERIAL CHANGES DURING THE YEAR UNDER REVIEW

I) CONVERSION OF WARRANTS INTO EQUITY SHARES OF
THE COMPANY

On April 29, 2024, the Board of Directors of the Company
approved the proposal to raise funds to support the
growth objectives of the Company by way of preferential
issue of 2,31,21,000 warrants, each convertible into one
equity share of the Company, at an issue price of ?300/-
per warrant, in accordance with the provisions of the
SEBI (Issue of Capital and Disclosure Requirements)
Regulations, 2018. The aggregate consideration for the
said preferential issue amounted to ?693.63 crore.

The requisite approval of the shareholders was obtained
at the Extra-Ordinary General Meeting of the Company
held on May 16, 2024. Further, the approvals of the Stock
Exchanges were received on May 23, 2024.

During the year under review, the Company converted the
warrants into equity shares on June 4, 2025, November
12, 2025, November 28, 2025 and December 5, 2025, in
accordance with the applicableprovisions of law,therelevant

The ESOP Plan is administered in accordance with the
applicable provisions of law and the terms approved by the
Members of the Company. The grant, vesting and exercise of
stock options under the ESOP Plan are governed by the terms
of the Plan and such other conditions as may be determined
by the Nomination and Remuneration Committee /
Compensation Committee, in accordance with the applicable
regulatory framework.

details have been set out in the share capital clause.

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

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

II) OPTIONS GRANTED AND EXERCISE UNDER THE CHOICE
EMPLOYEE STOCK OPTION PLAN 2022

During the year under review, the Company granted
3,57,250 stock options to eligible employees under the
“Choice Employee Stock Option Plan 2022”, in accordance
with the terms of the Plan and the applicable regulatory
requirements.

No stock options were exercised by the eligible employees
during the financial year under review.

III) RECEIPT OF SEBI APPROVAL BY CHOICE AMC PRIVATE
LIMITED

During the year under review, Choice AMC Private Limited,
a wholly owned subsidiary of the Company, received
final approval from the Securities and Exchange Board of
India (“SEBI”) to act as the Asset Management Company
of Choice Mutual Fund. Upon receipt of the said approval,
Choice Trustees ServicesPrivateLimited acted as the Trustee
Company of Choice Mutual Fund.

The receipt of this approval marked a significant milestone
for the Group and strengthened its position as a diversified
financial services platform. It enabled the Group to formally
enterthe assetmanagementbusinessandexpanditspresence
across the investment management and financial products
ecosystem. Subsequent to the closure of the financial year,
Choice AMC Private Limited received registration from the
Securities and ExchangeBoard of India (“SEBI”) as a Category
II AlternativeInvestment Fund (“AIF”),bearing Registration No.
IN/AIF2/24-25/1736.

IV) STRATEGIC MANDATE FROM INDIA POST PAYMENTS BANK

During the yearunderreview,Choice Wealth Private Limited,
a step-down subsidiary of the Company,secured a mandate
from India Post Payments Bank (“IPPB”) to act as a mutual
fund aggregatorand investment service provider. Underthe
arrangement, Choice Wealth will deploy a comprehensive
digital investment platform offering mutual fund aggregation
and other investment services to IPPB’s existing and
prospective customers.

The engagement combines IPPB’s extensive nationwide
distribution network with Choice Wealth’s technology-led
wealth management capabilities, thereby enabling wider
access to structured investment products, particularly in
semi-urban and rural markets. The mandate reflects IPPB’s
confidence in the Group’s technical expertise, operational
capabilities and domain knowledge, and is expected to
strengthen the Group’s presence in the financial services
ecosystem while supporting greater financial inclusion.

Subsequent to the close of the financial year, Choice Wealth
Private Limited was merged with Arete Capital Services
Private Limited with effect from May 11, 2026. Thereafter, the
nameof AreteCapitalServicesPrivateLimitedwaschanged
to Choice Wealth Private Limited with effect from July 14,
2026.

V) ACQUISITION OF SHARES AND FURTHER INVESTMENTS BY
THE COMPANY AND ITS SUBSIDIARIES:

CHOICE AMC PRIVATE LIMITED

During the year under review, the Company acquired
an entire shareholding of “Choice AMC Private Limited”,
which was earlier a step-down subsidiary of the
Company, from Choice Equity Broking Private Limited, a
wholly owned subsidiary of the Company. Pursuant to
the said acquisition, and further capital infusion by the
Company to meet the applicable net worth requirements,
Choice AMC Private Limited became a wholly owned
subsidiary of Choice International Limited. wef. April 04,
2025.

The said acquisition and capital infusion were undertaken
in connection with the Company’s proposed mutual fund
business. As Choice International Limited is acting as the
Sponsor for the proposed Mutual Fund, it is required to
have an Asset Management Company for managing the
schemes of the Mutual Fund. Accordingly, Choice AMC
Private Limited has been established/strengthened as
the Asset Management Company, and the Company has
infused the required capital to ensure compliance with the
net worth requirements prescribed under the SEBI (Mutual

Funds) Regulations, 1996, as amended from time to time.
CHOICE FINSERV PRIVATE LIMITED

During the year under review, the Company made a
further investment in its material subsidiary, Choice
Finserv Private Limited, by subscribing to 92,14,585 equity
shares of face value of ?10/- each. Consequent to the
said investment, the Company’s shareholding in Choice
Finserv Private Limited increased from 80.60% to 82.34%.
The investment was made to support the growth and
expansion of the subsidiary’s business operations and to
meet its long-term working capital requirements.

CHOICE INSURANCE BROKING INDIA PRIVATE LIMITED

During the year under review, the Company entered
into an arrangemnt for acquistion of the remaining 50%
equity stake in Choice Insurance Broking India Private
Limited (“Choice Insurance”) in June 2025. The acquisition
marked the Company’s strategic entry into the insurance
broking business and formed part of its broader objective
of expanding its presence across the financial services
ecosystem.

Subsequently, upon receipt of the requisite approval from
the Insurance Regulatory and Development Authority of
India (“IRDAI”) and completion of the applicable regulatory
and procedural requirements, the Company acquired
the remaining 50% equity stake in Choice Insurance.
Consequent to the said acquisition, the Company’s
shareholding in Choice Insurance increased from 50%
to 100%, and Choice Insurance became a wholly owned
subsidiary of the Company. wef. March 10, 2026.

The acquisition is aligned with the Company’s long¬
term strategy of strengthening its insurance broking
capabilities, broadening its financial services portfolio
and capitalising on the emerging opportunities in the
insurance sector. The complete ownership of Choice
Insurance is expected to provide greater strategic and
operational flexibility, facilitate integration with the
Group’s existing distribution network and enable the
Company to offer a wider range of financial solutions to
its clients.

FINTOO WEALTH PRIVATE LIMITED

During the year under review, the Company acquired
a 51% equity stake in Fintoo Wealth Private Limited.
Consequently, Fintoo Wealth Private Limited became
a subsidiary of the Company. The acquisition is aligned
with the Company’s strategy to strengthen its presence
in the technology-enabled investment advisory and
wealth management segment. Fintoo Wealth Private
Limited operates an AI-driven digital advisory platform
that complements the Group’s existing financial services
offerings.

The acquisition is expected to enhance the Company’s
advisory capabilities, broaden its customer reach and
create opportunities for cross-selling financial products
and services across the Group’s distribution network. The
business of Fintoo Wealth Private Limited is closely aligned
with the Company’s core financial services operations
and is expected to contribute to the continued expansion

of its integrated wealth management ecosystem.

AYOLEEZA CONSULTANTS PRIVATE LIMITED

During the year under review, Choice Consultancy Services
Private Limited, a material subsidiary of the Company,
acquired 100% equity stake in Ayoleeza Consultants
Private Limited. Consequent to the said acquisition,
Ayoleeza Consultants Private Limited became a wholly
owned subsidiary of Choice Consultancy Services Private
Limited and a step-down subsidiary of the Company.

