Submission of Annual Report for the Financial Year 2025-26

September 07, 2026 Listing Compliances BSE Limited, P. J. Towers, Dalal Street, Fort, Mumbai – 400 001. Scrip Code: 531137 Scrip Id: GEMSI Dear Sir/ Madam, Ref: Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 Sub: Submission of Annual Report for the Financial Year 2025-26. In compliance with Regulation 34(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we hereby submit the Annual Report of the Company for the Financial Year 2025-26, along with the Notice convening the 32nd Annual General Meeting of the Company. The 32nd Annual General Meeting of the Company is scheduled to be held on Tuesday, September 29, 2026 at 9:00 A.M. at Event Banquet Hall, Opp. Filmistan Studio, S. V. Road, Goregaon (West), Mumbai – 400062. The Annual Report is also available on the Company's website at www.gemstoneltd.com in accordance with the provisions of Regulation 46 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. We hereby request you to take the above cited information on your record. Thanking You, For Gemstone Investments Limited Sudhakar Gandhi Managing Director DIN: 09210342 FEATURE  CORPORATE PROFILE  CHAIRMAN’S MESSAGE  NOTICE OF THE 32ND ANNUAL GENERAL MEETING  BOARD OF DIRECTORS’ REPORT WITH ANNEXURES  MANAGEMENT DISCUSSION AND ANALYSIS REPORT  CORPORATE GOVERNANCE REPORT  DECLARATION OF COMPLIANCE WITH THE CODE OF CONDUCT  CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS  CORPORATE GOVERNANCE COMPLIANCE CERTIFICATE  CHIEF FINANCIAL OFFICER’S (CFO) CERTIFICATION  INDEPENDENT AUDITORS’ REPORT  FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 MARCH 2026  BUSINESS OVERVIEW AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES CORPORATE INFORMATION BOARD OF DIRECTORS 1. Mr. Kishor Bodha Chairperson & Execu(cid:415)ve Director 2. Mr. Sudhakar Gandhi Managing Director 3. Mr. Santosh Dwivedi Non-Execu(cid:415)ve Non- Independent Director 4. Ms. Falgun Shah Independent Director 5. Mr. Rajesh Maiyani Independent Director 6. Mr. Roshan Mayani Independent Director 7. Mrs. Dhara Shiroya Independent Director 8. Jiten Shah Non-Execu(cid:415)ve Non- Independent Director KEY MANAGERIAL PERSONNEL • Chief Financial Officer Mr. Tushant Shah • Company Secretary and Compliance Officer Mr. Jayesh Ahire REGISTERED OFFICE AND COMMUNICATION DETAILS Corporate Iden(cid:415)fica(cid:415)on Number (CIN) : L65990MH1994PLC081749 BSE Script Code : 531137 BSE Symbol : GEMSI Registered Office : Office No. Unit No. 1212, 12th Floor, Kosha Kommercial Komplex, Podar Road, Malad (East), Mumbai, Maharashtra, 400097. Contact No. : 7208992060 Email : gemstoneltd@gmail.com Website : www.gemstoneltd.com STATUTORY AUDITOR SECRETARIAL AUDITOR INTERNAL AUDITOR M/s. A. Raghavendra Rao & Associates M/S. NKM & Associates M/s. K S G C & Associates Chartered Accountants Company Secretary REGISTRAR AND SHARE TRANSFER AGENT M/s. MUFG In(cid:415)me India Pvt. Ltd Phone: +912249186270 Fax: +912249186060 Add: C-101, Embassy 247, L.B.S. Marg, Email Id: rnt.helpdesk@in.mpms.mufg.com Vikhroli (West), Mumbai – 400083. Website: www.in.mpms.mufg.com BANKERS Axis Bank Limited Yes Bank CHAIRMAN’S MESSAGE Dear Shareholders, It gives me immense pleasure to welcome you to the 32nd Annual General Mee(cid:415)ng of Gemstone Investments Limited. On behalf of the Board of Directors, I extend my hear(cid:414)elt gra(cid:415)tude for your con(cid:415)nued trust, confidence, and unwavering support. The financial year under review was characterized by resilience, disciplined execu(cid:415)on, and a con(cid:415)nued focus on strengthening the Company's long-term fundamentals. Despite a dynamic and evolving business environment, we remained commi(cid:425)ed to enhancing opera(cid:415)onal efficiency, pursuing sustainable growth opportuni(cid:415)es, and reinforcing our governance framework. These efforts have enabled the Company to navigate