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27-05-2025 | 03:12 pm

GEMSTONE INVESTMENTS LIMITED

CIN: L65990MH1994PLC081749

Regd. office: Unit No. 1212, Kosha Kommercial Komplex, Podar Road, Malad (East), Mumbai, Maharashtra, 400097

Tel: 07208992060 Email: gemstoneltd@gmail.com website: www.gemstoneltd.com

27th May 2025

To,

Listing Compliances

BSE Limited

P. J. Towers, Dalal Street,

Mumbai – 400 001

Scrip Code : 531137

Scrip Id : GEMSI

Dear Sir/ Madam,

Sub: Submission of Annual Secretarial Compliance Report for the financial year

ended 31st March 2025 under Regulation 24A of SEBI (LODR) Regulations,

2015.

In compliance with Regulation 24A of the SEBI (Listing Obligations and Disclosure

Requirements), Regulations 2015 as amended; we are forwarding herewith Annual

Secretarial Compliance Report for the financial year ended 31st March, 2025.

We request you to kindly take the above-mentioned information on your record.

Thanking you,

For Gemstone Investments Limited

Sudhakar Gandhi

Managing Director

DIN: 092103423

Encl: as above

----------------Page (0) Break----------------

Megha Khandelwal & Associates

Company Secretaries

B-004, Akshat Apartments, D-235, Bihari

Marg, opposite Gokul Departmental Store,

Meera Marg, Bani Park, Jaipur, Rajasthan

302016

 +91-99503-69141

 megha.khandelwal09@gmail.com

Secretarial Compliance Report of Gemstone Investments Limited

For the Financial Year ended on March 31, 2025

To,

Gemstone Investments Limited

CIN: L65990MH1994PLC081749

Unit No. 1212, 12th Floor of Kosha Kommercial

Komplex, Podar Road, Malad (East), Mumbai, Maharashtra, 400097

We have conducted the review of the compliance of the applicable statutory provisions and the

adherence to good corporate practices by Gemstone Investments Limited (CIN:

L65990MH1994PLC081749) (hereinafter referred as “the Company”), having its registered office

at Unit No. 1212, 12th Floor of KOSHA KOMMERCIAL KOMPLEX, Podar Road, Malad (East),

Mumbai, Maharashtra, 400097. Secretarial Review was conducted in a manner that provided us

a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing

our opinion thereon.

Based on our verification of the Company’s books, papers, minutes books, forms and returns filed

and other records maintained by the Company and also the information provided by the

Company, its officers, agents and authorized representatives during the conduct of Secretarial

Review, we hereby report that the Company has, during the review period covering the financial

year ended on March 31, 2025, complied with the statutory provisions listed hereunder in the

manner and subject to the reporting made hereinafter:

We, Megha Khandelwal and Associates, Company Secretaries, represented by Megha Khandelwal,

Proprietor, have examined:

(a) all the documents and records made available to me and explanation provided by

Gemstone Investments Limited (“the Company”),

(b) the filings/ submissions made by the Company,

(d) any other document/ filing, as may be relevant, which has been relied upon to make this

Report,

For the financial year ended March 31, 2025 (“Review Period”) in respect of compliance with

the provisions of:

(a) the Securities and Exchange Board of India Act, 1992 (“SEBI Act”) and the Regulations,

circulars, guidelines issued thereunder; and

(b) the Securities Contracts (Regulation) Act, 1956 (“SCRA”), rules made thereunder and the

Regulations, circulars, guidelines issued thereunder by the SEBI;

The specific Regulations, whose provisions and the circulars/ guidelines issued thereunder, have

been examined, include:-

(a) Securities and Exchange Board of India (Listing Obligations and Disclosure

Requirements) Regulations, 2015 (“SEBI LODR”)

(b) Securities and Exchange Board of India (Issue of Capital and Disclosure

Requirements) Regulations, 2018 (during the Review Period not applicable to the

Company);

----------------Page (1) Break----------------

Megha Khandelwal & Associates

Company Secretaries

B-004, Akshat Apartments, D-235, Bihari

Marg, opposite Gokul Departmental Store,

Meera Marg, Bani Park, Jaipur, Rajasthan

302016

 +91-99503-69141

 megha.khandelwal09@gmail.com

(c)Securities and Exchange Board of India (Substantial Acquisition of Shares and

Takeovers) Regulations, 2011

(d)Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018

(during the Review Period not applicable to the Company);

(e)The Securities and Exchange Board of India (Share Based Employee Benefits and

Sweat Equity) Regulations, 2021 (during the Review Period not applicable to the

Company);