The acquisition is aligned with the Group’s strategy to
strengthen and expand its advisory and consultancy
capabilities across key infrastructure sectors. Ayoleeza
Consultants Private Limited brings with it an established
track record of around two decades in providing
specialised and high-value consultancy services. The
acquisition is expected to enhance the Group’s domain
expertise, broaden its service offerings and support its
continued growth in the infrastructure advisory and
consultancy space.

VI) INCORPORATION OF NEW STEP DOWN SUBSIDIARIES
AND STRATEGIC PARTNERSHIP WITH SOLARERA FOR
SOLAR PROJECTS

During the year under review, Choice Green Energy MH-1
Private Limited, Choice Green Energy MH-2 Private
Limited, were incorporated on 14^th May 2025 and 15^th May
2025 respectively under Choice Consultancy Services
Private Limited, a material subsidiary of the Company.
The said entities have been incorporated to undertake
activities relating to the development of solar and other
renewable energy projects, including generation, supply
and sale of power, construction and development of non¬
conventional and renewable energy facilities, and other
allied and ancillary activities. The incorporation of these
entities is intended to support the Group’s expansion
into the renewable energy and infrastructure sector and
enable it to participate in emerging opportunities in this
space.

Further, Choice Green Energy Solutions Private Limited

was incorporated on 25^th June 2025 under Choice
Consultancy Services Private Limited, a material
subsidiary of the Company. This incorporation is intended
to support the business activities such as the development
of solar projects, including the generation, supply and
sale of power, the construction of non-conventional/
renewable energy facilities as well as engaging in the
various ancillary activities and to carry on the business of
leasing, sub-leasing, renting, or licensing of solar power
systems.

During the year under review, Choice Consultancy Services
Private Limited, a material subsidiary of the Company,
entered into a strategic partnership with SolarEra Green
Renewables Private Limited for the development of solar
power projects through Choice Green Energy MH-1
Private Limited and Choice Green Energy MH-2 Private
Limited.

The partnership combines the Group’s infrastructure
consultancy capabilities with SolarEra’s expertise in
renewable energy asset management, turnkey EPC and
operation and maintenance services. The collaboration is
expected to support the efficient development of the solar
projects, optimise plant performance and strengthen the
Group’s presence in the renewable energy sector.

6. MATERIAL CHANGES POST THE CLOSURE OF THE YEAR
UNDER REVIEW

Subsequent to the closure of the financial year under
review, the following material changes took place:

ACQUISITION OF CHOICE UNIFIED SERVICES PRIVATE
LIMITED

Post closure of the year under review, Choice International
Limited completed the acquisition of 100% equity stake in
Choice Unified Services Private Limited on 1^st April 2026,
formerly known as Optimo Investment Adviser Private
Limited (“Choice Unified”). The acquisition was undertaken
with the objective of aligning the business operations
of Choice Unified towards a support services model.
This is expected to strengthen group-wide operational
support, enhance efficiency, optimise costs and support
the overall strategic requirements of the Company and its
subsidiaries.

The acquisition and restructuring of Choice Unified are
aligned with the Company’s objective of streamlining
support functions, strengthening operational capabilities
and creating a more efficient support framework across
the Group.

ACQUISITION OF ELLORA SOLUTIONS PRIVATE LIMITED

Post closure of the year under review, the Company
acquired 100% equity stake in Ellora Solutions Private
Limited (“Ellora”) on 25^th May 2026, making Ellora a wholly
owned subsidiary. The acquisition was undertaken to
facilitate property-related activities and other incidental
or ancillary activities considered beneficial to the
Company.

7. PERFORMANCE AND ACHIEVEMENTS OF CHOICE GROUP
AND ITS SUBSIDIARIES

As on March 31, 2026, the Company had 18 active
subsidiaries, including 10 step-down subsidiaries.
The business model of the Group, together with the
performance highlights of the respective subsidiaries, is
provided in the relevant sections of this Annual Report.
Further, material changes, if any, in the nature of business
or operations of the subsidiaries during the financial
year under review have been suitably disclosed in
the subsequent sections of this Report. The financial
impact of such changes, wherever applicable, has been
appropriately reflected in the Financial Statements of the
Company.

In terms of Section 136 of the Companies Act,2013,the financial
statements and other relevant documents of the subsidiary
companies shall be available for inspection by the Members
at the Registered Office of the Company during business
hours on all working days, except Saturdays, Sundays and

convertible into one equity share of the Company, to its
Directors. These warrants were converted into equity
shares on June 3, 2025, resulting in the issuance of fresh
equity shares by CEBPL and a corresponding increase
in its paid-up equity share capital. Consequent to
such conversion, CEBPL ceased to be a wholly owned
subsidiary of the Company and became a subsidiary, with
the Company holding 90% of the total equity share capital
of CEBPL. The equity shares allotted upon conversion rank
pari passu in all respects with the existing equity shares of
CEBPL.

Subsequent to the closure of the financial year, Choice
Wealth Private Limited, a subsidiary of CEBPL, merged with
Arete Capital Services Private Limited, another subsidiary
of CEBPL. The merger is expected to streamline operations,
consolidate business capabilities and strengthen the wealth
and distribution platform within the Group.

2. Choice Wealth Private Limited - Wholly Owned
Subsidiary of Choice Equity Broking Private Limited

Choice Wealth Private Limited is primarily engaged in the
distribution of investment products and the provision of
advisory services to HNIs and institutional investors. With
a client-focused approach and in-depth understanding
of financial markets, Arete Capital provides customised
investment solutions aimed at facilitating long-term wealth
creation and sustainable portfolio growth. Together, these
businesses strengthen the Group’s presence in the wealth
management and financial products distribution segment.

The Revenue of the Choice Wealth Private Limited FY 2026
stood at ' 3263.30 Lakhs (Previous Year: at ' 2011.76 Lakhs).
During the year under review, this company earned a Profit
before tax of ' 1123.88 Lakhs (Previous Year: ' 181.46 Lakhs).

3. Choice Connect Private Limited (Choice Connect) - Wholly
Owned Subsidiary of Choice Equity Broking Private
Limited

ChoiceConnectPrivateLimited,throughitsflagshipdigitalplatform
Choice Connect,serves as theintegrated distribution channel
for the comprehensive range of financial products and
services offered by the Choice Group.The platform has built a
nationwidenetworkof Business Associates who contribute to
expanding the Company'smarketpresence.Choice Connect
has developed a PAN-India network of Business Associates
that serves as a key component of the Company's distribution
framework.Theplatform enables these associates to function
as comprehensive financial advisors through its proprietary
distributionengine,structuredtrainingandcapability-building
initiatives, and end-to-end digital execution infrastructure,
thereby enhancing theirability to delivera wide spectrum of
financial products and services to customers.

The Company functions as a key distribution arm of the Choice
Group, facilitating wider outreach and efficient delivery of
financialservicesacrossthecountry.ChoiceConnectPrivate
Limited is a wholly owned subsidiary of Choice EquityBroking
Private Limited, which holds 100% of its equity share capital
and step down subsidiary of the Company.

For the financial year 2025-26, Choice Connect reported a
Revenue of ' 6972.83 Lakhs, compared to ' 5,538.52 Lakhs in
the previous year. The company achieved a Profit before tax
of ' 117.99 Lakhs, improving from a Profit before tax of ' 37.93
Lakhs in the prior fiscal year.

4. Choice Insurance Broking India Private Limited (Choice
Insurance) - Wholly Owned Subsidiary of Choice Equity
Broking Private Limited

Choice Insurance isdedicatedto makinginsurancesolutions
more accessible and customer-centric by simplifying the
insurancebuying experience.Through its strong partnerships
with leading insurance companies, the Company offers
a comprehensive portfolio of insurance products and
customized risk protection solutions, enabling customers to
choose offerings best suited to their diverse requirements.

As an entity registered with the Insurance Regulatory and
Development Authority of India (IR DA I) as an Insurance
Distributor, Choice Insurance adheres to the highest
standards of regulatory compliance, transparency, and
ethical business practices. Backed by its robust distribution
network and customer-focused approach, the Company
is well-positioned to deliver trusted insurance solutions
while fostering long-term financial security for its
customers.

During the year under review, the Company acquired the
remaining 50% stake in Choice Insurance on March 10, 2026,
pursuant to which Choice Insurance became a wholly
owned subsidiary of the Company.

