Choksi Asia Ltd Directors Report

To,

The Members,

Choksi Asia Limited

(Formerly known as Choksi Imaging Limited)

Your directors are pleased to present the 34th Annual Report on the business and operations of the Company, together with the Audited Financial Statements for the financial year ended March 31, 2026.

INDUSTRY & BUSINESS OVERVIEW

The global Non-Destructive Testing (NDT) sector functions as the backbone of modern industrial asset management, quality assurance and safety compliance. Far beyond basic inspection, NDT is a critical risk-mitigation strategy that evaluates material integrity and component reliability without compromising the assets future utility.

In an era defined by aging global infrastructure and increasingly stringent regulatory frameworks, NDT ensures uninterrupted supply chains and operational continuity. The demand for advanced NDT methodologies is accelerating across high-stakes, capital-intensive industries—including aerospace, nuclear power, energy and heavy infrastructure. This growth is driven by a universal industrial mandate to maximize asset lifecycles, proactively detect latent structural vulnerabilities, prevent catastrophic failures and uphold the highest standards of global safety and regulatory compliance.

Leveraging over 35 years of domain expertise, Choksi Asia Limited has established itself as a premier, integrated provider of NDT radiography and radiation shielding solutions. We operate not just as an equipment supplier, but as a strategic partner to critical industries, delivering comprehensive, one-stop solutions for complex industrial safety and asset integrity requirements.

Our operational footprint encompasses the processing, distribution and trading of highly specialized radiography and shielding equipment. Our robust product ecosystem includes:

- Imaging & Consumables: Industrial X-Ray films, Lead Screens and specialized processing Chemicals.

- Hardware & Instrumentation: Advanced X-Ray Generators and Radiography Cameras.

- Specialized Materials: Radioactive Sources and high-grade Radiation Shielding Materials.

FINANCIAL STATEMENTS AND STATE OF AFFAIRS OF THE COMPANY

The Companys performance during the year ended March 31, 2026, as compared to the previous financial year, is summarized below:

Particulars	2025-2026	2024-2025
Revenue from Operations	4931.03	3698.16
Other Income	140.23	158.21
Total Revenue	5071.26	3856.37
Profit before Depreciation, Finance Cost and Tax	819.46	538.61
Less: Depreciation	26.85	18.40
Less: Finance Cost	42.45	47.51
Net Profit/(Loss) Before Tax (NPBT)	750.16	472.70
Less: Tax expenses	216.76	162.8
Net Profit/(Loss) After Tax (NPAT)	533.40	309.9
Other Comprehensive income/ (Expenses)	(0.04)	(0.01)
Total Comprehensive Income for the period	533.36	309.89
Basic & Diluted EPS (in Rs.)	9.36	5.44
Share Capital	1108.78	1108.78
Reserves and Surplus	3101.67	2579.13

(Rs. in lakhs)

FINANCES

The total long-term borrowings of your Company, as on March 31, 2026 stood at Rs.22.34 lakhs, Cash and Cash Equivalent stood at Rs.654.40 lakhs and total investment are NIL at the end of the year.

CASH FLOW AND FINANCIAL STATEMENTS

As required under Regulation 34(2)(c) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations), a Cash Flow Statement is part of the Annual Report 2025-26.

OPERATIONS AND STATE OF COMPANYS AFFAIRS

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

CHANGE IN NATURE OF BUSINESS

Pursuant to Scheme of Amalgamation, the company has changed its main object clause to undertake activities of Non-Destructive Testing. The Company continues to remain focused on its core operations of providing industrial radiography and non-destructive testing (NDT) solutions.

PERFORMANCE REVIEW

The turnover of the Company for the year 2025-2026, under review has increased to Rs.4931.03 lakhs from Rs.3698.16 lakhs for the year 2024-2025.

The Company has made net profit of Rs.533.40 lakhs for the year 2025-2026 as compared to profit of Rs.309.90 lakhs for 2024-2025.

KEY FINANCIAL RATIOS

Key Financial Ratios for the financial year ended March 31, 2026, are provided under Note 30(14) of the Notes to the Financial Statements, which forms part of this Report.

DIVIDEND

The Company has not declared any interim dividend during the financial year under review and the Board of Directors has not recommended any final dividend for FY 2025-26 in order to conserve resources for future operational expansion and working capital requirements.

DIVIDEND DISTRIBUTION POLICY

As per Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and as per market capitalization, the Dividend Distribution Policy is not applicable to the Company for the year 2025-2026.

