41/889-A3,Moopen Complex, NH Bypass Service Road,3. Mr. Santhosh Joseph Rs.2 Crores 1111111 Rs.10 Rs.11111110 4. Mr. Subhash Padmanabhan Rs.1 Crore 555555 Rs.10 Rs.5555550 Total Rs

Email: [email protected] www.gosreefinance.com

41/889-A3,Moopen Complex, NH Bypass Service Road, Padivattom, Edappally KOCHI - 682024, Phone: +91 484 2803854

Registered Address: 41/889-A3, Moopen Complex, N.H.Bypass Service Road, Padivattom, Edappally- 682024, Kochi, Phone: 0484 2803854. CIN: U65990KL2013PLC035734

NOTICE

Notice is hereby given that due to development of certain unforeseen circumstances and under the situation of lockdown declared on the state of Kerala due to the outbreak of Novel Corona viral disease, the extraordinary general meeting of the members of Gosree Finance Limited scheduled to be held on Wednesday, 25th March, 2020 at 11.30 am at Holiday Inn 33/1739 a Chakkaraparambu Junction, National Highway Bypass, Vennala, Kochi, Kerala 682028 is postponed and will now be held at 11.30 AM on Thursday, 23rd April 2020 at the Registered Office of the Company at 41/889-A3, Moopen Complex, NH Bypass Service Road, Padivattom, Edappally, Kochi – 682 024 to transact the same business as given in the notice dated 27th February, 2020 and circulated on 3rd March, 2020. The EGM shall be held on the postponed date as mentioned above provided the circumstances or Government orders may not warrant otherwise. We sincerely regret the inconvenience caused to the members due to the postponement of the EGM. By Order of the Board of Directors

FOR GOSREE FINANCE LIMITED Sd/-

Ernakulam, 24th March 2020. SRIPRIYA M SHENOY

COMPANT SECRETARY




Notice is hereby given that due to development of certain unforeseen circumstances and under the situation of lockdown declared on the state of Kerala due to the outbreak of Novel Corona viral disease, the extraordinary general meeting of the members of Gosree Finance Limited scheduled to be held on Wednesday, 25th March, 2020 at 11.30 am at Holiday Inn 33/1739 a Chakkaraparambu Junction, National Highway Bypass, Vennala, Kochi, Kerala 682028 is postponed and will now be held at 11.30 AM on Thursday, 23rd April 2020 at the Registered Office of the Company at 41/889-A3, Moopen Complex, NH Bypass Service Road, Padivattom, Edappally, Kochi – 682 024 to transact the same business as given in the notice dated 27th February, 2020 which are re-issued as below Special business: Item No. 1 To issue shares on Preferential Basis To consider and if thought fit, to pass with or without modification(s), the following resolution as Special Resolution: “RESOLVED THAT pursuant to Section 62 (1)(c) and other applicable provisions of the Companies Act, 2013 (including statutory modifications or re-enactments thereof for the time being in force), (the “Act”), and the Companies (Share Capital and Debenture) Rules, 2014 and the Companies (Prospectus and allotment of Securities) Rules, 2014, subject to such approvals, permissions, consents and sanctions from the concerned authorities and departments, if any, as may be necessary and subject to such conditions and modifications as may be prescribed in granting such approvals, permissions, consents and sanctions, and the provisions of the Memorandum of Association and Articles of Association of the Company, and based on the valuation report prepared by M/s Capital Square Advisors Pvt Ltd , Merchant Banker and Mr. Bhavesh Mansukhbhai Rathod, Registered Valuer, the consent of the Company be and is hereby accorded to the Board of Directors of the Company to offer, issue and allot 100 lakhs ( one hundred lakhs ) equity shares of face value of Rs. 10 (Rupees Ten Only) at a premium of Rs 8 (Rupees Eight Per Share) each amounting to Rs. 18 Crores (Rs Eighteen Crores) on preferential allotment basis to persons hereunder:




Sl No.

