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Choice International Ltd Management Discussions

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Management Discussion and Analysis Report

1. ECONOMIC AND INDUSTRY OVERVIEW

1.1 Global Economy

The global economy through FY 2025-26 continued its uneven adjustment to a higher-for-longer interest rate environment, gradually disinflating price levels and a reordering of trade and supply chains. Growth in advanced economies remained modest, while emerging markets - India among the fastest - carried a disproportionate share of incremental global output. Monetary policy in most major economies moved from restriction towards neutrality, though the pace of easing remained data- dependent and uneven across jurisdictions. Geopolitical fragmentation, tariff realignment and elevated commodity volatility remained the principal sources of uncertainty for capital flows into emerging markets.

For Indian financial services, the practical consequence was two-fold. Foreign portfolio flows were episodic rather than directional, placing greater weight on domestic institutional and retail flows in setting market

depth. And the pricing of cross-border capital became a live consideration for Indian financial intermediaries seeking growth capital - a theme directly relevant to your Company during the year under review.

1.2 Indian economy

India retained its position as the fastest-growing major economy, with real GDP growth of approximately 7.7% in FY 2025-26 against 7.1% in FY 2024-25. Growth was supported by sustained public capital expenditure, a broadening private capex cycle, resilient services exports and a consumption impulse aided by tax and Goods and Services Tax rate rationalisation during the year. Fleadline inflation moderated to an average of approximately 2.1%, allowing the Reserve Bank of India to ease policy rates cumulatively by 100 basis points and improve system liquidity. The fiscal deficit was contained at 4.4% of GDP, and the current account deficit remained within comfortable bounds.

Three structural currents matter most to your Companys operating environment:

Financialisation of household savings.

Digital public infrastructure.

Infrastructure-led capital formation.

Aadhaar-based onboarding,

The share of household savings routed into equities, mutual funds, insurance and pension products continued to rise at the expense of physical assets and bank deposits - a multi-decade transition still in its early innings outside the top 30 cities.

UPI, the account aggregator architecture and Digi Locker have collapsed the unit cost of acquiring and servicing a customer in a Tier 3 town to a fraction of what a branch-led model required, making nonmetro distribution economically viable for the first time.

The National Infrastructure Pipeline, PM Gati Shakti, the National Industrial Corridor Development Programme and state-level urban missions have created a durable, multi-year demand pool for engineering, project management and transaction advisory services.

1.3 Financial services: the structural backdrop

The demat account base, mutual fund folio count, insurance policy issuance and retail credit penetration all expanded during the year, with the incremental customer increasingly originating outside the metros and increasingly digital-first in behaviour but assisted in decision-making. Regulatory activity was correspondingly intense - recalibration of the derivatives framework, tightening of intermediary conduct and disclosure norms, the Digital Personal Data Protection Act, 2023 and the Rules notified thereunder, revisions

to merchant banker eligibility norms, and continued supervisory focus on outsourcing, cyber resilience and client asset protection.

Your Company reads this environment as favouring diversified, technology-owned, compliance-heavy platforms over single-product specialists. Regulatory cost is now a fixed cost that scales poorly for small intermediaries and rewards groups that can build a control framework once and reuse it across licences. That is the thesis on which the Choice Group is constructed.

2. ABOUT CHOICE INTERNATIONAL LIMITED

Choice International Limited ("CIL"/"the Company") is a listed, diversified financial services group offering broking and capital market services, wealth management, digital investment advisory, asset management, investment banking, insurance broking, lending, and government and infrastructure advisory, supported by an assisted-distribution network and an in-house technology, cybersecurity and artificial intelligence arm. The Companys eguity shares are listed on BSE Limited and the National Stock Exchange of India Limited.

The Groups operating model rests on four propositions. The Group holds its own regulatory licences across segments rather than intermediating another institutions. It builds and owns its technology rather than renting it. It distributes

through a hybrid of branches, franchisees, digital channels and an advisor network that reaches well beyond the metros. And it maintains a shared control, compliance and risk architecture across entities so that governance capability compounds instead of being rebuilt licence by licence.

FY 2025-26 was, across several verticals, a year in which capacity was built ahead of revenue. Three businesses - asset management, digital investment advisory and the newly consolidated wealth platform - were either in their first year of operation or absorbing acquisitions. Two - insurance broking and consultancy-absorbed the cost of network and capability expansion within the years profit. The segment reviews that follow set out the position for each.

3. FINANCIAL PERFORMANCE

The consolidated financial performance of the Company for FY 2025-26 as compared to FY 2024-25 is summarised below. The detailed financial summary, and the report on the performance and financial position of each subsidiary, associate and joint venture, are set out in the Boards Report and in Form AOC-1 annexed thereto.

4. SEGMENT-WISE PERFORMANCE AND OUTLOOK

Each segment below follows a common structure: a headline scale metrics, the entitys financial performance, its operating metrics, notable developments during the year, and the direction of travel for FY 2026-27.

Two units - Choice Connect and Choice TechLab - are presented without separate financial statements. Both operate in a supporting capacity to the Group as a whole, and their income arises substantially from within the Group and is eliminated on consolidation. Presenting standalone financials for either would overstate their independent commercial scale and understate the operating businesses they serve. Both are therefore reviewed on operating metrics alone.

4.1 Broking and Capital Markets - Choice Equity Broking Private Limited

Business profile: Choice Equity Broking Private Limited ("CEBPL"), a subsidiary of the Company, is a SEBI-registered trading and clearing member offering broking, market

making, margin trade financing ("MTF") and allied capital market services to retail, high-net-worth and institutional clients across BSE (Cash and Futures & Options), NSE (Capital Market, Futures & Options, Currency Derivatives and Commodity segments), MCX and NCDEX.

Headline: Client assets under stock broking grew 27.59% to 752,481.85 Crore from 741,131.93 Crore.

Industry context: The broking industry continued its transition from a transaction-fee business to a diversified financial services business in which interest income and market-making increasingly complement brokerage. Regulatory recalibration of the derivatives segment moderated speculative volumes but improved the quality and persistence of the retail client base. Competition remained intense on price, shifting differentiation towards platform reliability, product breadth, research and the ability to fund client positions - all areas in which scale confers durable advantage.

Financial performance.

Particulars (7 in Crore)

FY 2025-26 FY 2024-25 Change

Revenue from operations

479.52 423.06 *13.35%

Other income

1.83 3.75 (51.05)%

Total income

481.35 426.80 ?12.78%

Total expenses

334.25 317.44 *5.30%

Profit before tax

147.10 109.36 *34.51%

Profit after tax

109.03 81.48 ?33.81%

PAT margin

22.65% 19.09% *356 bps

Net worth

434.73 321.20 *35.35%

Return on equity

28.85% 29.21% (36) bps

Profit grew at more than twice the rate of income because total expenses rose only 5.30% against a 12.78% increase in total income - the clearest evidence of operating leverage anywhere in the Group. Return on equity was held broadly flat despite a 35.35% larger equity base, meaning incremental capital was deployed at close to the existing return.

