Choice International Ltd — Proxy Solicitation & Information Statement 2022

Jul 21, 2022

' ... s . . -· .

.. . · .,

; ' ) . .. i . . . ":. '

REF: Cll.JCC/28/2022-23

.• : .· .. . . (

•

July 21, 2022

To

: .

·The ~ep~tmt of forpor~te Services, .	· The Department of Corporat~ ~ecyi~s, , . ~ ·: ·.
Listing Department ·	Li~ting & Compliance D~partm~nt " ·· · ·
BSE Limited ·	National Stock Excha_nge ofiridkl Limit~d
· .P.J: Tc:>wers·, oa~a:t:stre~t,	Exchange Plaza, Bandra Kurla Complex, ~
Mumbai - 400 00 l ' ·	Bandra 'East, Mumbai - 400051 ·
Scrip Code: 531358	Scrip Code: CHOICEIN

Sub: Postal Ballot Notice - Intimation under Regulation 30 of the Securities and Exchange Board of . I India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations")

Pursuant to Section 110 of the Companies Act, 2013 read with Rule 22 of the Companies (Management and Administration) Rules, 2014 and Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), Please find enclosed a copy of the Postal Ballot Notice approved by the Board through Circular Resolution dated July 20, 2022, seeking approval of the Members of the Company, by way of remote electronic voting ("E-voting") for:

• 1. Regularisation of Appointment of Mrs. Vinita Sunil Patodia (DIN: 06360364) as Non Executive Non-Independent Chairperson of the Company (Ordinary Resolution)
• 1. Change in designation of Executive Director, Mr. Suyash Sunil Patodia (DIN: 09489670) to Joint · · · Managing Director of the Company (Special Resolution)
• 1. Appointment of Mr. Arun Kumar Poddar (DIN : 02819581) as Chief Executive Director of the Company (Special Resolution)

The Postal Ballot notice is being sent through electronic mode to the Members whose names appear in the Register of Members I List of Beneficial Owners as on Friday, July 15,2022 ("Cut-off date").

The Company has engaged Central Depository Services (India) Limited ("CDSL") for providing E-voting facility to all its Members and has appointed Mr. Manoj Mimani, partner of M/s. R.M. Mimani & Associates(CP No. 11601) as the Scrutinizer for conducting Postal Ballot and E-voting process.

The E-voting will commence from Saturday, July 23, 2022 at 9:00 a.m. (1ST) and will end on Sunday, August 21, 2022 at 5:00 p.m. (1ST), beyond which the E-voting shall be disabled by CDSL.

Choice International Limited Sunil Patodia Tower, J B Nagar, Andheri East, Mumbai- 99 T +91 22 67079999 E info@choiceindia.com CIN No. L67190MH1993PLC071117 www.choiceinclia.com

Letterheads. Keeping words official.

The Postal Ballot Notice is also available on the website of the Company at www.choiceindia.com.

This is for your information and records.

Thanking you,

Choice International Limited Sunil Patodia Tower, J B Nagar, Andheri East, Mumbai - 99 T +91 22 67079999 E info@choiceindia.com CIN No. L67190MH1993PLC071117 www.choiceindia.com

Letterheads. Keeping words official.

CHOICE INTERNATIONAL LIMITED

(CIN No: L67190MH1993PLC071117)

Registered Office: Sunil Patoclia Tower, Plot No: 156-158, J.B. Nagar, Andheri [East) - Mumbai - 400099 I Tel.: 022-6707 9999 Website: www.choiceindia.com E-mailld: info@choiceindia.com/secretarial@choiceindia.com

Dear Member(s),

NOTICE is hereby given pursuant to Section 110 of the Companies Act, 2013 ("Act") and other applicable provisions, if any, of the Act and Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014 ("Rules"), as amended from time to time, read with the General Circular No.14/2020 dated AprilS, 2020, General Circular No. 17/2020 dated April 13, 2020, General Circular No.22/2020 dated June 15, 2020, General Circular No. 33/2020 dated September 28, 2020, General Circular No. 39/2020 dated December 31, 2020, General Circular No. 10/2021 dated June 23, 2021, General Circular No. 20/2021 dated December 8, 2021 and General Circular No. 3/2022 dated