Name Total Value of shares (including premium)

No of shares issued at premium

Nominal

Value per

share

Total nominal value of shares

issued

1 Mr. Valiyath.Thomas. John

Rs. 10 Crores 5555556 Rs.10 Rs.55555560

2. Mr. Harikumar Rs.5 Crores 2777778 Rs.10 Rs.27777780

3. Mr. Santhosh Joseph Rs.2 Crores 1111111 Rs.10 Rs.11111110

4. Mr. Subhash Padmanabhan

Rs.1 Crore 555555 Rs.10 Rs.5555550

Total Rs. 18 Crores 1,00,00,000 Rs.10 10,00,00,000

“RESOLVED FURTHER THAT the Equity Shares so issued shall upon allotment have the same rights of voting as the existing equity shares and be treated for all other purposes pari-passu with the existing equity shares of the Company and that the equity shares so allotted shall be entitled to dividend, if any, declared including other corporate benefits, if any, for the financial year in which the allotment has been made and subsequent years.” “RESOLVED FURTHER THAT Mr. Jayakumar P.G, Managing Director & CEO and Mr T.S. Jagadeesan, Managing Director of the Company be and is hereby authorized to sign and circulate the letter of offer in Form PAS-4 along with the application form to the identified persons whose names are recorded in Form PAS-5 ie Record of Private Placement Offer.” “RESOLVED FURTHER THAT any of the Board of Directors of the Company be and is hereby authorized to do all such acts, deeds and things, as may be necessary in connection with the allotment of Shares”.




Item No. 2

To Offer, Issue And Allot Options Under Employee Stock Option Plan To consider and if thought fit, to pass the following resolution as Special Resolution. "RESOLVED THAT pursuant to the provisions of Sections 62 (1)(b) of the Companies Act, 2013 (including any statutory modifications(s) or re-enactment(s) thereof, for the time being in force), Rule 12 of the Companies (Share Capital and Debentures) Rules, 2014, as amended from time to time, all applicable rules, the articles of association of the Company, the approval of the members be and is hereby accorded, for the adoption of the employee stock option scheme, "GFL ESOP 2020" presented to the members along with its supplementary documents." "RESOLVED FURTHER THAT the Nomination and Remuneration Committee be and is hereby authorised to formulate, implement, supervise and administer the Scheme GFL ESOP 2020." "RESOLVED FURTHER THAT consent be and is hereby accorded to the Board for the issuance and allotment of up to 20,00,000 (Twenty Lakh) equity shares of Rs. 10/- each, upon exercise of the options, at book value of the Company prevailing at the time of grant of option and on such terms and conditions and upon meeting of such criteria for granting and vesting as may be fixed or determined by the Nomination and Remuneration Committee." "RESOLVED FURTHER THAT the new equity Shares to be issued and allotted by the Company in the manner aforesaid shall rank paripassu in all respects with the existing Equity Shares of the Company, unless otherwise decided by the Board" "RESOLVED FURTHER THAT the Board be and is hereby authorized to make modifications in the Plan including in any ancillary documents thereto, as it may deem fit, from time to time in its absolute discretion in conformity with the provisions of the Act, the memorandum of association and articles of association of the Company and any other applicable laws."




Item No. 3 Approval of the grant of options to any individual during any one year, equal to or exceeding one percent of the issued capital of the Company at the time of grant of option. To consider and if thought fit, to pass the following resolution as Special Resolution. “RESOLVED THAT in accordance with Regulation 6(3)(d) of the SEBI (Share Based Employee Benet) Regulations, 2014, consent of the member(s) be and is hereby accorded for the grant of Stock Options to any individual, during any one year equal to or exceeding 1% of the issued, subscribed and paid-up capital of the Company at the time of grant of option. “RESOLVED FURTHER THAT, for the purpose of giving effect to this resolution, the Board of Directors including the Nomination & Remuneration Committee be and is hereby authorized on behalf of the Company to do all such acts, deeds, matters and things as it may, in its absolute discretion, deem necessary or desirable for such purpose, on behalf of the Company to settle all questions, difficulties or doubts that may arise in this regard, as it may, in its absolute discretion deem fit, without being required to seek any further consent or approval of the member(s).”

By Order of the Board For Gosree Finance Ltd.

Chairman Place: 24th March 2020 Date: Kochi




NOTES

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND SUCH A PROXY NEED NOT BE MEMBER OF THE COMPANY.

2. Members are requested to notify immediately any change in their Address to the Company.

3. An Explanatory Statement pursuant to Section 102 of the Companies Act, 2013, setting out all the material facts and reasons in relating to the Special Businesses to be transacted at the meeting is annexed hereto.

4. The Member/Proxies should bring their attendance slip, sent herewith, duly filled in, for attending the meeting.

5. Proxy forms, in order to be effective, must be deposited at the Registered Office of the company, not later than 48 hours before the time fixed for the meeting.