For the financial year2025-26, Choice Insurance reported a
Revenue of ' 8737.80 Lakhs, compared to ' 8970.85 Lakhs
in the previous year. The company achieved a Profit before
tax of ' 459.10 Lakhs, improving from a Profit before tax of '
1504.80 Lakhs in the prior fiscal year.

Mutual Fund

1. Choice AMC Private Limited (Choice AMC) - Wholly
Owned Subsidiary of CIL

Choice Mutual Fund (‘the Mutual Fund’/ ‘the Fund’) was set
up as a Trust by the Settlor, Choice International Limited on
March20,2025 with Choice Trustees Services Private Limited
(‘the Trustee’) as the Trusteein accordance with the provisions
of the Indian T rust Act, 1882 and is duly registered under the
Indian Registration Act,1908.The Trustee has entered into an
Investment Management Agreement dated March 20,2025,
with Choice AMC to function as the Investment Manager for
all the schemes of the Fund.TheFund wasregistered with SEBI
on August 01, 2025, under Registration Code MF/087/25/13.

During the Financial Year under review, upon receipt of
the requisite regulatory approvals from the Securities
and Exchange Board of India ("SEBI") in relation to the
commencement of the mutual fund business, the Company's
asset management operations became operational.
Following this milestone, the Company undertook various
initiatives towards the establishment and launch of its mutual
fund business, with a strategic focus on passive investment
products.

The Assets under Management of the schemes of CHOICE
MUTUAL FUND as of March 31, 2026, was ' 53.04. crores.
The total number of investor folios under all schemes of
CHOICE MUTUAL FUND as of March 31, 2026, were 17,315.

For the financial year 2025-26, Choice AMC reported
revenue of ' 331.17 Lakhs, as compared to ' 61.83 Lakhs
in the previous year. During the year under review, the
Company reported a loss before tax of ' 745.71 Lakhs as
compared to ' 21.24 Lakhs in the previous year.

2. Choice Trustees Services Private Limited (Choice Trustee) -
Wholly Owned Subsidiary of CIL

As part of the infrastructure established for carrying out
Asset Management Company (AMC) operations, the
Company has appointed Choice Trustees. The Trustee
Company is responsible for overseeing and supervising
the activities of the AMC, while ensuring compliance with
applicable regulatory requirements and maintaining
appropriate governance standards.

Consistent with regulatory expectations, the Board of the
Trustee Company comprises a majority of Independent
Directors to ensure effective oversight and independence.
Choice Trustees is wholly owned subsidiary of the
Company.

For the financial year 2025-26, Choice Trustee
commenced revenue generation and reported revenue
of ' 0.93 Lakhs, as compared to Nil in the previous year.
During the year, the Company reported a loss of ' 23.47
Lakhs, as compared to Nil in the previous year, reflecting
the Company's initial stage of operations.

Non-Banking Financial Services

Choice Finserv Private Limited (“CFPL”), a subsidiary of the
CIL provides a diversified range of financing solutions,
including MSME Loans, Loan Against Property (LAP),
Supply Chain Finance, Vehicle Loans, Rooftop Solar Loans,
designed to meet the varied financing requirements
of businesses and individuals. These offerings provide
tailored financing solutions based on a comprehensive
evaluation of the borrower’s financial position, cash flow
generation, repayment capacity and creditworthiness,
supporting business expansion, working capital
requirements, asset acquisition and other financing needs.

CFPL follows a robust and disciplined credit underwriting
framework, with a focus on extending credit to customers
demonstrating sound financial health, stable income
streams and a proven track record of timely repayments.

During the year under review, CFPL strengthened its
technology-driven lending platform by digitising the
entire loan lifecycle, including customer onboarding,
documentation, credit assessment, workflow
management and borrower communications. The

Company also introduced several new lending products
with fully integrated digital processes, enabling scalable
growth while enhancing operational efficiency and
governance.

During the year, CFPL’s improved financial performance
and asset quality were recognised through credit rating
upgrades. “Acuite Ratings & Research Limited” assigned
an “ACUITE A-/Stable” rating, while “India Ratings &
Research” upgraded the Company’s rating from “IND BBB/
Stable” to “IND A-/Stable” for its Bank Loan Facilities and
Non-Convertible Debentures (“NCDs”).

For the financial year 2025-26, CFPL reported a Revenue
of ' 15,909.59 Lakhs, compared to ' 11,606.09 Lakhs in the
previous year. The company achieved a Profit before tax
of ' 1,562.03 Lakhs, improving from a Profit before tax of
' 1,192.93 Lakhs in the previous year.

Advisory Services

The Group delivers its advisory services through the
following subsidiaries:

1. Choice Capital Advisors Private Limited (Choice Capital
Advisors) - Wholly Owned Subsidiary of CIL

Choice Capital Advisors Private Limited (“CCAPL”), a SE BI¬
registered Category-I Merchant Banker, provides end-
to-end financial advisory and capital market solutions,
covering the entire transaction lifecycle from strategy
and structuring to execution. Its service offerings span
Main Board IPOs, SME IPOs, Rights Issues, Preferential
Issues and Open Offers, supported by strong execution
capabilities and a disciplined approach towards
regulatory compliance.

CCAPL’s key strengths include robust deal origination
capabilities, deep industry relationships and the ability
to manage complex capital market transactions with
a high degree of process transparency and regulatory
adherence. Its boutique and client-focused approach,
backed by the strength and experience of a diversified
financial services group, enables it to deliver customised,
unbiased and execution-oriented financial solutions.

During the year, CCAPL continued to strengthen its
capital markets franchise and build a healthy transaction
pipeline. It is presently handling 34 ongoing IPO mandates,
with an aggregate tentative fund-raising potential
of approximately ' 75.5 billion, reflecting its growing
presence in the merchant banking and capital markets
advisory space.

For the financial year 2025-26, Choice Capital Advisors
reported a Revenue from operation of ' 11,408 Lakhs,
compared to ' 4,664.86 Lakhs in the previous year. The
company achieved a Profit before tax of ' 8,928.87 Lakhs,
improving from a Profit before tax of ' 2,729.95 Lakhs in the
previous year.

2. Choice Consultancy Services Private Limited (Choice
Consultancy) - Subsidiary of CIL

Choice Consultancy Services Private Limited, a subsidiary
of the Company, continues to play an important role in
the Group’s Infrastructure Consultancy and Government
Advisory business. The company provides advisory,
technical and project management support across
sectors such as roads and highways, bridges, water
resource management, affordable housing, solid waste
management, urban development, public financial
reforms, information technology, e-governance,
e-learning and smart education.

Choice Consultancy continues to work on high-impact
infrastructure and development projects by providing
services including research and surveys, bid process
management, policy advisory, monitoring and evaluation
and other project-related consultancy services. Through
its domain expertise and execution capabilities, Choice
Consultancy remains committed to supporting sustainable
development and contributing to India’s infrastructure
growth and modernisation.

As on March 31, 2026, the Company held 90% stake in
Choice Consultancy Services Private Limited. During the
year, the Company’s holding in Choice Consultancy was
reduced from 100% to 90% pursuant to the preferential
allotment of equity shares by Choice Consultancy to
its Directors, Mr. Bhalchandra Murarka and Mr. Nitesh
Agarwal, on July 01, 2025.

For the financial year 2025-26, Choice Consultancy
reported a Revenue from operation of ' 19,850.05 Lakhs,
compared to ' 20,141.91 Lakhs in the previous year. During
the year under review, the company’s Profit before tax of
' 3,922.30 Lakhs as compared to ' 5,040.06 Lakhs in the
previous year.