TRANSFER TO RESERVES

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

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)

As per Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the reporting requirements of the Business Responsibility and Sustainability Report (BRSR) are not applicable to your Company for the financial year 2025-26. However, the Company remains dedicated to conducting its business ethically and maintaining sustainable and responsible operational practices.

MAINTENANCE OF BOOKS OF ACCOUNTS OF COMPANY AT A PLACE OTHER THAN REGISTERED OFFICE OF THE COMPANY

The Company maintains its books of accounts at 163/164, Choksi Bhuvan, Nehru Road, Vile Parle East, Mumbai – 400057, Maharashtra, India.

SIGNIFICANT EVENT IN THE COMPANY

- SHIFTING OF REGISTERED OFFICE OF THE COMPANY

To exercise better administrative and economic control and enable the Company to rationalize and streamline its operations as well as the management of affairs, the Members of the Company have granted approval for shifting of the Registered Office of the Company, from State of Maharashtra to Union Territory of Dadra and Nagar Haveli, by passing special resolution through postal ballot on February 12, 2026. The approval of Ministry of Corporate Affairs is awaited.

- CHANGE OF NAME OF THE COMPANY.

During the year under review, the name of the Company was changed from Choksi Imaging limited to Choksi Asia Limited pursuant to the sanctioned Scheme of Amalgamation.

- CHANGE OF LOGO OF THE COMPANY

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

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

- AMENDMENT IN MEMORANDUM AND ARTICLES OF ASSOCIATION OF THE COMPANY AND SUBSEQUENT CHANGE IN AUTHORISED SHARE CAPITAL OF THE COMPANY.

Pursuant to Scheme of Amalgamation of Choksi Asia Private Limited with Choksi Imaging limited (now Choksi Asia Limited), the Company had made an application to Registrar of Companies for reclassification of authorized share capital of the Company for issue of Non-Convertible Redeemable Preference Shares pursuant to aforementioned Scheme of Amalgamation. The Registrar of Companies has approved reclassification of Authorized Share Capital on April 28, 2025.

- CHANGE OF OBJECT CLAUSE

Pursuant to Scheme of Amalgamation, the company has changed its main object clause to undertake activities of Non-Destructive Testing.

SHARE CAPITAL

The Authorised Share Capital of the Company is Rs. 15,01,00,000/- (Rupees Fifteen Crores One Lakh only) divided into 96,23,257 (Rupee Ninety-Six Lakh Twenty-Three Thousand Two Hundred Fifty-Seven only) equity shares of Rs.10/- (Rupees Ten) each and 9,97,545 (Nine Lakh Ninety-Seven Thousand Five Hundred Forty-Five only) Preference Shares of Rs. 54/- (Rupee Fifty-Four only) each.

As on the date of this Report, the aggregate number of equity shares of the Company stands at 57,01,104 which have been listed on BSE Limited.

Further, in accordance with the Scheme of Amalgamation, during the year, the Company has also issued 27,51,000 equity shares and 9,97,545 Non-Convertible Redeemable Preference Shares ("NCRPS"). NCRPS do not carry voting rights and will not be listed. The terms of NCRPS are available on the website of the Company.

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

The Company did not buy back any of its shares during the year under review.

As on March 31, 2026, none of the Directors of the Company held any instruments convertible into equity shares. There has also been no instance where the Company failed to implement any corporate action within the prescribed timelines.

As of the end of the financial year, 100% of the promoter groups holding is in dematerialized form.

FINANCIAL STATEMENTS

Your Company has consistently applied applicable accounting policies during the year under review. The Management evaluates all recently issued or revised accounting standards on an ongoing basis. The Company discloses standalone financial results on a quarterly basis which are subjected to limited review and publishes standalone audited financial statements on an annual basis along with audit report. There was no voluntary revision of financial statements made under Section 131 of the Act during the year under review.

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

REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

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

Pursuant to Section 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, the statement containing the salient features of financial statements of subsidiaries/associates/JVs in Form AOC-1 is not applicable.

CORPORATE GOVERNANCE REPORT & MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Your Company remains committed to maintaining the highest standards of Corporate Governance, transparency, accountability and ethical business practices, which form the foundation of its sustainable growth and long-term value creation for all stakeholders. The Company firmly believes that an effective governance framework strengthens stakeholder trust and supports responsible business conduct across all levels of the organisation.

