Gemstone Investments Ltd Directors Report

To,

The Members,

Gemstone Investments Limited

The Board of Directors is pleased to present the 32 nd Boards Report of Gemstone Investments Limited, together with the Audited Financial Statements, including the Balance Sheet, Statement of Profit and Loss, Cash Flow Statement, and the accompanying Notes to Accounts, for the financial year ended 31 st March 2026. The Report provides an overview of the Companys business operations, financial performance, and significant developments during the year under review.

FINANCIAL AND OPERATIONAL HIGHLIGHTS

Financial Results of the Company for the year under review along with the figures for previous year are as follows:

(All amount in Rs. Lakhs)

Particulars	F.Y 2025-26	F.Y 2024-25
Revenue from operations	223.36	124.55
Other Income	0.01	-
Total Income	223.37	124.55
(-) Total Expenses	157.09	78.99
Profit/(Loss) before Exceptional Item and Tax	66.27	45.90
(-) Exceptional Item	0.00	0.00
Profit/(Loss) before Tax	66.27	45.90
(-) Tax Expenses	25.88	14.29
Profit/(Loss) after Tax	40.39	31.61
EPS	0.05	0.04

REVIEW OF OPERATIONS

During the financial year under review, the Company recorded a total revenue from operations of K223.37 lakhs, as compared to K124.55 lakhs in the previous financial year, reflecting a significant improvement in business performance. The Profit After Tax (PAT) for the year stood at K40.39 lakhs, as against K31.61 lakhs in the preceding financial year.

The Earnings per Equity Share (EPS) for the financial year ended 31 March 2026 increased to K0.05 per equity share, compared with K0.04 per equity share in the previous year, demonstrating an improvement in the Companys profitability.

Gemstone Investments Limited is a Non-Banking Financial Company (NBFC) registered with the Reserve Bank of India (RBI). The Company continues to operate in compliance with the applicable regulatory framework governing NBFCs and remains committed to maintaining prudent financial practices, robust risk management standards, and sound corporate governance while pursuing sustainable business growth.

DIVIDEND

To conserve the funds for operations of the Company, the Board does not recommend any dividend for this financial year.

TRANSFER TO RESERVE

The company has transferred Rs. 8.08/- (in lakhs) to the Statutory Reserves during FY 2025- 26 and Rs. 6.32/- in lakhs) during FY 2024-25.

SHARE CAPITAL

Authorised Share Capital

The Authorised Share Capital of the Company as at March 31, 2026 is Rs. 48,00,00,000/- (Rupees Forty-Eight Crores Only) divided into 48,00,00,000 Equity Shares of Re. 1/- each.

Issued & Subscribed Share Capital

The paid-up Equity Share Capital as at March 31, 2026 stood at Rs. 7,47,50,000/- (Rupees Seven Crore Forty- Seven Lakh Fifty Thousand only) divided into 7,47,50,000 Equity Shares of Re. 1/- each.

DISCLOSURES REGARDING

a. Changes in Share Capital

During the financial year under review, the Company allotted 39,36,00,000 Warrants on Preferential basis each warrant is convertible into one fully paid-up equity share of Re. 1/- Subsequent conversion of warrants into Equity Shares were 39,36,00,000. Accordingly, the conversion of the said warrants and the consequent increase in the paid-up Equity Share Capital Rs. 46,83,50,000/- (Rupees Forty-Six Crore Eighty-Three Lakhs Fifty Thousand only) divided into 46,83,50,000 Equity Shares of Re. 1/- each, were effected after the close of the financial year.

b. Issue of Equity Shares with differential rights

The Company has not made any issue of equity shares with Differential Rights under the provision of section 43 read with Rule 4(4) of the Companies (Share Capital and Debentures) Rules, 2014 during the Financial Year under review.

c. Issue of Employee Stock Options

The Company has not made any issue of equity shares via Employee Stock Options during the year under review.

d. Issue of Sweat Equity Shares

The Company has not made any issue of equity shares under the provision of Section 54, read with Rule 8(13) of the Companies (Share Capital and Debentures) Rules, 2014 during the financial tear under review.

e. Insolvency and Bankruptcy Code, 2016.