Revenue composition: Brokerage income grew 12.29% to 7304.13 Crore and interest and MTF income grew 21.43% to 7168.76 Crore, lifting the funded books contribution to 35.06% of total incomefrom 32.56%. Market-making income was 71.57 Crore against 75.87 Crore and distribution and other fee income 76.89 Crore against 711.09 Crore; marketmaking inventory was materially enlarged during the year and the activity remains at an early stage of scale-up.

Operating metrics: Demat accounts grew 16.28% to 12.63 Lakh and active client accounts 5.39% to 2.55 Lakh, with revenue per active client rising 7.01% to 718,912. Average daily turnover grew 60.28% to 71783.3 Crore, lifting retail ADTO market share to 1.42% from 1.21%. The MTF book grew 36.84% to 7291.71 Crore. The branch network expanded

31.36% to 155 branches and the registered franchisee network 10.91% to 1,810. The FinX platform served over 25 million API requests per day, with 72% of broking revenue generated through digital channels against 67%.

Notable developments: The balance 75% consideration on 8,90,200 convertible share warrants was received and converted into equity, increasing paid-up equity share capital from 7801.78 Lakhs to 7890.80 Lakhs. CEBPLs 100% stake in Choice AMC Private Limited was transferred to the Company in April 2025 at cost of 7611 Lakhs. Subsequent to the year end, on July 9,2026, CEBPL entered into a Share Subscription Agreement and Shareholders Agreement with NH Investment & Securities Co., Ltd. for a strategic growth-capital investment of 7899.99 Crore by way of 42,25,350 Compulsorily Convertible Preference Shares at 72,130 per share, convertible into equity after three years, without change of control and subject to requisite approvals.

Outlook for FY 2026-27: The direction of travel is continuity rather than redirection. The Company expects to keep growing the funded book as the principal driver of revenue mix improvement, supported by the strengthened capital base once the NHIS investment concludes. Market-making will be scaled from its current early base, with participation in the ETF segment and the Securities Lending and Borrowing Mechanism being built out. Distribution expansion continues on the trajectory set over the past two years, with branch additions weighted towards districts where the Group has franchisee presence but no direct branch. Technology investment stays concentrated on the FinX platform and its API surface, and inorganic opportunities that add client base, fee income or complementary technology will continue to be evaluated selectively.

4.2 Wealth Management - Choice Wealth Private Limited Business profile: Choice Wealth Private Limited offers investment advisory and distribution across mutual funds, portfolio management services, alternative investment

Financial performance. funds, non-convertible debentures, bonds, corporate fixed deposits, market-linked debentures, global investment solutions and estate planning, serving affluent, high-net- worth and emerging-affluent clients.

Headline: Total income grew from Rs.6.64 Crore to Rs.32.63 Crore following consolidation of the acquired business, while closing assets under management stood at Rs.4,267.67 Crore against Rs.5,577.43 Crore.

Industry context: Indias wealth management market continues to expand faster than nominal GDP, driven by rising financial asset ownership, the wealth effect of a decade-long equity cycle and generational transfer of family wealth. The industry is simultaneously consolidating, as compliance cost, technology investment and research capability increasingly favour institutional platforms over individual distributors - creating a sustained pipeline of acquisition opportunities for scaled acquirers.

Particulars (7 in Crore)

FY 2025-26 FY 2024-25 Change

Revenue from operations

31.50 6.62 +375.85%

Other income

1.14 0.02 +5.600.00%

Total income

32.63 6.64 +391.45%

Total expenses

18.87 5.71 +230.44%

Profit before tax

13.76 0.93 +1.379.57%

Profit after tax

11.24 0.88 +1.177.27%

PAT margin

34.44% 13.29% +2,115 bps

Net worth

23.06 11.59 +99.04%

Return on equity

64.87% 71.59% (672) bps

FY 2025-26 figures represent the combined entity following the acquisition of the Arete business with effect from March 31, 2025. FY 2024-25 figures relate to Choice Wealth alone, and the two years are therefore not directly comparable. Return on equity for FY 2024-25 has been computed on the capital employed by the wealth business only.

Reading the assets under management movement:

The reduction was concentrated in low-yield debt and liquid treasury assets that entered the books with the acquisition. These were inherently concentrated positions and saw sizeable redemptions, particularly in the March quarter, in line with the industry-wide pattern of corporate treasuries withdrawing liquidity for advance tax and year-end balance sheet requirements. Because they carried modest revenue despite their weight in the asset base, the earnings impact was minimal - income grew nearly five-fold on a smaller asset base, which is the more meaningful measure of the platforms progress.

Product (7 in Crore)

FY 2024-25 FY 2025-26 Change Growth

Mutual Funds

5,246.00 3.297.13 (1.948.87) (37.15)%

PMS/AIF

25.59 26732 241.73 +944.63%

Market Linked Debentures

17.09 28.66 11.57 +67.70%

Bonds

172.44 260.86 88.42 +51.28%

Corporate Fixed Deposits

97.02 241.86 144.84 +149.29%

Non-Convertible Debentures

19.29 171.83 152.54 +790.77%

Total

5,577.43 4,267.67 (1,309.76) (23.48)%

Higher-margin distribution assets across PMS. AIF, NCDs, corporate fixed deposits, bonds and market-linked debentures grew from Rs.331 Crore to Rs.971 Crore. raising their share of total assets from 5.9% to 22.7%. Equity assets rose from 48.3% of the mutual fund portfolio in the first quarter to over 70% by the fourth.

Operating metrics: The monthly systematic investment plan (SIP) book grew 49.50% to Rs.18.40 Crore across 71.256 live SIPs, up 32.55%. Client families served grew 21.08% to 51.089. Relationship manager strength was 61 against 64, with assets under management per relationship manager at 769.96 Crore. Assets of 7592.77 Crore were added inorganically during the year, and the newly established non-convertible debenture desk originated Rs.125 Crore.

Notable developments: The Company established an in-house NCD origination and credit assessment desk, moving from distributing third-party product to originating directly. Inorganic activity added the Fintoo Groups wealth distribution business, Glory Prime Wealth Private Limited of Pune, and four mutual fund distributors in Flimachal Pradesh. A long-term agreement was signed with India Post Payments Bank - serving over 12 crore customers through more than 1.65 lakh post offices - to develop and operate its digital mutual fund investment platform.

Outlook for FY 2026-27: The priority is to continue the shift already visible in the mix - away from low- yield institutional debt assets and towards higher- margin, recurring-revenue advisory assets and a larger systematic investment book. In-house credit origination will be scaled meaningfully from the base established this year, extending into private credit and structured fixed income. Government and public sector mandates are being pursued, and dedicated Private Client Group and Family Office desks will be established across existing branches, beginning with Tier I locations and extending into Tier II. Selective acquisitions of distributor books remain part of the growth model, and artificial intelligence will be extended beyond adviser enablement into process automation and client servicing.

