Gemstone Investments Postal Ballot for Auditor, Director

Two ordinary resolutions are proposed for shareholder approval via postal ballot and remote e-voting:

1. Appointment of Statutory Auditors

Resolution to appoint M/s. A. Raghavendra Rao & Associates, Chartered Accountants (Firm Registration No.: 003324S, Peer Review No.: 018363), as the statutory auditors of the company.
The appointment is to fill a casual vacancy caused by the resignation of the previous auditors, M/s. Rishi Sekhri & Associates, Chartered Accountants (FRN: 128216W).
The appointment is for the financial year 2025-2026.
Remuneration is to be mutually agreed between the board of directors and the auditors, plus applicable taxes and out-of-pocket expenses.

2. Regularization of Director Appointment

Resolution to regularize the appointment of Mr. Jiten Shah (DIN: 03147534) as a Non-Executive Director of the company.
Mr. Shah was appointed as an Additional Non-Executive Director by the board with effect from 20th May 2026.
He is liable to retire by rotation.

E-voting Start: Saturday, 18th July 2026 at 09:00 A.M. (IST)
E-voting End: Sunday, 16th August 2026 at 05:00 P.M. (IST)
Cut-off Date: Friday, 10th July 2026 (for determining shareholder eligibility)
Results Declaration: To be announced not later than 2 working days after the conclusion of e-voting.
Scrutinizer: M/s. Aarju Agrawal & Associates, Company Secretaries (COP No. 15770), appointed to conduct the postal ballot process.

Item No. 1: Auditor Appointment

M/s. Rishi Sekhri & Associates resigned as statutory auditors via letter dated 23rd April 2026.
The stated reason for resignation was the auditor's inability to discharge duties effectively due to medical conditions.
The outgoing auditor confirmed no other material reasons or concerns regarding the company's management.
The board, based on the audit committee's recommendation, approved the appointment of M/s. A. Raghavendra Rao & Associates at its meeting on 20th May 2026 to fill the casual vacancy, as required under Section 139(8) of the Companies Act, 2013.
The new auditors have provided written consent and confirmed they meet the criteria under Sections 139 and 141 of the Act.
The appointment is subject to member approval and is valid until the conclusion of the next Annual General Meeting.

Item No. 2: Director Regularization

Mr. Jiten Shah was appointed as an Additional Non-Executive Director by the board on 20th May 2026, based on the recommendation of the Nomination and Remuneration Committee.
He holds office only until the date of the ensuing General Meeting and requires member approval for regularization.
The company has received his consent (DIR-2), confirmation that he is not disqualified under Section 164 of the Act, and other required disclosures.
The board believes his skills and experience will add value and provide strategic guidance.

Financial impact not quantified in the disclosure. The auditor's remuneration will be as mutually agreed.

Outgoing Auditor: M/s. Rishi Sekhri & Associates, Chartered Accountants
Proposed Auditor: M/s. A. Raghavendra Rao & Associates, Chartered Accountants
Proposed Director: Mr. Jiten Shah
Scrutinizer: M/s. Aarju Agrawal & Associates, Company Secretaries
RTA: MUFG Intime India Private Limited
Stock Exchange: BSE Limited
Depositories: National Securities Depository Limited (NSDL), Central Depository Services (India) Limited (CDSL)