As on March 31, 2026, Choice Consultancy held
investments in the following subsidiaries / joint venture
entities:

• Choice Proptech Solutions Private Limited - 100%

• SKP Green Ventures Private Limited - 75%

• Choice Global Advisory Services Limited - 100%

• Choice Green Energy MH-1 Private Limited - 51%

• Choice Green Energy MH-2 Private Limited - 51%

• Choice Green Energy Solutions Private Limited - 100%

• Ayoleeza Consultants Private Limited - 100%

The joint ventures / project-specific associations of
Choice Consultancy include:

• Thoughts Consultants Jaipur Private Limited JV with
Choice Consultancy Services Private Limited - 50%

• CCSPL - I&R JV - 50%

• Choice Consultancy Services JV with Mars Planning &
Engineering - 50%

• CCSPL - PD & EX JV - 65%

Further, Ayoleeza Consultants Private Limited, a
wholly owned subsidiary of Choice Consultancy, also
participates in joint venture arrangements, including:

• Ayoleeza Consultants Private Limited JV

• Almondz Global Infra-Consultant Limited JV

• Satra Services & Solutions JV

Choice Consultancy Services Private Limited, through its
subsidiaries and step-down subsidiaries, continues to
expand its capabilities across infrastructure consultancy,
renewable energy, real estate technology and advisory
services. These entities are aligned with the Group’s
broader objective of building specialised businesses
and participating in emerging opportunities across
sustainable infrastructure and development-oriented
sectors.

A brief overview of the key subsidiaries / step-down
subsidiaries is provided below:

Choice Proptech Solutions Private Limited, a wholly
owned subsidiary, has altered its object clause to
undertake technology-driven real estate distribution,
marketing and advisory activities. The company aims to
create a structured marketplace connecting developers,
channel partners, real estate agents, investors, tenants
and homebuyers through digital platforms, data analytics
and targeted marketing initiatives. Its focus is to support
faster property transactions, improved sales visibility and
efficient inventory absorption for real estate developers.

SKP Green Ventures Private Limited operates in the
renewable energy sector and is engaged in activities
relating to solar power projects. The company supports
the Group’s participation in sustainable infrastructure and
green energy opportunities. Choice Consultancy Services
Private Limited holds 75% stake in the company.

Choice Green Energy MH-1 Private Limited is engaged
in renewable energy and solar project-related activities.
The company has been structured to undertake project-
specific green energy initiatives and support the Group’s
focus on sustainable infrastructure opportunities. Choice
Consultancy Services Private Limited holds 51% stake in
the company.

Choice Green Energy MH-2 Private Limited operates in
the renewable energy space and supports the Group’s
solar power project initiatives. The company forms part
of the Group’s green energy portfolio and is focused on
project-specific renewable energy opportunities. Choice
Consultancy Services Private Limited holds 51% stake in
the company.

Choice Green Energy Solutions Private Limited, a wholly
owned subsidiary, is focused on renewable energy
and related infrastructure opportunities. The company
supports the Group’s objective of expanding its presence
in the sustainable energy sector and participating in
green infrastructure projects.

Ayoleeza Consultants Private Limited, a wholly owned
subsidiary, strengthens the Group’s infrastructure
consultancy and advisory capabilities. The company is
engaged in project-specific consultancy assignments
and also participates in joint venture arrangements for
specialised infrastructure and development projects.

Technology Platform

Choice Tech Lab Solutions Private Limited “Choice
Tech Lab” functions as the dedicated technology arm
of the Choice Group, driving and enabling its digital
transformation initiatives.

Choice FinX embodies the vision of "One Customer,
One Platform", offering an integrated financial services
super app that brings together a comprehensive range
of financial solutions through a single digital interface.
The platform is designed to provide customers with a
seamless, convenient, and technology-driven experience
across their financial journey.

Choice Tech Lab serves as the technology backbone
of the Choice Group, driving innovation and digital
transformation across its businesses. By developing
robust technology platforms and scalable digital
solutions, Choice Tech Lab has transformed the Group
from a conventional financial services provider into a
technology-enabled fintech ecosystem. As the Group's
dedicated technology arm, it continues to strengthen
operational capabilities, accelerate digital innovation,
and support the delivery of efficient, customer-centric
financial services.

During the year under the review

For the financial year 2025-26, Choice Tech Lab reported
a Revenue of INR 3706.79 Lakhs, compared to INR 2510.71
Lakhs in the previous year. The company achieved a
Profit before tax of INR 206.13 Lakhs, improving from a loss
before tax of INR 153.73 Lakhs in the previous year.

8. MATERIAL SUBSIDIARIES OF THE COMPANY

The Company has formulated and adopted a Policy for
Determination of Material Subsidiaries in accordance
with Regulation 16 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (“LODR
Regulations”). The said policy has been approved by
the Board of Directors and is hosted on the Company’s
website under the “Investor Relations” section at www.
choiceindia.com

Pursuant to the said policy and in compliance with
Regulation 16 of the LODR Regulations, the following
subsidiaries have been identified as Material Subsidiaries
of the Company, as their net worth and/or income exceeds
10% of the consolidated net worth and/or income of the
Company as on March 31, 2026.

• Choice Equity Broking Private Limited

• Choice Consultancy Services Private Limited

• Choice Finserv Private Limited

• Choice Capital Advisors Private Limited

These entities play a significant role in the operations
and financial performance of the Group and are subject
to enhanced governance and oversight as per the
applicable regulatory provisions.

10. CHANGE IN DIRECTORSHIP DURING THE YEAR

During the year under review, Mrs. Sudha Bhushan (DIN:
01749008) completed her first term of five consecutive
years as an Independent Director of the Company and
accordingly ceased to hold office as an Independent
Director with effect from February 11, 2026.

Further, based on the recommendation of the Nomination
and Remuneration Committee, the Board appointed
Mrs. Barnali Mukherjee (DIN: 11063352) as an Additional
Director in the category of Non-Executive Independent
Director of the Company for a term of five consecutive
years with effect from March 27, 2026, subject to the
approval of the shareholders. Subsequent to the close
of the financial year, the shareholders of the Company
approved the appointment of Mrs. Barnali Mukherjee as
a Non-Executive Independent Director through May 10,
2026 vide Post Ballot Notice dated March 27, 2026.

Additionally, after the closure of financial year, Mr.
Kanhaiyaial Berwal (DIN: 07535424) and Mr. Ashok Kumar
Thakur (DIN: 07573726) completed their two terms of five
consecutive years as an independent director of the
Company and accordingly ceased to hold office as an
independent director w.e.f. 13^th July, 2026.

11. KEY MANAGERIAL PERSONNEL (KMP)

The following individuals constituted the Key Managerial
Personnel (KMP) of the Company as on March 31, 2026, in
accordance with Section 203 of the Companies Act, 2013:

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

12. RETIREMENT BY ROTATION & SUBSEQUENT RE
APPOINTMENT

In accordance with Section 152 and other applicable
provisions, if any, of the Companies Act, 2013, read with the
Companies (Appointment and Qualification of Directors)
Rules, 2014 (including any statutory amendments or re¬
enactments thereof for the time being in force), and
the Articles of Association of the Company, Mr. Arun
Kumar Poddar (DIN: 02819581) CEO and Director, is liable
to retire by rotation in the capacity of Director at the
ensuing Annual General Meeting and, being eligible, has
expressed his willingness for re-appointment.

The Board of Directors has recommended his re¬
appointment for the approval of the Members at the
forthcoming 33^rd Annual General Meeting of the Company.

The requisite resolutionforhisre-appointment,along with his
brief profile and other relevant particulars, is included in the
Notice convening the said Annual General Meeting.

13. INDEPENDENT DIRECTOR’S DECLARATIONS;

The Company has received the necessary declarations
and confirmations from all Independent Directors in terms
of Section 149(6) of the Companies Act, 2013 (“the Act”)
and Regulation 16(1)(b) of the SEBI (Listing Obligations

and Disclosure Requirements) Regulations, 2015 (“Listing
Regulations”), confirming that they meet the criteria of
independence prescribed under the Act and the Listing
Regulations. Further, in accordance with Regulation 25(8)
of the Listing Regulations, the Independent Directors have
confirmed that there are no circumstances or situations,
existing or reasonably anticipated, which may impair or
affect their ability to discharge their duties independently
and objectively. They have also confirmed that they are
not disqualified from being appointed or continuing as
Directors in terms of Section 164 of the Act.

Based on the declarations and confirmations received,
the Board is of the opinion that all Independent Directors
of the Company continue to fulfil the conditions of
independence specified under the Act and the Listing
Regulations and are independent of the management.
The Board also believes that the Independent Directors
possess the required skills, knowledge, experience,
expertise and integrity necessary for effectively
discharging their responsibilities. During the year under
review, there was no change in the circumstances
affecting the status of the Independent Directors of the
Company.