There is no Corporate Insolvency Resolution Process initiated under the Insolvency and Bankruptcy Code, 2016. ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, the Annual Return as on March 31, 2026 will be available on the Companys website with in stipulated period of time and can be accessed at www.gemstoneltd.com.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the provisions of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended (IEPF Rules), any dividend remaining unpaid or unclaimed for a period of seven consecutive years from the date of its transfer to the Unpaid Dividend Account is required to be transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the Central Government.

Further, in accordance with the IEPF Rules, the equity shares in respect of which dividends have remained unpaid or unclaimed for a period of seven consecutive years or more are also required to be transferred by the Company to the demat account of the IEPF Authority.

During the financial year under review, there were no unpaid or unclaimed dividends that were due for transfer to the Investor Education and Protection Fund (IEPF). Accordingly, no equity shares were required to be transferred to the demat account of the IEPF Authority.

CHANGE IN NATURE OF BUSINESS

During the financial year under review, there was no change in the nature of the business or operations of the Company. The Company continued to carry on its existing business activities in accordance with its stated objectives and applicable regulatory requirements.

RBI COMPLIANCES

## Reserve Bank of India (RBI) Regulations

The Company is registered with the Reserve Bank of India (RBI) as a Non-Banking Financial Company (NBFC) and continues to be classified as an NBFC-Base Layer (NBFC-BL) under the Scale Based Regulatory (SBR) Framework prescribed by the RBI.

During the financial year under review, the Company remained committed to maintaining the highest standards of regulatory compliance and corporate governance. It has complied with all applicable provisions of the Reserve Bank of India Act, 1934, the Master Direction - Reserve Bank of India (Non-Banking Financial Company - Scale Based Regulation) Directions, 2023, as amended from time to time, and all other applicable circulars, notifications, and guidelines issued by the RBI.

The Company has complied with the applicable prudential norms relating to capital adequacy, asset classification, provisioning requirements, statutory returns, and other regulatory compliances prescribed by the RBI. Further, the Company continues to review and strengthen its internal compliance framework to ensure adherence to evolving regulatory requirements.

The Company has also adopted and implemented all mandatory policies, frameworks, and governance practices as required under the applicable RBI Master Directions and regulatory guidelines, and continues to update the same in line with changes in the regulatory environment.

PUBLIC DEPOSITS

The Company has not accepted any deposits from the public falling within the purview of Section 73 of the Act read with the Companies (Acceptance of Deposit) Rules, 2014 during the year. Neither there was any public deposit outstanding as at the beginning or end of the year ended on March 31, 2026.

SUBSIDIARIES, JOINT VENTURE OR ASSOCIATES COMPANIES:

Your Company does not have any subsidiary, associates or joint venture as on the financial year March 31, 2026. Therefore, disclosure pursuant to Section 129 of the Companies Act, 2013 is not applicable to the Company.

RELATED PARTY TRANSACTIONS

All Related Party Transactions entered into during the financial year were in the ordinary course of business, conducted on an arms length basis, and in compliance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the year under review, the Company did not enter into any Material Related Party Transactions requiring the approval of the Members under the applicable provisions of the Act or the Listing Regulations. Accordingly, the disclosure in Form AOC-2 pursuant to Section 134(3)(h) of the Companies Act, 2013 is not applicable.

Details of the Related Party Transactions to the extend applicable forming part of the Financial Statements.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The management of your Company has a healthy mix of youth and experienced individuals with a very strong Board of Directors to guide the business:

Name of the Director and KMP	Designation	Date of Appointment	Date of Resignation
Mr. Kishor Bodha	Chairman & Executive Director	31/01/2025	-
Mr. Sudhakar Gandhi	Managing Director	06/07/2023	-
Mr. Santosh Dwivedi	Non-Executive - Non-Independent Director	08/05/2024	-
Mr. Rajesh Maiyani	Non-Executive - Independent Director	07/05/2021	-
Mr. Roshan Mayani	Non-Executive - Independent Director	04/09/2023	-
Ms. Falgun Shah	Non-Executive - Independent Director	12/04/2021	-
Mrs. Dhara Shiroya	Non-Executive - Independent Director	24/04/2025	-
Mr. Jiten Shah	Non-Executive - Non-Independent Director	20/05/2026	-
Mr. Jayesh Ahire	Company Secretary and Compliance Officer	01/08/2020	-
Mr. Tushant Shah	Chief Financial Officer	24/04/2025	-

CHANGES IN DIRECTORS AND KMPs DURING THE REPORTING PERIOD:

1. Mrs. Dhara Shiroya was appointed as an Additional Non-executive Independent Director of the Company w.e.f. April 24, 2025 and regularized in the postal ballot concluded on July 21, 2025.

