Date: Sept 21, 2018

To,

The Secretary, BSE LIMITED P J Towers, Dalal Streets, Mumbai - 400001

Dear Sir/Madam,

Ref.: Scrip Code: 530709 Sub.: Outcome of 25th Annual General Meeting & Voting results.

This is with reference to our earlier letter dated August 29, 2018 regarding the 25th Annual

General Meeting (AGM) of the Company held on September 20, 2018.

In accordance with Regulation 44 of the SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015, this is to inform you that the Members of the Company

transacted the business as stated in the Notice of 25th AGM, dated September 20, 2018.

Sl No. Description Particulars A. Date of AGM September 20, 2018 B. Total no. of Shareholders

on September 10, 2018 (cut-off) date

1507

C. No. of shareholders present in meeting either in person or through proxy

47

D. Shareholders Present in person and proxy

Equity Shares

% to capital

Promoter & Promoter group

20 1258421 41.94

Public 27 7586 0.25 Total 47 1266007 42.19

E. No. of shareholders attended the meeting through video conferencing: Promoter & Promoter group: Not applicable Public: Not applicable

The agenda-wise disclosure of voting details is enclosed as Annexure-1. The Report of Scrutinizer on remote e-voting & voting at AGM (by polling) is enclosed as Annexure - II.

Further, pursuant to Regulation 30 of the Listing Regulations, summary of the 25th AGM proceedings is enclosed as Annexure - III.

Kindly acknowledge the receipt.

Thanking you,

Encl: a/a

ANNEXURE-1

FORMAT OF VOTING RESULTS

Date ofAGM September 20, 2018 Total Number of shareholders on record date 1507

No. of shareholders present in the meeting either in 47

person or through proxy: I Promoter and Promoter Group: 20

I Public: 27 No. of Shareholders attended the meeting through

Not Applicable Video Conferencing -

1. TO RECEIVE, CONSIDER AND ADOPT THE AUDITED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31ST

MARCH, 2018 AND THE REPORTS OF THE DIRECTORS AND AUDITORS THEREON

Resolution Required: Ordinary Resolution

Whether Promoter/ promoter group are No

interested in resolution:

% of votes %of %of

No.of No.of polled on No.of No.of Votes in Votes

favour on against shares votes outstandi Votes in votes

Mode of held Polled ngshares favour against votes on votes

Promoter/ Public Voting polled polled

(3) = (6}= (7}=

(1) (2) [(2)/(1) * (4) (5) ((4)/(2) * ((5)/(2)

100) 100) * 100)

Promoter& e-voting 1177616 65.34 1177616 0 100.00 0.00

1802159 promoter Group

Poll 161799 8.98 161799 0 100.00 0.00 Total 1339415 74.32 1339415 0 100.00 o.oo

Public- e-voting 0 0.00 0 0 0.00 0.00 Institutional Poll 0 0 0.00 0 0 0.00 0.00 Holders Total 0 0.00 0 0 0.00 0.00

Public- Non e-voting 3759 0.31 3759 0 100.00 0.00

Institutions Poll 1198141 11149 0.93 11149 0 100.00 0.00 Total 14908 1.24 14908 0 100.00 0.00

Grand Total 3000300 1354323 45.14 1354323 0 100.00 0.0000

2. TO DECLARE DIVIDEND ON THE EQUITY SHARES FOR THE FINANCIAL YEAR 2017-18

Resolution Required: Ordinary Resolution Whether Promoter/ promoter group are No interested in resolution:

% of votes %of %of

Votes in Votes No.of No.of polled on No.of No.of

favour on against shares votes outstandi Votes in votes

Mode of held Polled ngshares favour against votes on votes

Promoter/ Public Voting

polled polled

(3) = (6}= (7}= (1) (2} [(2)/(1) * (4) (5}

[(4)/(2) * [(5)/(2) 100)

100) * 100)

Promoter& e-voting 1177616 65.34 1177616 0 100.00 0.00 Poll 1802159 161799 8.98 161799 0 100.00 0.00 promoter Group Total 1339415 74.32 1339415 0 100.00 0.00

Public- e-voting 0 o.oo 0 0 0.00 0.00 Institutional Poll 0 0 0.00 0 0 0.00 0.00 Holders Total 0 0.00 0 0 0.00 0.00

Public- Non e-voting 3759 0.31 3759 0 100.00 0.00 Poll 1198141 11149 0.93 11149 0 100.00 0.00

Institutions Total 14908 1.24 14908 0 100.00 0.00

Grand Total 3000300 1354323 45.14 1354323 0 100.00 0.0000

3. REAPPOINTMENT OF SHRI LAKSHMIRAYANA GOWRA (DIN:00287021), WHO RETIRES BY ROTATION, AND BEING ELIGIBLE,

OFFERS HIMSELF FOR THE RE-APPOINTMENT

Resolution Required: Ordinary Resolution Whether Promoter/ promoter group are

No interested in resolution:

% of votes %of %of

No.of No.of polled on No.of No.of Votes in Votes

favour on against shares votes outstandi Votes in votes

Mode of held Polled ngshares favour against votes on votes

Promoter/ Public Voting

polled polled

(3) = (6)= (7)=

(1) (2) [(2)/(1) * (4) (5) [(4)/(2) * [(5)/(2)

100] 100) * 100)

Promoter& e-voting 1177616 65.34 1177616 0 100.00 0.00 Poll 1802159 161799 8.98 161799 0 100.00 0.00

promoter Group Total 1339415 74.32 1339415 0 100.00 o.oo

Public- e-voting 0 0.00 0 0 0.00 0.00 Institutional Poll 0 0 0.00 0 0 0.00 0.00 Holders Total 0 0.00 0 0 0.00 0.00

Public - Non e-voting 3759 0.31 3759 0 100.00 0.00

Institutions Poll 1198141 11149 0.93 11149 0 100.00 0.00 Total 14908 1.24 14908 0 100.00 o.oo

Grand Total 3000300 1354323 45.14 1354323 0 100.00 0.0000

4. DETERMINING THE FEES FOR DELIVERY OF ANY DOCUMENT THROUGH

A PARTICULAR MODE OF DELIVERY TO A MEMBER

Resolution Required: Ordinary Resolution Whether Promoter/ promoter group are

No interested in resolution:

%ofvotes No.of No.of polled on No.of No.of shares votes outstandi Votes in votes

Mode of held Polled ngshares favour against Promoter/ Public

Voting (3) =

(1) (2) ((2)/(1} * (4} (5} 100)

Promoter& e-voting 1177616 65.34 1177616 0 Poll 1802159 161799 8.98 161799 0

promoter Group Total 1339415 74.32 1339415 0

Public - e-voting 0 0.00 0 0 Institutional Poll 0 0 0.00 0 0 Holders Total 0 0.00 0 0

Public-Non e-voting 3759 0.31 3759 0

Institutions Poll 1198141 11149 0.93 11041 108 Total 14908 1.24 14800 108

Grand Total 3000300 1354323 45.14 1354215 108

%of %of Votes in Votes

favour on against votes on votes polled polled

{6}= (7)= ((4)/(2) * ((5)/(2)

100) * 100)

100.00 0.00 100.00 0.00 100.00 0.00

0.00 0.00 0.00 0.00 0.00 0.00

100.00 0.00 99.03 0.97 99.28 0.72 99.99 0.0080

5. ADOPTION OF NEW ARTICLES OF ASSOCIATION OF THE COMPANY

Resolution Required: Special Resolution Whether Promoter/ promoter group are

No interested in resolution:

%ofvotes %of %of

No. of No.of polled on No.of No.of Votes in Votes

shares votes outstandi Votes in votes favour on against

Mode of held Polled ngshares favour against votes on votes

Promoter/ Public Voting

polled polled

(3) = (6)= (7)=

(1) (2) [(2)/(1) * (4) (5) ((4)/(2) * ((5)/(2)

100) 100) * 100)

Promoter& e-voting 1177616 65.34 1177616 0 100.00 0.00 Poll 1802159 161799 8.98 161799 0 100.00 0.00

promoter Group Total 1339415 74.32 1339415 0 100.00 0.00

Public- e-voting 0 0.00 0 0 0.00 0.00 Institutional Poll 0 0 0.00 0 0 0.00 0.00 Holders Total 0 0.00 0 0 0.00 0.00

Public - Non e-voting 3759 0.31 3759 0 100.00 0.00

Institutions Poll 1198141 11149 0.93 11148 1 99.99 0.01 Total 14908 1.24 14907 1 99.99 0.01

Grand Total 3000300 1354323 45.14 1354322 1 99.99 0.0001

Hyderabad I Gurgaon I Chennai I Mumbai I Amaravathi

CONSOLIDATED SCRUTINIZER'S REPORT

R & A Associates T 202, Technopolis, 1-10-74/B,

Above Ratnadeep Super Market, Chikoti Gardens, Begurnpet, Hyderabad - 500016, India.

