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GSB Finance Ltd. Proxy Solicitation & Information Statement 2026

Jan 16, 2026

63955_rns_2026-01-16_b7bcba85-4382-4e9d-a9ff-9fae8898bf10.pdf

Proxy Solicitation & Information Statement

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GSB FINANCE LIMITED

CIN: L99999MH2001PLC134193 GSTIN: 27AACCG0914E1Z3

Registered Office: 201, 2nd Floor, Eco Space I.T. Park Building, Village Mogra, Old Nagardas Road, Andheri(E) Mumbai,(MH) – 400069

NOTICE OF POSTAL BALLOT

[ Pursuant to Section 110 of the Companies Act, 2013 (“Act”) read Rule 22 of the Companies (Management and Administration) Rules, 2014]

Dear Members,

Notice is hereby given that pursuant to the provisions of Section 110 and all other applicable provisions, if any, of the Companies Act, 2013 ( the “ Act ”), read together with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) (“ Rules ”), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “ SEBI Listing Regulations ”), General Circular Nos. 14/2020 dated April 08, 2020, 17/2020 dated April 13, 2020, 20/2020 dated May 05, 2020, 22/2020 dated June 15,2020, 33/2020 dated September 28, 2020, 39/2020 dated December 31, 2020, 10/2021 dated June 23, 2021, 20/2021 dated December 08, 2021, 3/2022 dated May 05, 2022, 11/2022 dated December 28, 2022, 9/2023 dated September 25, 2023 and 9/2024 dated September 19, 2024 issued by the Ministry of Corporate Affairs, Government of India (' MCA Circulars ') and any other applicable law, rules and regulations (including any statutory modification(s) or re- enactment(s) thereof, for the time being in force), the resolution set out below is proposed to be passed by the Members of GSB Finance Limited (“GFL” or the “Company”) by means of Postal Ballot/by way of remote e-voting (“ e-voting ”) process.

The proposed resolution and the Explanatory Statement pursuant to Section 102(1), 110 of the Act and any other applicable provisions of the Act, read with Rules framed thereunder; setting out the material facts and reasons thereof concerning the resolution mentioned in this Postal Ballot Notice (“ Notice ”), are annexed hereto.

In compliance with Regulation 44 of the SEBI Listing Regulations and pursuant to the provisions of Sections 108 and 110 of the Act read with the Rules framed thereunder and the MCA Circulars, the manner of voting on the proposed resolution is restricted only to e-voting i.e. by casting votes electronically instead of submitting postal ballot forms. The instructions for e- voting are appended to this Notice.

Pursuant to Rule 22(5) of the Rules, the Board of Directors of the Company has appointed M/s Ashita kaul & Associates, Practicing Company secretary , Thane, (Membership No. 6988 and Certificate of Practice No. 6529), as the Scrutinizer for conducting the postal ballot (e-voting process) in a fair and transparent manner.

Members are requested to carefully read the instructions provided in this Notice and record their assent (“ FOR ”) or dissent (“ AGAINST ”) on the proposed resolution through the e-voting process not later than 5:00 p.m. (IST) on Monday, February 16, 2026 , failing which it will be considered that no reply has been received from the Member.

The Company has engaged the services of MUFG Intime India Private Limited (hereinafter referred to as

Corporate Office : 301,2[nd] Floor, Eskay Plaza, Anand Talkies Road, Raipur (CG) 492001

Telephone: 0771-4210000 Email : [email protected] Website: [email protected]

GSB FINANCE LIMITED

CIN: L99999MH2001PLC134193 GSTIN: 27AACCG0914E1Z3

Registered Office: 201, 2nd Floor, Eco Space I.T. Park Building, Village Mogra, Old Nagardas Road, Andheri(E) Mumbai,(MH) – 400069

“ MIIPL ”) for facilitating e-voting to enable the Members to cast their votes electronically

Instead of dispatching postal ballot forms. In accordance with the MCA Circulars, the Company has made necessary arrangements with M/s. MUFG Intime India Private Limited, Registrar and Share Transfer Agent (“ RTA ”) to enable the Members to register their e-mail address. Those Members who have not yet registered their e-mail address are requested to register the same by following the procedure set out in this Notice. The postal ballot results will be submitted within 2 (Two) working days from conclusion of the e-voting period to the stock exchanges in accordance with the SEBI Listing Regulations.

The Scrutinizer will submit the results of the e-voting to the Chairman of the Company or Company Secretary or any other authorized officer(s) of the Company after completion of the scrutiny of the e-voting.

The results of the Postal Ballot along with the Scrutinizer's Report will also be displayed on the website of the Company at https://www.gsbgroup.co.in/ and shall also be displayed at the Registered Office of the Company while simultaneously being communicated to BSE Limited.

The proposed resolution, if approved, will be taken as having duly passed on the last date specified for e-voting by the requisite majority of Members by means of Postal Ballot, i.e. Monday , February 16, 2026.

Corporate Office : 301,2[nd] Floor, Eskay Plaza, Anand Talkies Road, Raipur (CG) 492001

Telephone: 0771-4210000 Email : [email protected] Website: [email protected]

GSB FINANCE LIMITED

CIN: L99999MH2001PLC134193 GSTIN: 27AACCG0914E1Z3

Registered Office: 201, 2nd Floor, Eco Space I.T. Park Building, Village Mogra, Old Nagardas Road, Andheri(E) Mumbai,(MH) – 400069

SPECIAL BUSINESS:

1. To adopt new set of Memorandum of Association (“MOA”) of the Company as per the Companies Act, 2013 subject to approval of shareholders of the Company.

To consider and if thought fit, to pass with or without modification(s) the following Resolution as a Special Resolution:

“RESOLVED THAT, in supersession of earlier resolutions passed by the Company, if any, pursuant to Section 13 and all other applicable provisions, if any, of the Companies Act, 2013, and the rules made thereunder (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), the existing Memorandum of Association of the Company be substituted with the new Memorandum of Association to make them in line with the provisions of the Companies Act, 2013.

RESOLVED FURTHER THAT, the Board of Directors of the Company be and are hereby authorized to take such steps as may be necessary for obtaining approvals, statutory, contractual or otherwise, in relation to the above and to settle all matters arising out of and incidental thereto and to execute all deeds, applications, documents and writings that may be required, on behalf of the Company and generally to do all such acts, deeds, matters and things and to give, from time to time, such directions as may be necessary, proper, expedient or incidental for the purpose of giving effect to this Resolution and to delegate all or any of the powers herein vested in the Board, to any Director(s) or Officer(s) of the Company as may be required to give effect to the above resolution .”

2. To adopt of new set of Articles of Association (“AOA”) of the Company as per the Companies Act, 2013 subject to approval of shareholders of the Company.

To consider and if thought fit, to pass with or without modification(s) the following Resolution as a Special Resolution:

“RESOLVED THAT, in supersession of earlier resolutions passed by the Company, if any, pursuant to Section 14 and all other applicable provisions, if any, of the Companies Act, 2013, and the rules made thereunder (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), the existing Articles of Association of the Company be substituted with the new Articles of Association to make them in line with the provisions of the Companies Act, 2013.

