Auditor Report of Choice International Ltd.

Mar 31, 2025

We Have audited the accompanying Standalone F>nancial
Statements ot Choice International Limited ( *lhe Company ),
which comprise the Balance Sheet as at March 31, 2025. and
the Statement ol Profit and Loss, including Other
Comprenenslve Income, the Statement of Changes in Equity
and the Statement of Cash Flows for the year then ended, and
notes to the Standalone Financial Statements, including
material accounting policy information and other explanatory
Information (hereinafter reletred to as the “Stnndalone
Financial Statements")

In our opinion and to the best of our information and
according to the explanations given to us the aforesaid
Standalone Financial Statements give the information required
by tho Companies Act, 2013 ("the Act'') in tnc manner so
required and give a true and fair view in conformity with the
Indian Accounting Standards prescribed under section 133 of
the Act ''ead with Companies (Indian Accounting Standards)
Rules, 2015, as amended find AS") and other accounting
principles generally accepted In India of the state of affairs of
the Company as at Match 31, 2025 and its profit (including
other comprehensive income), changes in equity and its t osh
flows for the year ended on that dote

Basis for Opinion

We conducted oui audit of the Standalone Financial
Statements In accordance with the Standards on Auditing
(SAs) specified undei section 143(10) of the Ad Oui
responsibilities under tnose Standards me further described in
the ''Auditor''s Responsibilities for the Audit of the Standalone
Financial Statements'' section of our report We are
Independent of the Company In accordance with the Code ot
Ethics issued by the Institute of Chartered Accountants of
India (“ICAO together with the ethical requirements that are
relevant to our audit of the Standalone Financial Statements
under the provisions of the Act and the Rules thereunder, and
We have fulfilled our other ethical responsibilities In
accordance with these requirements ana the Code ot Ethics.
We beiiove that ihe audit evidence obtained by us Is sufficient
and appropriate to provide a basis for our opinion

Key Audit Matters

Key audit matters are those matters that, In our professional
Judgment, were of most significance in our audit of the
Standalone Financial Statements for the year ended March 31,
2025 These matters were addressed in the context of our
audit of the Standalone Financial Statements as a whole, and
in forming our opinion thereon, and we do not provide a
separate opinion on these matters

We nave determined that there are no key audit matters to
communicate in our report-

information Other than the Standalone Financial Statements
and Auditor’s Report Thereon

Tne Company''s Management and Bomd of Directors is
responsible for ''he other information The other Information
comprises Ihe information included in Annual report but does
not Include the Standalone Financial Statement and our
auditor’s report thereon The Annual Report Is expected to be
made available to us after that date ol this auditor''s report

Our opinion on the Standalone Financial Statements does not
cover tho other Intormatton and we will not c-xpross any form
of assurance conclusion thereon

In connection with our audit of Ihe Standalone Financial
Statements, our responsibility is to read the other information
identified above when it becomes available and. in doing so,
consider whether the other information Is materially
inconsistent with the Standalone Financial Statements or our
knowledge obtained in the audit, or otherwise appears to be
materially misstated

When we read die Annual report, If we conclude that there Is
a matenal misstatement therein, we arc- required to
communicate the matter to those charge with governance
under SA 720 The Auditor''s Responsibilities Relating to
Other Information''

Responsibilities of Management and Those Charged with
Governance for the Standalone Financial Statements

The Company''s Board o• Directors Is responsible for the
matters stated in section 134(5) of the Act with respect to the
preparation of these Standalone Financial Statements that
give a hue and fair view of hie financial position, financial
performance, changes In equity and cash flows of the
Company in accordance with the accounting principles
generally accepted In India, including the Indian Accounting
Standards specified under section 133 of the Act This
responsibility also Includes maintenance of adequate
accounting records tn accordance with the provisions ot the
Act for safeguarding of the assets of the Company and for
preventing and detecting frauds and other irregularities;
selection and application of appropnate accounting policies;
making Judgments ano estimates that are reasonable and
prudent; and design. Implementation and maintenance of
adequate internal financial controls, that were operating
effectively foi ensuilng the accuracy and completeness of thc
accountlng records, relevant to the preparation and
presentation of the stand 11 ci$ ¦ ’ement that give a

true and fa«r view and are free from material misstatement
whether due to fraud or erroi

in preparing the Standalone Financial Statements the
Management and Board of Directors are responsible foi

assessing the Company''s ability to continue as a going
concern, disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting
unless ihe Board o« D.rectors either intends to liquidate the
Company or to cease operations, or has no realistic alternative
but to do so

The Board of Directors is also responsible tor overseeing me
Con many''s financial reporting eiocess

Auditor''s Responsibilities tor the Audit of the Standalone
Financial Statements

Our objectives are to obtain reasonable assurance about
whether the Standa''one Financial Statements as a whole a»e
tree from material misstatement, Whether due to fraud or error,
and to issue an auditor''s report that Includes our opinion
Reasonable assurance Is a nigh level of assurance, but is not a
guarantee that an audit conducted m accordance with SAs will
always detea a materiaf misstatement when it exists.
Misstatements can arise from fraud or error and are
considered material rf, individually or in the aggregate, they
could reasonably be expected to influence the economic
decisions of users Taken on the basts of these Standalone
Financial Statements

As pad of an audit in accordance wilh SAs, we exercise
professional judgment and maintain professional skepticism
throughout the audit We also:

♦ Identify and assess the risks of material misstatement of
the Standalone Financial Statements, whether due to ''raud
or error, design and perform audit procedures responsive
to those risks, and obtain audit evidence that is sufficient
and appropriate to provide a basis lor our opinion, The risk
of not detecting a material misstatement resulting from
fraud is higher than for one resulting from error, as fraud
may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control

. Obtain an understanding .r internal control relevant to rhe
rjiirlit ''ii orde- to design audit procedures that are
appropriate in the circumstances. Under section 143{3)(i) of
the Act, we are also responsible for exoresslng out opinion
on whether the Company has adeauate interna! Imancia?
controls with reference to Standalone Financial Statements
In place and the operating effectiveness ot such controls

* Evaluate the appropriateness ot accounting policies used
and the reasonableness of accounting estimates and
related disclosures maoe by management and Board of
Directors.

• Conclude on me appropriateness of management and
Board of Director''s use ot the going concern oasis of
accounting and, based ori the Budlt evidence obtained,
whether a material uncertainty exists related to evems or
conditions that may cast significant douot on the
Company s obilitv to continue as a going concern It we
conduce that a material uncertainty exists, we are required
to draw attention in our auditor''s repod to the related
disclosures in the Standalone Financial Statements or it

such disclosures are Inadequate, to modify oul opinion Oui
conclusions are based on the audit evidence obtained up to
the date ot oui auditor''s report However, future events or
conditions may cause the Company lo cease (o continue a:- a
going concern

• Evaluate the overai'' presentation, structure and content of
the Standalone Financial Statements, including the
disclosures, and wnether the Standalone Financial
Statements represent the underiyng transactions and
events in a manner that achieves fair presentation

We communicate with those chargeo with governance
regarding, among other matters, the planned scope and uming
ot the audit nnd significant audit findings, Deluding any
significant deficiencies In internal control that we identify
during our audit

We also orovrde lliose charged with governance with a
statement that we nave compiled with relevant ethical
'' equipments regarding independence, and to communicate
with them all relationships and other matters that may
feesoilabry be thought to bear <-where applicable, related safeguards.

From tbe matters communicated With those charged with
governance, we determine those matters that were of most
significance in the audit of the Standalone Financial
Statements for the year ended March 31. 2025 and are
therefore, the key audit matters. We describe these matters in
our auditor''s report unless law or regulation precludes public
disclosure about the matter or when, m extremely rare
clir.umstances, we determine Dial r mailer should not be
communicatee in our report because the adverse
consequences of doing so would leasonably he expected lo
outweigh me public interest benefits of such communication

Report on Other Legal and Regulatory Requirements

1 As required by the Companies (Auditor''s Repot*} Order,
2020 ("the Order”), Issued by the Central Government of
Indie m terms of sub-section (II) of secf.or ''43 of the Act
we give in "Annexum A” a stalemenf ori the mailers
specified in paragraphs 3 and 4 of the Order, to tbe
extent Applicable.