+91 40-4003 2244 - 47 info@RnA-cs.com I www.RnA-cs.com

[Pursuant to Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended)]

To The Chairman Gowra Leasing and Finance Limited Secunderabad

25th Annual General Meeting (AGM) of the Equity Shareholders of Gowra Leasing and Finance Limited held on Thursday, the 20th September, 2018 at 11 :30 AM at Hotel Taj Tristar, Secunderabad - 500003

Dear Sir,

I, P. Surya Prakash, Company Secretary in whole-time practice, Senior Associate, R&A Associates, Company Secretaries, Hyderabad was appointed as Scrutinizer by the Board of Directors of the Gowra Leasing and Finance Limited (Company) for the purpose of scrutinizing the remote e-voting and Poll process for the 25th Annual General Meeting (AGM) of the Company in fair and transparent manner pursuant to Section 108 of the Companies Act, 2013 (the Act) read with Rule 20 & 21 of the Companies (Management and Administration) Rules, 2014 (as amended) (the Rules) and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 (Listing Regulations), on the resolutions contained in the Notice of the 25th AGM of the members of the Company, held on Thursday, the 20th September, 2018 at 11:30 AM at Hotel Taj Tristar, Secunderabad - 500003, submit our report as under.

The management of the Company is responsible to ensure the compliance with the requirements of the Act and the Rules and Listing Regulations relating to remote e-voting and Poll process for the resolutions contained in the Notice of the 25th AGM of the members of the company. Our responsibility as a Scrutinizer is to ensure that remote e-voting and Poll process is carried out in a fair and transparent manner and to make a consolidated scrutinizer's report on remote e-voting and Poll at the AGM venue. The Company has engaged the services of M/s Karvy Computershare Private Limited (Karvy), Hyderabad for voting by electronic means.

In accordance with the Notice of the 25th AGM sent to the members and the 'Advertisement' published pursuant to Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended), the remote e-voting period was open from Monday, 17th September, 2018 at 9:00 AM !ST to Wednesday, 19th September, 2018 at 5:00 PM IST.

shares as on Monday, September 10, 2018, "cut off date", were entitled t o ~~Jl4ll:~·1on stated in the Notice of the 25th AGM of the Company.

~ CJ)

Continuation sheet

The Poll at the AGM venue was allowed with our assistance by using ballot paper, on the resolutions on which the voting is to be held. The said ballot paper was provided to all those members who were present at the AGM venue but have not cast their votes by availing the remote e-voting facility. As per the information provided by Karvy, the name of the Members who had voted through r emote e-voting facility was blocked.

After the conclusion of the voting at t he AGM venue, the votes cast thereat were counted. Thereafter, the votes on remote e-voting were unblocked on Thursday, September 20, 2018 at 12.30 PM !ST, in the presence of two witnesses who were not employees of the Company and thee-voting results/list of Members who have voted for and against were downloaded from the e-voting website of Karvy.

The combined resu lts of the remote e-voting and Poll at the AGM venue are given as 'Annexure-1' to this report. Based on combined results, we report that, all the resolutions as per the Notice of the 25th AGM of the Company stands passed with requisite majority.

The electronic data and all other relevant records relating to the remote e-voting and voting at the AGM venue are under my safe custody until the Chairman approves and sign the Minutes of the 25th AGM and thereafter will be handed over to the Company Secretary of the Company for safe preservation.

Thanking you,

Place: Hyderabad Date: September 20, 2018

Witness -1:

Signature : Name:

For R & A Associates

P - S..~k-_ _ _ (P. Surya Prakash) --....., Senior Associate FCS No.9072, CP No.11142

Witness -2:{l A ___..

Signature :~} Name: i(J !/t'[~(~

Gowra Leasing and Finance Limited - 25th Annual General Meeting held on 20th September, 2018

Combined Results (E-Voting and Poll) Annexure-A . ···· ·-·· - · - . .

Item number of Votes in favour of the Votes against the

Invalid Votes Particulars of Total no. of votes resolution resolution

Notice and type of Description Business cast

resolution No's %age No's %age No's % age

1 - Ordinary To receive, consider and adopt the Audited Financial E-votinq 11,81,375 11,81,375 100 - - - -Resolution Statements of the Company for the financial year ended 31st Poll 1,72,948 1,72,948 100 - - - -

March 2018, along with the reports of the Board of Directors Total 13,54,323 13,54,323 100 and Auditors thereon - - - -E-votinq 11,81,375 11 ,81,375 100 - - - -

2 - Ordinary To declare Dividend on the equity shares for the financial Poll 1,72,948 1,72,948 100 - - - -

Resolution year 2017-18 Total 13,54,323 13,54,323 100 - - - -

3 - Ordinary To re-appoint Shri Gowra Lakshmirayana (DIN:00287021 ), E-voting 11 ,81,375 11,81,375 100 - - - -

Resolution who retires by rotation , and being eligible, offers himself for Poll 1,72,948 1,72,948 100 - - - -the re-appointment. Total 13,54,323 13,54,323 100 - - - -

4 - Special To consider and determine the fees for delivery of any E-voting 11 ,81 ,375 11,81,375 100 - - - -

Resolution document through a particular mode of delivery to a Poll 1,72,948 1,72,840 100 108 0.0624 - -member Total 13,54,323 13,54,215 100 108 0 - -