RESOLVED FURTHER THAT, the Board of Directors of the Company be and are hereby authorized to take such steps as may be necessary for obtaining approvals, statutory, contractual or otherwise, in relation to the above and to settle all matters arising out of and incidental thereto and to execute all deeds, applications, documents and writings that may be required, on behalf of the Company and generally to do all such acts, deeds, matters and things and to give, from time to time, such directions as may be necessary, proper, expedient or incidental for the purpose of giving effect to this Resolution and to delegate all or any of the powers herein vested in the Board, to any Director(s) or Officer(s) of the Company as may be required to give effect to the above resolution .”

Corporate Office : 301,2[nd] Floor, Eskay Plaza, Anand Talkies Road, Raipur (CG) 492001

Telephone: 0771-4210000 Email : [email protected] Website: [email protected]

GSB FINANCE LIMITED

CIN: L99999MH2001PLC134193 GSTIN: 27AACCG0914E1Z3

Registered Office: 201, 2nd Floor, Eco Space I.T. Park Building, Village Mogra, Old Nagardas Road, Andheri(E) Mumbai,(MH) – 400069

3. To consider regularization of Additional Director (Non-Executive, Non-Independent), Mr. Kshitij Agrawal (DIN: 03377355), by Appointing him as a Non-Executive, Non-Independent Director of the Company.

To consider and if thought fit, to pass with or without modification(s) the following Resolution as an Ordinary Resolution:

“RESOLVED THAT in accordance with Section 152 and other applicable provisions, if any, of the Companies Act, 2013 (the “Act”) and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and in accordance with the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended, Mr. Kshitij Agrawal (DIN: 03377355), who is eligible for appointment and has consented to act as a Director and who was appointed as an Additional Director by the Board of Directors on November 20, 2025 be and is hereby appointed as Director (Non-Executive, Non Independent) of the Company for a maximum period of five years and shall be liable to retire by rotation.

RESOLVED FURTHER THAT pursuant to the provisions of the Sections 196, 197, 203 of the Act and other applicable provisions, if any, Schedule V to the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, including any statutory modification(s) or reenactment(s) thereof for the time being in force, the consent of the Members be and is hereby accorded for the appointment and terms of the appointment including remuneration of Mr. Kshitij Agrawal (DIN: 03377355), as the Non-Executive Non-Independent director of the Company, the terms and conditions of appointment and remuneration as recommended by the Nomination and Remuneration Committee and approved by the Board of Directors and as mentioned in the explanatory statement.

RESOLVED FURTHER THAT any of the Directors or Company Secretary of the Company be and is hereby authorized severally to do all such acts, deeds, things and matters (including signing and filing e-forms with the Registrar of Companies) and execute all such documents, instruments and writings as may be required or considered necessary or incidental thereto to give effect to this resolution .”

4. To consider and approve the regularization of Mr. Vivek Kumar Singhal (DIN: 01962224) (Executive, Non-Independent), by Appointing him as the Executive, Non-Independent, Managing Director of the Company.

To consider and if thought fit, to pass with or without modification(s) the following Resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 196, 197, 203 and other applicable provisions, if any, read with Schedule V of the Companies Act, 2013 and Rules framed thereunder (the ‘Act’) and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations, 2015’) (including any statutory modification(s) or re- Corporate Office : 301,2[nd] Floor, Eskay Plaza, Anand Talkies Road, Raipur (CG) 492001

Telephone: 0771-4210000 Email : [email protected] Website: [email protected]

GSB FINANCE LIMITED

CIN: L99999MH2001PLC134193 GSTIN: 27AACCG0914E1Z3

Registered Office: 201, 2nd Floor, Eco Space I.T. Park Building, Village Mogra, Old Nagardas Road, Andheri(E) Mumbai,(MH) – 400069

enactment(s) thereof for the time being in force), read with the Articles of Association of the Company, and subject to the necessary approvals and on the recommendation of the Nomination and Remuneration Committee and approval of the Board of Directors, Mr. Vivek Kumar Singhal (DIN: 01962224), be and is hereby appointed as the Managing Director of the Company for a term of 5 (Five) years, on such terms and conditions including remuneration as set out in the Explanatory Statement annexed to the Notice, with the power to the Board of Directors (hereinafter referred to as ‘the Board’ which term shall include the Nomination and Remuneration Committee of the Board) to alter and vary the terms and conditions of the said appointment and / or remuneration as it deemed fit, within the maximum limits of remuneration approved by the members of the Company.

RESOLVED FURTHER THAT any of the Directors or Company Secretary of the Company be and is hereby authorized severally to do all such acts, deeds, things and matters (including signing and filing e-forms with the Registrar of Companies) and execute all such documents, instruments and writings as may be required or considered necessary or incidental thereto to give effect to this resolution .”

5. To consider and approve the regularization of Additional Director (Non-Executive, Independent), Mr. Hari Chand Mittal (DIN: 08797386), by appointing him as a Non-Executive Independent Director.

  • To consider and if thought fit, to pass with or without modification(s) the following Resolution as a Special Resolution:

“RESOLVED THAT in accordance with the provisions of Sections 149, 150, 152 and 161 read with Schedule IV and other applicable provisions of the Companies Act, 2013 (“the Act”) and the Companies (Appointment and Qualifications of Directors) Rules, 2014 and all other applicable rules made under the Companies Act, 2013 (including any statutory modification(s) or re-enactment thereof for the time being in force) and the Articles of Association of the Company and the 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(s) thereof, for the time being in force) and as recommended by Nomination and Remuneration Committee and approved by Board of Directors, Mr. Hari Chand Mittal (DIN: 08797386), who was appointed as an Additional Director (Non-Executive, Independent) w.e.f. 20[th] November 2025 and who has consented and has submitted a declaration that he meets the criteria for independence as provided in the Companies Act, 2013 and Listing Regulations, be and is hereby appointed as a Non-Executive Independent Director of the Company, not liable to retire by rotation, for a consecutive period of 5 (five) years.

RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, any Director or Company Secretary of the Company be and is hereby authorised to do all such acts, deeds, matters and things as may be deemed necessary, and take such further steps in this regard, as may be considered desirable or expedient by the Board.

Corporate Office : 301,2[nd] Floor, Eskay Plaza, Anand Talkies Road, Raipur (CG) 492001

Telephone: 0771-4210000 Email : [email protected] Website: [email protected]

GSB FINANCE LIMITED

CIN: L99999MH2001PLC134193 GSTIN: 27AACCG0914E1Z3

Registered Office: 201, 2nd Floor, Eco Space I.T. Park Building, Village Mogra, Old Nagardas Road, Andheri(E) Mumbai,(MH) – 400069

6. To consider and approve the regularization of Additional Director (Non-Executive, Independent), Ms. Sweta Pareek (DIN: 11367022), by appointing her as a Non-Executive Independent Director.

