Key Dates and Events

  • AGM Date: Tuesday, September 29, 2026 at 9:00 AM
  • AGM Venue: Event Banquet Hall, Opp. Filmistan Studio, S.V. Road, Goregaon (West), Mumbai - 400062
  • Record Date: September 22, 2026 (for voting rights)
  • E-voting Period: September 26, 2026 (9:00 AM) to September 28, 2026 (5:00 PM)
  • Financial Year: April 1, 2025 to March 31, 2026

Financial Performance Highlights (₹ Lakhs)

| Particulars | FY 2025-26 | FY 2024-25 | Change |

| Revenue from Operations | 223.36 | 124.55 | +79.33% |

| Other Income | 0.01 | - | - |

| Total Income | 223.37 | 124.55 | +79.33% |

| Total Expenses | 157.09 | 78.99 | +98.87% |

| Profit Before Tax | 66.27 | 45.90 | +44.40% |

| Tax Expense | 25.88 | 14.29 | +81.11% |

| Profit After Tax | 40.39 | 31.61 | +27.78% |

| EPS (₹) | 0.05 | 0.04 | +25.00% |

Key Financial Ratios

| Ratio | FY 2025-26 | FY 2024-25 |

| Net Profit Margin | 18.08% | 25.38% |

| EBIT Margin | 33.11% | 37.55% |

| Return on Capital Employed | 1.49% | 1.89% |

| Return on Equity | 1.09% | 1.28% |

| Current Ratio | 13.30x | 69.27x |

Capital Structure Changes

  • Authorized Share Capital: ₹48,00,00,000 (480 million shares of ₹1 each)
  • Paid-up Equity Share Capital (as of Mar 31, 2026): ₹7,47,50,000 (74.75 million shares)
  • Preferential Allotment: 39,36,00,000 warrants allotted during FY 2025-26
  • Warrant Conversion: All 39,36,00,000 warrants converted into equity shares post-year end
  • Post-conversion Paid-up Capital: ₹46,83,50,000 (468.35 million shares)

Dividend and Reserves

  • Dividend: No dividend recommended for FY 2025-26 to conserve funds
  • Transfer to Reserves: ₹8.08 lakhs transferred to Statutory Reserves during FY 2025-26 (₹6.32 lakhs in FY 2024-25)

Board of Directors and Key Managerial Personnel

Directors as on March 31, 2026:

1. Mr. Kishor Bodha - Chairman & Executive Director (DIN: 10830288)

2. Mr. Sudhakar Gandhi - Managing Director (DIN: 09210342)

3. Mr. Santosh Dwivedi - Non-Executive Non-Independent Director (DIN: 10617830)

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. Mr. Jiten Shah - Non-Executive Non-Independent Director

Key Managerial Personnel:

  • Chief Financial Officer: Mr. Tushant Shah (appointed April 24, 2025)
  • Company Secretary and Compliance Officer: Mr. Jayesh Ahire

Changes in Directorate during FY 2025-26

1. Mrs. Dhara Shiroya appointed as Additional Non-executive Independent Director w.e.f. April 24, 2025

2. Mr. Deepak Apraj resigned as CFO w.e.f. April 24, 2025

3. Mr. Tushant Shah appointed as CFO w.e.f. April 24, 2025

4. Mr. Rajesh Maiyani re-appointed as Independent Director w.e.f. September 30, 2025

5. Mr. Falgun Shah re-appointed as Independent Director w.e.f. September 30, 2025

6. Mr. Santosh Kumar Dwivedi re-appointed as Non-Executive Non-Independent Director w.e.f. September 30, 2025

7. Mr. Jiten Shah appointed as Additional Executive Non-Independent Director w.e.f. January 28, 2026

Board and Committee Meetings

  • Board Meetings: 11 meetings held during FY 2025-26
  • Audit Committee: 9 meetings held
  • Nomination and Remuneration Committee: 3 meetings held
  • Stakeholders Relationship Committee: 6 meetings held
  • Risk Management Committee: 1 meeting held

Auditor Information

Statutory Auditor:

  • Previous Auditor: M/s. Rishi Sekhri & Associates (resigned)
  • Current Auditor: M/s. A. Raghavendra Rao & Associates (FRN: 003324S)
  • Appointment: Appointed to fill casual vacancy on May 20, 2026
  • Proposed Term: 5 years from conclusion of 32nd AGM to conclusion of 37th AGM
  • Audit Fee: To be determined by Board based on Audit Committee recommendation

Other Auditors:

  • Secretarial Auditor: M/s. N K M & Associates
  • Internal Auditor: M/s. KSGC & Associates

AGM Agenda Items

Ordinary Businesses:

1. Adoption of Audited Financial Statements for FY 2025-26

2. Re-appointment of Mr. Santosh Kumar Dwivedi (DIN: 10617830) as Director retiring by rotation

3. Appointment of M/s. A Raghavendra Rao & Associates as Statutory Auditors for 5 years

Corporate Governance

  • The company has implemented all mandatory policies including Whistle Blower Policy, Code of Conduct, and Insider Trading Policy
  • No fraud reported by auditors under Section 143(12) of Companies Act, 2013
  • No material related party transactions requiring shareholder approval
  • No sexual harassment complaints received during the year

Operational Highlights

  • The company operates as an NBFC registered with RBI
  • Total loan portfolio: ₹4,869.50 lakhs (previous year: ₹2,115.11 lakhs)
  • Cash and cash equivalents: ₹17.34 lakhs (previous year: ₹122.57 lakhs)
  • Borrowings: ₹355.32 lakhs (previous year: nil)
  • No subsidiaries, joint ventures, or associate companies

Other Disclosures

  • Annual Report Availability: Available on company website www.gemstoneltd.com
  • Share Transfer Agent: MUFG Intime India Pvt. Ltd.
  • Bankers: Axis Bank Limited, Yes Bank

Voting Arrangements

  • E-voting through NSDL platform from September 26-28, 2026
  • Scrutinizer: M/s. Jaymin Modi & Co., Company Secretaries
  • Physical voting at AGM venue on September 29, 2026

Capital Market Compliance

  • Listed on BSE Limited (Scrip Code: 531137)
  • 99.37% of paid-up capital held in dematerialized form
  • No penalties or strictures from SEBI/Stock Exchanges in last three years

#Tags: #GemstoneInvestments #SEBIDisclosure #AnnualReport #AGM #NBFC #FinancialResults #RegulatoryCompliance #Neutral