5 - Special E-voting 11,81,375 11,81,375 100 - - - -

Resolution Adoption of new Articles of Association of the Company Poll 1,72,948 1,72,947 100 1 0.0006 - -

Total 13,54,323 13,54,322 100 1 0 - -

-~~

GOWRA LEASING & FINANCE LIMITED

Gowra Group

Registered Office : No. 501, 5th Floor, Gowra Grand, Behind Gowra Plaza, 1-8-384 & 385 S.P. Road, Begumpet, Secunderabad - 500 003. Tel : 040-27843086, 27843091 Fax : 040 - 27816817

Website : www.gowraleasing.com E-mail : info@gowraleasing.com, glfl@gowra.net CIN No.: L65910TG1993PLC015349 GSTIN : 36AAACG9135F1 ZP

ANNEXURE-111

SUMMARY OF PROCEEDINGS OF THE z5rn ANNUAL GENERAL MEETING

25th Annual General Meeting (AGM) of the Members of Gowra Leasing & Finance Limited (Company) was held on Thursday, 20th September, 2018 at 11.30 A.M at Hotel, Taj Tristar, "Seven Hills" ,1-4-40, S.D. Road, Secunderabad - 500003, Telangana, INDIA.

Directors Present:

1. Shri D. Suresh 2. Shri Gowra Srinivas 3. Shri T Shankar 4. Smt. Madhuamthi Suresh 5. Shri Gowra Lakshminarayana 6. Dr. Soma Sudheer 7. Shri Gowra Lakshmi Prasad

In Attendance:

Shri A V Rama Krishna Rao Shri Zafar Imam Khan Shri P. Surya Prakash

Members Present:

Chairman & Independent Director Managing Director & Member Chairman of Audit Committee & Independent Director Independent Director Director & Member

Director & Member Director & Member

Chief Financial Officer Company Secretary M/s R & A Associates (Scrutinizer)

In person & by proxy, 4 7 representing 12,66,007 shares

Shri Gowra Srinivas welcomed the members to the meeting and invited the Chairman and Directors to the dais. All Directors attend the meeting.

Chairman invited Mrs. Anuradha to offer prayer before commencement of meeting.

Shri D. Suresh, Chairman occupied the Chair and introduced Directors on the Dias. Total forty­seven (47) members (including proxies) were present at the meeting as per the records of attendance. Since the requisite quorum was present, the Chairman directed commencement of

the Meeting.

..·

With the permission of members, the notice, Annual Report and Accounts of the Company were taken as read.

The Chairman delivered his speech followed with the address by Managing Director speech which highlighted the operations of the Company during the Financial Year 2017-18, shared the future outlook of the Company and further threw light on Global, Indian & Regional economies.

Members were informed that pursuant to Section 108 of Companies Act, 2013 read with Rules made there under and listing agreement, the Company provided the facility ofremote e-voting to the shareholders to cast their vote electronically on the resolutions as set out in the Notice. The remote e-voting commenced at 09.00 AM on September 17, 2018 and ended at 5.00 P.M. on September 19, 2018. Pursuant to Section 109 of the Companies Act, 2013 read with Rules made there under, chairman of the company had suo moto called for a Poll for the business at the AGM. The Company has engaged the services of Karvy Computershare Private Limited as the agency for providing e-voting facility.

Board of Directors appointed Shri G. Raghu Babu in his absence Shri P. Surya Prakash, Company Secretary in whole-time practice, R&A Associates, Company Secretaries, Hyderabad as a Scrutinizer for the purpose of scrutinizing the e-voting process and Poll in a fair and transparent manner.

Chairman briefed each resolution to be passed at AGM and invited the members to seek clarification on the items of business at AGM to which the Management replied satisfactorily.

Thereafter, the Chairman ordered for poll at the meeting and requested Shri P. Surya Prakash, Scrutinizer for orderly conduct of voting. The Chairman informed the members that the

combined results of e-voting, physical ballot forms and voting by poll at AGM would be placed on the website of the Company on 30th September, 2018.

The resolutions passed by the members with requisite majority related to the following:

Ordinary Business:

1. Adoption of Audited Financial Statements of the Company for the financial year ended 31st March 2018 and reports of the Board of Directors and Auditors thereon. (Ordinary resolution)

2. Declaration of Dividend on Equity share for the Financial Year 2017-18 (Ordinary resolution).

3. Reappointment of Shri Lakshmirayana Gowra (DIN:00287021), who retires by rotation, and being eligible, offers himself for the re-appointment (Ordinary resolution).

Special Business:

4. Determining the fees for delivery of any document through a particular mode of delivery to a member (Ordinary resolution).

5. Adoption of new Articles of Association of the Company (Special Resolution)

Thanking you

Yours faithfully