4.3 Insurance Broking - Choice Insurance Broking India Private Limited

Business profile: Choice Insurance Broking India Private Limited ("CIBIPL") is registered with the Insurance Regulatory and Development Authority of India as a Direct Insurance Broker, serving retail and corporate clients across Property and Engineering, Project, Marine, Liability, Employee Benefits, Health, Life and Motor insurance, complemented by risk advisory, claims management and programme design services.

Headline: Gross premium placed grew 16.28% to Rs.322.59 Crore from Rs.277.42 Crore, with retail premium growing 71.38% to Rs.145.70 Crore.

Industry context: Insurance penetration in India remains well below global averages, particularly in non-life and health, leaving substantial headroom irrespective of near- term cyclicality. Regulatory reform has been directed at expanding access - through open architecture in distribution, the point-of-sale person framework, and a shift from prescriptive product approval towards principle-based supervision. Broking, as an advice-led and capital-light intermediation model, is well-positioned in this environment.

Financial performance:

Particulars (Rs. in Crore)

FY 2025-26 FY 2024-25 Change

Revenue from operations

85.71 88.59 (3.25)%

Other income

1.67 1.12 *48.75%

Total income

87.38 89.71 (2.60)%

Employee benefit expense

14.27 9.22 *54.78%

Other expenses

68.16 65.31 *4.36%

Total expenses

82.79 74.66 *10.88%

Profit before tax

4.59 15.05 (69.49)%

Profit after tax

3.46 11.23 (69.19)%

PAT margin

3.96% 12.52% (856) bps

Net worth

23.54 19.66 *19.76%

This was an investment year, and the profit reflects it. Premium placed grew 16.28% while brokerage income declined 3.25%, as effective brokerage yield on premium fell to 26.57% from 31.93% - a consequence of the shift in business mix towards retail business. Employee cost rose 54.78% as the distribution and corporate teams were

built out. The combination compressed profit before tax by 69.49%. The capability added during the year - a point-of-sale network 43.71% larger, six additional insurer relationships and a materially stronger retail franchise - is the asset that this years profit paid for.

Segment performance:

Particulars (? in Crore)

FY 2025-26 FY 2024-25 Change

Retail premium

145.70 85.01 *71.38%

Corporate premium

176.89 192.42 (8.07)%

Gross premium placed

322.59 277.42 +16.28%

Retail growth was led by Motor, supported by expansion of the point-of-sale network, improved digital issuance and rising customer adoption, with Health and Life also growing strongly. Corporate premium declined as several large project and property placements in the prior year did not recur on the same scale; Employee Benefits and Property and Engineering remained the strategic focus categories, and foundations were laid in Trade Credit and Surety Bond insurance.

Operating metrics: The active point-of-sale person network grew 43.71% to 14,592, and insurer partners empanelled grew to 48 from 42. Retail renewal and persistency improved to 90% from 84%. Policies issued were 50,887 against 52.317 and 578 claims were assisted against 619, both reflecting the shift in mix towards higher- value retail motor and away from high-volume, low-ticket lines.

Outlook for FY 2026-27: The immediate priority is to convert the distribution capacity built during FY 2025- 26 into brokerage income, which means improving productivity per point-of-sale person rather than adding network at the same pace. Yield recovery is the second priority: rebuilding the corporate book, particularly in Employee Benefits, Property and Engineering and project lines, restores mix towards higher-margin business. The Company has planned for a reinsurance broking licence and intends to activate facultative and treaty reinsurance business, which would open a materially higher-value revenue line. The branch footprint will be expanded by leveraging the Groups existing network rather than standalone build-out, overseas opportunities are being explored, and technology investment continues in automation, digital issuance and claims servicing.

4.4 Digital Investment Advisory - Fintoo Wealth Private Limited

Business profile: The Groups digital investment advisory business operates as a SEBI-registered investment adviser, delivering algorithm-led. goal-based portfolio construction, rebalancing and review to retail and emerging-affluent investors through a digital-first journey. The proposition is advice under a fee-based fiduciary standard, delivered at a cost point that makes it viable for portfolio sizes conventional advisory cannot economically serve.

Headline: FY 2025-26 was the businesss first year of reported operation. Closing assets under advice stood at 7362.80 Crore across 483 active clients.

Industry context: Registered investment advisory in India is a small but structurally advantaged category. The regulatory framework separates advice from distribution and reguires fee-based compensation for the advisory relationship, which removes the product-commission conflict that shapes much of the retail market. The constraint has always been unit economics: human- delivered advice cannot be profitably provided below a certain portfolio size, which has confined the category to the wealthy. Algorithmic portfolio construction changes that arithmetic. SEBIs periodic recalibration of the investment adviser framework - on gualification, fee caps, client segregation and the boundary between advice and distribution - continues to shape how the model can be operated, and compliance capability is itself a meaningful entry barrier.

Operating metrics:

Particulars

FY 2025-26

Closing assets under advice

7362.80 Crore

Active clients

483

Assets under advice per client

775.11 Lakh

Revenue per client

756,565

Revenue yield on assets under advice

75 bps

FY 2024-25 comparatives are not presented, this being the businesss first year of reported operation.

The metric that matters most at this stage is not scale but yield. At approximately 75 basis points on advised assets the business is earning a genuine advisory fee rather than a distribution trail, and average assets under advice per client of 775.11 Lakh indicate an early client base that is substantive rather than nominal. A fee-based book of this quality is materially more durable than a commission- linked one, since it is not exposed to changes in product- level commission structures.

Notable developments: The year was one of establishment: the advisory process, risk-profiling methodology, portfolio construction logic and periodic review cadence were built and put into supervised operation, alongside the client agreement, suitability documentation and recordkeeping framework required of a registered investment adviser. The business also draws on the Groups broking, wealth and distribution channels for client origination, which materially lowers acquisition cost relative to a standalone digital adviser.

Outlook for FY 2026-27: The emphasis remains on deepening rather than broadening. Priorities are to grow the advised client base through the Groups existing customer channels rather than paid acquisition, to preserve fee yield as scale increases rather than discounting to win volume, and to extend the advisory engines coverage across additional asset classes.

Integration with the Groups wealth platform continues, allowing clients to graduate from digital advice into relationship-managed advisory as portfolios grow, and technology investment will focus on automating the review and rebalancing cycle so that adviser capacity scales without proportionate cost.

4.5 Asset Management - Choice AMC Private Limited

Business profile: Choice Mutual Fund was settled as a Trust by the Company on March 20, 2025, with Choice Trustees Services Private Limited as Trustee, in accordance with the Indian Trusts Act, 1882 and duly registered under the Indian Registration Act, 1908. The Trustee entered into an Investment Management Agreement dated March 20, 2025 with Choice AMC Private Limited ("Choice AMC") to act as Investment Manager to all schemes of the Fund. The Fund was registered with SEBI on August 1,2025 under Registration Code MF/087/25/13.