To consider and if thought fit, to pass with or without modification(s) the following Resolution as a Special Resolution:

“RESOLVED THAT in accordance with the provisions of Sections 149, 150, 152 and 161 read with Schedule IV and other applicable provisions of the Companies Act, 2013 (“the Act”) and the Companies (Appointment and Qualifications of Directors) Rules, 2014 and all other applicable rules made under the Companies Act, 2013 (including any statutory modification(s) or re-enactment thereof for the time being in force) and the Articles of Association of the Company and the 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(s) thereof, for the time being in force) and as recommended by Nomination and Remuneration Committee and approved by Board of Directors, Ms. Sweta Pareek (DIN: 11367022), who was appointed as an Additional Director (Non-Executive, Independent) w.e.f. 20[th] November 2025 and who has consented and has submitted a declaration that she meets the criteria for independence as provided in the Companies Act, 2013 and Listing Regulations, be and is hereby appointed as a Non-Executive Independent Director of the Company, not liable to retire by rotation, for a consecutive period of 5 (five) years.

RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, any Director or Company Secretary of the Company be and is hereby authorised to do all such acts, deeds, matters and things as may be deemed necessary, and take such further steps in this regard, as may be considered desirable or expedient by the Board.

By Order of the Board of Directors of GSB Finance Limited

Sd/-

_______ Payal Jain Company Secretary & Compliance Officer Membership Number: A73458

Corporate Office : 301,2[nd] Floor, Eskay Plaza, Anand Talkies Road, Raipur (CG) 492001

Telephone: 0771-4210000 Email : [email protected] Website: [email protected]

GSB FINANCE LIMITED

CIN: L99999MH2001PLC134193

GSTIN: 27AACCG0914E1Z3

Registered Office: 201, 2nd Floor, Eco Space I.T. Park Building, Village Mogra, Old Nagardas Road, Andheri(E) Mumbai,(MH) – 400069

NOTES:

  1. The Explanatory Statement pursuant to Section 102 read with Section 110 and other applicable provisions, if any of the Act read with the rules framed thereunder concerning the resolution as set out in the postal ballot notice is annexed hereto and forms part of this Notice.

  2. In terms of Section 110 of the Companies Act, 2013 read with Rule 22 of Companies (Management and Administration) Rules, 2014, the business set out in the notice above is sought to be passed by postal ballot.

  3. In accordance with the MCA Circulars and the SEBI Listing Regulations, the Postal Ballot Notice is being sent only by email to those members who have registered their email address with their Depository Participant(s) (“ DPs ”) or with RTA and whose names appear in the Register of Members/ List of Beneficial Owners as received from Depositories i.e. National Securities Depository Limited (“ NSDL ”) / Central Depository Services (India) Limited (“ CDSL ”) as on Friday, January 09, 2026 (“ Cut-off Date ”) in accordance with the provisions of the Companies Act, 2013, read with Rules made thereunder and MCA Circulars. In accordance with the aforesaid MCA Circulars, 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. A person who is not a member as on the Cut-Off Date or who becomes a member of the Company after the Cut-Off Date should treat this Notice for information purposes only.

  4. In terms of Sections 108, 110 and other applicable provisions of the Companies Act, 2013, as amended, read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 and in compliance with Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as the “ SEBI Listing Regulations ”) and SS -2 issued by the Institute of Company Secretaries of India on General Meeting, as amended from time to time, the Company is pleased to offer remote e- voting facility to all the members of the Company to cast their votes electronically. The Company has appointed LIIPL for facilitating e-voting to enable the members to cast their votes electronically (hereinafter referred to as the “ Remote e-voting ”). The instructions for e-voting are provided as part of this Notice.

  5. The Notice of Postal Ballot is also placed on the website of the Company i.e. https://www.gsbgroup.co.in/, and the website of MUFG Intime India Private Limited: www.linkintime.co.in.

  6. The Instructions and other information relating to e-voting are as under:

As per the SEBI circular dated December 9, 2020, individual shareholders holding securities in demat mode can register directly with the depository or will have the option of accessing various ESP portals directly from their demat accounts.

Corporate Office : 301,2[nd] Floor, Eskay Plaza, Anand Talkies Road, Raipur (CG) 492001

Telephone: 0771-4210000 Email : [email protected] Website: [email protected]

GSB FINANCE LIMITED

CIN: L99999MH2001PLC134193 GSTIN: 27AACCG0914E1Z3

Registered Office: 201, 2nd Floor, Eco Space I.T. Park Building, Village Mogra, Old Nagardas Road, Andheri(E) Mumbai,(MH) – 400069

  1. A Member cannot exercise his / her vote by proxy on Postal Ballot.

  2. Resolutions passed by Members with requisite majority, through Postal Ballot shall be deemed to have been passed at a General Meeting of Members convened on that behalf.

Corporate Office : 301,2[nd] Floor, Eskay Plaza, Anand Talkies Road, Raipur (CG) 492001

Telephone: 0771-4210000 Email : [email protected] Website: [email protected]

REMOTE EVOTING INSTRUCTIONS:

In terms of SEBI circular no. SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024, 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 Id correctly in their demat accounts to access remote e-Voting facility.

Login method for Individual shareholders holding securities in demat mode:

Individual Shareholders holding securities in demat mode with NSDL

METHOD 1 - NSDL OTP based login

  • a) Visit URL: https://eservices.nsdl.com/SecureWeb/evoting/evotinglogin.jsp

  • b) Enter your 8 - character DP ID, 8 - digit Client Id, PAN, Verification code and generate OTP.

  • c) Enter the OTP received on your registered email ID/ mobile number and click on login.

  • d) Post successful authentication, you will be re-directed to NSDL depository website wherein you will be able to see e-Voting services under Value added services. Click on “Access to e-Voting” under e-Voting services.

  • e) Click on “MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.

METHOD 2 - NSDL IDeAS facility

Shareholders registered for IDeAS facility:

  • a) Visit URL: https://eservices.nsdl.com and click on “Beneficial Owner” icon under “IDeAS Login Section”.

  • b) Enter IDeAS User ID, Password, Verification code & click on “Log-in”.

  • c) Post successful authentication, you will be able to see e-Voting services under Value added services section. Click on “Access to e-Voting” under e-Voting services.

  • d) Click on “MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.

Shareholders not registered for IDeAS facility:

  • a) To register, visit URL: https://eservices.nsdl.com and select “Register Online for IDeAS Portal” or click on https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp

  • b) Enter 8-character DP ID, 8-digit Client ID, Mobile no, Verification code & click on “Submit”.

  • c) Enter the last 4 digits of your bank account / generate ‘OTP’

  • d) Post successful registration, user will be provided with Login ID and password.

  • e) Follow steps given above in points (a-d).

==> picture [298 x 46] intentionally omitted <==

METHOD 3 - NSDL e-voting website

  • a) Visit URL: https://www.evoting.nsdl.com

  • b) Click on the “Login” tab available under ‘Shareholder/Member’ section.

GSB FINANCE LIMITED

CIN: L99999MH2001PLC134193

GSTIN: 27AACCG0914E1Z3

Registered Office: 201, 2nd Floor, Eco Space I.T. Park Building, Village Mogra, Old Nagardas Road, Andheri(E) Mumbai,(MH) – 400069

  • c) Enter User ID (i.e., your 16-digit demat account no. held with NSDL), Password/OTP and a Verification Code as shown on the screen & click on “Login”.

  • d) Post successful authentication, you will be re-directed to NSDL depository website wherein you will be able to see e-Voting services under Value added services. Click on “Access to e-Voting” under e-Voting services.

  • e) Click on “MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.