2. Mr. Deepak Apraj resigned from the position of Chief Financial Officer (CFO) of the Company, with effect from April 24, 2025.

3. Mr. Tushant Shah is appointed as Chief Financial Officer (CFO) of the Company, w.e.f. Thursday April 24, 2025.

4. Mr. Rajesh Maiyani is re-appointment w.e.f. 30 th September 2025 as an Independent Director for a second consecutive term.

5. Mr. Falgun Shah is re-appointment w.e.f. 30 th September 2025 as an Independent Director for a second consecutive term.

6. Mr. Santosh Kumar Dwivedi was re-appointed as a Non-Executive Non-Independent Director of the Company, liable to retire by rotation, with effect from 30 th September 2025.

7. Mr. Jiten Shah was appointed as an Additional Executive Non-Independent Director of the Company with effect from 28 th January 2026.

NUMBER OF BOARD MEETINGS

During the Financial Year under review, the Board met Eleven (11) times during the financial year 2025-26 viz,

24.04.2025, 17.05.2025, 28.05.2025, 17.06.2025, 12.08.2025, 04.09.2025, 11.11.2025, 19.11.2025, 26.11.2025, 28.01.2026 and 13.02.2026 The gap between any two meetings was not more than 120 days. The details regarding the dates of the meetings with the names of the directors who attended the meetings are as follows:

Name of Directors	No. of board meetings held in FY 2025-26 during the tenure of the Director	Attendance at board meetings	Attendance at the last AGM held on 30 th September, 2025
Kishor Bodha	11	11	Yes
Sudhakar Gandhi	11	11	Yes
Santosh Dwivedi	11	11	Yes
Falgun Shah	11	11	Yes
Rajesh Maiyani	11	11	Yes
Roshan Maiyani	11	11	Yes
Dhara Shiroya#	10	10	Yes
Jiten Shah*	1	1	NA

# Mrs. Dhara Shiroya was appointed as a Non-executive Independent Director of the Company w.e.f. 24.04.2025

* Mr. Jiten Shah was appointed as an Executive Director of the Company with effect from 28.01.2026. COMMITTEES OF THE BOARD

The Company has duly constituted the Committees required under the Companies Act, 2013, read with applicable rules made there under and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Committees of the Board formed are as under:

i. Audit Committee

ii. Nomination and Remuneration Committee

iii. Stakeholders Relationship Committee

iv. Risk Management Committee

DETAILS OF THE COMMITTEE:

Audit Committee:

The Audit Committee is constituted in accordance with the provisions of Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Section 177 of The Companies Act, 2013. The Company has in place a qualified and independent Audit Committee. The role of the Audit Committee includes the powers as stipulated in LODR read with Section 177 of the Act.

During the year under review, audit committee met 9 (Nine) times on 24.04.2025, 17.05.2025, 28.05.2025,

12.08.2025, 04.09.2025, 11.11.2025, 19.11.2025, 26.11.2025. 13.02.2026. Details of composition, committee meetings are as follows:

Name of Committee members	Category	Meetings Entitled to Attend	Meetings Attended
Falgun Shah	Chairman	9	9
Rajesh Maiyani	Member	9	9
Santosh Dwivedi	Member	9	9

Nomination and Remuneration Committee:

The Nomination and Remuneration Committee is constituted in compliance with the requirements under Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Section 178 of the Act.

During the year under review, Nomination and Remuneration committee met 3 (Three) times on 24.04.2025, 04.09.2025 and 28.01.2026. Details of composition, committee meetings and attendance of members are as follows:

Name of Committee members	Category	Meetings Entitled to Attend	Meetings Attended
Falgun Shah	Chairman	3	3
Rajesh Maiyani	Member	3	3
Santosh Dwivedi	Member	3	3

Stakeholders Relationship Committee:

The Stakeholder Relationship Committee is constituted in accordance with the provisions of Regulation 20 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Section 178 of the Act.