Headline: FY 2025-26 was the year of origination. Assets under management as at March 31,2026 stood at Rs.53.04 Crore across 24,849 investor folios, with average assets under management for the year of Rs.69.43 Crore.

Industry context: The Indian mutual fund industry stands at an inflection point. Systematic investment plan flows have institutionalised a monthly retail savings pool materially less sensitive to market cycles than earlier generations of flows; passive products have moved from a niche to a core allocation for cost-conscious and first-time investors; and regulatory emphasis on expense ratio transparency, scheme categorisation and B-30 penetration has shifted competitive advantage towards distribution reach and cost discipline. For a new entrant, this environment rewards sequencing - establishing credibility in simple, benchmark-tracking products before extending into active strategies where track record is the currency.

Financial performance.

Particulars (? in Crore)

FY 2025-26 FY 2024-25

Revenue from operations

Nil Nil

Other income

3.31 0.62

Total income

3.31 0.62

Employee benefit expense

5.41 0.18

Other expenses

5.36 0.65

Total expenses

10.77 0.83

Loss before tax

(7.46) (0.21)

Loss after tax

(5.67) (0.25)

Net worth

59.90 5.13

The loss is the expected shape of a first-year asset management business. Management fee income was nil for the year, the Funds first scheme having been launched partway through on an immaterial fee base; income comprised return on the capital contributed to meet regulatory net worth requirements. Costs were incurred to build the investment, risk, compliance and operations functions and the distribution architecture - allot which must exist in full before the first rupee of scheme assets can be accepted. Net worth was strengthened to Rs.59.90 Crore to support the build-out.

Scheme launches: During FY 2025-26, one open-ended scheme was launched:

S. No Scheme Name

Scheme Type

Structure

1 Choice Gold ETF

An open-ended Exchange Traded Fund scheme replicating/tracking the domestic price of gold

Open-ended

Subsequent to the year end the product suite was extended materially. Units of Choice Nifty 50 Index Fund and Choice Nifty Next 50 Index Fund were allotted on April

7,2026, and units of Choice Overnight Fund were allotted on July 4,2026 - taking the Fund from one scheme at the close of FY 2025-26 to four as at the date of this report, spanning physical gold, Indias two most widely tracked large-capitalisation equity indices, and the shortest- duration debt category.

Operating metrics: The empanelled mutual fund distributor network reached 1,268. B-30 markets accounted for 22.44% of assets under management, ahead of the industry norm for a first-year fund house and consistent with the Groups non-metro distribution reach. Tracking difference on the Gold ETF was 0.84%. The systematic investment plan book was nil at year end, the scheme then live not being SIP-oriented; this changes with the index funds launched in April 2026.

Outlook for FY 2026-27. FY 2026-27 is the first full year of operations, and the first in which scheme assets will generate management fee income across a full period. The product suite will continue to be deepened in sequence, with each launch evaluated on benchmark quality and clarity of investor mandate, and an international fund structure through GIFT City is being evaluated to complement the domestic suite. Preparatory work for active management continues, with launches to follow rigorous investment process development and regulatory validation rather than a calendar. Distribution will be scaled by growing the empanelled distributor base, strengthening the direct proposition through the Groups own channels, and extending reach across T-30 and B-30 cities, supported by investor education and simplified on boarding. The ambition is unchanged tobuild assets under management by earning trust, product by product and investor by investor.

4.6 Investment Banking - Choice Capital Advisors Private Limited

Business profile. Choice Capital Advisors Private Limited is a SEBI-registered Merchant Banker offering equity capital markets services including initial public offerings on the mainboard and SME platforms, open offers, buybacks, delistings, private placements and allied transaction advisory services.

Eleadline. Issue size managed grew to Rs.1.130.34 Crore from T285.21 Crore, and total income grew 153.16% to T120.79 Crore - the strongest growth of any vertical in the Group.

Industry context. Indias primary market remained among the most active globally, supported by broad- based domestic institutional participation, a deep and persistent retail bid. and a pipeline spanning traditional manufacturing, financial services and new-economy sectors. The revised merchant banker framework notified during 2025. which recalibrated net worth, liquid net worth qnd underwriting copacity requirements and introduced a categorisation of permitted activities, has materially raised the capital and compliance threshold for participation - favouring well-capitalised, institutionally governed merchant bankers and driving consolidation among smaller intermediaries.

Financial performance.

Particulars (Rs. in Crore)

FY 2025-26 FY 2024-25 Change

Revenue from operations

114.08 46.65 ? 144.55%

Other income

6.71 1.07 ? 527.10%

Total income

120.79 4771 ?153.16%

Total expenses

31.50 20.41 ? 54.31%

Profit before tax

89.29 27.30 ?227.06%

Profit after tax

66.11 20.52 ?222.24%

PAT margin

54.73% 43.00% ?1.173 bps

Net worth

101.72 36.34 ?179.92%

Return on equity

95.77% 81.21% +1,456 bps

Income grew 153.16% while costs grew 54.31%, lifting the profit margin above 54% - the highest in the Group and characteristic of a mandate-driven fee business operating at scale. Net worth nearly trebled, comfortably above the regulatory net worth requirement of Rs.5 Crore, positioning the division for larger mandates and for the enhanced capital thresholds of the revised framework.

Operating metrics: The division completed 4 mainboard initial public offerings during the year, against 4 SME issues in the prior year - a deliberate move up the value chain, reflected in an average issue size of 158.13 Crore against Rs.60.23 Crore. Average subscription across issues managed was 68.54 times against 103.67 times, the moderation reflecting materially larger issue sizes rather than weaker reception. Two open offers were executed against one in the prior year. The closing mandate pipeline stood at 34 mandates representing approximately Rs.7,550 Crore, against 22 mandates and Rs.6,500 Crore.

Notable developments: Shringar House of Mangalsutra Limited, Shanti Gold International Limited, Advance Agrolife Limited and Prostarm Info Systems Limited were the years mainboard transactions, receiving subscriptions of 60x, 81x, 57x and 97x respectively. The division strengthened deal execution capability, enhanced its due diligence framework in response to heightened regulatory scrutiny of issuer disclosures, and expanded sectoral coverage across gems and jewellery, agrochemicals, electrical equipment and construction.

Operating framework: Merchant banking is a business in which reputational capital compounds slowly and depletes quickly. The division operates a structured mandate acceptance process assessing promoter background, financial reporting quality, related-party exposure, regulatory history and business sustainability before a mandate is signed. Segregation is maintained between the transaction team and the Groups research and secondary market businesses, supported by information barrier procedures, restricted list maintenance and pre-clearance requirements for employee dealing.

Outlook for FY 2026-27: The division enters the year with a pipeline materially larger than the one it converted during FY 2025-26. The direction is to continue the shift towards mainboard mandates that drove this years performance, to convert transaction mandates into continuing advisory relationships, and to build capability in adjacent products including qualified institutional placements, rights issues and debt capital markets in coordination with the Groups wealth platform. A dedicated mergers and acquisitions advisory capability is being established, and an international presence is under evaluation to serve cross- border mandates. Issuer selection discipline remains the constraint the division intends to hold to even as volumes grow.