Individual Shareholders holding securities in demat mode with CDSL

METHOD 1 - CDSL e-voting page

  • a) Visit URL: https://www.cdslindia.com.

  • b) Go to e-voting tab.

  • c) Enter 16-digit Demat Account Number (BO ID) and PAN No. and click on “Submit”.

  • d) System will authenticate the user by sending OTP on registered Mobile and Email as recorded in Demat Account

  • e) Post successful authentication, user will be able to see e-voting option. The evoting option will have links of e-voting service providers i.e., MUFG InTime. Click on “MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.

METHOD 2 - CDSL Easi/ Easiest facility:

Shareholders registered for Easi/ Easiest facility:

  • a) Visit URL: https://web.cdslindia.com/myeasitoken/Home/Login or Visit URL: www.cdslindia.com, click on “Login” and select “My Easi New (Token)”.

  • b) Enter existing username, Password & click on “Login”.

  • c) Post successful authentication, user will be able to see e-voting option. The evoting option will have links of e-voting service providers i.e., MUFG InTime. Click on “MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.

Shareholders not registered for Easi/ Easiest facility:

  • a) To register, visit URL: https://web.cdslindia.com/myeasitoken/Home/EasiRegistration / https://web.cdslindia.com/myeasitoken/Home/EasiestRegistration.

  • b) Proceed with updating the required fields for registration.

  • c) Post successful registration, user will be provided username and password on the registered email id. Follow steps given above in points (a-c).

Individual Shareholders holding securities in demat mode with Depository Participant

Individual shareholders can also login using the login credentials of your demat account through your depository participant registered with NSDL / CDSL for e-voting facility.

  • a) Login to DP website

  • b) After Successful login, user shall navigate through “e-voting” option.

Corporate Office : 301,2[nd] Floor, Eskay Plaza, Anand Talkies Road, Raipur (CG) 492001

Telephone: 0771-4210000 Email : [email protected] Website: [email protected]

GSB FINANCE LIMITED

CIN: L99999MH2001PLC134193 GSTIN: 27AACCG0914E1Z3

Registered Office: 201, 2nd Floor, Eco Space I.T. Park Building, Village Mogra, Old Nagardas Road, Andheri(E) Mumbai,(MH) – 400069

  • c) Click on e-voting option, user will be redirected to NSDL / CDSL Depository website after successful authentication, wherein user can see e-voting feature.

  • d) Post successful authentication, click on “MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.

Login method for shareholders holding securities in physical mode / Non-Individual Shareholders holding securities in demat mode.

Shareholders holding shares in physical mode / Non-Individual Shareholders holding securities in demat mode as on the cut-off date for e-voting may register and vote on InstaVote as under:

STEP 1: LOGIN / SIGNUP on InstaVote

Shareholders registered for INSTAVOTE facility:

  • a) Visit URL: https://instavote.linkintime.co.in & click on “Login” under ‘SHARE HOLDER’ tab.

  • b) Enter details as under:

  • User ID: Enter User ID

  • Password: Enter existing Password

  • Enter Image Verification (CAPTCHA) Code

  • Click “Submit”.

(Home page of e-voting will open. Follow the

==> picture [250 x 64] intentionally omitted <==

process given under "Steps to cast vote for Resolutions”)

Shareholders not registered for INSTAVOTE facility:

  • a) Visit URL: https://instavote.linkintime.co.in & click on “Sign Up” under ‘SHARE HOLDER’ tab & register with details as under:

  • User ID: Enter User ID

  • PAN: Enter your 10-digit Permanent Account Number (PAN) (Shareholders who have not updated their PAN with the Depository Participant (DP)/ Company shall use the sequence number provided to you, if applicable.

==> picture [250 x 64] intentionally omitted <==

  1. DOB/DOI: Enter the Date of Birth (DOB) / Date of Incorporation (DOI) (As recorded with your DP/Company - in DD/MM/YYYY format)

  2. Bank Account Number: Enter your Bank Account Number (last four digits), as recorded with your DP/Company.

  3. Shareholders, holding shares in NSDL form , shall provide ‘point 4’ above.

  4. Shareholders, holding shares in CDSL form , shall provide ‘point 3’ or ‘point 4’ above.

  5. Shareholders, holding shares in physical form but have not recorded ‘point 3’ and ‘point 4’, shall provide their Folio number in ‘point 4’ above

  6. Set the password of your choice.

  7. (The password should contain minimum 8 characters, at least one special Character (!#$&*), at least one numeral, at least one alphabet and at least one capital letter).

  8. Enter Image Verification (CAPTCHA) Code.

  9. Click “Submit” (You have now registered on InstaVote).

Corporate Office : 301,2[nd] Floor, Eskay Plaza, Anand Talkies Road, Raipur (CG) 492001

Telephone: 0771-4210000 Email : [email protected] Website: [email protected]

GSB FINANCE LIMITED

CIN: L99999MH2001PLC134193 GSTIN: 27AACCG0914E1Z3

Registered Office: 201, 2nd Floor, Eco Space I.T. Park Building, Village Mogra, Old Nagardas Road, Andheri(E) Mumbai,(MH) – 400069

Post successful registration, click on “Login” under ‘SHARE HOLDER’ tab & follow steps given above in points (a-b).

STEP 2: Steps to cast vote for Resolutions through InstaVote

  • A. Post successful authentication and redirection to InstaVote inbox page, you will be able to see the “Notification for e-voting”.

  • B. Select ‘View’ icon. E-voting page will appear.

  • C. Refer the Resolution description and cast your vote by selecting your desired option ‘Favour / Against’ (If you wish to view the entire Resolution details, click on the ‘View Resolution’ file link).

  • D. After selecting the desired option i.e. Favour / Against, click on ‘Submit’.

  • E. A confirmation box will be displayed. If you wish to confirm your vote, click on ‘Yes’, else to change your vote, click on ‘No’ and accordingly modify your vote.

NOTE: Shareholders may click on “Vote as per Proxy Advisor’s Recommendation” option and view proxy advisor recommendations for each resolution before casting vote. “Vote as per Proxy Advisor’s Recommendation” option provides access to expert insights during the e-Voting process. Shareholders may modify their vote before final submission.

Once you cast your vote on the resolution, you will not be allowed to modify or change it subsequently.

Non-Individual Body corporate shareholders shall send a scanned copy of the board resolution authorising its representative to vote, to the scrutinizer at registered email address with a copy marked to RTA at [email protected] and the company at registered email address.

Guidelines for Institutional shareholders (“Custodian / Corporate Body/ Mutual Fund”)

STEP 1 – Custodian / Corporate Body/ Mutual Fund Registration

  • A. Visit URL: https://instavote.linkintime.co.in

  • B. Click on “Sign Up” under “Custodian / Corporate Body/ Mutual Fund”

  • C. Fill up your entity details and submit the form.

  • D. A declaration form and organization ID is generated and sent to the Primary contact person email ID (which is filled at the time of sign up). The said form is to be signed by the Authorised Signatory, Director, Company Secretary of the entity & stamped and sent to [email protected].

  • E. Thereafter, Login credentials (User ID; Organisation ID; Password) is sent to Primary contact person’s email ID. (You have now registered on InstaVote)

STEP 2 – Investor Mapping

  • A. Visit URL: https://instavote.linkintime.co.in and login with InstaVote Login credentials.