May 05, 2022 issued by the Ministry of Corporate Affairs ("MCA ") (hereinafter collectively referred to as "MCA Circulars"), that the resolutions appended here-in-below are proposed to be passed by the Members of Choice International Limited ("Company") through Postal Ballot only by voting through electronic means ("remote evoting"). Communication of assent or dissent of the Members would take place only through the remote e-voting system.

In compliance with the aforesaid MCA Circulars, this Postal Ballot Notice is being sent only through electronic mode to those Members whose e-mail addresses are registered with the Company /Depositories. If your e-mail address is not registered with the Company /Depositories, please follow the process provided in the Notes to receive this Postal Ballot Notice. An explanatory statement pursuant to Sections 102, 110 and other applicable provisions, if any, of the Act, pertaining to the resolutions setting out the material facts and reasons thereof, is appended to this Postal Ballot Notice.

1. Regularisation of Appointment of Mrs. Vinita Sunil Patodia (DIN: 06360364) as Non -Executive Non-Independent Chairperson of the Company (Ordinary Resolution)

To consider and, if thought fit, to pass, the following resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to Section 152, 161 and other applicable provisions of the Companies Act, 2013 read with Companies (Appointment and Qualifications of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) ("Act") and applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations') {including any statutory modification(s) or re-enactment thereof for the time being in force) and the Articles of Association of the Company, Mrs. Vinita Sunil Patodia (DIN: 06360364), who was appointed by the Board of Directors of the Company, on the recommendation of the Nomination and Remuneration Committee at their meeting held on May 24, 2022 as an Additional Non-Executive Non-Independent Chairperson and being eligible, offers herself for appointment and in respect of whom the Company has received a notice in writing under Section 160(1) of the Act from a Member proposing her candidature for the office of Director, be and is hereby appointed as a Non-Executive Director of the Company and designated as Non - Executive Non-Independent Chairperson of the Company with effect from May 24, 20221iable to retire by rotation on such remuneration as may be decided by the Board subject to the limits prescribed in Section 197 read with Schedule V and other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) rules, 2014.

RESOLVED FURTHER THAT the Board of Directors be and is hereby authorized to do all such acts, deeds and things and execute all such documents, instruments and writings as may be required and to delegate all or any of its powers herein conferred to any committee of Directors or Directors to give effect to the aforesaid resolution".

2. Change in designation of Executive Director, Mr. Suyash Sunil Patodia (DIN: 09489670) to Joint Managing Director of the Company (Special Resolution)

To consider and, if thought fit, to pass, the following resolution as a Special Resolution:

"RESOLVED THAT in partial modification of the earlier resolution approved by the Shareholders on April 30,2022 through Postal Ballot and pursuant to the provisions of Sections 188, 196, 197 and 203 read with Schedule V and other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations'} (including any statutory modification(s) or re-enactment thereof for the time being in force) and the Articles of Association of the Company, and on the recommendation of the Nomination and Remuneration Committee at their meeting held on May 24, 2022 Mr. Suyash Sunil Patodia (DIN: 09489670), who was appointed as Executive Director for a period of 3 years from February 08, 2022, be and is hereby designated as Joint Managing Director of the Company, effective, May 24, 2022 for the remaining terms of his appointment:

RESOLVED FURTHER THAT except for the change in designation mentioned above, all other terms and conditions of her appointment as approved by the Shareholders remain unchanged.

RESOLVED FURTHER THAT the Board of Directors be and is hereby authorized to do all such acts, deeds and things and execute all such documents, instruments and writings as may be required and to delegate all or any of its powers herein conferred to any committee of Directors or Directors to give effect to the aforesaid resolution."