In terms of Section 150 of the Act read with Rule 6 of the
Companies (Appointment and Qualification of Directors)
Rules, 2014, as amended, all Independent Directors of the
Company have registered their names in the databank
maintained by the Indian Institute of Corporate Affairs
(“IICA”). Further, as required under the Listing Regulations,
the Board has identified the core skills, expertise and
competencies required for the effective functioning of
the Board in the context of the Company’s business. The
details thereof are provided in the Corporate Governance
Report forming part of this Annual Report.

14. NUMBER OF MEETINGS OF THE BOARD

During the financial year 2025-26, the Board of Directors
of the Company met (5) five times. The particulars of the
Board Meetings, including the dates of the meetings and
attendance of the Directors thereat, are set out in the
Corporate Governance Report, which forms part of this
Annual Report.

The Company has duly complied with the applicable
provisions of the Secretarial Standard on Meetings of
the Board of Directors (SS-1) issued by the Institute of
Company Secretaries of India.

15. COMMITTEE OF THE BOARD

As on March 31, 2026, the Board of Directors of the
Company had constituted the following statutory and
regulatory Committees in accordance with the applicable
provisions of the Companies Act, 2013 and the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

4. Corporate Social Responsibility Committee

5. Risk Management Committee

The composition of the aforesaid Committees, number of
meetings held during the financial year 2025-26 and the
attendance of the Committee members are provided in the
Corporate Governance Report, which forms an integral part
of this Annual Report.

In addition to the above Committees, the Company has
also constituted certain internal committees to ensure
smooth, timely and efficient handling of operational,
financial and procedural matters. These committees
comprise Executive Directors, Independent Directors and
members of the Senior Management, as may be required,
and are intended to support effective decision-making
and efficient functioning of the Company.

The internal committees constituted by the Company
include the following:

1. Management Committee (Formerly known as a
Finance Committee)

2. Investment Committee

3. Securities Allotment Committee

The meetings of these internal committees are convened
from time to time, depending upon business and
operational requirements. Decisions are taken collectively,
with due consideration of the views of the members, and
are based on the approval of the requisite majority. The
composition of such committees is structured to ensure
appropriate participation, balanced deliberation and
independent judgement.

The decisions and resolutions passed by the internal
committees are placed before the Board of Directors for
its review, noting and necessary records, as applicable.

16. LISTING ON STOCK EXCHANGES

As on March 31, 2026, the Company’s Equity Shares are
listed on BSE Limited & the National Stock Exchange of
India Limited.

17. DIVIDEND

In accordance with Regulation 43A of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,2015,
the Companyhas adopted a Dividend Distribution Policy.The
said Policy is available on the website of the Company at
https://cmsapi.choiceindia.com/assets/d1df3cff-f17e-4f54-
9d1a-aacc1bcc91b8

TheBoardofDirectors,afterconsideringtheCompany’slong-
term growth plans, ongoing business expansion, working
capitalrequirementsandfutureinvestmentopportunities,has
considered it prudent to conserve the available resources of
the Co mpany.

In line with the Dividend Distribution Policy of the Company,
the Board has decided to conserve and reinvest the profits
in the business with a view to strengthening the Company’s
financial foundation and supporting its strategic growth
plans. This decision reflects the Company’s focus on
sustainable expansion, operational resilience and long¬
term value creation for its stakeholders.

18. DEBENTURES

During the year under review, the Company did not issue
any debentures.

19. DEPOSIT

During the year under review, the Company has
not accepted any Public Deposits nor there are any
outstanding Public Deposits or interest during the Year
ended March 31, 2026.

20. INVESTOR EDUCATION AND PROTECTION FUND

The Company was not liable to transfer any Unclaimed
Dividend amount to Investor Education and Protection
Fund “IEPF” as the Company has not declared any
Dividend since FY 2016-2017.

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

Members are requested to claim the dividend which
have remained unclaimed by sending a return notice
to the company at info@choiceindia.com, secretarial©
choiceindia.com or to Company’s Registrar at investor.
helpdesk@in.mpms.mufg.com or at their address at MUFG
Intime India Private Limited - C 101, Embassy 247, L.B.S.Marg,
Vikhroli (West), Mumbai - 400083.

21. SECRETARIAL STANDARDS

The Company has put in place adequate systems and
processes to ensure compliance with the applicable
Secretarial Standards issued by the Institute of Company
Secretaries of India. The said systems are adequate and
operating effectively.

22. FINANCIAL ACCOUNTING

The Financial Statements of the Company for the
financial year ended March 31, 2026 have been prepared
in accordance with the applicable Indian Accounting
Standards (“Ind AS”) prescribed under Section 133 of the
Companies Act, 2013, read with the relevant rules framed
thereunder, and in conformity with the accounting
principles generally accepted in India.

In accordance with the provisions of Section 129(3) of the
Companies Act, 2013, read with Rule 5 of the Companies
(Accounts) Rules, 2014, a statement containing the features
of the financial statements of the Company’s subsidiaries,
associates and joint ventures, in Form AOC-1, is annexed
to this Report and forms an integral part hereof.

The estimates, assumptions and judgments applied in
the preparation of the Financial Statements have been
made on a prudent and reasonable basis. The Financial
Statements have been prepared so as to present a true
and fair view of the state of affairs of the Company,
including its financial position, financial performance and
cash flows for the financial year ended March 31, 2026.

23. AUDITORS’

Statutory Auditors and Auditors’ Report

M/s. M S K A & Associates, Chartered Accountants, were
appointed as the Statutory Auditors of the Company for

a term of five consecutive years, commencing from the
conclusion of the 29^th Annual General Meeting held on
September 15, 2022 until the conclusion of the Annual
General Meeting to be held in the year 2027.

During the year under review, the Company was informed
that the constitution of M/s. M S K A & Associates,
Chartered Accountants, has been converted into a Limited
Liability Partnership under the provisions of the Limited
Liability Partnership Act, 2008, and the firm is now known
as “M S K A & Associates LLP, Chartered Accountants”. The
Statutory Auditors have confirmed that they continue to
fulfil the eligibility criteria and are not disqualified from
continuing as Statutory Auditors of the Company under
the provisions of the Companies Act, 2013.

M S K A & Associates LLP, Chartered Accountants, being
the Statutory Auditors of the Company, have issued their
report on the Standalone and Consolidated Financial
Statements of the Company for the financial year ended
March 31, 2026. The Auditors’ Report forms part of this
Annual Report.

The Auditors’ Report does not contain any qualification,
reservation, adverse remark or disclaimer. Further, during
the year under review, the Statutory Auditors have not
reported any instance of fraud to the Audit Committee
under Section 143(12) of the Companies Act, 2013.

Secretarial Auditor and Secretarial Audit Report

M/s. R M Mimani & Associates LLP, Company Secretaries,
were appointed as the Secretarial Auditors of the
Company for a term of five consecutive years, commencing
from the conclusion of the 32^nd Annual General Meeting
held on September 17, 2025, until the conclusion of the
Annual General Meeting to be held in the year 2030.

The Secretarial Audit Report issued by the Secretarial
Auditor for the financial year 2025-26 is annexed to this
Report and forms an integral part of the Annual Report.
The Report confirms compliance by the Company with
the applicable provisions of the Companies Act, 2013, the
SEBI Listing Regulations, and other applicable laws, rules,
regulations and guidelines. The Secretarial Audit Report
does not contain any qualification, reservation, adverse
remark or disclaimer.

The Company has also obtained the Annual Secretarial
Compliance Report for the financial year 2025-26 from
M/s. R M Mimani & Associates LLP, confirming compliance
with the applicable SEBI Regulations, circulars and
guidelines. The said report has been included as part
of this Annual Report in line with applicable regulatory
requirements and good governance practices.

Secretarial Audit of Material Unlisted Subsidiaries

Pursuant to Regulation 24A of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015, the material unlisted subsidiaries of the Company
incorporated in India are required to undertake
secretarial audit and the Secretarial Audit Reports of such
subsidiaries are required to be annexed to the Annual
Report of the Company.