The role of the Stakeholders Relationship Committee includes the powers as stipulated in LODR read with Section 178 of the Act.

During the year under review, Stakeholder Relationship Committee met 6 (Six) times on 28.05.2025, 12.08.2025,

11.11.2025, 19.11.2025, 26.11.2025. Details of composition, committee meetings and attendance of members are as follows:

Name of Committee members	Category	Meetings Entitled to Attend	Meetings Attended
Santosh Dwivedi	Chairman	6	6
Rajesh Maiyani	Member	6	6
Falgun Shah	Member	6	6

Risk Management Committee:

The Risk Management Committee is constituted in accordance with the provisions of Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The role of the Risk Management Committee includes the powers as stipulated in LODR.

During the year under review, Risk Management Committee met 1 (One) time on 13.02.2026. Details of composition, committee meetings and attendance of members are as follows:

Name of Committee members	Category	Meetings Entitled to Attend	Meetings Attended
Santosh Dwivedi	Chairman	1	1
Rajesh Maiyani	Member	1	1
Falgun Shah	Member	1	1

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013, read with the relevant rules made thereunder, and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, including any amendments, modifications, or re-enactments thereof for the time being in force.

The Independent Directors have also confirmed that they are not aware of any circumstances or situations that could impair their ability to discharge their duties independently and objectively.

COMPANYS POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS

The Company has established a well-defined policy for the appointment, evaluation, and remuneration of Directors, Key Managerial Personnel (KMP), and Senior Management Personnel in accordance with the applicable provisions of the Companies Act, 2013 and relevant regulatory requirements.

The appointment of Directors is made based on the recommendations of the Nomination and Remuneration Committee, considering factors such as qualifications, experience, expertise, and suitability for the respective roles.

The remuneration structure of Executive Directors comprises salary, perquisites, and other benefits, and is determined in accordance with the provisions of the Companies Act, 2013 and applicable rules thereunder. Wherever required, necessary approvals from the Members and other statutory authorities are obtained for payment of remuneration to Executive Directors.

The details of the Nomination and Remuneration Policy relating to the appointment and remuneration of Directors, Key Managerial Personnel, and Senior Management Personnel are available on the Companys website at www.gemstoneltd.com.

PERFORMANCE EVALUATION OF DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors has carried out an annual performance evaluation of the Board, its committees, and individual Directors.

The evaluation was conducted based on various parameters, including Board composition, effectiveness of processes, participation and contribution of Directors, quality of deliberations, and overall functioning of the Board and its Committees.

The performance of individual Directors and the Chairperson was also reviewed by the Board and the Nomination and Remuneration Committee based on their contribution, preparedness, and effectiveness in discharging their respective responsibilities.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and belief, confirm that:

a. The annual accounts for the financial year ended 31 March 2026 have been prepared in accordance with the applicable Accounting Standards and the requirements of Schedule III to the Companies Act, 2013, and there are no material deviations from the same.

b. Appropriate accounting policies have been selected and applied consistently, and reasonable and prudent judgments and estimates have been made to ensure that the financial statements present a true and fair view of the Companys affairs and financial performance for the year ended 31 March 2026.

c. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the Companys assets and preventing and detecting frauds and irregularities.

d. The annual accounts have been prepared on a going concern basis.

e. Adequate Internal Financial Controls have been established and maintained, and such controls were operating effectively during the year.

f. Proper systems have been devised to ensure compliance with all applicable laws, and such systems were adequate and operating effectively.

CORPORATE GOVERNANCE

The Company remains committed to maintaining the highest standards of Corporate Governance in accordance with the provisions of the Companies Act, 2013 and the requirements prescribed by the Securities and Exchange Board of India (SEBI). The Report on Corporate Governance, as required under Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms part of this Annual Report and is annexed as Annexure - 2.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM:

The Company has established a Whistle Blower Policy / Vigil Mechanism to provide a platform for employees and other stakeholders to report genuine concerns or grievances. The Policy ensures adequate safeguards against victimization of individuals who use the mechanism in good faith.

The Vigil Mechanism is overseen by the Audit Committee, and the Whistle Blower Policy is available on the Companys website at www.gemstoneltd.com.

