GSB FINANCE LIMITED - NOTICE OF EXTRA-ORDINARY GENERAL MEETING

Nature of the Disclosure

This is a regulatory filing under SEBI Listing Regulations and the Companies Act, 2013, notifying the Bombay Stock Exchange (BSE) of an upcoming Extra-Ordinary General Meeting (EGM) of the shareholders of GSB Finance Limited. The notice contains the agenda for the meeting and detailed explanatory statements for each proposed resolution.

Key Event Details

  • EGM Date & Time: Monday, August 10, 2026, at 12:30 p.m. IST.
  • EGM Mode: To be held via Video Conferencing (VC) / Other Audio Visual Means (OAVM).
  • Cut-off Date for Eligibility: Monday, August 3, 2026.
  • Remote e-Voting Window: Commences on Friday, August 7, 2026 (09:00 a.m. IST) and concludes on Sunday, August 9, 2026 (05:00 p.m. IST).
  • Scrutinizer: Ms. Ashita Kaul (FCS: 6988, CP: 6529) from M/s. Ashita Kaul & Associates, Practicing Company Secretaries, has been appointed to scrutinize the e-voting process.

Agenda and Resolutions for Shareholder Approval

The EGM has been convened to seek approval for the following special business:

1. Increase in Authorized Share Capital (Ordinary Resolution)
  • Proposal: To increase the Authorized Share Capital of the Company from the existing ₹6,00,00,000 (Rupees Six Crores) divided into 60,00,000 equity shares of ₹10 each to ₹10,00,00,000 (Rupees Ten Crores) divided into 1,00,00,000 equity shares of ₹10 each.
  • Rationale: To facilitate future fundraising initiatives and support the Company's long-term growth objectives and expansion plans.
  • Impact: This is an enabling resolution to allow for future issuance of shares without requiring another capital increase approval.
2. Issue of Equity Shares on Preferential Basis (Special Resolution)
  • Proposal: To issue and allot, on a preferential basis, up to 12,00,000 (Twelve Lakh) Equity Shares of face value ₹10 each for cash at a price of ₹36 per share (including a premium of ₹26 per share).
  • Total Issue Size: ₹4,32,00,000 (Rupees Four Crore Thirty-Two Lakh).
  • Allottees and Allocation:
  • Vivek Kumar Singhal (Promoter): 6,50,000 shares for ₹2,34,00,000
  • Nivesh Mandi Private Limited (Promoter): 3,50,000 shares for ₹1,26,00,000
  • Sumit Dilip Jain (Non-Promoter): 66,665 shares for ₹23,99,940
  • Shinay Agrawal (Non-Promoter): 66,665 shares for ₹23,99,940
  • Deepesh Chopda (Non-Promoter): 66,670 shares for ₹24,00,120
  • Relevant Date for Pricing: The price of ₹36 was determined based on the SEBI (ICDR) Regulations, with the "Relevant Date" fixed as Friday, July 10, 2026. An independent valuation by Lokesh Bothra, Chartered Accountant (IBBI/RV/06/2020/13393), determined a floor price of ₹35.23 per share.
  • Objects of the Issue: The proceeds are intended to be utilized as follows:
  • Onward Lending / Investing Business: ₹3,92,00,000 (within 12 months from receipt).
  • General Corporate Purposes: ₹40,00,000.
  • The allocation may vary by ±10% inter-se among these objects.
  • Timeline for Allotment: The allotment shall be completed within 15 days from the date of passing this resolution, or within 15 days from receipt of the last required regulatory approval.
  • Lock-in: The shares issued will be subject to lock-in as prescribed under Regulation 167 of the SEBI (ICDR) Regulations.
  • Shareholding Pattern Impact:
  • Pre-Issue Promoter Holding: 33.71% (20,22,360 shares).
  • Post-Issue Promoter Holding: 44.76% (32,22,360 shares).
  • The holding of Mr. Vivek Kumar Singhal will increase from 26.17% to 30.84%.
3. Change of Name of the Company (Special Resolution)
  • Proposal: To change the name of the Company from "GSB Finance Limited" to "Coffers Finvest Limited".
  • Rationale: The current name "GSB" is an acronym from the erstwhile promoter (Girdhari Sagarmal Biyani), who is no longer associated with the Company. The new name "Coffers" is aligned with the Company's financial services business and represents the group identity, aiming to enhance brand consistency and market recognition.
  • Approval Status: The name "Coffers Finvest Limited" has been reserved by the Registrar of Companies (ROC).
  • Certification: A certificate from a Practicing Chartered Accountant confirms compliance with Regulation 45 of the SEBI LODR Regulations, stating there has been no name change in the last year and no change in the company's core activities.

Other Procedural Information

  • Service Providers: MUFG Intime India Private Limited has been appointed to provide the VC/OAVM facility and the remote e-voting platform.
  • Voting: Members as of the cut-off date can vote remotely or during the EGM. Those who vote remotely cannot vote again at the EGM.
  • Document Availability: The notice, valuation report, and company secretary's certificate regarding the preferential issue are available for inspection at the EGM and on the company's website (https://gsbfinancelimited.com/).