4.7 Government and Infrastructure Advisory - Choice Consultancy Services Private Limited Business profile:

The consultancy vertical serves Central and State Government departments, public sector institutions, urban and rural local bodies and private stakeholders, from project conceptualisation through implementation support, monitoring and institutional strengthening. Capabilities span transportation infrastructure, Detailed Project Reports, Project Management Consultancy, Independent Engineering and technical audit, renewable energy, irrigation and water resources, affordable housing and urban infrastructure, environmental sustainability, public health and sanitation, digital transformation and e-governance, institutional capacity building, and MSME and cooperative sector advisory.

Headline: The closing order book grew 39.32% to Rs.698 Crore from Rs.501 Crore, providing forward revenue visibility of over three times the years revenue from operations.

Industry context: Indias infrastructure build-out has entered an unprecedented phase. Against earlier-cycle spending of approximately Rs.18.3 Lakh Crore on roads and highways, Rs.12.4 Lakh Crore on railways and Rs.8.6 Lakh Crore on urban infrastructure, projections for 2025-2030 indicate Rs.42-45 Lakh Crore, Rs.30-32 Lakh Crore and Rs.22- 25 Lakh Crore respectively. The National Infrastructure Pipeline spans over 10,000 projects across more than 60 sub-sectors with an estimated aggregate cost exceeding US$ 2.1 trillion, creating a durable, multi-year demand pool across the advisory value chain.

Financial performance:

Particulars (Rs. in Crore)

FY 2025-26 FY 2024-25 Change

Revenue from operations

212.02 201.42 +5.26%

Other income

5.82 1.88 +209.57%

Total income

217.84 203.30 +7.15%

Employee benefit expense

92.22 98.13 (6.02)%

Other expenses

77.33 50.86 *52.04%

Total expenses

173.32 152.90 *13.36%

Profit before tax

44.52 50.40 (11.67)%

Profit aftertax

36.22 37.24 (2.74)%

PAT margin

16.63% 18.32% (169) bps

Net worth

196.34 140.13 *40.11%

Revenue grew modestly while the order book grew 39.32%, indicating that work won during the year is weighted towards execution in periods ahead rather than the year of award - the normal pattern for DPR and project management mandates with multi-year delivery cycles. Margin compressed as other expenses rose 52.04%, principally sub-consultancy, travel and project delivery costs associated with a wider geographic and sectoral footprint, while employee cost fell 6.02% as delivery shifted towards a variable-cost model. Net worth grew 40.11%.

Operating metrics: Technical professionals on roll grew 11.79% to 2,076 from 1,857. Ayoleeza Consultants Private Limited, acquired during the year, contributed Rs.14.14 Crore of revenue post-acquisition.

Notable developments: The Group acquired Ayoleeza Consultants Private Limited, an engineering consultancy with expertise in transportation infrastructure, particularly roads, highways and railway DPR and PMC assignments. The Group was declared the Successful Resolution Applicant for Feedback Infra Private Limited under the Insolvency and Bankruptcy Code, 2016, receiving the Letter of Intent from the Resolution Professional pursuant to Committee of Creditors approval. Expansion continued into irrigation and water infrastructure in Rajasthan, Faecal Sludge Treatment Plant projects in Maharashtra and Chhattisgarh under the Swachh Bharat Mission, and Independent Engineer audit assignments for the Food Corporation of India. Institutional presence was extended through empanelments with the Slum Rehabilitation Authority (Mumbai), Municipal Council Administration Directorate and Urban Development Department (Government of Maharashtra), MAHAPREIT, Public Works Department (Kolhapur Circle), Ujjain Development Authority, MP Jal Nigam, Chhattisgarh Infotech Promotion Society, Water Corporation of Odisha, Software Technology Parks of India, ITI Limited, RailTel Corporation of India Limited, HUDCO, NITCON Limited and the Department of Panchayati Raj, Government of Uttar Pradesh.

Outlook for FY 2026-27: Converting the enlarged order book into revenue is the years central task, and margin recovery depends on improving delivery efficiency as the sub-consultancy-heavy cost structure of the past year is rebalanced. The verticals direction is aligned with the Viksit Bharat 2047 mission, with participation across DPR preparation, project management, independent engineering, technical audit, digital governance, transaction advisory and project monitoring under initiatives including Smart Cities, industrial corridors, PM Gati Shakti and the National Industrial Corridor Development Programme. Municipal finance and urban financial advisory is a specific area of focus, where growing emphasis on municipal bonds and structured funding models allows the Group to combine project structuring, financial assessment and regulatory compliance capability in a single offering.

4.8 Lending - Choice Finserv Private Limited

Business profile: Choice Finserv Private Limited ("CFPL") is a Reserve Bank of India registered non-banking financial company offering MSME and business loans, Loan Against Property, Solar Finance, NBFC funding, Loan Against Shares, Builder Lunding, Eguipment Linance, Secured Partnership Loans and Co-Lending Loans, lending to financially disciplined borrowers with demonstrable cash flows and adeguate security cover.

Headline: Total income grew 43.07% to Rs.164.26 Crore and profit after tax grew to Rs.11.85 Crore from Rs.2.89 Crore, on assets under management of Rs.800.02 Crore.

Industry context: NBLCs continue to extend formalised credit to the underserved, serving customers in underbanked regions and those without conventional credit history. Sector retail AUM excluding housing finance expanded at 17% year-on-year in HI LY2026, with growth estimated at 17-19% for LY2026 and 16-18% for LY2027. Incremental funding reguirement over and above refinancing is forecast at Rs.3.5-3.7 trillion in LY2026 and Rs.4.1-4.3 trillion in LY2027, with entities relying increasingly on market issuances and securitisation as bank credit flows remained modest. Asset guality pressure has persisted sector-wide as the seasoning of earlier fast- paced growth plays out.

Financial performance.

Particulars (Rs. in Crore)

FY 2025-26 FY 2024-25 Change

Revenue from operations

159.10 114.62 +38.80%

Other income

5.17 0.18 +2772.22%

Total income

164.26 114.81 *43.07%

Finance cost

60.41 45.34 *33.23%

Employee benefit expense

39.03 34.36 +13.59%

Other expenses

45.34 26.72 +69.70%

Total expenses

148.64 108.64 *36.82%

Profit before tax

15.62 6.17 *153.22%

Profit after tax

11.85 2.89 +310.03%

Net worth

467.87 355.14 +31.74%

Income grew 43.07% against assets under management growth of 4.18% - the years income was earned from better pricing and mix rather than a larger book. Net interest margin improved to 11.22% from 9.96% while the weighted average cost of funds fell to 11.72% from 12.59%, a favourable movement on both sides of the spread.