1. Appointment of Mr. Arun Kumar Poddar (DIN : 02819581) as Chief Executive Director of the Company (Special Resolution)

To consider and, if thought fit, to pass, the following resolution as a Special Resolution:

"RESOLVED THAT pursuant to the earlier resolution approved by the Shareholders on April 30, 2022 through Postal Ballot and pursuant to the provisions of Sections 188, 196, 197 and 203 read with Schedule V and other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements} Regulations, 2015 ('Listing Regulations') (including any statutory modification(s) or re-enactment thereof for the time being in force) and the Articles of Association of the Company, and on the recommendation of the Nomination and Remuneration Committee at their meeting held on May 24, 2022 Mr. Arun Kumar Poddar (DIN: 02819581), who was appointed as Executive Director of the Company for a period of 3 years from February 08, 2022, be and is hereby also appointed as Chief Executive Officer of the Company, effective, May 24, 2022:

RESOLVED FURTHER THAT except for the change in designation mentioned above, all other terms and conditions of her appointment as approved by the Shareholders remain unchanged

RESOLVED FURTHER THAT the Board of Directors be and is hereby authorized to do all such acts, deeds and things and execute all such documents, instruments and writings as may be required and to delegate all or any of its powers herein conferred to any committee of Directors or Directors to give effect to the aforesaid resolution."

Place: Mumbai Date: July 20, 2022 By Order of the Board of Directors

Sd/- (Karishma Shah) Company Secretary & Compliance Officer

Registered Office: Sunil Patodia Tower, Plot No. 156-158, J.B. Nagar, Andheri (East}, Mumbai- 400099 Emailld: info@choiceindia.com/secretarial@choiceindia.com

NOTES:

• l. The Explanatory Statement pursuant to the provisions of Sections 102 and 110 of the Act read with Rule 22 of the Rules stating material facts and reasons for the proposed resolution is annexed hereto.
• 1. In compliance with MCA Circulars, this Postal Ballot Notice is being sent only through electronic mode to those Members whose e-mail addresses are registered with the Company I Depositories. Accordingly, physical copy of the Notice along with Postal Ballot Form and pre-paid business reply envelope will not be sent to the Members for this Postal Ballot. The communication of the assent or dissent of the Members would take place through the process of remote e-voting only.
• 1. The Company has engaged the Central Depository Services (India) Limited (CDSL) for facilitating e voting in a secure manner
• a) Members may note that this Postal Ballot Notice will also be available on the Company's website, www.choiceindia.com. websites of the Stock Exchanges where the equity shares of the Company are listed i.e. BSE Limited @ www.bseindia.com and National Stock Exchange of India Ltd. @ www.nseindia.com and on the website of CDSL@ www.cdslindia.com.
• 1. The Resolution, if passed by requisite majority, will be deemed to have been passed on the last date of evoting i.e., Sunday August 21, 2022 at 5:00 P.M. (1ST)

THE INSTRUCTIONS OF SHAREHOLDERS FOR REMOTE E-VOTING ARE AS UNDER:

• (i) Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 09, 2020. under Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations. 2015. listed entities are required to provide remote e-voting facility to its shareholders, in respect of all shareholders' resolutions. However, it has been observed that the participation by the public non-institutional shareholders/retail shareholders is at a negligible level.
• (ii) The Company has appointed Mr. Manoj Mimani, Partner of R M Mimani & Associates LLP, and Company Secretaries in whole-time practice with Membership No. ACS 17083 and Certificate of Practice No.ll601, as the Scrutinizer to scrutinize the remote e-voting process in a fair and transparent manner.
• (iii) The voting period begins on Saturday July 23, 2022 9:00A.M. (1ST) and ends on Sunday August 21, 2022 at 5:00 P.M. (1ST). During this period shareholders' of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date of Friday July 15, 2022 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.
• (iv) Currently, there are multiple e-voting service providers (ESPs) providing e-voting facility to listed entities in India. This necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by the shareholders.

