Choice International seeks approval for 1:1 bonus issue

Choice International Limited will seek shareholder approval on December 5, 2026 for a 1:1 bonus issue that would capitalise up to Rs 222.7765 crore of reserves, giving eligible holders one fully paid Rs 10 equity share for every existing fully paid Rs 10 share held on a record date yet to be fixed.

What will Choice International shareholders vote on at the EGM?

Choice International shareholders will vote on two ordinary resolutions at an Extra Ordinary General Meeting (EGM) on December 5, 2026 at 12 noon Indian Standard Time (IST), held through video conferencing or other audio-visual means. One resolution seeks to increase authorised share capital, while the other seeks approval to issue bonus equity shares through capitalisation of reserves.

The EGM notice is dated November 2, 2026, and the exchange intimation is dated November 13, 2026. Remote electronic voting will run from 9:00 a.m. on December 2, 2026 to 5:00 p.m. on December 4, 2026, with November 28, 2026 as the cut-off date for voting eligibility. That date is distinct from the bonus-share record date, which the board or its committee has yet to determine.

The bonus resolution permits capitalisation of up to Rs 222.7765 crore from retained earnings, share premium and/or the capital redemption reserve account, described in the notice as free reserves. The proposal remains subject to shareholder approval and applicable regulatory approvals, while the board would be authorised to complete the allotment and related implementation steps.

How would the Choice International 1:1 bonus issue work?

Choice International proposes to issue one fully paid Rs 10 bonus equity share for every one fully paid Rs 10 equity share held on the future record date. For example, an eligible holder of 100 shares would receive 100 bonus shares, increasing that holder's share count to 200 after allotment, subject to approval and completion of the process.

The bonus shares would rank pari passu with Choice International's existing fully paid equity shares as on the record date. The notice states that the new shares would have equal ranking in all respects, subject to the company's memorandum and articles of association. Bonus shares issued against equity shares already subject to lock-in would also remain under the applicable lock-in restrictions.

Choice International said allotment and credit of the proposed shares would take place only in dematerialised form. Shares held in demat form would be credited to the relevant beneficiary accounts through depository participants, while the issue to non-resident members, foreign institutional investors and other foreign investors would be subject to Reserve Bank of India or Foreign Exchange Management Act requirements where applicable.

The November 2, 2026 notice does not disclose a bonus-share record date. The board, or a committee authorised by it, would fix that date after the EGM process. It would also seek listing and trading approval for the new Rs 10 equity shares from the exchanges on which Choice International is listed.

Why is Choice International increasing authorised share capital?

Choice International is seeking to increase authorised share capital to Rs 447.80 crore from Rs 225 crore, creating 22.28 crore additional equity shares of Rs 10 each. The proposed authorised equity-share count would rise to 44.78 crore from 22.50 crore, requiring an amendment to Clause V of the memorandum of association.

The proposed Rs 222.80 crore increase in authorised capital is separate from the proposed capitalisation of up to Rs 222.7765 crore for the bonus issue. The difference is Rs 2.35 lakh, and the notice does not explain it. Both resolutions refer to equity shares with a Rs 10 face value and are scheduled for the same December 5, 2026 virtual meeting.

The authorised-capital proposal would create capacity for the proposed bonus allotment but would not itself issue shares. If members approve the resolution, the board would be authorised to make filings with the Registrar of Companies and notify BSE Limited and the National Stock Exchange of India Limited of the amendment.

How will Choice International adjust employee options and physical holdings?

Choice International plans to make appropriate adjustments under the Choice Employee Stock Option Plan 2022, or ESOP 2022, to extend the 1:1 bonus-issue entitlement to option holders. The adjustments may cover options available for grant, granted but unexercised options, and the exercise price, under clauses 3.5 and 4.2 of ESOP 2022 and the 2021 Securities and Exchange Board of India regulations on share-based employee benefits and sweat equity.

The mechanism also covers vested and unvested options, as well as lapsed or forfeited options available for re-grant. Choice International did not disclose the number of outstanding options, the post-adjustment exercise price or the number of options available for grant. Those implementation details remain for the board or its authorised committee after the proposed issue is approved.

Physical shareholders would not receive paper bonus-share certificates because the notice requires demat-only allotment. They are requested to provide demat-account details, Form ISR-1, a self-attested Permanent Account Number copy, address proof and a depository participant-attested Client Master List before the record date fixed by the board.

If the required documents are not received by the relevant date, the bonus shares for physical holders would be transferred to a demat Unclaimed Securities-Suspense Escrow Account within the prescribed timeline. Voting rights on shares in that account would remain frozen until credit to the respective beneficiary accounts. Choice International also stated that it would not issue letters of allotment for the bonus shares.

What are the voting and disclosure deadlines for Choice International?

Choice International has set December 2, 2026 at 9:00 a.m. to December 4, 2026 at 5:00 p.m. as the remote e-voting period, using Central Depository Services (India) Limited as the e-voting agency. Members attending the December 5, 2026 EGM through video conferencing who have not already voted remotely may vote during the meeting, if otherwise eligible.

The resolution, if passed by the required majority, will be deemed passed on December 5, 2026, the EGM date. Choice International said voting results and the scrutiniser's report would be sent to BSE Limited and the National Stock Exchange of India Limited and uploaded to its website within two working days of the EGM's conclusion.

The voting cut-off date of November 28, 2026 determines eligibility to vote on the resolutions, rather than entitlement to receive bonus shares. The record date for the proposed 1:1 issue remains unresolved, making a subsequent board announcement necessary before shareholders can establish entitlement to the new Rs 10 shares.

Conclusion

Choice International is asking shareholders to approve a 1:1 bonus issue funded through capitalisation of up to Rs 222.7765 crore and an increase in authorised share capital from Rs 225 crore to Rs 447.80 crore. The proposals would add one Rs 10 fully paid share for each eligible Rs 10 share, alongside adjustments to ESOP 2022 and demat-only credit arrangements.

The next disclosed events are remote voting from December 2 to December 4, 2026 and the virtual EGM on December 5, 2026, followed by results within two working days. If shareholders approve the resolutions, the key items to watch are Choice International's record-date announcement, ESOP 2022 adjustment terms, and exchange listing and trading approvals for the bonus shares.