Accordingly, the Secretarial Audit Reports of the material
unlisted subsidiaries of the Company for the financial
year 2025-26 are annexed as “Annexure III” to this Board’s
Report and form part of this Annual Report.

There are certain observations, comments given by the
secretarial Auditor and Management for -
1. Choice Finserv Private Limited

1. Private Placement / Preferential Allotment: In
relation to certain private placements of NCDs
and preferential allotment of equity shares, certain
procedural filing matters were noted under the
applicable provisions of the Companies Act, 2013
and the relevant Rules. The underlying corporate
approvals and compliances were completed within
the applicable timelines, and the delay in procedural
filings was primarily on account of technical
issues on the MCA portal. The requisite filings were
subsequently completed.

2. Registration of Charge: Form CHG-9 in respect
of certain secured NCDs was filed within the
prescribed timeline and was resubmitted pursuant to
observations raised by the Registrar of Companies.
However, due to technical and procedural issues
encountered during processing, the registration
of charge remains pending. The matter is being
actively pursued with the Registrar of Companies for
appropriate resolution.

3. Prior Intimation of Record Date: A delay occurred in
furnishing prior intimation to the Stock Exchange in
respect of the record date under Regulation 60(2)
of the SEBI LODR Regulations. The fine levied by BSE
Limited was duly paid, and the subsidiary has since
strengthened its compliance monitoring and review
mechanisms to ensure timely submissions going
forward.

4. Half-Yearly Statement of Debt Securities: The Half¬
Yearly Statement of Debt Securities was submitted to
the Stock Exchange with a delay of one working day
due to a technical issue encountered during the filing
process. The delay was procedural in nature and did
not affect the accuracy of the disclosure. Enhanced
monitoring controls have since been implemented to
ensure timely regulatory filings in future.

2. Choice Equity Broking Private Limited

1. Constitution of CSRCommittee: TheCSR Committee was
earlier constituted at the Group level. Pursuant to the
applicable provisions, the Company has subsequently
constituted its CSR Committee at the Company level,
which is in place as on the date of signing of this Report.

3. Choice Consultancy Services Private Limited

1. Preferential Allotment: In relation to preferential
allotment of equity shares, certain procedural filing
matters were noted under the applicable provisions
of the Companies Act, 2013 and the relevant Rules.
The underlying corporate approvals and compliances
were completed within the applicable timelines,
and the delay in procedural filings was primarily on
account of technical issues on the MCA portal. The
requisite filings were subsequently completed.

2. Constitution of CSR Committee: The CSR Committee
was earlier constituted at the Group level. Pursuant
to the applicable provisions, the Company has
subsequently constituted its CSR Committee at the
Company level, which is in place as on the date of
signing of this Report

In respect of Choice Insurance Broking Private limited, the
secretarial auditors have not reported any observations
or adverse remark.

Internal Auditor

M/s. Gupta Shyam & Co. were appointed as the Internal
Auditors of the Company for the Financial Year 2025-26.
The reports submitted by the Internal Auditors were
periodically reviewed by the Audit Committee and were
also considered by the Statutory Auditors as part of the
statutory audit process, ensuring a robust internal control
framework throughout the year.

24. CORPORATE GOVERNANCE

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

25. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

26. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Your Company considers the Business Responsibility and
Sustainability Report (“BRSR”) as an important framework
for communicating its approach towards responsible
business conduct, sustainability, governance and long¬
term stakeholder value creation. The Company recognises
that environmental, social and governance (“ESG”)
considerations are increasingly relevant to business
resilience, stakeholder confidence and sustainable
growth.

During the year under review, the Company continued
to focus on embedding responsible business practices
across its operations. The Company’s sustainability
approach is guided by efficient resource utilisation,
responsible environmental practices, employee welfare,
inclusive growth, ethical conduct, sound governance
practices, risk management and accountability.

On the environmental front, the Company remains focused
on reducing its environmental footprint through measures
relating to energy efficiency, resource optimisation, waste
management and sustainable operational practices.
From a social perspective, the Company continues to
prioritise employee engagement, health and safety,
learning and development, diversity and inclusion,
community initiatives and respect for human rights. On

the governance front, the Company remains committed
to transparency, regulatory compliance, ethical business
conduct, stakeholder engagement and effective
grievance redressal mechanisms.

The BRSR provides detailed disclosures on the Company’s
policies, initiatives and performance across key ESG
parameters, including environmental management,
employee and social responsibility, customer and
stakeholder engagement, governance practices and
responsible business conduct.

Further, as the Company falls within the top 500 listed
entities based on market capitalisation, the Company
has obtained third-party assurance/assessment on the
applicable BRSR Core disclosures, in accordance with the
applicable requirements of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 and
relevant circulars issued thereunder.

Through the BRSR and the assurance/assessment process,
the Company reaffirms its commitment to transparency,
responsible governance, sustainable business practices
and long-term value creation for all stakeholders. The
Business Responsibility and Sustainability Report, together
with the assurance/assessment report, forms an integral
part of this Annual Report and is annexed.

27. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The provisions relating to Corporate Social Responsibility
are applicable to your Company during the year. At the
Group level, the Company has contributed ?3,20,34,924
towards CSR activities. In line with the provisions of the
Companies Act, 2013, the Group continues to focus on
Education and Healthcare as key areas for contributing
towards the holistic development of society and building
a better future for the country. The CSR annexure is
attached to the Board’s Report.

28. PARTICULARS OF LOANS, GAURANTEES OR INVESTMENTS
BY THE COMPANY

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

29. RELATED PARTY TRANSACTIONS

PursuanttotheapplicableprovisionsoftheCompaniesAct,2013
and the SEBI (Listing Obligations and DisclosureRequirements)
Regulations,2015(“ListingRegulations”),theBoardof Directors
of the Company has formulated and adopted a Policy on
Related Party Transactions.The Policy is reviewed at regular
intervals and revised, wherever considered necessary. The
Policy is available on the website of the Company and can
be accessed at https://cmsapi.choiceindia.com/assets/
cd97214d-8156-4582-847e-b3e9aefc1ad9

During the year under review, all contracts, arrangements
and transactions entered into by the Company with its
related parties were undertaken in the ordinary course of
business and on an arm’s length basis. Such transactions
were carried out in accordance with the applicable

provisions of the Companies Act, 2013 and the Listing
Regulations.

In compliance with the Listing Regulations and the
Company’s Policy on Related Party Transactions, all
related party transactions were placed before the Audit
Committee for its consideration and approval. The Audit
Committee also granted omnibus approval on an annual
basis for related party transactions of a repetitive nature,
undertaken in the ordinary course of business and on an
arm’s length basis. The transactions entered into during the
year were periodically reviewed by the Audit Committee
and were found to be in conformity with the related party
transaction framework of the Company.

Since all related party transactions entered into during
the year were in the ordinary course of business and on
an arm’s length basis, the disclosure requirements are not
attracted. Accordingly, disclosure of particulars in Form
AOC-2 is not applicable for the year under review.

The disclosures relating to related party transactions, as
required under IND AS 24 and Schedule V of the Listing
Regulations, including the details of related parties and
transactions entered into with them, form part of the
Financial Statements of the Company.

The Company continues to maintain high standards of
transparency, integrity and accountability in its business
operations. In furtherance of its commitment to sound
corporate governance, all related party transactions
are undertaken in strict compliance with the applicable
statutory requirements and the governance framework
adopted by the Company.

30. EXTRACTS OF ANNUAL RETURN

In accordance with the requirements under Section 92(3)
and Section 134(3)(a) of the Act and the applicable rules,
the annual return as on March 31, 2026 is available on the
website of the Company www.choiceindia.com.

31. CEO / CFO CERTIFICATIONS

In terms of the requirements of Regulation 17(8) read with
Part B of Schedule II of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the certificate
issued jointly by Mr. Arun Kumar Poddar, Chief Executive
Officer, and Mr. Manoj Singhania, Chief Financial Officer
of the Company, for the financial year 2025-26 forms part
of the Corporate Governance Report.