In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been decided to enable e-voting to all the demat account holders, by way of a single login credential. through their demat accounts/ websites of Depositories/ Depository Participants. Demat account holders would be able to cast their vote without having to register again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in evoting process.

(v) In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 one-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email ld in their demat accounts in order to access e-Voting facility.

Pursuant to above said SEBI Circular, Login method fore-Voting for Individual shareholders holding securities in Demat mode is given below:

Type of shareholders	Login Method
Individual Shareholders holding securities in Demat mode withCDSL	Users who have opted for CDSL Easi I Easiest facility, can login through their l) existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The URL for users to login to Easi I Easiest are https:l/web.cdslindia.com/myeasi/home/login or visit www.cdslindia.com and click on Login icon and select New System Myeasi.
Depository	After successful login the Easi I Easiest user will be able to see the e-Voting option for 2) eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period. Additionally, there is also links provided to access the system of all e-Voting Service Providers i.e. CDSL/NSDL/KARVY /LINKINTIME, so that the user can visit the e-Voting service providers' website directly.
	If the user is not registered for Easi/Easiest, option to register is available at 3) https://web.cdslindia.com/myeasi/Registration/EasiRegistration
	Alternatively, the user can directly access e-Voting page by providing Demat Account 4) Number and PAN No. from a e-Voting link available on www.cdslindia.com home page or click on https:l/evoting.cdslindia.com/Evoting/EvotingLogin The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication. user will be able to see the e Voting option where the evoting is in progress and also able to directly access the system of all e-Voting Service Providers.
Individual Shareholders holding securities in dematmode withNSDL Depository	If you are already registered for NSDL IDeAS facility, please visit the e l) -Services website of NSDL Open web browser by typing the following URL: https://eservices.nsdl.com either on a Personal Computer or on a mobile. Once the home page of e-Services is launched, click on the "Beneficial Owner" icon under "Login" which is available under 'IDeAS' section. A new screen will open. You will have to enter your User ID and Password. After successful authentication, you will be able to see e-Voting services. Click on "Access to e-Voting" under e-Voting services and you will be able to see e-Voting page. Click on company name ore-Voting service provider name and you will be re-directed to e Voting service provider website for casting your vote during the remote e-Voting period.
	If the user is not registered for IDeAS e-Services, option to register is available at 2) Select "Register Online for IDeAS "Portal or click at https://eservices.nsdl.com. https:l/eservices.nsdl.com/SecureWeb/ldeasDirectReg.jsp
	Visit thee-Voting website of NSDL Open web browser by typing the following URL: 3) https:l/www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon "Login" which is available under 'Shareholder /Member' section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL). Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e Voting page. Click on company name ore-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period.
Individual Shareholders (holding securities in demat mode) login through their Depository Participants (DP)	You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. After Successful login, you will be able to see e-Voting option. Once you click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication. wherein you can see e-Voting feature. Click on company name or e -Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. CDSL and NSDL

Login type	Helpdesk details
Individual Shareholders holding securities in De mat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.com or contact at toll free no. 1800 22 55 33
Individual Shareholders holding securities in De mat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evoting@nsdl.co.in or call at toll free no.: 1800 1020 990 and 1800 22 44 30

(vi} Login method fore-Voting for shareholders other than individual shareholders holding in Demat form & physical shareholders.

• 1} The shareholders should log on to thee-voting website www.evotingindia.com.
• 2) Click on "Shareholders" module.
• 3) NowenteryourUseriD
• a. For CDSL: 16 digits beneficiary ID.
• b. For NSDL: 8 Character DP ID followed by 8 Digits Client I D.
• c. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.
• 4) Next enter the Image Verification as displayed and Click on Login.
• 5) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier e-voting of any company. then your existing password is to be used.
• 6) If you are a first-time user follow the steps given below:

	For Physical shareholders and other than individual shareholders holding shares in Demat.
PAN	Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders)
	• Shareholders who have not updated their PAN with the Company/Depository Participant are requested to use the sequence number sent by Company /RTA or contact Company /RTA.
Dividend Bank Details OR Date of Birth (DOB}	Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the company records in order to login. • If both the details are not recorded with the depository or company. please enter the member id I folio number in the Dividend Bank details field as mentioned in instruction (3).