(f)Securities and Exchange Board of India (Issue and Listing of Non-Convertible

Securities) Regulations, 2021 (during the Review Period not applicable to the

Company);

(g)Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations,

2015

(h)Securities and Exchange Board of India (Debenture Trustee) Regulations, 1993

(during the Review Period not applicable to the Company);

(i)Securities and Exchange Board of India (Depositories and Participants) Regulations,

2018;

(j)The Securities and Exchange Board of India (Registrars to an Issue and Share

Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with

client;

and circulars/guidelines issued thereunder.

and based on the above examination, I hereby report that, during the Review Period:

I.(a) The Company has complied with the provisions of the above Regulations and

circulars/ guidelines issued thereunder, except in respect of matters specified

below:

Sr.

No.

Compli

ance

Requir

ement

(Regula

tions/

circula

rs /

guideli

nes

includi

specific

clause)

Regul

ation/

Circul

ar No.

Deviat

ions

Action

Taken

Type of

Action

(Advis

ory/Cla

rificati

on/Fin

e/Show

Cause

Notice/

Warnin

g, etc.)

Detail

s of

Violat

ion

Fine

Amoun

Obser

vation

Remar

ks of

the

Practi

cing

Compa

Secret

ary

Manag

ement

Respo

nse

Remar

----------------Page (2) Break----------------

Megha Khandelwal & Associates

Company Secretaries

B-004, Akshat Apartments, D-235, Bihari

Marg, opposite Gokul Departmental Store,

Meera Marg, Bani Park, Jaipur, Rajasthan

302016

 +91-99503-69141

 megha.khandelwal09@gmail.com

No reportable Observations

(b)The Company has taken the following actions to comply with the

observations made in previous reports:

Observation

Remarks

of the

Practicing

Company

Secretary

in the

reports

(PCS)

Observatio

ns made in

the

secretarial

compliance

report for

the year

ended

2024-25 or

prior years

Compliance

Requireme

(Regulation

circulars/

guidelines

including

specific

clause)

Details

violation

deviatio

and

actions

taken /

penalty

imposed,

if any, on

the

listed

entity

Remedi

actions,

if any,

taken

the

listed

entity

Commen

ts of the

PCS

on the

actions

taken by

the listed

entity

No reportable Observations

II.I hereby further report the compliance status of the Company, during the Review

Period, with the following requirements:

Sr.

No.

Particulars Compliance

status

(Yes/No/NA)

Observations/Remarks

by PCS*

1 Secretarial Standards:

The compliances of the Company

are in accordance with the

applicable Secretarial Standards

(SS) issued by the Institute of

Company Secretaries of India (ICSI).

Yes -

2 Adoption and timely updation of

the Policies:

All applicable policies under

SEBI Regulations are adopted

with the approval of board of

directors of the Company

All the policies are in

conformity with SEBI

Regulations and have been

reviewed & timely updated as

per the

regulations/circulars/guideli

nes issued by SEBI

Yes

----------------Page (3) Break----------------

Megha Khandelwal & Associates

Company Secretaries

B-004, Akshat Apartments, D-235, Bihari

Marg, opposite Gokul Departmental Store,

Meera Marg, Bani Park, Jaipur, Rajasthan

302016

 +91-99503-69141

 megha.khandelwal09@gmail.com

3 Maintenance and disclosures on

Website:

 The Company is maintaining a

functional website

 Timely dissemination of the

documents/ information

under a separate section on

the website

 Web-links provided in annual

corporate governance reports

under Regulation 27(2) are

accurate and specific which

redirects to the relevant

document(s)/ section of the

website

Yes

4 Disqualification of Director(s):

None of the Director of the

Company are disqualified under

Section 164 of the Companies Act,

2013 as confirmed by the

Company.

Yes

5 Details related to subsidiaries of

Company have been examined

w.r.t.:

a. Identification of material

subsidiary companies

b. Disclosure requirement of

material as well as other

subsidiaries

6 Preservation of Documents:

The Company is preserving and

maintaining records as prescribed

under SEBI Regulations and

disposal of records as per Policy of

Preservation of Documents and

Archival policy prescribed under

SEBI LODR Regulations, 2015

Yes

7 Performance Evaluation:

The Company has conducted

performance evaluation of the

Board, Independent Directors and

the Committees at the start of

every financial year as prescribed

in SEBI Regulations.