  • B. Click on “Investor Mapping” tab under the Menu section

  • C. Map the Investor with the following details:

  • 1) ‘Investor ID’ – Investor ID for NSDL demat account is 8 Character DP ID followed by 8 Digit Client ID i.e., IN00000012345678; Investor ID for CDSL demat account is 16 Digit Beneficiary ID.

  • 2) ‘Investor’s Name - Enter Investor’s Name as updated with DP.

  • 3) ‘Investor PAN’ - Enter your 10-digit PAN.

Corporate Office : 301,2[nd] Floor, Eskay Plaza, Anand Talkies Road, Raipur (CG) 492001

Telephone: 0771-4210000 Email : [email protected] Website: [email protected]

GSB FINANCE LIMITED

CIN: L99999MH2001PLC134193 GSTIN: 27AACCG0914E1Z3

Registered Office: 201, 2nd Floor, Eco Space I.T. Park Building, Village Mogra, Old Nagardas Road, Andheri(E) Mumbai,(MH) – 400069

  • 4) ‘Power of Attorney’ - Attach Board resolution or Power of Attorney.

NOTE: File Name for the Board resolution/ Power of Attorney shall be – DP ID and Client ID or 16 Digit Beneficiary ID.

Further, Custodians and Mutual Funds shall also upload specimen signatures.

  • D. Click on Submit button. (The investor is now mapped with the Custodian / Corporate Body/ Mutual Fund Entity). The same can be viewed under the “Report section”.

STEP 3 – Steps to cast vote for Resolutions through InstaVote

The corporate shareholder can vote by two methods, during the remote e-voting period.

METHOD 1 - VOTES ENTRY

  • a) Visit URL: https://instavote.linkintime.co.in and login with InstaVote Login credentials.

  • b) Click on “Votes Entry” tab under the Menu section.

  • c) Enter the “Event No.” for which you want to cast vote. Event No. can be viewed on the home page of InstaVote under “On-going Events”.

  • d) Enter “16-digit Demat Account No.”.

  • e) Refer the Resolution description and cast your vote by selecting your desired option ‘Favour / Against’ (If you wish to view the entire Resolution details, click on the ‘View Resolution’ file link). After selecting the desired option i.e. Favour / Against, click on ‘Submit’.

  • f) A confirmation box will be displayed. If you wish to confirm your vote, click on ‘Yes’, else to change your vote, click on ‘No’ and accordingly modify your vote.

(Once you cast your vote on the resolution, you will not be allowed to modify or change it subsequently).

METHOD 2 - VOTES UPLOAD

  • a) Visit URL: https://instavote.linkintime.co.in and login with InstaVote Login credentials.

  • b) After successful login, you will see “Notification for e-voting”.

  • c) Select “View” icon for “Company’s Name / Event number”.

  • d) E-voting page will appear.

  • e) Download sample vote file from “Download Sample Vote File” tab.

  • f) Cast your vote by selecting your desired option 'Favour / Against' in the sample vote file and upload the same under “Upload Vote File” option.

  • g) Click on ‘Submit’. ‘Data uploaded successfully’ message will be displayed. (Once you cast your vote on the resolution, you will not be allowed to modify or change it subsequently).

NOTE: Non-Individual Body corporate shareholders shall send a scanned copy of the board resolution authorising its representative to vote, to the scrutinizer at registered email address with a copy marked to RTA at [email protected] and the company at registered email address.

HELPDESK:

Shareholders holding securities in physical mode / Non-Individual Shareholders holding securities in demat mode:

Shareholders holding securities in physical mode / Non-Individual Shareholders holding securities in demat Corporate Office : 301,2[nd] Floor, Eskay Plaza, Anand Talkies Road, Raipur (CG) 492001

Telephone: 0771-4210000

Email : [email protected] Website: [email protected]

GSB FINANCE LIMITED

CIN: L99999MH2001PLC134193 GSTIN: 27AACCG0914E1Z3

Registered Office: 201, 2nd Floor, Eco Space I.T. Park Building, Village Mogra, Old Nagardas Road, Andheri(E) Mumbai,(MH) – 400069

mode facing any technical issue in login may contact INSTAVOTE helpdesk by sending a request at [email protected] or contact on: - Tel: 022 – 4918 6000.

Individual Shareholders holding securities in demat mode:

Individual Shareholders holding securities in demat mode may contact the respective helpdesk for any technical issues related to login through Depository i.e., NSDL and CDSL.

Login type Helpdesk details
Individual Shareholders holding
securities in demat mode with
NSDL		 Members facing any technical issue in login can contact NSDL helpdesk by
sending request [email protected] call at: 022 - 4886 7000
Individual Shareholders holding
securities in demat mode with
CDSL		 Members facing any technical issue in login can contact CDSL helpdesk by
sending request [email protected] contact at toll free no.
1800 22 55 33

Forgot Password:

Individual Shareholders holding securities in physical mode / Non-Individual Shareholders holding securities in demat mode:

Individual Shareholders holding securities in physical mode / Non-Individual Shareholders holding securities in demat mode have forgotten the USER ID [Login ID] or Password or both then the shareholder can use the “Forgot Password” option available on: https://instavote.linkintime.co.in  Click on “Login” under ‘SHARE HOLDER’ tab.  Further Click on “forgot password?”  Enter User ID, select Mode and Enter Image Verification code (CAPTCHA).  Click on “SUBMIT”.

In case Custodian / Corporate Body/ Mutual Fund has forgotten the USER ID [Login ID] or Password or both then the shareholder can use the “Forgot Password” option available on: https://instavote.linkintime.co.in

  • Click on ‘Login’ under “Custodian / Corporate Body/ Mutual Fund” tab

  • Further Click on “forgot password?”

  • Enter User ID, Organization ID and Enter Image Verification code (CAPTCHA).

  • Click on “SUBMIT”.

In case shareholders have a valid email address, Password will be sent to his / her registered e-mail address. Shareholders can set the password of his/her choice by providing information about the particulars of the Security Question and Answer, PAN, DOB/DOI etc. The password should contain a minimum of 8 characters, at least one special character (!#$&*), at least one numeral, at least one alphabet and at least one capital letter.

Individual Shareholders holding securities in demat mode with NSDL/ CDSL has forgotten the password:

Individual Shareholders holding securities in demat mode have forgotten the USER ID [Login ID] or Password or both, then the Shareholders are advised to use Forget User ID and Forget Password option available at above mentioned depository/ depository participants website.

General Instructions - Shareholders

Corporate Office : 301,2[nd] Floor, Eskay Plaza, Anand Talkies Road, Raipur (CG) 492001

Telephone: 0771-4210000 Email : [email protected] Website: [email protected]

GSB FINANCE LIMITED

CIN: L99999MH2001PLC134193 GSTIN: 27AACCG0914E1Z3

Registered Office: 201, 2nd Floor, Eco Space I.T. Park Building, Village Mogra, Old Nagardas Road, Andheri(E) Mumbai,(MH) – 400069

  • It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

  • For shareholders/ members holding shares in physical form, the details can be used only for voting on the resolutions contained in this Notice.