6. Pursuant to section 103 of the Companies Act, 2013 atleast five members should be personally present to form quorum for a meeting of the Company.

7. Pursuant to Section 113 of the Companies Act, 2013, if a body corporate is a member of the Company, it may authorize a person by resolution of its board of directors to act as its representative at a meeting of a Company, then such a person shall be deemed to be a member present in person and counted for the purpose of quorum.




EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE

COMPANIES ACT, 2013.

a) Item No. 1 Members to note that the Company proposes to issue and allot 1 crore (One Crore) equity shares representing 23.84% of the issued and paid up equity share capital of the Company post issue, for a price per share of Rs. 18 (at a premium of Rs Eight) amounting to an aggregate consideration of Rs. 18 Crs (Rupees Eighteen Crores) to persons as identified to be the investors mentioned in of the Special Resolution. It has hence become necessary to pass a special resolution under Section 62(1)(c) to give effect to this proposal. The approval of the Members is being sought for further issue of share capital on preferential allotment basis, as per the Companies (Prospectus and allotment of Securities) Rules, 2014 and Companies (Share Capital and Debenture) Rules, 2014, (“the Rules”) and under section 62 of the Companies Act, 2013. Disclosure under Rule 13 (2) (d) Companies (Share Capital and Debentures) Rules, 2014 1. The object/s of the issue through preferential offer: The purpose of the issue through preferential offer is as follows:

Funding of capital investment and for operational purpose. To drive the expansion plans of the Company To meet the working capital requirements Other general corporate purposes

2. The total numbers of shares proposed to be issued:

a. For Cash:- One Crore Equity Shares of face value Rs.10 at the rate of Rs. 18/- each.

b. Manner of issue:- Preferential Basis 3. The price at which the allotment is proposed: Rs. 18/- per share (Fully paid up) 4. Basis on which the price has been arrived at along with report of the registered valuer:-




The issue price of Rs.18 (Rupees Eighteen) per equity has been arrived at by the Board of Directors relying on the valuation report issued by the Merchant Bankers and Registered Valuer. Copy of the valuation reports are available for inspection at the registered office of the Company during the business hours. 5. Relevant date with reference to which the price has been arrived at:- Merchant Banker- 24th February 2020 Registered Valuer- 25th February 2020 6. The class or classes of persons to whom the allotment is proposed to be made: The proposed allotment is being made to the Individuals. 7. Intention of promoters, directors or key managerial personnel to subscribe to the offer: None of the promoters, directors or key managerial personal have intention to subscribe 8. Proposed Time within which Allotment shall be completed: The offer and allotment is proposed to be completed within a period of 3 months from the date of passing of special resolution by the shareholders. The Company shall complete the allotment of Equity Shares on or before the expiry of 60 days from the date of receipt of share application money. 9. The names of the proposed allottees and the percentage of preferential offer capital that may be held by them:- For Cash:-

Sl No. Name Total Value of shares (including premium)

No of shares issued at premium

Nominal

Value per

share

Total nominal value of shares issued

% of shareholding

post allotment

1 Mr. Valiyath.Thomas. John

Rs. 10 Crores 5555556 Rs.10 Rs.55555560 13.25 %

2. Mr. Harikumar Rs.5 Crores 2777778 Rs.10 Rs.27777780 6.62 %

3. Mr. Santhosh Joseph

Rs.2 Crores 1111111 Rs.10 Rs.11111110 2.65 %

4. Mr. Subhash Rs.1 Crore 555555 Rs.10 Rs.5555550 1.32 %

Total Rs. 18 Crores

1,00,00,000 Rs.10 10,00,00,000 23.84%




AREHOLDIG PATTERN POST THE CONSUMMATION OF THE T 10. Change in Control, if any in the Company: There is no change in management control of the Company intended or expected after allotment of new equity shares to the investors. Change in the shareholding pattern shall affect the overall voting power at the general meeting of the Company. 11.The number of persons to whom allotment on preferential basis has already been made during the year, in terms of number of securities as well as price: - No Preferential Allotment has been made during this financial year under consideration. 12. The justification for the allotment proposed to be made for cash together with valuation report of the registered valuer:- The objective of issue of shares is to meet its working capital requirement and further expansion plans. As per the valuation report issued by the Merchant Bankers, our share has been valued at Rs.18 per share. This is above the present book value of share also. Copy of the valuation report is available for inspection at the registered office of the Company during the business hours. Terms of Issue: The Equity Shares so issued shall upon allotment have the same rights of voting as the existing equity shares and be treated for all other purposes pari-passu with the existing equity shares of the Company and that the equity shares so allotted shall be entitled to dividend, if any, declared including other corporate benefits, if any, for the financial year in which the allotment has been made and subsequent years.