2 As required by Section 143(3) of l»*e Act. we repod that:

a.I We nave sought and obtained all the nformatlon and
e»|:|.*irations which to the best of oui !• aowiedge and belief
were necessaiy foi the pin poses of our audit

b ) m oui opinion, proper books of account as required by
law have been kept by the Company so fai as it appears
•mm our examlnBilon of those books except for the matters
staled in the paiagraph 2(n)(vi) below on reporting under
Rule 11(g).

c.) The Balance Sheet, the Statement ot Profit and Loss
including Other Comprehensive Income, the Statement of
Cash Flow, the statement of changes in Equity dealt with
by tills Report me in agreement with the books of account.

d. ) in out opinion, the aforesaid Standalone Financial
Statements comply with tne Indian Accounting Standards
specifier? under Section 133 of the Act,

e. ) The reservation relating to the maintenance of accounts
and other matters connected therewith are as stated in
paragraph 2(b) above nn ''eportirig under Section 143(3)(b)
and paragraph ?{h)Jvl) below on reporting under Rule 11(g)

f) On the basis of the written representations received
from the directors as on March 3t 2025 taken on record
by the Board ot Directors none of the directors are
disqualified as on March 31.2025 from being appointed as
a director in terms of Section 164 (2) ot the Act

g) With respea to the adequacy of the internal financial
controls with reference to Standalone Financial Statements
of the Company and the operating effectiveness of such
controls, refer lo our separate Report in Annexure B"

h.) With respect to tne other matieis to be included in the
Auditor’s Report In accordance with Rule 11 of the
Cornitariles (Audit and Auditors) Rules, 2014 rt our opinion
and lo the best of aur information and according to the
explanations given to us:

I he Company doc-s not have any pending litigations
which would Impact rts financial position.

ii The Company did not have any long term contracts
including derivative contracts for which there were any
material foreseeable losses.

ii, There were no amounts which were required lo be
transferred to toe investor Education and Protection
Fund by tile Company

IV

f The Management has represented mat t.. the best
of Its knowledge and belief, as disclosed in the Note
50 to the Standalone Financial Statements, no funds
have been advanced ot loaned or invested (either
from borrowed funds or shaie premium or any other
sources or kind of funds) by the Company to oi in
any other person(s) or entttylles), including foreign
entities (“Intermediaries"!, with the undersianQing,
whetner recorded in writing or otherwise, thatfhe
!ntermed!ary shall, directly or mdliectfy lend or nvest
In other persons or entities identified In 8ny manner
whatsoever by or on oehalf of the Company
("Ultimate Beneficiaries") or provide any guarantee
security or the like on heiialf of the l/''ilmnte
Beneficial les

2 The Management has represented, that, to the best
rif Us knowledge and belief, no funds have been
received by the Company from any person(s) or
entities), including foreign entities (“Funding
Parties'') with tbe understanding, whether recorded
In writing or otherwise that the Company shall,
directly or indirectly, lend or invest In other persons
or entities Identified In any manner whatsoever by or
on behalf of the Funding Party ('' Ultimate
Beneficiaries'') or provide any guarantee, security or
the ''ike on behalf of the Ultimate Beneficiaries.

3. Based on the audit procedures performed that have
been considered reasonable and appropilate In the
circumstances, and according to The Information and
explanations provided to us by the Management in
this regard nothing has come to oui notice that has
caused us to believe that the representations node?
sub-ciatise (<) and (II) of Rule 11(e) as provided under
(t) and (2) above, contain any material mis-statement.

v. The Company has neither declared no* pmo any
dividend during the year

vi Based on oui examination, which included test
checks, the Company has used a" accounting software
lor maintaining its books of account which has a feature
of recording audit trail (edit log) facility and tne same has
operated throughout tne year for e" lelevant
transactions recorded in the software Further, dunng
the course of our auaiL wo did not come across any
instance of Budrt trail feature being tampered with
Additionally, the audit trail of prior year has been
preserved by the Company as per the statuteny
requirements for record retention except, for the f>ef iod
April 01. 2023 to May 23.2023.

Based on our examination whir h Inc lulled lest checks,
tne Company has used an accounting software for
maintaining its books of accounts which pertains to
payroll transactions, which Is managed ana maintained
by a third-party software seivice provider However in
the absence of sufficient and appropriate audit evidence
we are unable to comment whether Ihe accounting
software has a feature ot recording audit trail (edit log)
tacinty and wnether the same has operated throughout
♦he year for all relevant transactions recorded in the
software or whether there s any instance of audit trail
feature being tampered with Additionally, we are
unable to comment whether the audit troll of prior years
has been ptesewed by the Company as per the
statutory requirements fo* record ratenilon

3 In oui opinion, according to Information, explanations
given to us. me remuneration paid by the Company to ns
directors is within die limits laid prescribed under Section
197 read with Scheoule V of the Act and Ute rules
thereunder

Foi MS K A 4 Associates
Chartered Accountants

1CAI Firm Registration Number. 105Q47W

Sd/-

Prateek Khandelwal
Partner

Membership Number: 139144
UDIN: 25139144BMOJTJ1903

Mumbai
April 22. 2025

---

Mar 31, 2024

To the Members of Choice International Limited

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the accompanying standalone financial statements of Choice International Limited (“the Company”), which comprise the Balance Sheet as at March 31, 2024, the Statement of Profit and Loss (including Other Comprehensive Income), Statement of Changes in Equity, Statement of Cash Flows for the year then ended, and notes to the standalone financial statements, including material accounting policy information and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us the aforesaid standalone financial statements give the information required by the Companies Act, 2013 (“the Act'') in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with Companies (Indian Accounting Standards) Rules, 2015, as amended (“Ind AS”) and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2024, and its profit, other comprehensive income, changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Act and other applicable authoritative pronouncement issued by the Institute of Chartered Accountants of India (“ICAI”). Our responsibilities under those Standards are further described in the ‘Auditor''s Responsibilities for the Audit of the Standalone Financial Statements'' section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the ICAI together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements for the year ended March 31, 2024. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

We have determined that there are no key audit matters to communicate in our report.

Information Other than the Standalone Financial Statements and Auditor’s Report Thereon

The Company''s Management and Board of Directors is responsible for the other information. The other information comprises the information included in Annual report but does not include the standalone financial statement and our auditor''s report thereon.

The Annual Report is expected to be made available to us after that date of this auditor''s report.

Our opinion on the standalone financial statements does not cover the other information and we will not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statements, our responsibility is to read the other information identified above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

When we read the Annual report, If we conclude that there is a material misstatement therein, we are required to communicate the matter to those charge with governance under SA 720 ‘The Auditor''s Responsibilities Relating to Other Information''.

Responsibilities of Management and Those Charged with Governance for the Standalone Financial Statements

The Company''s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statement that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, the Management and Board of Directors are responsible for assessing the Company''s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors are also responsible for overseeing the Company''s financial reporting process.

Auditor’s Responsibilities for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor''s report that includes our opinion. Reasonable

assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls with reference to standalone financial statements in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of material accounting policies used and the reasonableness of accounting estimates and related disclosures made by management and Board of Directors.

• Conclude on the appropriateness of management and Board of Director''s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company''s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor''s report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor''s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all

relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2020 (“the Order”), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in “Annexure A” a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2. As required by Section 143(3) of the Act, we report that:

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books except for the matters stated in the paragraph 2(h)(vi) below on reporting under Rule 11(g).

(c) The Balance Sheet, the Statement of Profit and Loss (including other comprehensive income), the Statement of Changes in Equity and the Statement of Cash Flow dealt with by this Report are in agreement with the books of account.

(d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act.

(e) The reservation relating to the maintenance of accounts and other matters connected therewith are as stated in paragraph 2(b) above on reporting under Section 143(3)(b) and paragraph 2(h)(vi) below on reporting under Rule 11(g).

(f) On the basis of the written representations received from the directors as on March 31, 2024 taken on record by the Board of Directors, none of the directors are disqualified as on March 31, 2024 from being appointed as a director in terms of Section 164 (2) of the Act.

(g) With respect to the adequacy of the internal financial controls with reference to standalone financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure B”.

(h) With respect to the other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company does not have any pending litigations which would impact its financial position.

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

1) The Management has represented that, to the best of its knowledge and belief, as disclosed in the Note 45 to the standalone financial statements, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

2) The Management has represented, that, to the best of its knowledge and belief, other than as disclosed in the Note 45 to the standalone financial statements, no funds have been received by the Company from any person(s) or entity(ies), including foreign entities (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the Company shall, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

3) Based on the audit procedures performed that have been considered reasonable and appropriate in the circumstances, and according to the information and explanations provided to us by the Management in this regard nothing has come to our notice that has caused us to believe that the representations under

sub-clause (i) and (ii) of Rule 11(e) as provided under (1) and (2) above, contain any material mis-statement.

v. The Company has neither declared nor paid any dividend during the year.

vi. Based on our examination, the Company has usedaccounting software''s for maintaining its books of account which has a featureof recording audit trail (edit log) facility, except its payroll applicationsoftware. Further, the audit trail facility has been operating throughout theyear for all relevant transactions recorded in these accounting software''s. Further, during the course of our audit, we did not come across any instance ofaudit trail feature being tampered with.

The Company has used Qandle application software formaintaining and processing its payroll records and transactions, which ismaintained by a third-party service provider. In absence of independentauditors report of the service organization, we are unable to comment onwhether the software has a feature of recording audit trail (edit log) facilitynor are we able to comment on whether the audit trail feature was enabled inthe said software and operated throughout the year for all relevanttransactions recorded in the software.

We are further unable to comment as to whether there wereany instances of the audit trail feature being tampered with.

3. In our opinion, according to information, explanations given to us, the remuneration paid by the Company to its directors is within the limits laid prescribed under Section 197 read with Schedule V of the Act and the rules thereunder.

For M S K A & Associates Chartered Accountants

ICAI Firm Registration Number: 105047W

Sd/-

Tushar Kurani Partner

Membership Number: H8580 UDIN: 24118580BKFLYV7345

Mumbai May 06, 2024

---

Mar 31, 2023

Choice International Limited

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the accompanying standalone financial statements of Choice International Limited (“the Company”), which comprise the Balance Sheet as at March 31, 2023, and the Statement of Profit and Loss (Including Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flows for the year then ended, and notes to the standalone financial statements, including a summary of significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 (“the Act”) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with Companies (Indian Accounting Standards) Rules, 2015 (“Ind AS”) and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2023, and its profit, other comprehensive income, changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor''s Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (“the ICAI”) together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements for the year ended March 31, 2023.

We have determined that there are no key audit matters to communicate in our report.

Information Other than the Standalone Financial Statements and Auditor’s Report Thereon

The Company''s Board of Directors is responsible for the other information. The other information comprises the Annual Report but does not include the standalone financial statements and our auditor''s report thereon. The Annual Report is expected to be made available to us after the date of this auditor''s report.