  • During the voting period, shareholders/ members can login any number of time till they have voted on the resolution(s) for a particular “Event”.

Corporate Office : 301,2[nd] Floor, Eskay Plaza, Anand Talkies Road, Raipur (CG) 492001

Telephone: 0771-4210000 Email : [email protected] Website: [email protected]

GSB FINANCE LIMITED

CIN: L99999MH2001PLC134193 GSTIN: 27AACCG0914E1Z3

Registered Office: 201, 2nd Floor, Eco Space I.T. Park Building, Village Mogra, Old Nagardas Road, Andheri(E) Mumbai,(MH) – 400069

  1. The e-voting period commences on Saturday, January 17, 2026 at 9:00 A.M . and ends on Monday, February 16, 2026 at 5:00 P.M . The remote e-voting module shall be disabled for voting thereafter. During this period, the members of the Company holding shares, as on the cut-off date, being Friday, January 09, 2026 , may cast their vote by electronic means in the manner and process set out hereinabove. Once the vote on a resolution is cast by the member, the member shall not be allowed to change it subsequently.

  2. The voting rights of the members shall be in proportion to their shares in the total paid-up equity share capital of the Company, as on Friday, January 09, 2026.

  3. The Scrutinizer will submit the results to the Chairman or any authorised person of the Company after completion of the scrutiny of the e-voting, and the results of the voting by Postal Ballot will be announced on or before Wednesday, February 18, 2026 at the Registered Office of the Company.

  4. The result of the Postal Ballot along with the Scrutinizer’s Report will also be displayed on the Company’s website https://www.gsbgroup.co.in/, and also on the website of MUFG Intime India Private Limited and shall be communicated to the Stock Exchanges where the Company’s shares are listed. The result of the Postal Ballot will also be displayed at the Registered Office of the Company.

  5. Resolution passed by the Members through postal ballot is deemed to have been passed as if the same has been passed at a General Meeting of the Members.

Contact Details:

Contact Details:
Company : GSB Finance Limited
Regd. Office: 201, 2ndFloor, Eco Space I.T. Park Building, Village Mogra,
Old Nagardas Road, Andheri (E), Mumbai – 400069.
CIN: L99999MH2001PLC134193
E-mail IDs: [email protected]
Registrar and : MUFG Intime India Private Limited
Transfer C-101, 247 Park, L.B.S Marg, Vikhroli West, Mumbai
Agent 400083
E-mail ID: [email protected]
Tel No.: +91 22 4918 6270
e-Voting : MUFG Intime India Private Limited
Agency C-101, 247 Park, L.B.S Marg, Vikhroli West, Mumbai
400083
E-mail ID: [email protected]
Tel No.: +91 22 4918 6270
Scrutinizer : CS Ashita Kaul
Practising Company Secretary
E-mail ID:
[email protected]

Encl.: As Above

Corporate Office : 301,2[nd] Floor, Eskay Plaza, Anand Talkies Road, Raipur (CG) 492001

Telephone: 0771-4210000 Email : [email protected] Website: [email protected]

GSB FINANCE LIMITED

CIN: L99999MH2001PLC134193 GSTIN: 27AACCG0914E1Z3

Registered Office: 201, 2nd Floor, Eco Space I.T. Park Building, Village Mogra, Old Nagardas Road, Andheri(E) Mumbai,(MH) – 400069

ANNEXURE TO NOTICE

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

Item No. 1 & 2:

Amendments to the Memorandum and Articles of Association in brief:

The Existing Memorandum of Association (“MOA”) and Articles of Association (“AOA”) of the Company is based on erstwhile Companies Act, 1956. The alteration of MOA and AOA is necessary to align the existing MOA and AOA with the Companies Act, 2013 (“Act”).

The Board of Directors, at its meeting held on 16[th] January 2026, approved the proposal for adoption of new set of MOA and AOA according to the Companies Act 2013, subject to approval of the Members of the Company by way of a Special Resolution through Postal Ballot and subject to such approvals, consents, and permissions as may be required from the Registrar of Companies and/or other statutory or regulatory authorities.

Pursuant to the provisions of Section 13, 14 of the Companies Act, 2013 and the rules made thereunder, and Regulation 44 of the SEBI (LODR) Regulations, 2015, the consent of the Members is sought by way of a Special Resolution for adoption of the Memorandum of Association and Articles of the Association of the Company.

A copy of the draft amended Memorandum of Association and Articles of Association, incorporating the proposed changes, is available for inspection by the Members at the registered office of the Company during business hours on working days and is also available on the website of the Company. The same shall remain available for inspection up to the last date of remote e-voting.

The alteration shall become effective upon registration of the Special Resolution with the Registrar of Companies.

None of the Directors, Key Managerial Personnel of the Company, or their respective relatives is concerned or interested, financially or otherwise, in the proposed resolution, except to the extent of their shareholding, if any, in the Company.

Item No. 3, 4, 5 & 6:

Consequent to the Approval of takeover by the Sectoral Regulator i.e. Reserve Bank of India (“RBI”) vide letter dated September 12, 2025 as intimated by the Company to the Stock Exchange i.e. BSE Limited on the same day, Mr. Vivek Kumar Singhal, Mr. Kshitij Agrawal, M/s. Nivesh Mandi Private Limited, M/s. Stock Mandi (hereinafter collectively referred to as “Acquirers”) gave effect to such approval by subsequently acquiring the shares from the selling shareholder promoters of the Company being Mr. Ramakant Sagarmal Biyani, Ms. Neelam Ramakant Biyani and M/s. GSB Securities Private Limited.

Thereafter the new promoters assumed the full control of the Company at their Board meeting dated November 20, 2025, wherein Mr. Kshitij Agrawal (DIN: 03377355), Mr. Vivek Kumar Singhal (DIN: 01962224), Mr. Hari Chand Mittal (DIN: 08797386) and Ms. Sweta Pareek (DIN: 11367022) were appointed on the Board of Directors of GSB Finance Limited and subsequently the old management resigned from their good office.

Pursuant to Regulation 17 (1C) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the persons appointed on the Board of a Listed Entity shall be approved by the members of the Company at its next General Meeting of within 3 months from the date of appointed, whichever is earlier, hence the aforementioned Directors are proposed to be appointed on the

Corporate Office : 301,2[nd] Floor, Eskay Plaza, Anand Talkies Road, Raipur (CG) 492001

Telephone: 0771-4210000 Email : [email protected] Website: [email protected]

GSB FINANCE LIMITED

CIN: L99999MH2001PLC134193 GSTIN: 27AACCG0914E1Z3

Registered Office: 201, 2nd Floor, Eco Space I.T. Park Building, Village Mogra, Old Nagardas Road, Andheri(E) Mumbai,(MH) – 400069

Board of the Company subject to the approval of the members of the Company through Postal Ballot.

Hence In accordance with the provisions of Section 149, 150, 152, 160 and 161 read with Schedule IV and other applicable provisions of the Companies Act, 2013 (“the Act”) and the Companies (Appointment and Qualifications of Directors) Rules, 2014 and the Articles of Association of the Company and the applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and as recommended by the Nomination and Remuneration Committee and approved by the Board of Directors at their respective meetings held on 20[th] November 2025, all the Directors have been appointed as the Additional Director, for a period of 5 (five) years subject to regularization by shareholders through Postal Ballot.