The Company has complied with the applicable Corporate Governance requirements as prescribed under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and the provisions of the Companies Act, 2013. The Certificate on compliance of Corporate Governance received from Practising Company Secretary and Corporate Governance Report are attached as an Annexure I with this report.

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Directors and Key Managerial Personnel as on March 31, 2026.

Sr. No.	Name	Designation
1.	Mr. Krishnakumar Parikh	Non-Executive Independent Director
2.	Mr. Tushar Parikh	Non-Executive Non-Independent Director
3.	Mrs. Shraddha Gandhi	Non-Executive Independent Director (Woman Director)
4.	Mr. Samir Choksi	Managing Director
5.	Mr. Jay Choksi	Whole time Director and Chief Financial Officer
6.	Mr. Rishi Dave	Company Secretary and Compliance Officer

- Director Retiring by Rotation

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

The information pursuant to Regulations 36 (3) of SEBI Listing Regulations and Secretarial Standards-2 are disclosed in the Notice of 34th AGM.

- Appointment or Re-appointment of Directors.

During the year, the Members of the Company have approved the re-appointment of Mr. Samir Choksi as Managing Director and Mr. Jay Choksi as Whole time Director of the Company in its 33rd Annual General Meeting held on September 29, 2025 with effect from August 1, 2025.

Further, the Members appointed Mr. Tushar Parikh as Non-Executive Non-Independent Director of the Company in its 33rd Annual General Meeting held on September 29, 2025, with effect from August 12, 2025 for period of three years.

- Cessation of term of Independent Director

The first term of 3 (three) years of Mrs. Brijal Desai (DIN: 09839898) as Non-Executive Independent Director of the Company, expired on January 5, 2026 and she has expressed her unwillingness to continue as an Independent Director of the Company for a second term due to her existing and upcoming professional commitments.

The Board places on record its sincere appreciation for her invaluable contribution and guidance provided by Mrs. Desai during her tenure with the Company.

- Declaration by Independent Directors

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act 2013, read with rules made thereunder and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. There has been no change in the circumstances affecting their status as independent directors of the Company.

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

During the year under review, the Non-Executive Independent Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees for the purpose of attending meetings of the Board and Committees of the Company and as disclosed in Financial Statements.

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

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

- Key Managerial Personnel

During the year under review, there was no change in Key Managerial Personnel of the Company as prescribed under Section 203 of the Companies Act, 2013. The Key Managerial Personnel of the Company as on March 31, 2026 are Mr. Samir Choksi, Managing Director, Mr. Jay Choksi, Whole time Director and Chief Financial Officer and Mr. Rishi Dave, Company Secretary.

- Disqualification of Directors

As on March 31, 2026, none of the Directors of the Company are disqualified under Section 164(2) of the Companies Act, 2013 or debarred by SEBI. The certificate of PCS on non-disqualification of Directors is attached here as Annexure V.

NOMINATION & REMUNERATION POLICY

The Board of Directors have framed a Nomination & Remuneration and Board Diversity policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. The Policy broadly lays down the guiding principles, philosophy and the basis for payment of remuneration to Executive and Non-Executive Directors (by way of sitting fees and commission), Key Managerial Personnel and Senior Management.

During the year under review, the Board of Directors has amended the said policy to align it with the provisions of SEBI Listing Regulations. The updated Nomination, Remuneration and Board Diversity Policy are available on the Companys website viz. https://choksi-asia.com/upload/Corporate/Nomination%20&%20Remuneration%20Policy.pdf.

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

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

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

BOARD EVALUATION

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

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

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

The Independent Directors of the Company met during the financial year 2025-2026 on February 12, 2026, without the presence of Non-Independent Directors and members of the management to review the performance of Non-Independent Directors and the Board of Directors as a whole; reviewed the performance of the Chairperson and Managing Director of the Company and to assess the quality, quantity and timeliness of flow of information between the management and the Board of Directors. The performance evaluation of the Independent Directors was carried out by the entire Board.

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

DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended March 31, 2026, the Audit Committee and Board of Directors hereby confirm that:

a. In the preparation of the annual accounts for the year ended March 31, 2026, the applicable accounting standards have been followed;

b. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

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

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

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

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

DETAILS OF BOARD AND COMMITTEES COMPOSITION AND MEETINGS

- Board Meetings

The Board meets at regular intervals, inter-alia, to discuss and decide on the Companys performance and strategies. During the financial year under review, the Board met 6 (Six) times. The dates of the Board meeting and the attendance of the Directors at the said meetings are provided in the Corporate Governance Report, which forms part of this Report. The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board meetings and it has noted all recommendations/suggestions made to it by its various committees.