Our opinion on the standalone financial statements does not cover the other information and we will not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statements, our responsibility is to read the other information identified above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

When we read the Annual Report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance under SA 720 ‘The Auditor''s responsibilities Relating to Other Information''.

Responsibilities of Management and Those Charged with Governance for the Standalone Financial Statements

The Company''s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards specified under section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, the Board of Directors are responsible for assessing the Company''s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those Board of Directors are also responsible for overseeing the Company''s financial reporting process.

Auditor’s Responsibilities for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor''s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3) (i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls with reference to standalone financial statements in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by Management.

• Conclude on the appropriateness of Management''s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company''s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor''s report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor''s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone financial

statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

Other Matter

The standalone financial statements of the Company for the year ended March 31, 2022, were audited by another auditor whose report dated May 24, 2022 expressed an unmodified opinion on those statements.

Our opinion is not modified in respect of this matter.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2020 (“the Order”), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in “Annexure A” a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2. As required by Section 143(3) of the Act, we report that:

a. We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

b. . In our opinion, proper books of account as required by law

have been kept by the Company so far as it appears from our examination of those books.

c. The Balance Sheet, the Statement of Profit and Loss (including other comprehensive income), the Statement of Changes in Equity and the Statement of Cash Flow dealt with by this Report are in agreement with the books of account.

d. In our opinion, the aforesaid standalone financial statements comply with the Indian Accounting Standards specified under Section 133 of the Act.

e. On the basis of the written representations received from the directors as on March 31, 2023 taken on record by the Board of Directors, none of the directors are disqualified as on March 31, 2023 from being appointed as a director in terms of Section 164 (2) of the Act.

f. With respect to the adequacy of the internal financial

controls with reference to standalone financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure B”.

g. With respect to the other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company does not have any pending litigations which would impact its financial position.

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

iii. Following is the instance of delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company

Sr.	Name of	Date of	Amount	No of
No.	Company	Payment	in Rs.	days delay
1.	Choice International Limited	November 25, 2022	70,008	24

iv.

1. The Management has represented that, to the best of its knowledge and belief, other than as disclosed in Note 46 to the standalone financial statements, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

2. The Management has represented, that, to the best of its knowledge and belief, other than as disclosed in Note 46 to the standalone financial statements, no funds have been received by the Company from any person(s) or entity(ies), including foreign entities (Funding Parties), with the understanding, whether recorded in writing or otherwise, as on the date of this audit report, that the Company shall, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and

3. Based on the audit procedures performed that have been considered reasonable and appropriate in the circumstances, and according to the information and explanations provided to us by the Management in this regard nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e) as provided under (1) and (2) above, contain any material mis-statement.

v. As per Rule 11(f), the Company has neither declared nor paid any dividend during the year.

vi As proviso to rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable for the Company only w.e.f. April 1, 2023, reporting under this clause is not applicable.

3. In our opinion, according to information, explanations given to us, the remuneration paid by the Company to its directors is as per the rules prescribed under Section 197 of the Act. During the year, the Company has passed special resolution for the remuneration paid above the limits mentioned under section 197.

For M S K A & Associates Chartered Accountants ICAI Firm Registration Number. 105047W

Sd/-

Tushar Kurani Partner

Membership Number.: 118580 UDIN: 23118580BGXRPV1863

Mumbai May 04, 2023

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Mar 31, 2018

REPORT ON THE STANDALONE FINANCIAL STATEMENTS

We have audited the accompanying standalone financial statements of Choice International Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2018, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

MANAGEMENT''S RESPONSIBILITY FOR THE STANDALONE FINANCIAL STATEMENTS

The Company''s Board of Directors is responsible for the matters stated in Section 1 34(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards prescribed under Section 1 33 of the Act read with the Companies (Accounting Standards) Rules, 2006, as amended ("Accounting Standards"), and otheraccounting principles generally accepted in India and guidelines issued by the Reserve Bankof India.

This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevantto the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

AUDITOR''S RESPONSIBILITY

Our responsibility is to express an opinion on these standalone financial statements based on ouraudit.

In conducting our audit, we have taken into accountthe provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder and the Order issued under Section 143(11) of the Act.

We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the standalone financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the standalone financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the standalone financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company''s preparation of the standalone financial statements that give a true and fairview in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company''s Directors, as well as evaluating the overall presentation of the standalone financial statements.

We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit opinion on the standalonefinancial statements.

OPINION

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the Accounting Standards and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2018, and its profit and its cash flows for the year ended on that date.

OTHER MATTER

The comparative standalone financial information of the Company for the year ended March 31, 201 7 was audited by M/s Gupta Shyam&Co.(previous auditors of the Company).

Our opinion on the standalone financial statements and our report on Other Legal and Regulatory Requirements below is not modified in respect of this matter.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by Section 143 (3) of the Act, based onour audit we report, to the extent applicable that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessaryfor the purposes of ouraudit.

b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination ofthose books.

c) The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards prescribed under Section 1 33 of the Act.

e) On the basis of the written representations received from the directors of the Company as on March 31, 2018 taken on record by the Board of Directors, none of the directors is disqualified as on March 31,201 8from being appointed as a director in terms of Section 1 64(2) of the Act.

f) With respectto the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, referto our separate Report in "Annexure A". Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company''s internal financial controls overfinancial reporting.

g) With respect to the other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its standalonefinancial statements.

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

2. As required by the Companies (Auditor''s Report) Order, 2016 ("the Order") issued by the Central Government in terms of Section 143(11) of the Act, we give in "Annexure B" a statement on the matters specified in paragraphs 3 and 4 of the Order.

(Referred to in paragraph 1 (f) under ''Report on Other Legal and Regulatory Requirements'' section of our report of even date to the members of Choice International Limited)

Report on the Internal Financial Controls Over Financial Reporting under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")

We have audited the internal financial controls over financial reporting of Choice International Limited ("the Company") as of March 31, 2018 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

MANAGEMENT''S RESPONSIBILITY FOR INTERNAL FINANCIAL CONTROLS

The Company''s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the CompaniesAct, 201 3.

AUDITOR''S RESPONSIBILITY

Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting of the Company based on our audit. We conducted our audit in accordance with the Guidance Note and the Standards on Auditing prescribed under Section 143(1 0) of the Companies Act, 201 3, to the extent applicable to an audit of internal financial controls. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls overfinancial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls overfinancial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor''s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud orerror.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company''s internalfinancial controls system overfinancial reporting.

MEANING OF INTERNAL FINANCIAL CONTROLSOVER FINANCIAL REPORTING

A company''s internal financial control overfinancial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company''s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of managementand directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company''s assets that could have a material effect on the financial statements.

INHERENT LIMITATIONS OF INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls overfinancial reporting to future periods are subjectto the riskthat the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

OPINION

In our opinion, to the best of our information, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls overfinancial reporting were operating effectively as at March 31, 201 8, based on the criteria for internal financial control over financial reporting established by the Company considering the essential components of internal control stated in theGuidance Note.

(Referred to in paragraph (2) under ''Report on Other Legal and Regulatory Requirements'' section of our report of even date to the members of Choice International Limited for the year ended March 31, 2018)

(I) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) The Company has a program of verification offixed assets once in three years, which in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. However, according to the information and explanation given to us, the fixed assets have not been physically verified during the year.

(c) According to the information and explanations given to us and the records examined by us and based on the examination of the registered conveyance deed provided to us, we report that, the title deeds, comprising the immovable property of land and building, which is freehold, is held in the name of the Company as at the balancesheetdate.

(ii) The Company does not have any inventory and hence reporting under cl a use (ii) of the Order is not applicable.

(iii) According to the information and explanations given to us, the Company has granted loans, secured or unsecured, to companies covered in the register maintained under Section 189 of the Companies Act, 2013, in respect of which:

(a) The terms and conditions of the grant of such loans are, in our opinion, prima facie, not prejudicial to the Company''s interest.

(b) The schedule of repayment of principal and payment of interest has been stipulated and repayments or receipts of principal amounts and interest have been regularas perstipulations.

(c) There is no amount overdue for more than 90 days at the balance sheet date.

(iv) The Company is a registered Non-Banking Finance Company to which provisions of Section 185 and Section 186 of the Companies Act, 201 3 are not applicable, hence reporting under clause (iv) of the Order is not applicable.

(v) According to the information and explanations given to us, the Company has not accepted any deposit during the year as provided under Sections 73 to 76 or any other relevant provisions of the Companies Act, 2013. Accordingly, the provisions of clause (v) of the Order a re not applicable. There are no unclaimed deposits with the Company anytime during the year.

(vi) The maintenance of cost records has not been specified by the Central Government under Section 148(1) of the Companies Act, 2013.

(vii)According to the information and explanations given to us, in respect of statutory dues:

(a) The Company has generally been regular in depositing undisputed statutory dues of Provident Fund, Income-tax, Service Tax. The Company has been regular in depositing Employees'' State Insurance, Goods and Service Tax, cess and other material statutory dues applicable to it to the appropriate authorities.

(b) There were no undisputed amounts payable in respect of Provident Fund, Employees'' State Insurance, Income-tax, Service Tax, Goods and Service Tax, cess and other material statutory dues in arrears as at March 31, 2018 for a period of more than six months from the date they became payable except for:

Name of Statute	Nature of Dues	Amount(Rs.)	Period to which the Amount Relates	Due Date	Date of subsequent payment
IncomeTaxAct, 1961	Income tax demand	94,930	A.Y. 2013-14	February 6,201 6	Not paid

(c) There are no dues of Income-tax, Service Tax, and Goods and Service Tax as on March 31, 201 8 on account of disputes. Details of disputed Income-tax a mount paid under protest is given below:

Name of Statute	Nature of Dues	Forum where dispute is pending	Period to which the Amount Relates	Amount Involved (Rs.)	Amount Unpaid
IncomeTaxAct, 1961	Income tax demand	CIT(Appeals)	A.Y. 2011-12	1,934,494	Nil

(viii) In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of loans or borrowings to financial institutions, banks and dues to debenture holders. Further, the Company does not have any loans or borrowings from government.