challenges effec(cid:415)vely while laying a strong founda(cid:415)on for future progress. As we move forward, we remain op(cid:415)mis(cid:415)c about the opportuni(cid:415)es that lie ahead. Our strategic priori(cid:415)es will con(cid:415)nue to focus on crea(cid:415)ng sustainable value, improving opera(cid:415)onal excellence, and maintaining the highest standards of transparency, accountability, and corporate governance. With the dedica(cid:415)on of our management team and employees, coupled with the confidence and support of our shareholders, we are confident in our ability to achieve our long-term objec(cid:415)ves. I would like to place on record my sincere apprecia(cid:415)on to my fellow Directors for their valuable guidance and strategic insights, our employees for their commitment and hard work, our customers, business associates, and regulatory authori(cid:415)es for their con(cid:415)nued coopera(cid:415)on, and above all, our esteemed shareholders for their enduring trust and confidence in the Company. I look forward to your con(cid:415)nued support as we strive to build a stronger and more sustainable future together. Warm Regards, Kishor Bodha Chairman & Execu(cid:415)ve Director Gemstone Investments Limited NOTICE OF 32nd ANNUAL GENERAL MEETING NOTICE is hereby given that the 32nd Annual General Meeting of the members of Gemstone Investments Limited, for the FY 2025-26 will be held on Tuesday, September 29, 2026 at 09.00 A.M. at Event Banquet, Opp. Filmistan Studio, S.V. Road, Goregaon (West), Mumbai – 400062. Ordinary Businesses: 1. To Receive, Consider and Approve the Audited Financial Statements consisting of Balance Sheet as at March 31, 2026 and the Statement of Profit and Loss for the year ended as on that date, together with the Board’s Report and Auditor’s Report: To consider and if thought fit, to pass, with or without modification(s), the following resolution as Ordinary Resolution: “RESOLVED THAT the Audited Financial Statements of the Company for the financial year ended on March 31, 2026 and the Reports of the Board of Directors and the Auditors thereon, as circulated to the members, be and are hereby received, considered and adopted.” 2. To Appoint a director in place of Mr. Santosh Kumar Dwivedi (DIN: 10617830), who retires by rotation and being eligible, offers herself for reappointment as director: To consider and if thought fit, to pass the following resolution as an Ordinary Resolution: “RESOLVED THAT Mr. Santosh Kumar Dwivedi (DIN: 10617830), who retires by rotation from the Board of Directors pursuant to the provisions of Section 152 of the Companies Act, 2013 be and is hereby re-appointed as a Director of the Company. RESOLVED FURTHER THAT any of the Directors for the time being are hereby severally authorized to sign and execute all such documents and papers (including appointment letter etc.) as may be required for the purpose and file necessary e-form with the Registrar of Companies and to do all such acts, deeds and things as may considered expedient and necessary in this regard.” 3. To appoint Statutory Auditor of the Company: To consider and if thought fit, to pass the following resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Section 139, 142 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), M/s. A Raghavendra Rao & Associates (Firm’s Registration No. 003324S) be and are hereby appointed as the Statutory Auditors of the Company for a term of 5 (Five) years to hold office from the conclusion of this 32nd Annual General Meeting until the conclusion of the 37th Annual General Meeting of the Company, at such remuneration (exclusive of applicable taxes and reimbursement of out of pocket expenses) as shall be fixed by the Board of Directors of the Company from time to time in consultation with them.” RESOLVED FURTHER THAT an [Showing first 8,000 characters — download PDF for full document]