- Committees of the Board

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

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

The details with respect to the compositions, roles, terms of reference, etc. of relevant committees are provided in the Corporate Governance Report of the Company, which forms part of this Report.

RELATED PARTY TRANSACTIONS

All related party transactions entered into by the Company during the financial year under review were in the ordinary course of business and on arms length basis and the same were in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI Listing Regulations.

Pursuant to Section 134(3)(h) of the Act, details of transactions entered into with related parties under the Act are provided in Form No. AOC-2, annexed herewith as Annexure III and forming part of this Report. Except as provided in AOC-2, there were no material related party transactions during the year under review with the Promoters, Directors or Key Managerial Personnel of the Company.

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

Further, the details of the related party transactions as required under Indian Accounting Standard - 28 are set out in Notes to the Financial Statements forming part of this Annual Report.

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

The Policy on Related Party Transactions as approved by the Board has been uploaded on the website of the Company at https://choksi-asia.com/upload/Corporate/Policy%20on%20Related%20Party%20Transaction.pdf.

DEPOSITS

During the year under review, your Company has not accepted any public deposits covered under Chapter V of the Companies Act, 2013. The Company has accepted unsecured loans from its directors and the Directors concerned have furnished written declarations as required under Rule 2(1)(c)(viii) of the Companies (Acceptance of Deposits) Rules, 2014.

AUDITORS AND THEIR REPORTS

- Appointment of Statutory Auditors

The Members of the company, at the 30th AGM held on September 1, 2022 approved the appointment of M/s. Karia & Shah, Chartered Accountants (FRN: 112203W), as Statutory Auditors of the Company, for a period of five years, to hold office till the conclusion of the 35th Annual General Meeting of the Company to be held in the financial year 2027-2028.

Statutory Auditors Report

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

- Appointment of Secretarial Auditors

In accordance with the provisions of Section 204 of Act read with rules made thereunder and Regulation 24A of the SEBI Listing Regulations, Members of the Company at the 33rd Annual General Meeting of the Company, have appointed Mrs. Nikita Pedhdiya, Nikita Pedhdiya & Associates, Practicing Company Secretaries (FCS: 7875, C.P. No. 14295) (Peer Review UI No. S2015MH327300) as the Secretarial Auditor of the Company, commencing from April 1, 2025, for a period of 5 consecutive financial years and fix her remuneration.

Secretarial Audit Report

In terms of Section 204 of the Act, a Secretarial Audit Report is provided by the Secretarial Auditors, in Form No. MR-3, as Annexure – IV to this Report.

The said report does not contain any observation or qualification requiring explanation or comments from the Board under Section 134(3) of the Companies Act, 2013 except note on following items;

1. The Company availed credit facilities upto Rs.15 crores from HDFC Bank Limited in a Board meeting dated February 12, 2026 but had not filed form CHG-1 due to lapse on the side of Bank with respect to affixing DSC on the Form. The Company tried to follow up with the bank on several occasions by emails but was unable to procure digitally signed form.

2. The Company had received an email on December 16, 2025 from BSE Limited for non-submission of Related Party Transactions, within stipulated time provided under Regulation 23(9) of SEBI LODR, Regulations, 2015 i.e. for September 2025 SOP fine of Rs.5,900/-, including applicable taxes, was further imposed on the company for the said delay by BSE Limited. The Company had paid the fine and matter stands closed.

3. The Company had received a 2nd notice from Office of the Stamp Collector, Executive-2, Mumbai dated July 16, 2025 regarding payment of stamp duty of Rs.12,62,000/- along with a penalty of Rs. 2,27,160/- (@18% from 26.11.2024 till July, 2025) towards adjudication of stamp duty in respect of the Scheme of Amalgamation of Choksi Asia Private limited (Transferor Company) with Choksi Asia Limited (Transferee Company, earlier Choksi Imaging Limited) and was asked to pay stamp duty amount along with penalty. The Company has paid principal amount and penalty amount is in dispute.

During the year under review, neither the statutory auditors nor the secretarial auditor has reported to the audit committee, under Section 143(12) of the Act, any instances of fraud committed against the Company by its officers or employees, the details of which are required to be disclosed in the Directors Report.

Annual Secretarial Compliance Report

In accordance with Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Secretarial Compliance Report for the financial year 2025-2026 on compliance with all applicable SEBI Regulations and guidelines has been received from Nikita Pedhdiya & Associates. The copy of aforesaid report is available on website of BSE Limited and of the Company.