(ix) The Company has not raised moneys byway of initial public offer orfurther public offer(including debt instruments) orterm loans and hence reporting under clause (ix) of the Order is not applicable.

(x) To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no material fraud on the Company by its officers or employees has been noticed orreported during theyear.

(xi) In our opinion and according to the information and explanations given to us, the Company has paid / provided managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Companies Act, 2013.

(xi i) The Company is not a N id hi Company and hence reporting under clause (xii) of the Order is not applicable.

(xiii) In our opinion and according to the information and explanations given to us the Company is in compliance with Section 177 and 188 of the Companies Act, 2013, where applicable, for all transactions with the related parties and the details of related party transactions have been disclosed in the standalone financial statements etc. as required by the applicable accounting standards.

(xiv) According to the information and explanations given to us, during the yearthe Company has made preferential allotment of shares by conversion of share warrants issued in the previous year, during the year.

In respect of the above issue, we further reportthat:

a) the requirement of Section 42 of the Companies Act, 2013, as applicable, have been complied with; and

b) the amounts raised have been applied by the Company during the year for the purposes for which the funds were raised.

(xv) In our opinion and according to the information and explanations given to us, during the yearthe Company has not entered into any non-cash transactions with its directors or directors of its holding, subsidiary or associate company or persons connected with them and hence provisions of Section 1 92 of the Companies Act, 2013 are not applicable.

(xvi) The Company is required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934 and it has obtained the registration. However, during the current year, the shareholders of the Company approved the proposal of conducting the NBFC business through its wholly owned subsidiary company and consequently surrender its own NBFC license to RBI. Refer Note 33 to the Standalone Financial Statements.

For Deloitte Haskins and Sells LLP

Chartered Accountants

(Firm''s Registration No. 11 7366W/W-1 00018)

Sd/-

ShrenikBaid

Place: Mumbai Partner

Date: May 30, 2018 (Membership No. 103884)

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Mar 31, 2016

To the Members of Choice International Limited

Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of Choice International Limited (the "Company"), which comprise the Balance Sheet as at March 31,2016, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Standalone Financial Statements

The Company''s Board of Directors is responsible for matters stated in Section 134(5) of the Companies Act, 2013(the "Act") with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility

Our responsibility is to express an opinion on these standalone financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provision of the Act and the Rules made there under.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act and other applicable authoritative pronouncements issued by the Institute of Chartered Accountants of India. Those Standards& pronouncements require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditors consider internal control relevant to the Company''s preparation of the financial statements that give a true and fair view, in order to design audit procedures that are appropriate in the circumstances, but not for the purpose for expressing opinion on whether the Company has in place an adequate internal financial control system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Company''s Directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statement.

Opinion

In our opinion, and to the best of our information and according to the explanations given to us, the accompanying standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a) in case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2016;

b) in case of the Statement of Profit and Loss, of the profit for the year ended on that date; and

c) in case of the Cash Flow Statement, of the cash flows for the year ended on that date

Report on Other Legal and Regulatory Requirements

1. As required by ''the Companies (Auditor''s Report) Order, 2016'' (as amended), issued by the Central Government of India in terms of sub section (11) of section 143 of the Act (hereinafter referred to as the "Order"), and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we enclose in the Annexure -1 a statement on the matters specified in paragraphs 3 and 4 of the Order.

2. As required by section 143(3) of the Act, we report that:

a) We have sought and obtained all the information and explanations which, to the best of our knowledge and belief, were necessary for the purpose of our audit;

b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;

c) The Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account;

d) In our opinion, the aforesaid standalone financial statement comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 and;

e) On the basis of written representations received from the directors as on March 31, 2016, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2016, from being appointed as a director in terms of section 164 (2) of the Act.

f) We have also audited internal financial control over the financial reporting of the company as on 31st, March 2016 in conjunction with our audit of standalone financial statements of the company for the year ended on that date and our report with respect to the adequacy of the internal financial control over financial reporting of the company and the effectiveness of such control is referred in the Annexure 2".

g) With respect to the other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our knowledge and belief and according to the information and explanation given to us:

1. The Company does not have any pending litigations as at 31st March, 2016, which would impacts its financial position.

2. The Company did not have any long term contracts but have derivative contracts, accordingly losses if any has already been provided as at 31 st March, 2016.

3. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company during the year ended 31 st March, 2016.

Annexure 1 referred to in paragraph 1 under the heading “Report on other legal and regulatory requirements” of our report of even date

In terms of the information and explanation sought by us and given by the company and the books and records examined by us in the normal course of audit and to the best of our knowledge and belief, we state that:-

i. a) The Company has maintained proper records showing full particulars, including quantitative details and situation, of fixed assets.

b) As explained to us, all the assets have not been physically verified by the management during the year but there is regular programme of verification which, in our opinion, is reasonable having regard to size of the company and the nature of its assets. No material discrepancies were noticed on such verification.

c) The title deeds of immoveable properties are held in the name of the company.

ii. As explained to us, the inventory of shares & securities held in dematerialized format has been verified from the relevant statement received from the depository and those held in the physical format has been physically verified by the management during the year. In our opinion, the frequency of verification is reasonable and no material discrepancy is noticed on such verification.

iii. According to the information and explanation given to us, the company has granted unsecured loans, to some parties covered in the register maintained under Section 189 of the companies Act, 2013.

a) In our opinion, the terms and conditions of the grant of such loans are not, prima facie, prejudicial to the company''s interest.

b) No schedule of repayment of principal and payment of interest has been stipulated.

c) No schedule of repayment of principal and payment of interest has been stipulated and therefore the question of overdue amount does not arise.

iv. In our opinion, in respect of loans, investment guarantees, and security if any given, the provision of section 185 and 186 of the Companies Act, 2013 have been complied with to the extent applicable to the company.

v. In our opinion and according to the information and explanation given to us, the Company has not accepted any deposit in contravention of Directives issued by Reserve Bank of India and the provisions of Section 73 to 76 of the Act, and the rules framed there under,

vi. The company being a NBFC, the rules and the guidelines to maintain the cost record as prescribed by the Central Government of India under clause (1) of Section 148 of the companies Act, 2013 are not applicable to the company.

vii. a) According to the record of the company the company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education protection fund, employees state insurance, income tax, sales tax, wealth tax, service tax, excise duty, custom duty, cess and other material statutory dues applicable to it. further, no undisputed amounts payable in respect of income tax, wealth tax, service tax, sales tax, custom duty, excise duty and cess were in arrears, as at 31st March ,2016 for a period of more than six month from the date they become payable.

b) According to the information and explanations given to us and the records of the Company examined by us, there are no dues of income-tax, sales-tax, wealth-tax, service-tax, customs duty, and excise duty which have not been deposited on account of any dispute.

viii. Based on our Audit procedures and according to the information and explanations given to us, we are of the opinion, the company has not generally defaulted in repayment of dues to financial institution, bank, Government or dues to debenture holders.

ix. The company has not raised money by way of initial public offer or further public offer. However the moneys were raised by way of term loans which were applied for the purpose for which those were raised.

x. Based upon the audit procedures performed and according to the information and explanation given to us, no fraud by the company or any fraud on the company by its officers or employees has been noticed or reported during the course of our audit, that causes the financial statements to be materially misstated.

xi. The Managerial remuneration has been paid or provided in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V of the Companies Act,

xii. The company is not a Nidhi Company hence this clause is not applicable.

xiii. The company has not made any preferential allotment or private placement of shares, however, non convertible Redeemable fully paid up secured Debentures are issued on private placement basis during the year under review.

xiv. Based upon the audit procedures performed and according to the information and explanations given to us, All transactions with related parties are in compliance with sections 177 and 188 of Companies Act, 2013 where applicable and the details have been disclosed in the Financial statements etc. as required by the applicable accounting standards.

xv. The company has not entered into any non-cash transactions with directors or persons Connected with him.

xvi. The company is already registered under section 45-IA of Reserve Bank of India Act,1934.

Annexure - 2 to the Auditors’ Report

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of Choice International Limited ("the Company") as of 31 March 2016 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company''s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (''ICAI''). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the "Guidance Note") and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls overfinancial reporting was established and maintained and if such controls operated effectively in all material respects. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company''s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company''s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company''s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31 March 2016, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For Gupta Shyam & Co.

Chartered Accountants

FRN: 103450W

Sd/-

Shyamsunder Gupta

(Proprietor)

M.N.: 038484

Mumbai; 30th May 2016

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Mar 31, 2015

We have audited the accompanying standalone financial statements of Choice International Limited (the "Company'), which comprise the Balance Sheet as at March 31,2015, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Standalone Financial Statements

The Company's Board of Directors is responsible for matters stated in Section 134(5) of the Companies Act, 2013(the "Act") with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors' Responsibility

Our responsibility is to express an opinion on these standalone financial statements based on our audit. We have taken into account the provisions of the Act and the rules made there under including the accounting standards and matters which are required to be included in the audit report.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act and other applicable authoritative pronouncements issued by the Institute of Chartered Accountants of India. Those Standards & pronouncements require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditors consider Internal control relevant to the Company's preparation of the financial statements that give a true and fair view, In order to design audit procedures that are appropriate in the circumstances, but not for the purpose for expressing opinion on whether the Company has in place an adequate Internal financial control system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statement.