AUDITORS AND THEIR REPORTS

- Statutory Auditor

Pursuant to the provisions of section 139 of the Companies Act, 2013 and the rules framed thereunder, M/s. A. Raghavendra Rao & Associates, Chartered Accountants appointed on 20 th May 2026 to fill the casual vacancy caused due to the resignation of M/s. Rishi Sekhri & Associates, Chartered Accountants (FRN: 128216W) till the conclusion of the 32 nd Annual General Meeting to be held in the year 2026.

The Auditors Report issued by M/s. A. Raghavendra Rao & Associates does not contain any qualification, reservation or adverse remark and the Notes on financial statement referred to in the Auditors Report are selfexplanatory and do not call for any further comments or require any explanations.

The Board of Directors, based on the recommendation of the Audit Committee, has proposed the reappointment of M/s. A. Raghavendra Rao & Associates, Chartered Accountants, as Statutory Auditors of the Company for a further period of 5 (Five) consecutive years, from the conclusion of the ensuing Annual General Meeting until the conclusion of the 37 th Annual General Meeting of the Company, subject to the approval of the Members of the Company.

- Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit for the year ended 31st March 2026 was carried out by the Secretarial Auditors, M/s., N K M & Associates, (C.P. No. 20414), Company Secretaries. The Secretarial Compliance Report and Secretarial Audit Report for FY 2025-26 is annexed herewith marked as Annexure - 5 to this Report.

- Internal Auditor

Pursuant to provisions of Section 138 of the Companies Act, 2013 your Company appointed M/s. KSGC & Associates, Chartered Accountants as an Internal Auditor of the Company. To maintain their objectivity and independence, the Internal Auditor reports to the Chairman of the Audit Committee.

The Internal Auditor monitors and evaluates the efficiency and adequacy of internal control systems of your Company, its compliance with accounting procedures and policies of your Company.

- Cost Auditor

As the Company does not fall under the criteria as specified under section 148(1) of the Act read with the Companies (Cost Records and Audit) Rules, 2014, appointment of Cost Auditor or maintenance of Cost Records are not applicable to the Company.

REPORTING OF FRAUDS BY AUDITOR

During the financial year under review, neither the Statutory Auditor nor the Secretarial Auditor has reported any instances of fraud committed by the Company, its officers, or employees to the Audit Committee under the provisions of Section 143(12) of the Companies Act, 2013. Accordingly, no disclosures relating to frauds are required to be made in this Annual Report. During the financial year under review, neither the Statutory Auditor nor the Secretarial Auditor has reported any instances of fraud committed by the Company, its officers, or employees to the Audit Committee under the provisions of Section 143(12) of the Companies Act, 2013. Accordingly, no disclosures relating to frauds are required to be made in this Annual Report.

PARTICULARS OF LOAN, GUARANTEES OR INVESTMENT UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Pursuant to the provisions of Section 186(11) of the Companies Act, 2013, the disclosure requirements under

Section 186(4) relating to particulars of loans granted, guarantees provided, or securities given are not applicable to a Non-Banking Financial Company (NBFC) in respect of transactions undertaken in the ordinary course of its business.

The details of investments made by the Company are disclosed in the Notes forming part of the Financial Statements.

CORPORATE SOCIAL RESPONSIBILITY

The provisions relating to Corporate Social Responsibility (CSR) under Section 135 of the Companies Act, 2013 are applicable to companies meeting the prescribed thresholds relating to net worth, turnover, or net profit.

As the Company does not fall within the specified criteria during the financial year under review, the provisions relating to CSR, including the constitution of a CSR Committee and formulation of a CSR Policy, are not applicable to the Company.

CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading in accordance with the provisions of the SEBI (Prohibition of Insider Trading) Regulations, 2015. The Code establishes procedures and guidelines to regulate trading in securities by Designated Persons and ensures timely disclosure of Unpublished Price Sensitive Information (UPSI), thereby promoting fair and transparent dealings in the securities of the Company.

The Company has also adopted a Code of Corporate Disclosure Practices to ensure prompt, adequate, and uniform dissemination of UPSI to enable investors to make informed investment decisions. The aforesaid policies are available on the Companys website at www.gemstoneltd.com

RISK MANAGEMENT

The Company has established a comprehensive Risk Management Framework to identify, assess, monitor, and mitigate various business risks. The framework operates across different levels of the organisation and provides a structured approach towards effective risk management and reporting.