The report contains note on an email received on December 16, 2025, from BSE Limited for non-submission of Related Party Transactions, within stipulated time provided under Regulation 23(9) of SEBI LODR, Regulations, 2015 i.e. for September 2025 SOP fine of Rs.5,900/- was further imposed on the company for the said delay by BSE limited. The Company had paid the fine and matter stands closed.

- Internal Auditors

Pursuant to provisions of Section 138 read with rules made thereunder, the Board had re-appointed R. S. Bindra & Co., Chartered Accountants, (Membership No. 049684), as the Internal Auditors of the Company for the Financial Year 2025-2026 to check the internal controls and functioning of the activities and recommend ways of improvement. The quarterly internal audit reports were placed in the Audit Committee Meeting and the Board Meeting for their consideration and direction.

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

- Cost Auditors

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

The Company maintains the cost records as specified by the regulatory authorities.

INTERNAL CONTROL & FINANCIAL REPORTING SYSTEMS

Internal Financial Control and Risk Management are integral to the Companys strategy and for the achievement of the long-term goals. A companys success as an organization depends on its ability to identify and leverage the opportunities while managing the risks. In the opinion of the Board, the Company has robust internal financial controls which are adequate and effective without any weakness during the year under review.

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

R. S. Bindra & Co, Chartered Accountants were the internal auditors of the Company for the Financial Year 2025-26. Business risks and mitigation plans are reviewed and the internal audit processes include evaluation of all critical and high-risk areas. Critical functions are reviewed rigorously and the reports are shared with the Management for timely corrective actions, if any.

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

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

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

REPORTING UNDER NFRA

During the year 2025-2026, the reporting under National Financial Reporting Authority is not applicable to the Company.

RISK MANAGEMENT

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

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

Technological Obsolescence

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

Raw Material & Supply Chain Risk

The Companys operations depend on the timely procurement of raw materials at competitive prices. Any disruption in the supply chain, geopolitical issues or sudden fluctuations in raw material prices can negatively impact production schedules and profit margins. To mitigate this risk, the Company closely monitors the market situation and associated supply chain risks. Furthermore, the Company maintains optimal inventory levels and enters into strategic arrangements where necessary to ensure an uninterrupted supply of materials.

Fluctuations in Foreign Exchange

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

Legal Factors

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

HUMAN RESOURCES

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

At Choksi Asia Limited, there is consistent emphasis on each individuals sense of responsibility, while simultaneously working as a part of a team. This results in our peoples ability to work in perfect harmony despite coming from different disciplines. As of March 31, 2026, the number of employees on our payroll was 12.

The Industrial relations at all operational locations and offices of the Company remained cordial and peaceful throughout the year.

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

(A) Conservation of energy

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

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

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

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

(iii) The capital investment on energy conservation equipments.

Not applicable.

(B) Technology absorption.

(i) the efforts made towards technology absorption.

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

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

Not applicable.

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

Not applicable.

(iv) the expenditure incurred on Research and Development.

Not applicable.

FOREIGN EXCHANGE EARNINGS AND OUTGO

Sr. No.	Particulars	Current year (Rs. In Lakhs)	Previous Year (Rs. In Lakhs)
1.	Foreign Exchange Earnings	125.99	14.96
2.	Foreign Exchange Outgo	696.82	635.84

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

As required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, disclosure pertaining to remuneration and other details is annexed herewith as Annexure VI and forms part of this Report.

A statement containing particulars of the employees as required under Section 197(12) of the Act read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided as a separate Annexure forming part of this report. In terms of proviso to Section 136(1) of the Act, the Report and Accounts are being sent to the Shareholders, excluding the aforesaid Annexure. The said information is available for inspection by the Members. Any Member interested in obtaining such particulars may write to the Company Secretary at rishi.dave@choksi-asia.com.

REMUNERATION TO THE DIRECTORS

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

CODE OF CONDUCT

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

BOARD POLICIES

The various policies that the Board has approved and adopted in accordance with the requirements set forth by the Act and the SEBI Listing Regulations are available on the Companys website and can be accessed by clicking this https://choksi-asia.com/corporate-governance.html.