Opinion

In our opinion, and to the best of our information and according to the explanations given to us, the accompanying standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31,2015;

b) in the case of the Statement of Profit and Loss, of the profit for the year ended on that date; and

c) in the case of the Cash Flow State ment, of the cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by 'the Companies (Auditor's Report) Order, 2015', issued by the Central Government of India In terms of sub section (11) of section 143 of the Act (hereinafter referred to as the "Order"), and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order.

2. As required by section 143(3) of the Act, we report that:

a) We have sought and obtained all the information and explanations which, to the best of our knowledge and belief, were necessary for the purpose of our audit;

b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;

c) The Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with th e books of account;

d) In our opinion, the aforesaid standalone financial statement comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 and;

e) On the basis of written representations received from the directors as on March 31,2015, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31,2015, from being appointed as a director in terms of section 164 (2) of the Act.

f) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our knowledge and belief and according to the information and explanation given to us:

i) The Company does not have any pending litigations as at 31st March, 2015, which would impacts its financial position.

ii) The Company did not have any long term contracts but have derivative contracts, accordingly losses if any has already been provided as at 31st March, 2015.

iii) There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company during the year ended 31st March, 2015.

Annexure to the Auditor's Report

I, a) The Company is maintaining proper records showing full particulars, including quantitative details and situation, of fixed assets.

b) The fixed assets are physically verified by the management according to a phased program designed to coverall the items over a period of three years which, in our opinion, is reasonable having regard to the size of the company and the nature of Its assets. Pursuant to the program, a portion of the fixed assets has been physically verified by the Management during the year and no material discrepancies have been noticed on such verification.

ii.a) The inventory of shares& securities held in dematerialized format has been verified from the relevant statement received from the depository and those held in the physical format has been physically verified by the management during the year. In our opinion, the frequency of verification is reasonable.

b) In our opinion, the procedures of physical verification of inventory followed by the management are reasonable and adequate In relation to the size of the company and the nature of its business.

c) On the basis of our examination of the Inventory records, In our opinion, the Company is maintaining proper records of Inventory and no material discrepancies has been noticed on physical verification of inventory.

iii. According to the information and explanation given to us, the company has granted unsecured loans, to some parties covered In the register maintained under Section 189 of the companies Act, 2013. Further receipt of the principal amount and interest is regular and as per the terms decided in this respect. However, there is no overdue outstanding as informed by the management.

iv. In our opinion, and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. Further, on the basis of our examination of the books and records of the company, and according to the information and explanations given to us, we have neither come across, nor have been informed of, any continuing failure to correct major weaknesses in the afore said internal control system.

v. The Company has not accepted any deposits from the public within the meaning of Sections 73 to 76 of the companies Act,2013 and the rules framed there under

vi. The company being a NBFC, the rules and the guidelines to maintain the cost record as prescribed by the Central Government of India under clause (1) of Section 148 of the companies Act, 2013 are not applicable to the company.

vii. a) According to the Information and explanations given to us and the records of the Company examined by us, In our opinion,the Company is generally regular, except few instances, In depositing the undisputed statutory dues, Including provident fund, investor education and protection fund, employees' state Insurance, income tax, sales tax, wealth tax, service tax, customs duty, excise duty and other material statutory dues, as applicable, with the appropriate authorities. Further as per Information, explanation given and examination of records, no such undisputed amount were outstanding, at the year end, fora period more than six months from the date they became payable.

b) According to the information and explanations given to us and the records of the Company examined by us, there are no dues of income-tax, sales-tax, wealth-tax, service-tax, customs dirty, and excise duty which have not been deposited on account of any dispute.

c) There was no amount unpaid, which were required to be transferred to the Investor Education and Protection Fund by the company in accordance with the relevant provisions of the companies Act, 1956 and rules made there under

viii. The company has no accumulated losses as at the end of the financial year and it has not incurred any cash losses in the current financial year ended on that date or in the immediately preceding financial year.

ix. According to the records of the Company examined by us and the information and explanation given to us, the Company has generally not defaulted in repayment of dues to any financial institution or bank or debenture holders as at the balance sheet date.

x. In our opinion, and according to the information and explanations given to us, the terms and conditions of the guarantees given by the Company for loans taken by its subsidiaries from banks or financial Institutions during the year, are not prejudicial to the interest of the Company.

xi. in our opinion, and according to the Information and explanations given to us, the term loans have been applied for the purposes for which they were obtained.

xii Based upon the audit procedures performed for the purpose of the reporting the true and fair view of the financial statement and according to the information and explanations given to us, we report that no material fraud or by the company has been noticed or reported during the year, nor have we been informed of any such case by the Management.

For Shyam Gupta & Co. Chartered Accountants FRN: 103450W

Sd /- Shyamsunder Gupta (Proprietor) M,N.;03S484 Mumbai; 29th May 2015

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Mar 31, 2014

Report on the Financial Statements

1. We have audited the accompanying financial statements of Choice International Limited (the "Company"), which comprise the Balance Sheet as at March 31,2014, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information, which we have signed under reference to this report.

Management''s Responsibility for the Financial Statements

2. The Company''s Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Principles Generally Accepted in India, including the Accounting Standards notified under ''the Companies Act, 1956'' read with the General Circular 15/2013 dated 13th, September,2013 of the MCA in respect of section 133 of the Companies Act, 2013 .This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

3. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

4. An audit involves performing procedures to obtain audit evidence, about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

In making those risk assessments, the auditor consider internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Management, as well as evaluating the overall presentation of the financial statements.

5. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

6. In our opinion, and to the best of our information and according to the explanations given to us, the accompanying financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31,2014;

b) in the case of the Statement of Profit and Loss, of the profit for the year ended on that date; and

c) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

7. As required by ''the Companies (Auditor''s Report) Order, 2003'', as amended by ''the Companies (Auditor''s Report) (Amendment) Order, 2004'', issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act (hereinafter referred to as the "Order"), and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

8. As required by section 227(3) of the Act, we report that:

a) We have obtained all the information and explanations which, to the best of our knowledge and belief, were necessary for the purpose of our audit;

b) In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books, company do not have any branch;

c) The Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account;

d) In our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this report comply with the Accounting Standards notified under the Companies Act,1956 and read with the General Circular 15/2013 dated 13th, September,2013 of the MCA in respect of section 133 of the Companies Act, 2013; and

e) On the basis of written representations received from the directors as on March 31,2014, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31,2013, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Act.

Annexure to Independent Auditor''s Report

Referred to in paragraph 7 of the Independent Auditor''s Report of even date to the members of Choice International Limited on the financial statements as of and for the year ended on March 31,2014.

i. a) The Company is maintaining proper records showing full particulars, including quantitative details and situation, of fixed assets.

b) The fixed assets are physically verified by the management according to a phased program designed to cover all the items over a period of three years which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets. Pursuant to the program, a portion of the fixed assets has been physically verified by the Management during the year and no material discrepancies have been noticed on such verification.

c) In our opinion, and according to the information and explanations given to us, no substantial part of fixed assets has been disposed off by the Company during the year.

ii. a) The inventory of shares & securities held in dematerialized format has been verified from the relevant statement received from the depository and those held in the physical format has been physically verified by the management during the year. In our opinion, the frequency of verification is reasonable.

b) In our opinion, the procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

c) On the basis of our examination of the inventory records, in our opinion, the Company is maintaining proper records of inventory and no material discrepancies has been noticed on physical verification of inventory.

iii. a) The Company has granted unsecured loans, to seven parties covered in the register maintained under Section 301 of the Act. The maximum amount involved during the year and the year-end balance of such loans aggregated to Rs. 64,627,207/- and Rs. 21,056,355/-, respectively.

b) The said loans are interest free and other terms and conditions of such loans are not prima facie prejudicial to the interest of the Company.

c) In respect of the aforesaid loans, the same are repayable on demand and the companies are regular in repaying the principal amounts, as stipulated.

d) In respect of the aforesaid loans, there is no overdue amount.

e) The Company has taken unsecured loans, from six parties covered in the register maintained under Section 301 of the Act. The maximum amount involved during the year and the year- end balance of such loans aggregated to Rs. 29,896,274/- and Rs. 50,21,290/-, respectively.

f) The said loans are interest free and other terms and conditions of such loans are not prima facie prejudicial to the interest of the Company.

g) In respect of the aforesaid loans, the same are repayable on demand and the company is regular in repaying the principal amounts, as stipulated.

iv. In our opinion, and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. Further, on the basis of our examination of the books and records of the Company, and according to the information and explanations given to us, we have neither come across, nor have been informed of, any continuing failure to correct major weaknesses in the aforesaid internal control system.

v. a) According to the information and explanations given to us, we are of the opinion that the particulars of all contracts or arrangements that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered.

b) In our opinion, and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements and exceeding the value of Rs. 500,000/- in respect of any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

vi. The Company has not accepted any deposits from the public within the meaning of Sections 58Aand 58AA of the Act and the rules framed there under.

vii. In our opinion, the Company has an internal audit system commensurate with its size and the nature of its business.

viii. The Central Government of India has not prescribed the maintenance of cost records under clause (d) of sub-section (1) of Section 209 of the Act for any of the products of the Company.

ix. a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is generally regular, except few instances, in depositing the undisputed statutory dues, including provident fund, investor education and protection fund, employees'' state insurance, income tax, sales tax, wealth tax, service tax, customs duty, excise duty and other material statutory dues, as applicable, with the appropriate authorities.

b) According to the information and explanations given to us and the records of the Company examined by us, there are no dues of income-tax, sales-tax, wealth-tax, service-tax, customs duty, and excise duty which have not been deposited on account of any dispute.