Yes

----------------Page (4) Break----------------

Megha Khandelwal & Associates

Company Secretaries

B-004, Akshat Apartments, D-235, Bihari

Marg, opposite Gokul Departmental Store,

Meera Marg, Bani Park, Jaipur, Rajasthan

302016

 +91-99503-69141

 megha.khandelwal09@gmail.com

8 Related Party Transactions:

a. The Company has obtained prior

approval of Audit Committee for all

Related party transactions;

b. In case no prior approval

obtained, the Company shall

provide detailed reasons along

with confirmation whether the

transactions were subsequently

approved/ratified/rejected by the

audit committee.

Yes

Since answer to 8.a is ‘Yes’

9 Disclosure of events or

information:

The Company has provided all the

required disclosure(s) under

Regulation 30 along with Schedule

III of SEBI LODR Regulations, 2015

within the time limits prescribed

thereunder.

Yes

10 Prohibition of Insider Trading:

The Company is in compliance

with Regulation 3(5) & 3(6) of SEBI

(Prohibition of Insider Trading)

Regulations, 2015.

Yes

11 Actions taken by SEBI or Stock

Exchange(s), if any:

The actions taken against the

Company/ its promoters/

directors/ subsidiaries either by

SEBI or by Stock Exchanges are

specified in the last column.

12 Resignation of statutory auditors

from the Company or its material

subsidiaries:

In case of resignation of statutory

auditor from the Company or any of

its material subsidiaries during the

financial year, the Company and /

or its material subsidiary(ies) has /

have complied with paragraph 6.1

and 6.2 of section V-D of chapter V

of the Master Circular on

compliance with the provisions of

the LODR Regulations by Company.

----------------Page (5) Break----------------

Megha Khandelwal & Associates

Company Secretaries

B-004, Akshat Apartments, D-235, Bihari

Marg, opposite Gokul Departmental Store,

Meera Marg, Bani Park, Jaipur, Rajasthan

302016

 +91-99503-69141

 megha.khandelwal09@gmail.com

Assumptions & Limitation of scope and Review:

1. Compliance of the applicable laws and ensuring the authenticity of documents and information

furnished, are the responsibilities of the management of the Company.

2. My responsibility is to report based upon my examination of relevant documents and

information. This is neither an audit nor an expression of opinion.

3. I have not verified the correctness and appropriateness of financial Records and Books of

Accounts of the Company.

4. This Report is solely for the intended purpose of compliance in terms of Regulation 24A (2) of

the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and is neither an

assurance as to the future viability of the Company nor of the efficacy or effectiveness with which

the management has conducted the affairs of the Company.

For Megha Khandelwal and Associates

Company Secretaries

Megha Khandelwal

Proprietor

FCS No.: 10237

CP No.: 13405

UDIN.: F010237G000432219

PR No.: 4023/2023

Date: 24.05.2025

Place: Jaipur

This report is to be read with our letter of even date which is annexed as Annexure A and forms

an integral part of this report.

13 Additional Non-compliances, if any:

No additional non-compliances

observed for any SEBI

regulation/circular/guidance note

etc. except as reported above

Yes

----------------Page (6) Break----------------

Megha Khandelwal & Associates

Company Secretaries

B-004, Akshat Apartments, D-235, Bihari

Marg, opposite Gokul Departmental Store,

Meera Marg, Bani Park, Jaipur, Rajasthan

302016

 +91-99503-69141

 megha.khandelwal09@gmail.com

‘Annexure A’

To,

Gemstone Investments Limited

My report of even date is to be read along with this letter.

1. Maintenance of record is the responsibility of the management of the Company. My

responsibility is to express an opinion on these secretarial records based on my audit.

2. I have followed the audit practices and processes as were appropriate to obtain

reasonable assurance about the correctness of the contents of the Secretarial records. The

verification was done on test basis to ensure that correct facts are reflected in secretarial

records. I believe that the processes and practices, we followed, provide a reasonable

basis for my opinion.

3. Wherever required, I have obtained the Management’s representation about the

compliance of laws, rules and regulations and happening of events etc.

4. The compliance of the provisions of SEBI laws, rules, regulations, circulars and guidelines

is the responsibility of the management. My examination was limited to the verification

of the procedures on test basis.

5. As regards the books, papers, forms, reports and returns filed by the Company under

these regulations, the adherence and compliance to the requirements of the said

regulations is the responsibility of management. My examination was limited to checking

the execution and timeliness of the filing of various forms, reports, returns and documents

that need to be filed by the Company under the said regulations. I have not verified the

correctness and coverage of the contents of such forms, reports, returns and documents.

For Megha Khandelwal and Associates

Company Secretaries

Megha Khandelwal

Proprietor

FCS No.: 10237

CP No.: 13405

UDIN.: F010237G000432219

PR No.: 4023/2023

Date: 24.05.2025

Place: Jaipur

----------------Page (7) Break----------------

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