WHISTLE BLOWER POLICY /VIGIL MECHANISM POLICY

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

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

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

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

SEXUAL HARASSMENT POLICY

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

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

1. Complaints filed during the year: Nil.

2. Complaints disposed of during the year: Nil.

3. Complaints pending at end of year: Nil.

MATERNITY BENEFITS

The Company is in compliance with the applicable provisions relating to maternity benefits as prescribed under the Maternity Benefit Act, 1961/ the Code on Social Security, 2020.

DECLARATION SIGNED BY THE CHIEF EXECUTIVE OFFICER AND MANAGING DIRECTOR

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

SECRETARIAL STANDARDS

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

CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 of the Companies Act, 2013 pertaining to Corporate Social Responsibility (CSR) are applicable to your Company for the financial year 2026-27. However, pursuant to Section 135(9) of the Act, since the CSR expenditure obligation of the Company does not exceed Rupees Fifty Lakhs, the constitution of a separate CSR Committee is not mandatory. Accordingly, the functions of the CSR Committee are being discharged directly by the Board of Directors.

The provision of Section 135 of the Companies Act, 2013 was not applicable to the Company for the year 2025-2026.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 134(3)(a) and Section 92(3) of the Act read with Companies (Management and Administration) Rules, 2014, the draft Annual Return of the Company in Form MGT-7 for Financial Year 2025-26 has been placed on the Companys website at https://choksi-asia.com/agm.html.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY COMPANY

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

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

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

CYBER RISK

The Company is committed to safeguarding its information technology systems, data networks and digital infrastructure to ensure operational continuity. While our core operations focus on industrial radiography and non-destructive testing, we maintain robust data protection standards and risk mitigation protocols to address evolving cybersecurity vulnerabilities. No major cyber disruptions or security breaches occurred during the financial year under review.

EQUAL EMPLOYMENT OPPORTUNITY

The Company is committed to providing a fair, inclusive and equitable work environment that promotes equal employment opportunities for all qualified individuals. The Company strictly prohibits discrimination or harassment of any kind based on race, colour, religion, sex, sexual orientation, gender identity, age, national origin, disability or any other status protected under applicable laws. All employment decisions—including recruitment, hiring, training, compensation, promotion and career development—are based strictly on merit, qualifications, business needs and performance.

CODE FOR PREVENTION OF INSIDER TRADING

The Company has adopted a comprehensive Code of Conduct for Regulating, Monitoring and Reporting of Trading by Insiders, in compliance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. This Code establishes strict guidelines, sets out procedures for pre-clearance of trades, designates trading windows and defines protocols for handling unpublished price-sensitive information (UPSI).

FAMILIARIZATION OF DIRECTORS

The Company has put in place a structured familiarization programme for its Independent Directors to acquaint them with their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model and compliance frameworks. The details of the familiarization programmes imparted to Independent Directors are periodically disclosed on the Companys website at https://choksi-asia.com/disclosure-under-regulation-46.html

SUSPENSION OF SECURITIES OF THE COMPANY

The securities of the Company have not been suspended from trading in any of the stock exchange.

OTHER DISCLOSURE

- During the year 2025-2026, the Company received approval of re-classification of Yamini Choksi from Promoter category to public category. Detailed disclosures on reclassifications are available on BSE portal and website of the Company. The reclassification request has been approved by BSE Limited.

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

- There is no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 against the Company, during the year and there was no instance of one-time settlement with any bank or financial institution.

The Company does not have holding company or subsidiary company, hence the provisions of Section 197(14) of the Act relating to receipt of remuneration or commission by the Managing Director and Executive Director from such entities, are not applicable.

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

AWARDS AND ACCOLADES

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

DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT

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

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

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

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

The total amount of unclaimed/unpaid dividend lying in the Unpaid Dividend Account as of March 31, 2026, is Rs.68,665/-.

Name of Nodal Officer: Rishi Dave

Email ID of Nodal Officer: rishi.dave@choksi-asia.com

HEALTH AND SAFETY MEASURES

The standards of health of workers and safety measures have been taken into consideration as required by the Factories Act, 1948, Code on Wages, Rules 2026 and the rules framed there under have been maintained by your Company.

CAUTIONARY STATEMENT

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

ACKNOWLEDGEMENTS AND APPRECIATION

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

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

Date: May 29, 2026

Place: Mumbai

For and on behalf of the Board of Directors

Choksi Asia Limited (Formerly known as Choksi Imaging Limited)

(CIN: L71200MH1992PLC388063)

Sd/-

Samir Choksi

Managing Director

DIN:00049416

Sd/-

Jay Choksi

Whole time Director

DIN:07151509