x. The company has no accumulated losses as at the end of the financial year and it has not incurred any cash losses in the financial year ended on that date or in the immediately preceding financial year.

xi. According to the records of the Company examined by us and the information and explanation given to us, the Company has generally not defaulted in repayment of dues to any financial institution or bank or debenture holders as at the balance sheet date.

xii. In our opinion, the Company has maintained adequate documents and records in the cases where it has granted loans and advances on the basis of security by way of pledge of shares debentures and other securities.

xiii. As the provisions of any special statute applicable to chit fund/ nidhi / mutual benefit fund / societies are not applicable to the Company, the provisions of Clause 4(xiii) of the Order are not applicable to the Company.

xiv. In our opinion, the Company has maintained proper records of transactions and contracts relating to dealing or trading in shares, securities, debentures and other investments during the year and timely entries have been made therein. Further, such securities have been held by the Company in its own name or are in the process of transfer in its name, except to the extent of the exemption granted under Section 49 of the Act.

xv. In our opinion, and according to the information and explanations given to us, the terms and conditions of the guarantees given by the Company for loans taken by its subsidiaries from banks or financial institutions during the year, are not prejudicial to the interest of the Company.

xvi. In our opinion, and according to the information and explanations given to us, the term loans have been applied for the purposes for which they were obtained.

xvii. According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that the no funds raised on short-term basis have been used for long-term investment.

xviii. The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act during the year. Accordingly, the provisions of Clause 4(xvii) of the Order are not applicable to the Company.

xix. The Company has not issued any debentures during the year and does not have any debentures outstanding as at the beginning of the year and at the year end. Accordingly, the provisions of Clause 4(xix) of the Order are not applicable to the Company.

xx. The Company has not raised any money by public issues during the year. Accordingly, the provisions of Clause 4(xx) of the Order are not applicable to the Company.

xxi. During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of material fraud on or by the Company, noticed or reported during the year, nor have we been informed of any such case by the Management.

For Gupta Shyam & Co. Chartered Accountants FRN:103450W

Sd/- SHYAMSUNDER GUPTA (Proprietor) Membership Number: 038484

Mumbai: 30th May 2014

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Mar 31, 2013

Report on the Financial Statements

1. We have audited the accompanying financial statements of Choice International Limited (the "Company"), which comprise the Balance Sheet as at March 31, 2013, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information, which we have signed under reference to this report.

Management''s Responsibility for the Financial Statements

2. The Company''s Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of ''the Companies Act, 1956''of India (the "Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors''Responsibility

3. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

4. An audit involves performing procedures to obtain audit evidence, about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors''judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditors consider internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Management, as well as evaluating the overall presentation of the financial statements.

5. We believe that the audit evidence, we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

6. In our opinion, and to the best of our information and according to the explanations given to us, the accompanying financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2013;

b) in the case of the Statement of Profit and Loss, of the profit/ loss for the year ended on that date; and

c) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

7. As required by ''the Companies (Auditor''s Report) Order, 2003'', as amended by ''the Companies (Auditor''s Report) (Amendment) Order, 2004'', issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act (hereinafter referred to as the "Order"), and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

8. As required by section 227(3) of the Act, we report that:

a. We have obtained all the information and explanations which, to the best of our knowledge and belief, were necessary for the purpose of our audit;

b. In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books and proper returns adequate for the purposes of our audit have been received from branches not visited by us;

c. The Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account and with the returns received from branches not visited by us;

d. In our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Act;

e. On the basis of written representations received from the directors as on March 31, 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2013, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Act.

ANNEXURE TO INDEPENDENT AUDITORS''REPORT

(Referred to in paragraph 7 of the Independent Auditors''Report of even date to the members of Choice International Limited on the financial statements as of and for the year ended March 31, 2013)

i. a. The Company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets.

b. The fixed assets are physically verified by the Management according to a phased program designed to cover all the items over a period of three years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the program, a portion of the fixed assets has been physically verified by the Management during the year and no material discrepancies have been noticed on such verification.

c. In our opinion, and according to the information and explanations given to us, a substantial part of fixed assets has not been disposed off by the Company during the year.

ii. a. The inventory of shares & securities held in dematerialized format has been verified from the relevant statement received from the depository and those held in the physical format has been physically verified by the Management during the year. In our opinion, the frequency of verification is reasonable.

b. In our opinion, the procedures of physical verification of inventory followed by the Management are reasonable and adequate in relation to the size of the Company and the nature of its business.

c. On the basis of our examination of the inventory records, in our opinion, the Company is maintaining proper records of inventory and no material discrepancies has been noticed on physical verification of inventory.

iii. a. The Company has granted secured / unsecured loans, to four companies covered in the register maintained under Section 301 of the Act. The maximum amount involved during the year and the year-end balance of such loans aggregated to Rs.17,118,209/- and Rs.9,156,158/- respectively.

b. In our opinion, the rate of interest and other terms and conditions of such loans are not prima facie prejudicial to the interest of the Company.

c. In respect of the aforesaid loans, the parties are regular in repaying the principal amounts, as stipulated, and are also regular in payment of interest, as applicable.

d. In respect of the aforesaid loans, there is no overdue amount more than Rs.100,000/-.

e. The Company has taken secured / unsecured loans from six parties covered in the register maintained under Section 301 of the Act. The maximum amount involved during the year and the year-end balance of such loans aggregated to Rs.27,880,975/- and Rs.92,59,075/- respectively.

f. In our opinion, the rate of interest and other terms and conditions of such loans are not prima facie prejudicial to the interest of the Company.

g. In respect of the aforesaid loans, the company is regular in repaying the principal amounts as stipulated and is also regular in payment of interest, as applicable.

iv. In our opinion, and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. Further, on the basis of our examination of the books and records of the Company, and according to the information and explanations given to us, we have neither come across, nor have been informed of, any continuing failure to correct major weaknesses in the aforesaid internal control system.

v. a. According to the information and explanations given to us, we are of the opinion that the particulars of all contracts or arrangements that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered.

b. In our opinion, and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements and exceeding the value of Rs.500,000/- in respect of any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

vi. The Company has not accepted any deposits from the public within the meaning of Sections 58A and 58AA of the Act and the rules framed there under.

vii. In our opinion, the Company has an internal audit system commensurate with its size and the nature of its business.

viii. The Central Government of India has not prescribed the maintenance of cost records under clause (d) of sub-section (1) of Section 209 of the Act for any of the products of the Company.

ix. a. According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is generally regular, except few instances, in depositing the undisputed statutory dues, including provident fund, investor education and protection fund, employees''state insurance, income tax, sales tax, wealth tax, service tax, customs duty, excise duty and other material statutory dues, as applicable, with the appropriate authorities.

b. According to the information and explanations given to us and the records of the Company examined by us, there are no dues of income-tax, sales-tax, wealth-tax, service-tax, customs duty, and excise duty which have not been deposited on account of any dispute.

x. The company has no accumulated losses as at the end of the financial year and it has not incurred any cash losses in the financial year ended on that date or in the immediately preceding financial year.

xi. According to the records of the Company examined by us and the information and explanation given to us, the Company has not defaulted in repayment of dues to any financial institution or bank or debenture holders as at the balance sheet date.

xii. In our opinion, the Company has maintained adequate documents and records in the cases where it has granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

xiii. As the provisions of any special statute applicable to chit fund/ nidhi / mutual benefit fund /societies are not applicable to the Company, the provisions of Clause 4(xiii) of the Order are not applicable to the Company.

xiv. In our opinion, the Company has maintained proper records of transactions and contracts relating to dealing or trading in shares, securities, debentures and other investments during the year and timely entries have been made therein. Further, such securities have been held by the Company in its own name or are in the process of transfer in its name, except to the extent of the exemption granted under Section 49 of the Act.

xv. In our opinion, and according to the information and explanations given to us, the terms and conditions of the guarantees given by the Company for loans taken by its subsidiaries from banks or financial institutions during the year, are not prejudicial to the interest of the Company.

xvi. In our opinion, and according to the information and explanations given to us, the term loans have been applied for the purposes for which they were obtained.

xvii. According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that the no funds raised on short-term basis have been used for long-term investment.

xviii. The Company has made preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act during the year. In our opinion, and according to the information and explanations given to us, the price at which such shares have been issued is not prejudicial to the interest of the Company.

xix. The Company has not issued any debentures during the year and does not have any debentures outstanding as at the beginning of the year and at the year end. Accordingly, the provisions of Clause 4(xix) of the Order are not applicable to the Company.

xx. The Company has not raised any money by public issues during the year. Accordingly, the provisions of Clause 4(xx) of the Order are not applicable to the Company.

xxi. During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of material fraud on or by the Company, noticed or reported during the year, nor have we been informed of any such case by the Management.

For Gupta Shyam & Co. Firm Registration Number: 103450W Chartered Accountants

Sd/-

Shyamsunder Gupta

Proprietor

Mumbai Membership Number: 038484

28th May 2013

---

Mar 31, 2012

1. We have audited the attached Balance Sheet as at March 31, 2012 and also the Profit and Loss Account and Cash Flow Statement of the Company for the year ended on that date annexed thereto. These financial statements are the responsibility of the company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor's Report) Order, 2003 (as amended ) issued by the Central Government in terms of section 227 (4A) of the Companies Act, 1956, we enclose in the annexure a statement, on the matters specified in paragraphs 4 & 5 of the said order.