Asset quality andcapitah Gross NPA stood at 2.74% against 2.49% and net NPA at 1.86% against 0.83%, with provision coverage at 32.04% against 77.81% and credit cost at 2.97% against 0.77%. The movement is consistent with the sectorwide seasoning cycle, and the Company has responded by prioritising portfolio quality over book growth - disbursements grew 21.30% to Rs.233.20 Crore while assets under management grew only 4.18%, reflecting deliberate run-off of weaker exposures. Capital adequacy remains substantial at 45.83% against 38.62%, well above regulatory requirement and sufficient to absorb credit cost while supporting growth. Borrower accounts stood at 13,180 against 16,015 and lending locations at 75 against 80, both consistent with consolidation of the book around higher-quality exposures.

Credit rating: Acuite Ratings & Research Limited assigned ACUITE A-/Stable for bank loan facilities and non- convertible debentures effective May 31, 2025. India Ratings & Research upgraded the Company from IND BBB/Stable to IND A-/Stable effective October 3, 2025, reflecting strengthened financial position and sustained operational performance.

Notable developments: The Company digitised the loan lifecycle end to end: borrower onboarding moved to a fully digital platform with OTP-based KYC, multi-document e-signing and automated NACH setup; an automated document generation and deliverables management system was operationalised; WhatsApp Utility Services were launched as a compliant borrower communication channel; and underwriting was strengthened through a Go/No-Go decisioning engine, turnaround-time breach monitoring, crime check integration and Aadhaar XML KYC. External Commercial Borrowings were explored to diversify funding, subject to applicable regulatory approvals.

Outlook for FY 2026-27: The near-term emphasis is on asset quality ahead of scale. Provision coverage will be rebuilt and collections capability strengthened before the book is grown materially, and the ratings upgrade secured during the year should support both a lower cost of funds and a more diversified liability profile as market issuances and co-lending partnerships are extended. Green Finance - spanning solar energy, clean transportation and energy-efficient infrastructure - and MSME Finance remain the two portfolios the Company intends to build around over the medium term, supported by continued investment in digital underwriting to allow product scalability without proportionate operational overhead.

4.9 Assisted Distribution - Choice Connect Private Limited Business profile: Choice Connect Private Limited, a wholly owned subsidiary of Choice Equity Broking Private Limited, operates as the Groups assisted distribution engine. Individuals - a large share from Tier 3 towns and smaller - are onboarded as Choice Business Associates ("CBAs") and equipped to operate as full-service financial advisors across insurance, investments and broking. The model is asset-light: Choice Connect invests in digital onboarding, multilingual training, real-time advisor support and a shared partner-management back-end, while the CBAs supply the local trust and relationships that digital-only players struggle to replicate.

Choice Connect operates in a supporting capacity to the Groups product businesses and its income arises substantially from within the Group. Separate financial statements are therefore not presented, and the business is reviewed on operating metrics.

Headline: Active CBAs - those who transacted during the year - grew 53.33% to 12,196 from 7,954, materially faster than the 27.59% growth in the registered network.

Industry context: Digital public infrastructure, regulatory reform and widening participation from smaller towns have reshaped how financial products reach customers, yet formal penetration outside metros remains thin - insurance density, investment adoption and credit access all trail urban benchmarks meaningfully across Tier 3 to Tier 6 towns. What closes that gap is not digital access alone but assisted, advisor-led journeys, particularly for customers who are digitally less confident or price- sensitive. India Stack and rising internet penetration have made it economically feasible to serve these geographies through intermediaries rather than branches.

Operating metrics.

Particulars

FY 2025-26 FY 2024-25 Change

Registered CBAs

67,935 53,244 *27.59%

Active CBAs

12,196 7,954 *53.33%

Activation rate

17.95% 14.94% *301 bps

New CBAs onboarded during the year

14,992 14,692 *2.04%

Geographic mix - rural/semi-urban/urban

44%/24%/32% 41%/25%/34% -

The years defining movement is the activation rate, which rose over 300 basis points as emphasis shifted from registering advisors to making the existing base productive. The rural share of the network rose to 44% from 41%, continuing to validate the platforms non-metro- first design.

Business model economics: Incremental reach does not require incremental fixed cost. Because the CBA is a variable-cost partner rather than a salaried employee, and the onboarding, training and servicing layers are digital and shared, the marginal cost of extending into a new district is a fraction of the branch-led alternative. The constraint on such a model is not reach but quality - which is why activation, product training and conduct monitoring, rather than headline network size, are the metrics management treats as primary.

Notable developments: Three upgrades underpinned the year: multilingual onboarding support, which lifted activation rates in regional markets; a low-bandwidth version of the CBA application for connectivity- constrained geographies; and expanded tie-ups with insurers and asset management companies, broadening the product shelf.

Outlook for FY 2026-27: Priorities shift decisively towards consolidation. Raising the activation rate further is the single most valuable lever available, and emphasis moves from onboarding volume to advisor productivity - modular real-time training, performance feedback loops and automated lead scoring. The product shelf will be widened selectively, building on newly introduced lending products with fixed-income instruments, microinvestments and micro-insurance developed for lower- income households and self-employed customers. Institutional partnerships with banks, NBFCs and state- level programmes will extend last-mile reach, and a structured audit and compliance framework is being formalised to keep conduct quality intact as the network scales.

4.10 Technology, Cybersecurity and Artificial Intelligence - Choice Tech Lab Solutions Private Limited Business profile:

Choice Tech Lab is the technology, cybersecurity and artificial intelligence arm of the Group. It designs, builds, secures and operates the platforms used across capital markets, wealth management, distribution, insurance and Group operations, and owns the technology decisions behind them.

Choice Tech Lab operates in a supporting capacity to the Group and its income arises substantially from within the Group. Separate financial statements are therefore not presented, and the function is reviewed on operating metrics.

Headline: Technology capital expenditure rose to Rs.3.48 Crore from Rs.0.41 Crore and the production micro services estate grew to over 400 from 300, with no material security incident reported in either year.

Operating metrics:

Particulars

FY 2025-26 FY 2024-25

Technology capital expenditure (Rs. Crore)

3.48 0.41

Micro services in production

400+ 300

Platform uptime achieved

99.9% 99.9%

Recovery time objective achieved

45 minutes 45 minutes

Recovery point objective achieved

15 minutes 15 minutes

Material security incidents

Nil Nil

Recovery objectives relate to critical systems as defined in the Business Continuity Policy. The microservices estate spans Choice Equity Broking and its subsidiaries.

Infrastructure and resilience: The private cloud estate was expanded and selected workloads migrated from public cloud onto owned infrastructure, with the architecture decision, build and cutover led in-house. Critical workloads now run on private cloud with public cloud retained for elastic capacity. Primary and disaster recovery sites operate on independent infrastructure with dedicated low-latency links, and an automated Backup Management System was implemented during the year, supported by half-yearly live drills and monthly mock failovers.