• (vii) After entering these details appropriately. click on "SUBMIT" tab.

• (viii) Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders holding shares in demat form will now reach 'Password Creation' menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

• (ix) For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

• (x) Click on the EVSN for the relevant "Choice International Limited" on which you choose to vote.
• (xi) On the voting page, you will see "RESOLUTION DESCRIPTION" and against the same the option "YES/NO" for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.
• (xii) Click on the "RESOLUTIONS FILE LINK" if you wish to view the entire Resolution details.
• (xiii) After selecting the resolution, you have decided to vote on. click on "SUBMIT". A confirmation box will be displayed. If you wish to confirm your vote, click on "OK", else to change your vote, click on "CANCEL" and accordingly modify your vote.
• (xiv) Once you "CONFIRM" your vote on the resolution, you will not be allowed to modify your vote.
• (xv) You can also take a print of the votes cast by clicking on "Click here to print" option on the Voting page.
• (xvi) If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.
• (xvii) There is also an optional provision to upload BR/POA if any uploaded, which will be made available to scrutinizer for verification.
• (xviii) Additional Facility for Non -Individual Shareholders and Custodians- For Remote Voting only.
• Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotingindia.com and register themselves in the "Corporates" module.
• A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to helpdesk.evoting@cdslindia.com.
• After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.
• The list of accounts linked in the login should be mailed to helpdesk.evoting@cdslindia.com and on approval of the accounts they would be able to cast their vote.
• A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.
• Alternatively Non Individual shareholders are required to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer and to the Company at the email address viz; info@choiceindia.com/Secretarial@choiceindia.com (designated email address by company), if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.

PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL/MOBILE NO. ARE NOT REGISTERED WITH THE COMPANY /DEPOSITORIES.

• 1. For Physical shareholders- please provide necessary details like Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by email to Company /RTA email id.
• 1. For Demat shareholders-, Please update your email id & mobile no. with your respective Depository Participant (DP)
• 1. For Individual Demat shareholders- Please update your email id & mobile no. with your respective Depository Participant (DP) which is mandatory while e-Voting through Depository.

In case of any queries or issues regarding attending e-Voting from the CDSL e-Voting System. you can write an email to helpdesk.evoting@cdslindia.com or contact at 022-23058738 and 022- 23058542/43.

All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi. Sr. Manager, (CDSL,) Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to helpdesk.evoting@cdslindia.com or call on 022-23058542/43.

Explanatory Statement [Pursuant to Section 102(2) of the Companies Act, 2013]

_j

Item No.1

The Board of Directors of the company had appointed Mrs. Vinita Sunil Patodia (DIN: 06360364) as an Additional (Non-Executive) Director of the Company with effect from May 24, 2022, pursuant to the provisions of the Section 152 and 161 of the Companies Act, 2013 read with the rules framed there under. However, in terms of the provisions of regulation 17[3) of the SEBI [Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2021, approval of the members of the Company is required for such appointment with a period of three months for their appointment.

Considering the knowledge and experience of Mrs. Vinita Sunil Patodia, the Board of Directors in consonance with Nomination and Remuneration Committee recommends the appointment of Mrs. Vinita Sunil Patodia as Non-Executive Non-Independent Chairperson of the Company and is now being placed before the Members for their approval.

The Company has received from Mrs. Vinita Sunil Patodia consent in writing to act as director in form DIR-2 pursuant to Rule 8 of Companies (Appointment & Qualification of Directors) Rules, 2014 and (ii) intimation in form DIR-8 in terms of Companies (Appointment & Qualification of Directors) Rules 2014, to the effect that she is not disqualified under sub-section (2) of Section 164 of the Companies Act, 2013.