4. Further to our comments in the Annexure referred to in above, we report that:

(a) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit;

(b) In our opinion, proper books of account as required by law have been kept by the Company far as appear from our examination of the books of the Company;

(c) The Balance Sheet and Profit & Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account;

(d) In our opinion the Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in sub section 3 (C) of section 211 of the Companies Act , 1956 to the extent applicable;

(e) On the basis of the written representations received from the directors as on March 31, 2012 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on March 31, 2012 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

(f) In our opinion, and to the best of our information and according to the explanations given to us, the said financial statements, read together with the accounting policies and other notes given in Note No. 1 to 29 give the information required by the Companies Act, 1956 in the manner so required and present a true and fair view in conformity with the accounting principles generally accepted in India;

i)ln the case of Balance Sheet, of the state of affairs of the Company as at March 31, 2012;

ii)ln the case of Profit and Loss Account, of the Profit for the year ended on that date; and

iii)ln the case of Cash Flow Statement, of the Cash Flows for the year ended on that date.

ANNEXURE TO THE AUDITOR'S REPORT

(*Referred to in Paragraph (3) of our report of even date on the accounts of CHOICE INTERNATIONAL LIMITED for the year ended March 31,2012)

i. a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

b) As per the information given to us the fixed assets have been physically verified by the management during the year. In our opinion the frequency of verification is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such verification.

c) The fixed assets disposed off during the year, in our opinion, do not constitute a substantial part of the fixed assets of the company and such disposal has, in our opinion, not affected the going concern status of the company.

ii. a) The stock in trade of shares and securities held in the physical format has been physically verified and those held in the dematerialized format have been verified from the relevant statement received from the depository, during the year, by the management. In our opinion, having regard to the nature of stocks, the frequency of the verification is reasonable.

b) In our opinion and according to the information given to us, the procedure of physical verification of inventories followed by the management is reasonable and adequate in relation to the size of the company and nature of its business.

c) In our opinion the Company is maintaining proper records of Stock in trade of Shares and Securities. No discrepancies were noticed on such verification.

iii. a) The company has granted unsecured loan to five subsidiary companies covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 155.32 Lakhs and the year-end balance of loans granted to such parties was Rs 5.73 Lakhs.

b) In our opinion, and according to the information and explanations given to us, the rate of interest and other terms & conditions for such loans are not, prima facie, prejudicial to the interest of the company.

c) The loans are repayable on demand and whenever the loans are called for the company has received the principle amount accordingly.

d) Since there is no stipulation as regards payment schedule, clause 4(iii)(d) is not applicable.

e) The company had taken loan from five parties covered in register maintained in under section 301 of the Companies Act, 1956 during the year. The maximum amount involved during the year was Rs 55.09 Lakhs and the year-end balance of loans taken from such parties was f 21.44 Lakhs.

f) In respect of loan taken, the terms and conditions are not, prima facie, prejudicial to the interest of the company.

g) As informed by the management there is no stipulation regarding the repayment.

iv. In our opinion and according to the information and explanations given to us, there are internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchase of shares and securities, fixed assets and with regard to sale of shares and securities. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal control.

v. a) In our opinion and according to the information and explanations given to us, the transactions that need to be entered into the register maintained under section 301 of the Act have been so entered, b) In our opinion and according to the information and explanations given to us, these contract and arrangement have been made at prices, which are reasonable having regard to the prevailing market prices, for such goods, materials or services at the relevant time. However, wherever no similar transaction taken place during the year with other parties, we are unable to comment whether the same is on prevailing prices or not.

vi. The Company has not accepted any deposits from the public within the meaning of section 58A of the Companies Act, 1956 and the Rules framed there under.

vii. In our opinion and as per the information given to us, the company does not have a formal internal audit system, however it has adequate internal control system in commensurate with its size and nature of its business.

viii. As per the information and explanation given to us, Central Government has not prescribed maintenance of cost records under clause (d) of Section 209 of the Companies Act, 1956.

ix. a) According to the information and explanations given to us, the company is generally regular, except few cases, in depositing the undisputed statutory dues including income tax, sales tax, wealth tax, service tax, customs duty and other statutory dues with the appropriate authorities, applicable to it. According to the information and explanations given to us, there are no significant undisputed amount payable in respect of aforesaid statutory dues which have remained outstanding as at March 31, 2012 for the period of more than six months from the date they became payable.

b) According to the Information and explanation given to us by the management and the records of company examined by us, there were no disputed statutory dues outstanding as at March 31, 2012.

x. As per the record examined by us, the companies do not have accumulated losses at the end of the financial year and it has not incurred cash losses during the current and in the immediately preceding financial year.

xi. In our opinion and according to information and explanations given to us, the company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

xii. According to the information and explanation given and based on documents produced before us, the company has not granted loans and advances on the security by way of pledge of shares, debentures or any other securities

xiii. In our opinion, the Company is not a chit fund or a nidhi / mutual benefit fund/ society. Therefore, the paragraph 4 (xiii) of the Company (Auditor's Report) Order, 2003 are not applicable to the company.

xiv. In our opinion the Company has maintained proper records of transactions and contracts in respect of dealing and trading in shares, securities, debentures and other investments during the year and timely entries have been generally made therein. All shares, debentures and other investments have been held by the Company in its own name subject to the provision of the section 49 of the Companies Act, 1956.

xv. In our opinion and according to the information and the management representation given to us, the terms and conditions on which the company has given guarantees for loans taken by its subsidiaries from banks are, prima facie, not prejudicial to the interest of the Company.

xvi. In our opinion, and according to the information and explanation given to us, the term loans have been applied for the purpose for which they are raised.

xvii. On examination of records, funds raised for short term basis have not been utilized for long term purpose.

xviii. According to the information and explanation given to us, the company has made preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act. In our opinion, the price at which warrant convertible in equity shares have been issued is not prejudicial to the interest of the company. Further the company has not made any preferential allotment of equity shares during the year

xix.The company has not issued any secured debentures during the year under review.

xx. The Company has not raised any money by way of public issue during the year; therefore paragraph 4(xx) of the Order is not applicable.

xxi. According to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the course of our audit.

For Gupta Shyam & Company Chartered Accountants FRN: 103450W

Sd/-

Shyamsunder Gupta (Proprietor) Membership No. 038484

Mumbai, August 14, 2012

---

Mar 31, 2011

1. We have audited the attached Balance Sheet as at 31st March, 2011 and also the Profit and Loss Account and Cash Flow Statement of the Company for the year ended on that date annexed thereto. These financial statements are the responsibility of the company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor's Report) Order, 2003 (as amended) issued by the Central Government in terms of section 227 (4A) of the Companies Act , 1956, we enclose in the annexure a statement, on the matters specified in paragraphs 4 & 5 of the said order.

4. Further to our comments in the Annexure referred to in above, we report that:

(a) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit;

(b) In our opinion, proper books of account as required by law have been kept by the Company so far as appear from our examination of the books of the Company;

(c) The Balance Sheet and Profit & Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account.

(d) In our opinion the Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in sub section 3 (C ) of section 211 of the Companies Act , 1956;

(e) On the basis of the written representations received from the directors as on 31st March, 2011 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March, 2011 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

(f) In our opinion, and to the best of our information and according to the explanations given to us, the said financial statements, read together with the accounting policies and other notes given in Schedule "R" give the information required by the Companies Act, 1956 in the manner so required and present a true and fair view in conformity with the accounting principles generally accepted in India:

i) In the case of Balance Sheet, of the state of affairs of the Company as at 31st March 2011; ii) In the case of Profit and Loss Account, of the Profit for the year ended on that date; and iii) In the case of Cash Flow Statement, of the Cash Flows for the year ended on that date.

ANNEXURE TO THE AUDITOR'S REPORT

(*Referred to in Paragraph (3) of our report of even date on the accounts of CHOICE INTERNATIONAL LIMITED for the year ended March 31, 2011)

i. a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

b) As per the information given to us the fixed assets have been physically verified by the management during the year. In our opinion the frequency of verification is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such verification.

c) During the year, in our opinion, no substantial part of fixed assets has been disposed off by the company

ii. a) The stock in trade of shares and securities held in the physical format has been physically verified and those held in the dematerialized format have been verified from the relevant statement received from the depository, during the year, by the management. In our opinion, having regard to the nature of stocks, the frequency of the verification is reasonable.

b) In our opinion and according to the information given to us, the procedure of physical verification of inventories followed by the management is reasonable and adequate in relation to the size of the company and nature of its business.

c) In our opinion the Company is maintaining proper records of Stock in trade of Shares and Securities. No discrepancies were noticed on such verification.

iii. a) The company has granted unsecured loan to three subsidiary companies covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 108.58 Lacs and the year-end balance of loans granted to such parties was Rs. 10.63 Lacs.

b) In our opinion, and according to the information and explanations given to us, the rate of interest and other terms & conditions for such loans are not, prima facie, prejudicial to the interest of the company.

c) The loans are repayable on demand and whenever the loans are called for the company has received the principle amount accordingly.

d) Since there is no stipulation as regards payment schedule, clause 4(iii)(d) is not applicable.

e) The Company had taken loan from six parties covered in register maintained in under section 301 of the Companies Act, 1956 during the year. The maximum amount involved during the year was Rs. 439 Lacs and the year-end balance of loans taken from such parties was Rs. 17.10 Lacs.

f) In respect of loan taken, the terms and conditions are not, prima facie, prejudicial to the interest of the company.

g) As informed by the management there is no stipulation regarding the repayment.

iv. In our opinion and according to the information and explanations given to us, there are internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchase of shares and securities, fixed assets and with regard to sale of shares and securities. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal control.

v. a) In our opinion and according to the information and explanations given to us, the transactions that need to be entered into the register maintained under section 301 of the Act have been so entered.