The said certificate confirms, inter alia, the correctness of
the financial statements, adequacy of internal controls
relating to financial reporting, and compliance with the
applicable requirements specified under the SEBI Listing
Regulations.

32. NOMINATION & REMUNERATION POLICY AND
COMMITTEE

The Board of Directors has approved and adopted a
comprehensive Nomination and Remuneration Policy
which sets out the framework for determining the
remuneration of Directors, Key Managerial Personnel
(“KMP”) and Senior Management. The Policy lays down the
guiding principles, philosophy and approach followed by

the Company in structuring and approving remuneration,
with a view to ensuring fairness, consistency and
alignment with the overall objectives of the Company.

In addition to matters relating to remuneration, the Policy
prescribes the criteria for determining the qualifications,
positive attributes and independence of Directors. It also
provides the framework for the identification, selection
and appointment of KMP and Senior Management
personnel, having regard to their professional capabilities,
experience and ethical standards. The Nomination and
Remuneration Committee (“NRC”) and the Board of
Directors duly consider these parameters while evaluating
candidates for appointment and assessing their suitability
for the respective roles.

Pursuant to the provisions of Section 178 of the Companies
Act, 2013 and the applicable provisions of the SEBI
Listing Regulations, the Company has constituted the
NRC. The NRC is responsible, inter alia, for formulating
and overseeing the criteria relating to the appointment
and remuneration of Directors and Senior Management
personnel. The Committee also periodically reviews
the composition and effectiveness of the Board and
identifies any gaps in skills, experience or expertise,
particularly while considering the appointment or
reappointment of Directors. The NRC reviews the profiles
of prospective candidates, assesses their professional
expertise, experience and competencies and undertakes
appropriate due diligence.

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

In terms of Section 178(3) of the Companies Act, 2013 and
Regulation 19 of the SEBI Listing Regulations, the NRC
has formulated appropriate criteria for determining the
qualifications, positive attributes and independence of
Directors.

In determining the qualifications of a Director, the
nomination process seeks to promote diversity of thought,
professional experience, knowledge, age and gender.
The objective is to maintain an appropriate balance of
functional, managerial and industry-specific expertise
on the Board, commensurate with the nature of the
Company’s businesses and its strategic priorities.

With respect to positive attributes, Directors are expected
to discharge their statutory and fiduciary responsibilities
diligently and uphold the highest standards of integrity
and ethical conduct. They are also expected to possess
effective communication skills, exercise sound and
independent judgment and contribute constructively
to the deliberations and decision-making of the Board.
All Directors are required to comply with the applicable
Code of Conduct and uphold principles of transparency
and accountability.

A Director is regarded as independent upon satisfying the
criteria prescribed under Section 149(6) of the Companies
Act, 2013 read with the applicable Rules and Regulation
16(1)(b) of the SEBI Listing Regulations. The prescribed
criteria, inter alia, consider financial, professional and

other relationships to ensure that Independent Directors
are able to exercise objective and unbiased judgment
while participating in the affairs of the Company.

Evaluation Process

The Company remains committed to creating sustainable
long-term value for its stakeholders through sound
governance, ethical practices and integrity. The Board of
Directors has an important role in guiding the strategic
direction of the Company, overseeing its performance and
maintaining effective governance standards. Accordingly,
meaningful participation and contribution by each
Director are essential for the effective functioning of the
Board.

At Choice, an annual performance evaluation process
is undertaken for KMP, Senior Management and other
eligible employees. A structured framework is similarly
followed for evaluating the performance of the Directors.
The evaluation process includes establishing appropriate
evaluation parameters, designing evaluation templates or
questionnaires, undertaking peer assessments, reviewing
the feedback received from Directors and preparing a
consolidated and weighted evaluation summary.

The performance of Directors is evaluated, inter alia,
based on their attendance and participation in Board
and Committee meetings, skills, expertise, experience,
leadership, judgment and integrity, understanding of
the Company’s business, strategy and key functional
areas, contribution to constructive discussions and timely
decision-making, oversight of financial performance, risk
management, internal controls and governance, effective
communication with management and fellow Board
members, and their overall contribution towards the
Company’s growth, brand and reputation.

The evaluation framework is designed to assess both the
collective effectiveness of the Board and the individual
contribution of each Director towards the performance,
governance and long-term success of the Company.

Criteria for Determining Remuneration of Directors, Key
Managerial Personnel and Particulars of Employees

The remuneration of Directors is governed by the
Nomination and Remuneration Policy formulated
pursuant to Section 178 of the Companies Act, 2013 and
Regulation 19 of the SEBI Listing Regulations, including
any statutory amendments or re-enactments thereof. The
Policy seeks to ensure that the remuneration framework
is fair, transparent and in compliance with the applicable
statutory and regulatory requirements.

Performance evaluation forms an integral part of the
remuneration framework. The Independent Directors
meet separately to review the performance of the Non¬
Independent Directors and the Board as a whole. The
performance of the Chairperson is also evaluated, taking
into consideration the views of the Executive and Non¬
Executive Directors. The adequacy, quality and timeliness
of the flow of information between the management and
the Board are also reviewed to assess whether the Board
is provided with sufficient information to discharge its
responsibilities effectively and reasonably.

The outcome of the performance evaluation is
subsequently discussed at a meeting of the Board. The
performance of the Independent Directors is evaluated by
the entire Board, excluding the Director being evaluated,
thereby maintaining objectivity and transparency in the
evaluation process.

33. POLICIES ADOPTED BY THE COMPANY

In furtherance of its commitment to sound corporate
governance, transparency and effective internal
functioning, the Company has adopted various policies,
codes and internal frameworks to regulate its operations
and promote consistency in its governance practices. The
key policies and codes adopted by the Company include
the following:

• Whistle Blower Policy

• Policy on Material Subsidiaries

• Policy on Preservation of Documents

• Corporate Social Responsibility Policy

• Policy on Related Party Transactions

• Policy for Familiarization Programme for Independent
Directors

• Code of Practices and Procedures for Fair Disclosure
of Unpublished Price Sensitive Information

• Code for Independent Directors pursuant to Schedule
IV of the Companies Act, 2013

• Nomination and Remuneration Policy

• Policy for Determination of Materiality of Events or
Information

• Dividend Distribution Policy

• Risk Management Policy

• Employee Stock Option Plan / ESOP Policy

• Code of Conduct for Board Members and Senior
Management Personnel

• Insider Trading Policy

• Code of Conduct for Employees

• Policy on Prevention of Sexual Harassment at
Workplace

34. VIGIL MECHANISM

At “Choice,” transparency, integrity and ethical conduct
form an integral part of the Company’s governance
framework. The Company recognises the importance
of providing a secure and effective mechanism through
which employees may raise concerns relating to any
unethical or improper conduct.

Accordingly, the Company has implemented a Vigil
Mechanism by way of a Whistle Blower Policy, approved
by the Board of Directors pursuant to Section 177 of the
Companies Act, 2013 and Regulation 22 of the SEBI Listing
Regulations. The Policy enables employees to report
genuine concerns, suspected misconduct or unethical
practices while ensuring protection against retaliation or
adverse treatment.

The Company continues to encourage a culture of
openness and responsible reporting, enabling employees
to raise concerns in a fair and transparent manner. The
Whistle Blower Policy is hosted on the Company’s website
at www.choiceindia.com.

No complaints or reports were received under the Whistle
Blower mechanism during the year under review for the
Company or its subsidiaries.

35. POLICY ON PREVENTION OF SEXUAL HARASSMENT AT
WORK PLACE

Your Company accords high priority to the safety, dignity
and well-being of its women employees and remains
committed to providing a secure, respectful and inclusive
work environment. In this regard, the Company complies
with the provisions of the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal)
Act, 2013 and has constituted an Internal Complaints
Committee (“ICC”) to independently and impartially
address complaints relating to sexual harassment in a
prompt and confidential manner.

The Company also undertakes periodic workshops,
training sessions and awareness programmes to sensitise
employees on gender equality, workplace conduct and
the importance of maintaining a safe and harassment-
free work environment.