The Company has received a notice in writing under Section 160(1) of the Act from a Member proposing her candidature for the office of Director.

Except Mrs. Vinita Sunil Patodia, being the appointee, and Mr. Suyash Sunil Patodia, Son of the appointee, no other Director or Key Managerial Personnel of the Company or their respective relatives is/ are concerned or interested, financially or otherwise, in the said Resolution.

Other details as required under Secretarial Standards on General Meetings (SS-2) and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Brief Profile of Mrs. Vinita Sunil Patodia are furnished separately, which form part of this statement

The Board recommends the Resolution for approval of the Members as an Ordinary Resolution as set out in the item no.1 of the notice.

Item No.2

The shareholders vide a special resolution passed through Postal Ballot on April 30, 2022 approved appointment of Mr. Suyash Sunil Patodia (DIN: 09489670) as Executive Director of the Company for a period of 3 years from February 08, 2022.

The terms and conditions of his appointment, including remuneration was approved by the shareholders in accordance with the provisions contained in Sections 196, 197, Schedule V and other applicable provisions of the Companies Act, 2013.

Pursuant to the recommendation by the Nomination and Remuneration Committee, the Board of Directors vide its resolution adopted on May 24, 2022, has designated Mr. Suyash Sunil Patodia as the Joint Managing Director of the Company effective, May 24, 2022

Since. the designation of Mr. Suyash Sunil Patodia as has been changed to Joint Managing Director. this resolution is being proposed to partially modify the earlier resolution dated April 30, 2022 approved by the shareholders.

Except for the change in designation, all other terms and conditions as approved by the shareholders remain unaltered.

Except Mr. Suyash Sunil Patodia, being the appointee, and Mrs. Vinita Sunil Patodia, Mother of the appointee, no other Director or Key Managerial Personnel of the Company or their respective relatives is/ are concerned or interested, financially or otherwise, in the said Resolution.

Other details as required under Secretarial Standards on General Meetings (SS-2) and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Brief Profile of Mr. Suyash Sunil Patodia are furnished separately, which form part of this statement

The Board recommends the Resolution for approval of the Members as a Special Resolution as set out in the item no. 2 of the notice.

Item No.3

The shareholders vide a special resolution passed through Postal Ballot on April 30, 2022 approved appointment of Mr. A run Kumar Poddar (DIN: 02819581) as Executive Director of the Company for a period of 3 years from February 08, 2022.

The terms and conditions of his appointment, including remuneration was approved by the shareholders in accordance with the provisions contained in Sections 196, 197, Schedule V and other applicable provisions of the Companies Act, 2013.

Pursuant to the recommendation by the Nomination and Remuneration Committee and Considering, the Board of Directors vide its resolution adopted on May 24, 2022, has appointed Mr. Arun Kumar Poddar as the Chief Executive Officer of the Company effective, May 24, 2022

Considering the expertise of Mr. Poddar in Financial Services, Government Advisory and Management Consulting and his strong ability to solve complex company problems using excellent judgment and decisionmaking skills is the reason of his suitability for this role.

Except Mr. Arun Kumar Poddar, being the appointee, and Mr. Kamal Pod dar, Brother of the appointee, no other Director or Key Managerial Personnel of the Company or their respective relatives is/are concerned or interested, financially or otherwise, in the said Resolution.

Other details as required under Secretarial Standards on General Meetings (SS-2) and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Brief Profile of Mr. Arun Kumar Poddar are furnished separately, which form part of this statement

The Board recommends the Resolution for approval of the Members as a Special Resolution as set out in the item no. 3 of the notice.

Note: All the above three appointees are also the Promoters of the Company.

ANNEXURE A TO NOTICE

Details of Directors or KMP seeking appointment/ Fe appointment through Postal Ballot pursuant to Regulation 36(3) of SEBI (Listing Obligation and Disclosure Requirements), Regulation 2015.