None of the Directors, Key Managerial Personnel of the Company, or their respective relatives is concerned or interested, financially or otherwise, in the proposed resolution, except to the extent of their shareholding, if any, in the Company.

Regd. Office:

201, 2[nd] Floor, Eco Space I.T. Park Building, Village Mogra, Old Nagardas Road Andheri (E), Mumbai – 400069. CIN: L99999MH2001PLC134193 Date: January 16, 2026

By order of the Board For GSB Finance Limited

SD/Payal Jain Company Secretary and Compliance Officer Membership No: A73458 Place: Mumbai

Corporate Office : 301,2[nd] Floor, Eskay Plaza, Anand Talkies Road, Raipur (CG) 492001

Telephone: 0771-4210000 Email : [email protected] Website: [email protected]

GSB FINANCE LIMITED

CIN: L99999MH2001PLC134193 GSTIN: 27AACCG0914E1Z3

Registered Office: 201, 2nd Floor, Eco Space I.T. Park Building, Village Mogra, Old Nagardas Road, Andheri(E) Mumbai,(MH) – 400069

Pursuant to Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) – Regulations, 2015 and Secretarial Standard 2 on General Meetings:

Details of the Director seeking appointment Details of the Director seeking appointment
Name of Director Mr. KshitijAgrawal
Director
Identification
Number
(DIN)		 03377355
Date of Birth 14/06/1979
Date of First Appointment on Board November 20, 2025
Terms
and
conditions
of
appointment		 As per the Resolution set out in Item No. 3 of this Notice
Qualifications/brief profile Mr. Kshitij Agrawal holds degree in Masters in Computer Science and
has worked as a Manager in a NCDX Broker Company
Date of appointment February 16, 2026
Reason for Change viz. Appointment Pursuant to the change in control of the company and the resultant
change in management of the Company as approved by the Reserve
Bank of India
Affirmation that the Director being
appointed is not debarred from
holding the office of the Director by
virtue of any order of SEBI or any
other such authority.		 We affirm that Mr. Kshitij Agrawal is not debarred from holding the
office of Director by virtue of any order of SEBI or any other such
authority.
Nomination and Remuneration Committee and the Board of
Directors of the Company has also verified that Mr. Kshitij Agrawal is
not debarred from holding the office of Director pursuant to any SEBI
order.
Expertise in Specific Functional Area Commercegraduate with experience in financial market
Experience With over 18 years of working experience in financial markets, he is
an astute investor, and is having an extensive experience in trading
& investingin various segments of the market
Directorship in other companies
(excluding this listed entity)		 1. Algoma Energy and Safe Buildcon Private Limited
2. Commodity Mandi Private Limited
3. Stock Mandi Private Limited
4. AVP Finvest Private Limited
5. Nivesh Mandi Private Limited
6. Aakhya Real Estate Private Limited
7. IT Mandi India Private Limited
8. Placebo Charitable Foundation
9. Bulsona Tradelink Private Limited
10. Ashvath Capital Private Limited
Membership of committees in public
limited companies including this
listed entity		 GSB Finance Limited:-

Nomination and Remuneration Committee – Member

Stakeholder Relationship Committee – Member

Risk Management Committee-Member
Name of Listed Companies from
which the Director resigned during
last three years		 None
Inter relationship Mr. Kshitij Agrawal is not related to any Director of the Company
No. & % of Equity Shares held in the
company		 3,92,000 Shares amounting to 6.53%
Number of Board Meetings attended
duringthe financialyear 2025-26		 3

Corporate Office : 301,2[nd] Floor, Eskay Plaza, Anand Talkies Road, Raipur (CG) 492001

Telephone: 0771-4210000 Email : [email protected] Website: [email protected]

GSB FINANCE LIMITED

CIN: L99999MH2001PLC134193 GSTIN: 27AACCG0914E1Z3

Registered Office: 201, 2nd Floor, Eco Space I.T. Park Building, Village Mogra, Old Nagardas Road, Andheri(E) Mumbai,(MH) – 400069

Details of remuneration last drawn None
Details of Remuneration sought to
be paid		 Sitting Fees for attending Board and/or Committee Meetings as may
be fixed by Board of Directors from time to time and other payments
if any, as may be approved by the Board/ members as per applicable
laws
Details of the Director seeking appointment Details of the Director seeking appointment
Name of Director Vivek Kumar Singhal
Director
Identification
Number
(DIN)		 01962224
Date of Birth 03/08/1977
Date of First Appointment on Board November 20, 2025
Terms
and
conditions
of
appointment		 As per the Resolution set out in Item No. 4 of this Notice
Qualifications/brief profile Mr. Vivek Kumar Singhal is a Chartered Accountant who has an
experience of 18 years in share investment activities in shares and
securities including trading in shares derivative and commodity
derivatives
Date of appointment February 16, 2026
Reason for Change viz. Appointment Pursuant to the change in control of the company and the resultant
change in management of the Company as approved by the Reserve
Bank of India
Affirmation that the Director being
appointed is not debarred from
holding the office of the Director by
virtue of any order of SEBI or any
other such authority.		 We affirm that Mr. Vivek Kumar Singhal is not debarred from holding
the office of Director by virtue of any order of SEBI or any other such
authority.
Nomination and Remuneration Committee and the Board of
Directors of the Company has also verified that Mr. Vivek Kumar
Singhal is not debarred from holding the office of Director pursuant
to anySEBI order.
Expertise in Specific Functional Area Expertise in stock and capital markets
Experience Vivek Kumar Singhal is a seasoned finance professional with an
impressive blend of academic excellence and professional
credentials. He holds a Chartered Accountant (CA) degree from
Institute of Chartered Accountants of India. He has over 18 years of
experience Indian stock and capital markets & has a deep
understanding & a comprehensive knowledge of all aspects of
the capital market.
Directorship in other companies
(excluding this listed entity)		 1. Coffers Steel & Power Private Limited
2. Algoma Energy and Safe Buildcon Private Limited
3. Commodity Mandi Private Limited
4. Stock Mandi Private Limited
5. AVP Finvest Private Limited
6. Nivesh Mandi Private Limited
7. Aakhya Real Estate Private Limited
8. IT Mandi India Private Limited
9. Placebo Charitable Foundation
10. Bulsona Tradelink Private Limited
11. Ashvath Capital Private Limited
12. Coffers Metallics Private Limited
Membership of committees in public
limited companies includingthis		 GSB Finance Limited:-

Audit Committee – Member

Corporate Office : 301,2[nd] Floor, Eskay Plaza, Anand Talkies Road, Raipur (CG) 492001

Telephone: 0771-4210000 Email : [email protected] Website: [email protected]