In addition to its policy framework and employee
awareness initiatives, the Company has implemented
appropriate safety measures across its premises,
including deployment of security personnel, installation
of CCTV cameras at identified locations, adequate
lighting in workspaces and common areas and controlled
access to office premises to prevent unauthorised entry.
The Company also encourages an open and supportive
environment where women employees may raise
concerns without fear of retaliation, discrimination or
adverse consequences.

A structured grievance redressal mechanism is in place
to ensure timely review and resolution of complaints
while maintaining confidentiality throughout the process.
The Company periodically reviews its workplace safety
practices and encourages employee feedback to further
strengthen its internal safety framework.

Through these measures, your Company continues to
promote a workplace founded on respect, safety and
inclusiveness, enabling all employees, including women
employees, to discharge their responsibilities with
confidence, dignity and a sense of security.

36. RISK MANAGEMENT

A structured and effective risk management framework
is essential for identifying, assessing and addressing
potential risks that may impact the Company’s operations
and future growth. The Company follows a comprehensive
approach to risk management, which includes periodic
assessment of key business risks, implementation of
appropriate control and mitigation measures and timely
reporting of material risks to the relevant stakeholders.

The Board of Directors has constituted a Risk Management
Committee entrusted with the responsibility of overseeing
the formulation, implementation and monitoring of the
Company’s risk management framework. The Committee
periodically reviews the risk management processes and
evaluates their effectiveness in addressing the evolving
risk environment.

The Audit Committee also exercises oversight over matters
relating to financial risks and the adequacy of internal
controls. Risks identified across various business segments
and functions are continuously monitored and addressed
through appropriate mitigation measures.

Further details relating to the Company’s risk management
framework and the measures adopted for identification
and mitigation of risks are provided in the Management
Discussion and Analysis, which forms an integral part of
this Report.

37. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

The Board of Directors has laid down an appropriate
framework of internal financial controls to be followed by
the Company. Such controls are commensurate with the
size, nature and complexity of the Company’s operations
and were found to be adequate and operating effectively
during the year under review.

The Company has also implemented a structured
Procurement System for managing the procurement of
goods and services required for its day-to-day operations
and business activities. The system encompasses various
modules, including vendor management, invoicing, petty
cash and administration expense management.

The Procurement System facilitates a defined and
streamlined approval workflow by establishing clear
approval hierarchies, documentation requirements,
review timelines and escalation mechanisms in the event
of delays or other issues. The flexible and configurable
nature of the system supports efficient business processes,
strengthens internal oversight and contributes towards
improved operational efficiency.

The Company has established policies, processes and
procedures to ensure the orderly and efficient conduct of
its business, adherence to internal policies, safeguarding
of assets, prevention and detection of frauds and errors,
accuracy and completeness of accounting records and
timely preparation of reliable financial disclosures.

The Audit Committee periodically reviews the adequacy
and effectiveness of the internal control systems and
recommends measures for further strengthening the
same, wherever required. The Audit Committee, Statutory
Auditors and respective Business Heads are apprised
of significant internal audit findings and the corrective
actions undertaken by the management. Material audit
observations, along with the status of remedial measures,
are also placed before the Audit Committee for its review
and oversight.

38. DIRECTORS' RESPONSIBILITY STATEMENT

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

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

b) the directors had selected such accounting policies and
applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give a
true and fair view 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 had 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;

d) the directors had prepared the annual accounts on a
going concern basis; and

e) the directors, in the case of a listed company, had laid
down internal financial controls to be followed by the
company and that such internal financial controls are
adequate and were operating effectively.

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

39. CONSERVATION OF ENERGY AND TECHNOLOGY
ABSORPTION

In keeping with its commitment towards sustainable
business practices and the principle of “Go Green”, the
Company continues to promote the use of technology
and paperless processes across its operations.

Although the nature of the Company's operations is not
energy intensive, the Company remains conscious of
the importance of energy conservation and continues
to encourage green and energy-efficient practices.
Details of the initiatives undertaken by the Company are
provided in the Business Responsibility and Sustainability
Report, forming part of this Annual Report.

40. FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year under review, the Company had no
foreign exchange earnings or outgo on both standalone
and consolidated basis.

41. HUMAN RESOURCES

Your Company recognises its employees as one of its
most valuable assets and remains committed to building
a positive, inclusive and performance-driven work
environment. The Company's human resource initiatives
continue to focus on attracting talent, enhancing
employee capabilities, strengthening engagement and
supporting the professional growth of its workforce.

Talent Acquisition and Development

During the year under review, the Company continued
to focus on attracting and onboarding capable
professionals to support its business growth and evolving
organisational requirements. The talent acquisition
process is designed to identify suitable candidates while
encouraging diversity and inclusiveness in the workforce.

The Company also continues to invest in learning and
development initiatives aimed at enhancing employee
skills, strengthening functional capabilities and supporting
career progression.

Employee Engagement and Well-being

The Company believes that an engaged and motivated
workforce plays an important role in achieving its
business objectives. Accordingly, various employee
engagement initiatives, communication platforms,
feedback mechanisms and recognition programmes
are undertaken to promote employee participation and
strengthen the overall employee experience.

The Company also continues to focus on employee
well-being and endeavours to create a supportive
work environment that encourages collaboration, open
communication and a healthy workplace culture.

Diversity, Equity and Inclusion

The Company is committed to fostering a diverse,
equitable and inclusive workplace that recognises and
respects the unique perspectives and contributions of
every individual. The Company's initiatives are aimed at
creating an environment where employees are treated
with dignity and respect and are provided equitable
opportunities for learning, development and career
growth.

Performance Evaluation

The Company follows a structured performance evaluation
framework to assess employee performance and provide
timely feedback. Regular and periodic performance
reviews enable employees to better understand their
responsibilities, progress and performance expectations,
while ensuring alignment of individual objectives with the
broader goals of the organisation.

The Board places on record its appreciation for the
dedication, commitment and contribution of the
employees towards the growth and success of the
Company. The Company remains committed to investing in
its human capital and strengthening a workplace culture
that encourages collaboration, innovation, performance
and excellence.

42. OTHER DISCLOSURES

During the year under review, no significant or material
orders were passed by any Regulator, Court or Tribunal
which could impact the going concern status of the
Company or its future operations.

No application has been made and no proceeding is
pending against the Company under the Insolvency and
Bankruptcy Code, 2016. Accordingly, the requirement

relating to disclosure of any application made or
proceeding pending under the Insolvency and Bankruptcy
Code, 2016 is not applicable to the Company.

No fraud has been reported by the Auditors to the Audit
Committee or the Board of Directors during the year under
review.

The disclosure required pursuant to Section 197(12) of the
Act read with Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 is
annexed and forms an integral part of this Report.

A statement containing the names of the top ten
employees in terms of remuneration drawn and
particulars of employees covered under Rules 5(2) and
5(3) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 forms part of this
Annual Report.

In accordance with the provisions of Section 136 of the
Act, the said statement is not being circulated along
with this Annual Report to the Members of the Company.
Any Member interested in obtaining a copy of the

said statement may write to the Company Secretary
at the Registered Office of the Company or email at
secretarial@choiceindia.com .

43. APPRECIATION AND ACKNOWLEDGEMENT

The Board of Directors places on record its sincere
appreciation for the dedication, commitment and
continued efforts of the employees of the Company,
whose contribution has been instrumental in supporting
the Company's growth and achievement of its objectives.

The Directors also express their sincere gratitude to
the Company's Bankers, Financial Institutions, Lenders,
Shareholders and other Stakeholders for their continued
trust, confidence and support extended to the Company
and the Choice Group.

The Board further acknowledges the guidance and
support received from the Reserve Bank of India, Securities
and Exchange Board of India, National Stock Exchange of
India Limited, BSE Limited, Ministry of Corporate Affairs,
Registrar of Companies, IRDAI, Depositories and other
Government and Regulatory Authorities and places on
record its appreciation for their continued cooperation.

On behalf of the Board of Directors
For Choice International Limited

Sd/- Sd/- Sd/-

Kamal Poddar Arun Kumar Poddar Ajay Kejriwal

Mumbai (Managing Director) Director and CEO (Director)

Date: 10.08.2026 DIN No: 01518700 DIN No: 02819581 DIN No: 03051841