Name of the Director	Mrs. Vinita Sunil Patodia	Mr. Suyash Sunil Patodia	Mr. Arun Kumar Poddar
Date of Birth &Age	17th August 1970 51 Years	25th July, 1995 26Years	15th June, 1984 38years
Date of first Appointment to Board	24th May, 2022	8th February, 2022	8th February, 2022
Brief Resume	AnnexureB	AnnexureB	AnnexureB
Relationship with Directors & Key Managerial Personnel	Mother of Suyash Sunil Patodia, Joint Managing Director of the Company	Son of Vinita Sunil Patodia, Additional Non-executive Non Independent Chairperson of the Company	Brother of Mr. Kamal Poddar, Managing Director of the Company
Expertise in specific Functional area	Leadership & Management Practices	Business development and Finance	Financial Services, Government Advisory and Management Consulting.
Qualification	Graduate	Chartered Accountant	Chartered Accountant
Directorship held in other listed Companies	NIL	NIL	NIL
Listed entities from which the person has resigned in the past three years	NIL	NIL	NIL
Membership and Chairmanship in the Committees of the Board of the Company	NIL	NIL	1
a) Audit Committee	NIL	NIL	NIL
b) Nomination & Remuneration Committee	NIL	NIL	NIL
c) Stakeholder Relationship Committee	NIL	NIL	YES
No. of Shares held in the Company	36,12,500	23,00,000	40,50,000
Shareholding of non-executive directors in the listed entity, including shareholding as a beneficial owner	36,12,500	NA	NA

Note:

1. The proposal for appointment/ Fe appointment has been approved by the Board pursuant to the recommendation of the Nomination & Remuneration Committee considering their skills, experience and knowledge and positive outcome of performance evaluation.

ANNEXURE B TO NOTICE

Brief profile of Directors or KMP seeking appointment/ fe eiJ'J'Oil"ltmel"lt through this Postal Ballot:

Mrs. Vinita Sunil Patodia (DIN: 06360364): Mrs. Patodia, an Art graduate and philanthropist who heads and runs various charitable trusts for the welfare of society and a key member who laid the foundation stone for Choice. She has been actively involved in setting the vision for our organization and has always guided Choice to create an impact for the betterment of society. She is the founder and Trustee of 'Shri Doongermal Patodia Charitable Trust' which regularly contributes to the needs of the society through medical and education assistance. She is a trustee and Charter Member of the Lions Club of Mumbai Heritage Galaxy.

Mr. Suyash Sunil Patodia (DIN: 09489670): Mr. Suyash Sunil Patodia is an Associate Member of the Institute of Chartered Accountants of India. He is building tie-ups with Insurance Companies and is working on onboarding new clients and intermediaries for the Insurance distribution division of the group. He has played an active role in developing tech platforms and scaling up Insurance Division in line with the organization goal of being a fintech. He is also keenly involved in various employee engagement initiatives to bring in a young culture in the Company.

Mr. Arun Kumar Poddar (DIN:02819581): A Fellow Member of the Institute of Chartered Accountants of India, Mr. Poddar holds expertise across various domains of Financial Services, Government Advisory and Management Consulting. He has worked closely with government, large corporates and retail customers throughout his journey. His vision of making financial services accessible to every citizen of India is driving the organization to be more customers centric and accessible in Tier 3-4 cities.

Place: Mumbai Date: July 20. 2022

By Order of the Board of Directors

Registered Office:
Sunil Patodia Tower,
Plot No. 156-158, J.B. Nagar,	Sd/-
Andheri (East),	(Karishma Shah)
Mumbai- 400 099	Company Secretary & Compliance Officer
Emailld: info@choiceindia.com/secretarial@choiceindia.com

CHOICE INTERNATIONAL LIMITED

Sunil Patodia Tower, Plot No 156-158, J.B. Nagar, Andheri (East), Mumbai - 400099, Tel No: + 91-22-6707 9999, Website: www.choiceindia.com, Emailld: info@choiceindia.com/secretarial@choiceindia.com CIN: L67190MH1993PLC07117