13. The pre issue and post issue shareholding pattern of the Company in the following format:- SL No:

Category Pre-Issue Post-Issue

No of Shares held

% of Share holding

No of Shares held

% of Share holding

A PRMOTERS HOLDINGS

1 INDIAN Individual 3200000 10.02 3200000 7.63 Bodies Corporate - - - - Sub Total 3200000 10.02 3200000 7.63 FOREIGN

PROMOTERS - - - -

7.63 Sub Total (A) 3200000 10.02 3200000 7.63 B NON PROMOTERS

HOLDINGS

1 Institutional Investors

- - - -

2 Non Institutional Investors

- - - -

Private Body Corporates

1383333 4.33 1383333 3.29

Directors and Relatives

9446667 29.58 9446667 22.52

Indian Public 17909934 56.07 27909934 66.54 Others (Including

Non-resident Indians (NRIs)

Sub Total (B) 2,87,39,934 89.98 3,87,39,934 92.37 Grand Total 3,19,39,934 100.00 4,19,39,934 100.00

14. The Company will complete the issue & allotment of Equity Shares

within the period mentioned under the statute.




15. The information as required to be disclosed under Rule 14 of the

Companies (Prospectus and Allotment of Securities) Rules 2014, is as

follows:

Particulars of Offer : Offer of 1,00,00,000 Equity Shares of Rs. 10/- each

at a premium of Rs.8/- each aggregating to Rs.

Eighteen Crores. The shares so allotted shall be

ranked pari passu with the existing shares.

The objective of issue of shares is to meet its

working capital requirement and further

expansion plans.

Date of passing of Board

Resolution

: 27/02/2020

Kind of Securities Offered : Equity Shares of face value of Rs. 10/- each

Price of Securities : Rs. 18/- ie at a premium of Rs.8/share

Basis or justification for

the price (including

premium, if any) at which

the offer or invitation is

being made;

: As per the valuation report issued by the

Merchant Bankers

Name and address of

valuer who performed

valuation

: 1.Merchant Banker- Capital Square Advisors Pvt

Ltd

Address : 208, 2nd Floor, AARPEE Centre, MIDC

Road No.11, CTS 70, Andheri - East, Mumbai –

400093 (India)

Registration number : INM000012219

2. Registered Valuer - Bhavesh Mansukhbhai

Rathod




Address : A/101, Shelter CHSL, CSC Road, Opp

Shakti Nagar , Dahisar East, Mumbai , Maharashtra

– 400068

Registration number : IBBI/RV/06/2019/10708

Amount which the

company intends to raise

by way of such securities

: Rs. Eighteen Crores

Material terms of raising

such securities

: Offer of 1,00,00,000 Equity Shares of Rs. 10/- each

at a premium of Rs.8/- each aggregating to Rs.18/-

per share-. The shares so allotted shall be ranked

pari passu with the existing shares.

Proposed time schedule : The offer and allotment is proposed to be

completed within a period of 3 months from the

date of passing of special resolution by the

shareholders.

The Company shall complete the allotment of

Equity Shares on or before the expiry of 60 days

from the date of receipt of share application

money.

Purposes or objects of

offer

: The objective of issue of shares is to meet its

working capital requirement and further

expansion plans of the Company.

Contribution being made

by the promoters or

directors either as part of

the offer or separately in

furtherance of objects

: Promoters of the Company are not participating in

the proposed offer. The promoters of the Company

are highly committed towards achieving the

company’s objectives.

Principle terms of assets

charged as securities:

: Not Applicable

None of the Directors/ key managerial personnel and their relatives is in any way concerned or interested in the above referred Resolution except to the extent of their shareholding.




The Board of directors recommends the resolution as set out at Item No. 1 for the approval of members as a special resolution.

b) Item No.2

The proposed Special Resolution set out at Item No. 2 is an enabling resolution

authorizing the Board to offer, issue and allot options under employee stock

option plan.

The consent of the members is sought to authorize the Board to issue the equity

shares under the employee stock option plan as aforesaid. A draft of the GFL

Employee Stock Option Scheme 2020 (GFL ESOP 2020) along with its

supplementary documents are available at the registered office of the Company

for inspection by the members of the Company during the business hours.