Engineering and platform: Modular services. APIs, event- based processing, integration gateways, databases and cache layers support mobile, web and partner journeys across trading, onboarding, funds, market data, back-office and notifications - built on containerised microservices with hybrid-cloud Kubernetes, event-driven processing on Kafka, REST, GraphQL and gRPC interfaces, CI/CD pipelines with static application security testing and automated rollback, and plug-and-play integration with exchanges, depositories, payment gateways and KYC providers.

Cybersecurity and Assurance: Firewall controls, patch management, encryption and key management were strengthened, and VAPT and governance-risk- compliance capability built out. Zero Trust Network Access and network micro-segmentation were rolled out in phases. Security-by-Design, DevSecOps and shift-left testing are embedded in the delivery lifecycle rather than applied at release. The assurance calendar comprises guarterly Cyber Task Force reviews and scenario drills, half-yearly internal red teaming and system audits, and annual external VAPT by a CERT-ln empanelled auditor.

Certifications: Certification processes were initiated during FY 2025-26for ISO/IEC 27001:2022, ISO/IEC 20000- T2018 and CMMI Level 3. Award of these certifications is expected during FY 2026-27.

Data protection: A governance-ready data protection framework is being built across the Group ahead of the Digital Personal Data Protection Act. 2023 and the Rules notified thereunder. Consent, retention, access rights and vendor controls are being engineered into the platforms themselves, so that every Group entity inherits a common, auditable baseline.

Artificial intelligence: Al moved into daily engineering practice across development, product, design, testing and data analysis - including Al-assisted code generation and review inside the pipeline, automated test preparation and regression coverage, requirement analysis and documentation, and incident analysis - with human review retained before release or business use.

Platforms: Choice FinX gives an investor access to every listed asset class on a single login. Choice Connect puts the full product shelf, customer data and execution tools in the hands of relationship managers and CBAs. InsurTech and WealthTech platforms support policy marketplace, quote and claims journeys, compliance dashboards and goal-based wealth journeys. Prime Suite covers enterprise operations across spend, procurement, finance and human resources. Telelyzer applies large language model and speech Al analysis to agent and customer calls, producing a Communication Score that drives coaching and compliance oversight. Choice Felix, an Al-powered mutual fund advisory built on a Model Context Protocol layer, has completed development.

Outlook for FY 2026-27: The year ahead is defined by three shifts: engineering that is specification-driven rather than Al-assisted, with the specification as the source of truth and human review retained at every release gate; completion of the certification programme initiated this year; and selective extension of platforms and security services beyond the Group, in synergy with the consultancy vertical for government technology. Supporting initiatives include Open Telemetry standardisation for site reliability engineering, a unified data pipeline and Customer Data Platform, a full Al risk governance and guardrails framework covering model inventory, evaluation, drift monitoring, bias testing and audit trails, completion of DPDP implementation, and progress towards CERT-ln empanelment.

5. HUMAN RESOURCES AND INDUSTRIAL RELATIONS

Approach: The Human Resources function continued to play a strategic role in supporting the Groups growth objectives through talent acquisition, employee engagement, performance management, learning and development, and process digitisation.

Workforce:

Particulars

FY 2025-26 FY 2024-25

No. of employees

5,591 5,054

Locations/offices

214 192

New hires during the year

3,466 3,696

Women employees (number/share)

1,097/19.62% 928 /18.36%

Average training hours per employee

60 55

Employees covered by structured learning and development

100% 100%

Complaints under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

Nil Nil

The workforce grew modestly in net terms while locations expanded 13.02%, reflecting a wider but leaner footprint. Womens representation improved to 19.62% from 18.36%. Industrial relations remained cordial through the year, with 3 disputes recorded, 1 being resolved and 2 in process of resolution.

Talent acquisition and on boarding: The talent acquisition framework was strengthened to support expansion across locations and verticals, in a market where competition for regulated financial services skills - compliance, risk, technology and advisory - remained acute. Recruitment efficiency improved through enhanced sourcing channels and technology-driven tools. The onboarding experience was enhanced through structured induction, digital onboarding and standardised joining kits, reducing time- to-productivity and giving each entrant a consistent introduction to the Groups conduct and compliance expectations from day one.

Learning and development: Every employee was covered by structured learning and development during the year, with average training hours rising to 60 from 55. Given the regulated nature of the Groups businesses, functional training carries a compliance dimension alongside a capability one: product knowledge, conduct standards, client suitability and information security awareness are embedded within role-based curricula rather than treated as separate exercises.

Engagement, welfare and culture: Employee engagement was pursued through recognition programmes, wellness activities, leadership connect sessions and structured feedback mechanisms. The performance management framework operated on a structured goal-setting and review cycle, with objectives cascaded from business plans to individual scorecards and calibrated across functions to maintain consistency of standards. HR analytics capability was strengthened to enable data- driven decisions on workforce composition, attrition patterns, cost per hire and productivity.

Outlook for FY 2026-27: Reducing attrition further is the functions central objective, and the work runs through onboarding quality, early-tenure support and manager capability rather than compensation alone. Employer branding and talent acquisition strategies will be strengthened: learning and development expanded with a focus on future-ready skills, particularly artificial intelligence literacy across non-technology roles, and leadership development; automation and digitisation increased across HR processes, supported by the Al- first HRMS being developed within the Group; and performance management frameworks refined to sharpen the link between individual objectives and business outcomes. The Company remains committed to fostering a high-performance culture, promoting employee well-being and creating an inclusive work environment that enables sustainable business growth.

6. OPPORTUNITIES, THREATS, RISKS AND CONCERNS

6.1 Opportunities

Financialisation of savings.

The migration of household savings from physical to financial assets remains the largest structural tailwind, and is least advanced precisely in the geographies where the Groups distribution model is strongest.

Cross-sell across a single customer base. A customer acquired for broking is addressable for insurance, credit, mutual funds and advisory at negligible incremental acquisition cost - the core economic argument for the diversified structure.

Capacity built ahead of revenue.

Several verticals absorbed the cost of network, product and capability expansion within FY 2025-26 earnings. That capacity - a materially larger point-of-sale network, a four-scheme fund house, an enlarged consultancy order book, a rebuilt wealth platform - is available to be monetised without repeating the cost.

Regulatory consolidation. Rising capital and compliance thresholds across intermediary categories favour scaled, well-governed groups and are expected to generate acquisition opportunities at reasonable valuations.

Infrastructure capital formation.

A multi-year public capital expenditure cycle supports the consultancy verticals order pipeline independent of financial market cycles, providing counter-cyclical balance within the Group.

Institutional capital and partnerships.

The NHIS investment and the India Post Payments Bank mandate demonstrate the Groups ability to attract institutional partners bringing capital, credibility and distribution reach.

6.2 Threats, risks and concerns

Market risk. A significant portion of Group revenue is linked to capital market activity. A sustained downturn in volumes, valuations or retail participation would affect broking, wealth, asset management and investment banking simultaneously - a correlation mitigated by the lending, insurance and consultancy verticals.