GSB FINANCE LIMITED

CIN: L99999MH2001PLC134193 GSTIN: 27AACCG0914E1Z3

Registered Office: 201, 2nd Floor, Eco Space I.T. Park Building, Village Mogra, Old Nagardas Road, Andheri(E) Mumbai,(MH) – 400069

listed entity
Stakeholder Relationship Committee – Member

Risk Management Committee-Chairperson
Name of Listed Companies from
which the Director resigned during
last three years		 None
Inter relationship Mr. Vivek Kumar Singhal is not related to any Director of the
Company
No. & % of Equity Shares held in the
company		 15,70,000 Shares amounting to 26.17%
Number of Board Meetings attended
duringthe financialyear 2025-26		 3
Details of remuneration last drawn None
Details of Remuneration sought to
be paid		 Sitting Fees for attending Board and/or Committee Meetings as may
be fixed by Board of Directors from time to time and other payments
if any, as may be approved by the Board/ members as per applicable
laws
Details of the Director seeking appointment Details of the Director seeking appointment
Name of Director Hari Chand Mittal
Director
Identification
Number
(DIN)		 08797386
Date of Birth 07/07/1959
Date of First Appointment on Board November 20, 2025
Terms
and
conditions
of
appointment		 As per the Resolution set out in Item No. 5 of this Notice
Qualifications/brief profile Mr. Hari Chand Mittal is a postgraduate with a degree in Master of
Commerce and a certified associate from Indian Institute of Bankers.
In his long and illustrious career of more than 37 years with Union
Bank of India, he has held several leadership positions including
Mumbai and then entire Maharashtra under Pune Zone, Field
General Manager from where he retired on 31July2019.
Date of appointment February16,2026
Reason for Change viz. Appointment Pursuant to the change in control of the company and the resultant
change in management of the Company as approved by the Reserve
Bank of India
Affirmation that the Director being
appointed is not debarred from
holding the office of the Director by
virtue of any order of SEBI or any
other such authority.		 We affirm that Mr. Hari Chand Mittal is not debarred from holding
the office of Director by virtue of any order of SEBI or any other such
authority.
Nomination and Remuneration Committee and the Board of
Directors of the Company has also verified that Mr. Hari Chand Mittal
is not debarred from holding the office of Director pursuant to any
SEBI order.
Expertise in Specific Functional Area Vast exposure and practical experience in various fields of banking
administration, enriched by deep understanding of operations as
well as finance
Experience Hari Chand Mittal is a postgraduate with a degree in Master of
Commerce and a certified associate from Indian Institute of Bankers.
In his long and illustrious career of more than 37 years with Union
Bank of India, he has held several leadership positions including
Mumbai and then entire Maharashtra under Pune Zone as Field

Corporate Office : 301,2[nd] Floor, Eskay Plaza, Anand Talkies Road, Raipur (CG) 492001

Telephone: 0771-4210000 Email : [email protected] Website: [email protected]

GSB FINANCE LIMITED

CIN: L99999MH2001PLC134193 GSTIN: 27AACCG0914E1Z3

Registered Office: 201, 2nd Floor, Eco Space I.T. Park Building, Village Mogra, Old Nagardas Road, Andheri(E) Mumbai,(MH) – 400069

General Manager,from where he retired on 31July2019.
Directorship in other companies
(excluding this listed entity)		 1. Vakrangee Limited
2. Vakrangee Digital Ventures Limited
3. Vakrangee Finserve Limited
4. XL Energy Limited
5. Vortex EngineeringPrivate Limited
Membership of committees in public
limited companies including this
listed entity		 In following committees in Vakrangee Ltd

Audit Committee - Chairman

Nomination and remuneration Committee - Chairman

Risk Management Committee - Chairman

CSR Committee - Member

Board ESG Committee – Member
For GSB Finance Limited:

Audit Committee - Member

Nomination and Remuneration Committee-Member
Name of Listed Companies from
which the Director resigned during
last threeyears		 None
Inter relationship Mr. Hari Chand Mittal is not related to anyDirector of the Company
No. & % of Equity Shares held in the
company		 NIL
Number of Board Meetings attended
duringthe financialyear 2025-26		 0
Details of remuneration last drawn Nil
Details of Remuneration sought to
be paid		 Sitting Fees for attending Board and/or Committee Meetings as may
be fixed by Board of Directors from time to time and other payments
if any, as may be approved by the Board/ members as per applicable
laws
Details of the Director seeking appointment Details of the Director seeking appointment
Name of Director Sweta Pareek
Director
Identification
Number
(DIN)		 11367022
Date of Birth 09/07/1997
Date of First Appointment on Board November 20, 2025
Terms
and
conditions
of
appointment		 As per the Resolution set out in Item No. 6 of this Notice
Qualifications/brief profile Ms. Sweta Pareek is an MBA graduate with professional experience
in revenue management, business analytics, market research, and
financial reporting. She has handled responsibilities related to
revenue
planning,
pricing
strategy,
forecasting,
channel
management, performance reporting, sales data analysis, and
budgeting support. She has also contributed to business
development and customer analytics in her previous roles.
Date of appointment February 16, 2026
Reason for Change viz. Appointment Pursuant to the change in control of the company and the resultant
change in management of the Company as approved by the Reserve
Bank of India
Affirmation that the Director being We affirm that Ms. Sweta Pareek is not debarred from holdingthe

Corporate Office : 301,2[nd] Floor, Eskay Plaza, Anand Talkies Road, Raipur (CG) 492001

Telephone: 0771-4210000 Email : [email protected] Website: [email protected]

GSB FINANCE LIMITED

CIN: L99999MH2001PLC134193 GSTIN: 27AACCG0914E1Z3

Registered Office: 201, 2nd Floor, Eco Space I.T. Park Building, Village Mogra, Old Nagardas Road, Andheri(E) Mumbai,(MH) – 400069

appointed is not debarred from
holding the office of the Director by
virtue of any order of SEBI or any
other such authority.		 office of Director by virtue of any order of SEBI or any other such
authority.
Nomination and Remuneration Committee and the Board of
Directors of the Company has also verified that Ms. Sweta Pareek is
not debarred from holding the office of Director pursuant to any SEBI
order.
Expertise in Specific Functional Area Sweta Pareek is a commerce graduate with MBA in Finance
Experience She has served as a Revenue Executive in Hyatt Regency at
Kathmandu,Nepal from 2022-2024.
Directorship in other companies
(excludingthis listed entity)		 NIL
Membership of committees in public
limited companies including this
listed entity		 GSB Finance Limited:-

Audit Committee – Chairperson

Nomination and Remuneration Committee – Chairperson

Stakeholder Relationship Committee – Chairperson

Risk Management Committee-Member
Name of Listed Companies from
which the Director resigned during
last threeyears		 None
Inter relationship Ms. Sweta Pareek is not related to anyDirector of the Company
No. & % of Equity Shares held in the
company		 NIL
Number of Board Meetings attended
duringthe financialyear 2025-26		 3
Details of remuneration last drawn Rs. 30,000 for theQuarter ended December 2025
Details of Remuneration sought to
be paid		 Sitting Fees for attending Board and/or Committee Meetings as may
be fixed by Board of Directors from time to time and other payments
if any, as may be approved by the Board/ members as per applicable
laws

Corporate Office : 301,2[nd] Floor, Eskay Plaza, Anand Talkies Road, Raipur (CG) 492001

Telephone: 0771-4210000 Email : [email protected] Website: [email protected]

Corporate Office : 301,2[nd] Floor, Eskay Plaza, Anand Talkies Road, Raipur (CG) 492001

Telephone: 0771-4210000 Email : [email protected] Website: [email protected]

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