GFL ESOP 2020 would be administered under the control and monitoring of the

Nomination and Remuneration Committee of the Board and under guidance

from the Board from time to time.

For accounting for the Employee Stock Options the Company will follow the

applicable Accounting Standards.

The grant of options as proposed in the Resolution amounts to 4.55 % of the

issued Capital (Post private placement and ESOP issues) of the Company.

None of the Directors, Managers, and other key managerial personnel, and their

relatives are concerned or interested in the aforementioned resolutions of the

Company, except to the extent of any option that may be offered or securities

that may be issued to them under the Scheme.

The additional information in terms of Chapter IV Companies (Share Capital and

Debenture) Rules, 2014

Sl. No Particulars Disclosures

1 The total number of

stock options to be

granted;

20,00,000

2 Identification of classes

of employees entitled to

participate in the

Present and future permanent

employees

including Managing Director or Whole




Employees Stock Option

Scheme;

time Directors of the Company including

its Subsidiary Companies, as may be

determined by the Nomination and

Remuneration Committee from time to

time subject to restrictions as my be

applicable as per Law.

3 The appraisal process for

determining the

eligibility of employees

to the Employees Stock

Option Scheme;

The process for determining the

eligibility of the employees will be

specified by the Nomination and

Remuneration Committee and will be

based on the performance of an

Employee as indicated by the annual

performance appraisal, minimum period

of service, the position and

responsibilities of an Employee, the

nature and value to the Company of his

services and accomplishments, his

present and potential contribution to the

success of the Company and such other

factors that the Committee may deem

relevant.

4 The requirements of

vesting and period of

vesting;

Vesting of the Options granted under the

GFL ESOP 2020 shall be at least one year

from the date of Grant and could be

different for different

Personnel/Individuals.

5 The maximum period

within which the options

shall be vested;

The Nomination Remuneration

Committee shall decide the maximum

period within which the options shall be

vested.

6 The exercise price or the

formula for arriving at

the same;

The Exercise price shall be the book

value of the Company, as on the date of

Grant.

7 The exercise period and The exercise period and process will be




process of exercise; as specified in the GFL ESOP 2020

8 The Lock-in period, if

any;

Nil

9 The maximum number of

options to be granted per

employee and in

aggregate;

The maximum number of options to be

granted shall be decided by the

Nomination and Remuneration

Committee

10 The method which the

company shall use to

value its options;

As per applicable Accounting Standards

and as decided by the NR Committee.

11. The conditions under

which option vested in

employees may lapse e.g.

In case of termination of

employment for

misconduct

The conditions under which the option

shall lapse is as specified in GFL ESOP

2020

12. The specified time period

within which the

employee shall exercise

the vested options in the

event of a proposed

termination of

employment or

resignation of employee

The time period for exercise shall be

determined by the Nomination and

Remuneration Committee.

13. A statement to the effect

that the company shall

comply with the

applicable accounting

standards.

The Company shall comply with the

disclosures and the accounting policies

as prescribed from time to time.




c) Item No.3

As per Rule 12 (4) (b) of the Companies (Share Capital and Debentures) Rules,

2019, a separate special resolution is required to be passed if the benefits of the

Scheme are to be extended to identified Employees, during any one year, equal to

or exceeding one per cent of the issued capital of the company at the time of

grant of option. Further, the Company may identify certain Employee/s to whom

it may be necessary to grant option exceeding one per cent in one year to ensure

continuity of their service with the Company. The resolution as set out in Item

No.2 provides that the Company may grant option equal to or exceeding one per

cent but not exceeding 5 percent in one year to identified Employee/s or

Director/s of the Company.

The draft copies of the Scheme are made available at the Registered Office of the

Company for inspection. Accordingly your Directors recommend the Special

Resolutions as set out in Item No. 3 of this notice in the best interests of the

Company.

None of the Directors of the Company are in any way concerned or interested, in

this resolution, except to the extent of any option that may be offered or

securities that may be issued to them under the Scheme.

Place: Kochi By Order of the Board Date: 24th March 2020 For Gosree Finance Ltd

Chairman

Documents

41/889-A3,Moopen Complex, NH Bypass Service Road,3. Mr. Santhosh Joseph Rs.2 Crores 1111111 Rs.10 Rs.11111110 4. Mr. Subhash Padmanabhan Rs.1 Crore 555555 Rs.10 Rs.5555550 Total Rs