b) In our opinion and according to the information and explanations given to us, these contract and arrangement have been made at prices, which are reasonable having regard to the prevailing market prices, for such goods, materials or services at the relevant time. However, wherever no similar transaction taken place during the year with other parties, we are unable to comment whether the same is on prevailing prices or not.

vi. The Company has not accepted any deposits from the public within the meaning of section 58A of the Companies Act, 1956 and the Rules framed there under. vii. In our opinion and as per the information given to us, the company does not have a formal internal audit system, however it has adequate internal control system in commensurate with its size and nature of its business.

viii. As per the information and explanation given to us, Central Government has not prescribed maintenance of cost records under clause (d) of Section 209 of the Companies Act, 1956.

ix. a) According to the information and explanations given to us, the company is generally regular, except few cases, in depositing the undisputed statutory dues including income tax, sales tax, wealth tax, service tax, customs duty and other statutory dues with the appropriate authorities, applicable to it. According to the information and explanations given to us, there are no significant undisputed amount payable in respect of aforesaid statutory dues which have remained outstanding as at 31st March, 2011 for the period of more than six months from the date they became payble.

b) According to the Information and explanation given to us by the management and the records of company examined by us there were no disputed statutory dues outstanding as at 31st March, 2011.

x. As per the record examined by us, the companies do not have accumulated losses at the end of the financial year and it has not incurred cash losses during the current and in the immediately preceding financial year.

xi. In our opinion and according to information and explanations given to us, the company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

xii. According to the information and explanation given and based on documents produced before us, the company has not granted loans and advances on the security by way of pledge of shares, debentures or any other securities

xiii. In our opinion, the Company is not a chit fund or a nidhi / mutual benefit fund/ society. Therefore, the paragraph 4 (xiii) of the Company (Auditor's Report) Order, 2003 are not applicable to the Company.

xiv. In our opinion the Company has maintained proper records of transactions and contracts in respect of dealing and trading in shares, securities, debentures and other investments during the year and timely entries have been generally made therein. All shares, debentures and other investments have been held by the Company in its own name subject to the provision of the section 49 of the Companies Act, 1956.

xv. In our opinion and according to the information and the management representation given to us, the terms and conditions on which the company has given guarantees for loans taken by its subsidiaries from banks are, prima facie, not prejudicial to the interest of the Company.

xvi. In our opinion, and according to the information and explanation given to us, the term loans have been applied for the purpose for which they are raised.

xvii. On examination of records, funds raised for short term basis have not been utilized for long term purpose.

xviii. According to the information and explanation given to us, the Company had made preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act. In our opinion, the price at which shares have been issued is not prejudicial to the interest of the company.

xix. The company has not issued any secured debentures during the year under review.

xx. The Company has not raised any money by way of public issue during the year; therefore paragraph 4(xx) of the Order is not applicable.

xxi. According to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the course of our audit.

For Gupta Shyam & company Chartered Accountants FRN: 103450W



Sd/- Shyamsunder Gupta (Proprietor) Membership No. 038484 Mumbai, May 30, 2011

---

Mar 31, 2010

1. We have audited the attached Balance Sheet as at 31st March, 2010 and also the Profit and Loss Account and Cash Flow Statement of the Company for the year ended on that date annexed thereto. These financial statements are the responsibility of the companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining ,on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) Order, 2003 (as amended ) issued by the Central Government in terms of section 227 (4A) of the Companies Act, 1956, we enclose in the annexure a statement, on the matter specified in paragraphs 4 & 5 of the said order.

4. Further to our comments in the Annexure referred to in above, we report that:

(a) We have obtained all the information and explanations which to the best of our knowledge belief were necessary for the purposes ofouraudit.

(b) In our opinion, proper books of account as required by law have been kept by the Company so far as appear from our examination of the books of the Company.

(c) The Balance Sheet and Profit & Loss Account and Cash Flow Statement dealt with by this report are in agreement with books of accounts.

(d) In our opinion the Profit & Loss Account & the Balance Sheet and Cash Flow Statement dealt by this report comply with the Accounting Standards referred to in Section 211 3©of the Companies Act, 1956.

(e) On the basis of the written representation received from the directors and taken on record By the board, we report that none of the Directors of the Company is disqualified as on 31st March 2010, from being appointed as a Director in the terms of the clause (g) of sub-clause (1) of section 274 of Companies Act, 1956.

(f) In our opinion and to the best of our information and according to the explanations given to us, the said financial statements, read together with the accounting policies and other notes given in Schedule "R" give the information required by Companies Act, 1956 in the manner so required and present a true and fair view in conformity with the accounting principles generally accepted in India:

i) In the case of Balance Sheet, of the state of affairs of the Company as at 31s March 2010,

ii) In the case of Profit and Loss Account, of the Profit for the year ended on that date and iii) In the case of Cash Flow Statement, of the Cash Flows for the year ended on that date.

ANNEXURE TO THE AUDITORS REPORT (*Referred to in Paragraph (3) of our report of even date on the accounts of CHOICE INTERNATIONAL LIMITED for the year ended March 31, 2010)

I. a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets, subject to the updating of the current year addition.

b) As per the information given to us the fixed assets have been physically verified by the management during the year. In our opinion the frequency of verification is reasonable having regard to the size of the company and the nature of its assets.

c) During the year, in our opinion, no substantial part of fixed assets has been disposed off by the company.

ii. a) The stock in trade of shares and securities held in the physical format has been physically verified and those held in the dematerialized format have been verified from the relevant statement received from the depository, during the year, by the management. Inouropinion, having regard to the nature of stocks, the frequency of the verification is reasonable.

b) In our opinion and according to the information given to us, the procedure of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and nature of its business.

c) In our opinion the Company is maintaining proper records of Stock in trade of Shares and Securities The discrepancies noticed on verification between physical stocks and those held in the dematerialized format with the book/ records were not material.

iii. (a) The company has accepted unsecured loan of Rs.23.00 lacs from two parties listed in register maintained under Section 301 of the Companies Act, 1956 during the year The maximum amount of loan involved from such parties was Rs.23.00 lacs and year end balance was Rs. 18.00 lacs.

(b) In respect of loan taken terms & conditions are not prime-facie prejudicial to the interest of the company

(c) As informed by management that there is no stipulation regarding the payment therefore, the amount can not be treated as overdue.

(d) The Company has not granted unsecured loan to the parties listed in the register maintained under section 301 of the companies Act, 1956.

iv In our opinion and according to the information and explanations given to us, there are internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchase of shares and securities , fixed assets and with regard to sale of shares and securities . During the course of our audit, we have not observed any continuing failure to correct major weakness in internal control.

v) (a) In our opinion and according to the information and explanations given to us, the transactions that need to be entered into the register maintained under section 301 of the Act have been so entered.

(b) In our opinion and according to the information and explanations given to us, these contract and arrangement have been made at prices, which are reasonable having regard to the prevailing market prices, for such goods, materials or services at the relevant time. However, wherever no similar transaction taken place during the year with other parties, we are unable to comment whether the same is on prevailing prices or not

vi) The Company has not accepted any deposits from the public within the meaning of section 58Aof the Companies Act, 1956 and the Rules framed there under.

vii) In our opinion and as per the information given to us, the company does not have a formal internal audit system, however it has adequate internal control system in commensurate with its size and nature of its business.

xiii) As perthe information and explanation given to us, Central Government has not prescribed maintenance of cost records under clause (d) of Section 209 of the Companies Act, 1956.

ix. (a) The company is regular in depositing with appropriate authorities undisputed statutory dues including income tax, sales tax and other statutory dues applicable to it. According to the information and explanations given to us, no undisputed amount in respect of aforesaid statutory dues were outstanding as at 31s March, 20010 for the period of more than six months from the date they became payable.

b) According to the Information and explanation given to us by the management and the records of company examined by us there were no disputed statutory dues outstanding as at 31st March, 2010.

x. As perthe record examined by us, the company do not have accumulated losses at the end of the financial year and it has not incurred cash losses during the current and in the immediately preceding financial year.

xi. Company has availed a overdraft facility against the lien of its own fixed deposits with the bank. During the year the company has not defaulted in repayments od its due in this regard.

xii. According to the information and explanation given and based on documents produced before us, the company has not granted loans and advances on the security by way of pledge of shares, debentures or any other securities

xiii. In our opinion, the Company is not a chit fund or a nidhi / mutual benefit fund/ society. Therefore, the paragraph 4 (xiii) of the Company (Auditors Report) Order, 2003 are not applicable to the company.

xiv. In our opinion the Company has maintained proper records of transactions and contracts in respect of dealing and trading in shares, securities, debentures and other investments during the year and timely entries have been generally made therein. All shares, debentures and other investments have been held by the Company in its own name subject to the provision of the section 49 of the Companies Act, 1956.

xv. According to the information and the management representation given to us, the company has not given any guarantee for the loans taken by other parties from banks or Financial Institutions during the year.

xvi. The company have not taken any term loan, hence no outstanding balance at the end of the year.

xvii. On examination of records, funds raised for short term basis have not been utilized for long term purpose.

xviii. The company has made a preferential allotment of 5,50,000 equity shares to the five (5) parties or companies listed in the register maintained under section 301 of the Companies Act, 1956.

xix. The company has not issued any secured debenture during the year under review.

xx. The Company has not raised any money by way of public issue during the year; therefore paragraph 4(xx) of the Order is not applicable

xxi. According to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the course of our audit.

For Gupta Shyam & Company Chartered Accountants F.r.No. 103450w

Shyamsunder Gupta

(Proprietor) M.N.038484 Mumbai May29, 2010,