Concentration in transaction- linked income. Investment banking delivered the Groups strongest growth on a mandate- driven fee model that is inherently lumpy. A slower primary market would affect this vertical disproportionately.

Credit risk. NetNPA and credit cost rose during the year while provision coverage declined. Restoring coverage and containing slippage is an active management priority supported by capital adequacy of 45.83%.

Margin risk in intermediation.

Insurance broking yield compressed as mix shifted towards retail motor. Sustained yield compression in any intermediation business erodes the economics of distribution expansion.

Regulatory risk. The Group operates under multiple regulators. Changes to brokerage structures, derivative frameworks, distribution commissions, merchant banker eligibility investment adviser norms or NBFC regulations can affect revenue models at short notice.

Technology and cyber risk.

Platform outage, data breach or third-party failure would carry regulatory financial and reputational consequences. Mitigants include a 24*7 Security Operations Centre, Zero Trust rollout, independent disaster recovery infrastructure and tested business continuity plans.

Data protection risk. The Digital Personal Data Protection Act,

2023 regime imposes obligations across consent, retention, breach reporting and processor oversight, with significant penalties.

People risk. Voluntary attrition, though improving, remains elevated. Loss of key personnel or advisor attrition would affect execution.

Integration risk. The Group has been an active acquirer across wealth, consultancy and technology. Realising expected value depends on effective integration of teams, clients, technology and controls.

7. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company maintains an internal control system commensurate with the nature, size, scale and complexity of its operations and the multiple regulated environments in which its subsidiaries operate. The framework is designed to provide reasonable assurance regarding the efficiency and effectiveness of operations, safeguarding of assets, prevention and detection of fraud and error, accuracy and completeness of accounting records, reliability of financial reporting, and compliance with applicable laws and regulations.

Documented policies, procedures and delegation of authority govern operations across entities. Transactions are authorised, recorded and reported in accordance with applicable accounting standards and regulatory requirements. Entity-level controls are supplemented by process-level controls in areas of higher inherent risk, including client funds and securities handling, margin and exposure monitoring, credit sanction and disbursement, distribution suitability, and information security.

An independent internal audit function, supported by external professional firms where appropriate, carries out risk-based audits across entities and functions in accordance with an annual internal audit plan approved by the Audit Committee. Findings, management responses and remediation status are reported periodically to the Audit Committee, which reviews the adequacy and effectiveness of the internal control and internal audit systems, monitors implementation of recommendations, and reviews significant audit observations and follow-up actions.

Regulated subsidiaries additionally maintain compliance monitoring, concurrent audit and inspection frameworks as required under the regulations applicable to them, and file periodic reports with their respective regulators. A compliance management system is used across entities to monitor and streamline compliance with regulatory requirements, internal policies and industry standards.

The Board is of the opinion that the internal control systems are adequate and operating effectively, and that no material weakness was observed during the year under review.

8. KEY FINANCIAL RATIOS

Details of significant changes (change of 25% or more as compared to the immediately previous financial year) in key financial ratios, along with explanations, are given below. As the Company is a diversified financial services group, sector-specific equivalent ratios have been presented alongside, and in place of, ratios that are not meaningful to financial services operations, as permitted under Schedule V Part B of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Change

FY 2025-26 FY 2024-25 Ratio

Explanation for change of 25% or more

Debtors Turnover

3.15 3.94 -20.14%

Inventory Turnover

Not

Applicable

Not

Applicable

-

Not relevant to financial services operations

Interest Coverage Ratio

4.78 4.48 6.67%

Current Ratio

2.06 1.58 30.61%

The current ratio improved from 1.58 in Mar-25 to 2.06 in Mar-26, primarily due to a 40.6% increase in current assets, while current liabilities increased by only 7.6%.

This indicates an enhanced short-term liquidity position and a greater ability to meet current obligations.

Debt Equity Ratio

0.48 0.61 -20.87%

Operating Profit Margin (%)

38.01 32.50 +16.96%

Net Profit Margin (%)

21.26 17.87 +18.93%

Return on Net Worth (%)

16.24 18.64 -12.87%

Net Interest Margin (%) - lending business

11.22 9.96 +126 bps

Gross NPA (%) - lending business

2.74 2.49 +25 bps

Net NPA (%) - lending business

1.86 0.83 +103 bps

Seasoning of the portfolio consistent with sector-wide trends; provision coverage

being rebuilt

Capital to Risk-Weighted Assets Ratio (%) - lending business

45.83 38.62 +721 bps

Details of any change in Return on Net Worth as compared to the immediately previous financial year, along with a detailed explanation thereof:

Return on Equity Ratio

March 31,2026 (Rs in Lakhs) March 31,2025 (Rs in Lakhs)

Net Profit After Tax

23,788.67 16,271.36

Average Shareholders Fund

1,46,473.58 87,296.80
16.24% 18.64%

Net Worth As on

31-Mar-26

1,82,375.35

31-Mar-25

1,10,571.82
71,803.53

Profit After Tax

23,788.67

Other Comprehensive Income

(245.08)

Addition in Share Based Payment Reserve - CIL and CFPL

1,040.33 24,583.92

Equity Infusion

Share Capital Infused in CIL Including Sec Premium

69,363.00

Less- Money received against warrants opening Balance

(17,340.75)

Increase in NCI

3,389.25

Less- Money received against warrants opening Balance- CEBPL

(985.30) 54,426.20

Other

Reversal of Gain on account of Purchase of stake from Awajit Bhagat

(6,184.20)

Opening balance Adjustment on account of First time adoption of IND AS ByCFPL and CEBPL in reserves

(744.21)

Pre-acquisition reserve of Fintoo

(278.19) (7,206.60)
71,803.53

The Return on Equity decreased from 18.64% in FY 2024-25 to 1624% in FY 2025-26. primarily due to the increase in shareholders funds at a higher rate than the increase in profit after fax. Shareholders funds increased mainly on account of profit for the year and a significant infusion of share capital.

9. CAUTIONARY STATEMENT

Statements in this Management Discussion and Analysis describing the Companys objectives, projections, estimates, expectations, plans or predictions may be forward-looking statements within the meaning of applicable securities laws and regulations. These statements are based on certain assumptions and expectations of future events over which the Company exercises no control. Actual results could differ materially from those expressed or implied, depending

upon economic conditions in India and overseas, changes in government regulations, tax regimes and other statutes, volatility in securities, commodity and interest rate markets, litigation, and other incidental factors. The Company assumes no responsibility to publicly amend, modify or revise any forward-looking statement on the basis of any subsequent development, information or events.

On behalf of the Board of Directors

For Choice International Limited

Sd/-

Sd/-

Sd/-

Kamal Poddar

Arun Kumar Poddar

Ajay Kejriwal

Mumbai

(Managing Director)

Director and CEO

(Director)

Date: 10.08.2026

DIN No: 01518700

DIN No: 02819581

DIN No: 03051841

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