The Company has constituted a Risk Management Committee of the Board, which is responsible for overseeing and reviewing the Risk Management Policy and framework. The Committee also recommends necessary modifications and improvements to the Board from time to time to address emerging risks and challenges.

The Risk Management Policy is available on the Companys website at www.gemstoneltd.com and is periodically reviewed to ensure its continued effectiveness and alignment with regulatory requirements.

INTERNAL FINANCIAL CONTROLS

The Board of Directors is responsible for establishing and maintaining adequate Internal Financial Controls (IFC) commensurate with the size, scale, and complexity of the Companys operations.

The Companys IFC framework is designed to provide reasonable assurance regarding the reliability of financial reporting, operational efficiency, compliance with applicable laws and regulations, safeguarding of assets, and adherence to established policies and procedures.

The internal control systems are supported by the Companys policies, procedures, Code of Conduct, business planning processes, management reviews, and risk management framework. The effectiveness of these controls is periodically assessed through internal audits and reviews.

The Internal Audit function evaluates the adequacy and effectiveness of internal controls, accounting systems, and operational processes. Significant audit observations, along with corrective actions, are reviewed and presented to the Audit Committee for consideration and appropriate action.

The Management Discussion and Analysis Report, as required under Regulation 34(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms an integral part of this Annual Report and is annexed as Annexure - 1.

The Report provides an overview of the Companys business operations, financial performance, industry outlook, risk management practices, strategic initiatives, human resource development, and other significant developments, including key financial ratios and operational highlights.

PARTICULARS OF EMPLOYEES AND RELATED INFORMATION

The information required pursuant to Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is disclosed in Annexure -6 to this report.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company has implemented an Anti-Sexual Harassment Policy in accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Policy applies to all employees, including permanent, contractual, temporary employees, and trainees, and provides a framework for prevention, prohibition, and redressal of complaints relating to sexual harassment.

The Policy is gender-neutral, and during the financial year under review, the Company did not receive any complaint relating to sexual harassment.

DISCLOSURE OF PENDING CASES / INSTANCES OF NON-COMPLIANCE

During the last three years, there have been no instances of non-compliance, penalties, or actions imposed on the Company by the Stock Exchanges, SEBI, or any other statutory authority in matters relating to the capital market.

DISCLOSURE ON MATERNITY BENEFIT:

The provisions of the Maternity Benefit Act, 1961 were not applicable to the Company during the financial year under review.

INVESTOR RELATIONS (IR)

The Company continues to focus on maintaining transparent and effective communication with its investors. The Company ensures timely dissemination of relevant information and provides easy access to corporate updates, disclosures, and other important information through its website.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO

Since the Company is engaged in the business of a Non-Banking Financial Company (NBFC), the provisions relating to conservation of energy and technology absorption under Rule 8(3) of the Companies (Accounts) Rules, 2014 are not applicable to the Companys operations.

During the year under review, the Company had no foreign exchange earnings or outgo. The relevant details are provided in Annexure - 7.

HUMAN RESOURCES

The Company believes that its employees are a key driver of sustainable growth and continues to focus on building a motivated, engaged, and productive workforce. The Company strives to attract and retain talent through effective HR practices, employee development initiatives, engagement programs, and opportunities for professional growth.

OTHER DISCLOSURES

a. There were no material changes or commitments affecting the financial position of the Company between the end of the financial year 2025-26 and the date of this Report.

b. The Company has not accepted any deposits within the meaning of Sections 73 and 74 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014, during the year under review.

c. The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) relating to meetings of the Board of Directors and General Meetings.

APPRECIATIONS AND ACKNOWLEDGMENTS

The Board of Directors places on record its sincere appreciation for the dedication, commitment, and valuable contribution of all employees of the Company during the year under review.

The Board also expresses its gratitude to the Companys bankers, financial institutions, government and regulatory authorities, stock exchanges, customers, vendors, members, investors, and all other stakeholders for their continued support, cooperation, and confidence in the Company.

By Order of the Board of Directors
For Gemstone Investments Limited
Sd/-
Kishore Bodha
Chairman & Executive Director
DIN: 10830288

Sd/-
Sudhakar Gandhi
Managing Director
DIN:09210342

Place: Mumbai
Date: September 03, 2026