Directors Report of International Gemological Institute Ltd.

Mar 31, 2026

The Board of Directors (âBoard") of your Company takes immense pleasure in presenting the Board''s Report of International
Gemological Institute Limited (formerly known as International Gemmological Institute (India) Limited) together with the Audited
Financial Statements (Standalone and Consolidated) and the Auditors'' Report for the financial period ended 31^st March, 2026
(i.e., from 1^st January, 2025 to 31^st March, 2026) (â2025-26" or âthe year" or âyear under review" or âthe financial year 2025-26").

This report has been prepared in compliance with the applicable provisions of the Companies Act, 2013 ("Actâ), the Securities
and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulationsâ), and
other applicable statutory modifications or re-enactments thereof.

During the year under review, the Company transitioned its financial year from the "1^st January to 31^st Decemberâ cycle to the
"1^st April to 31^st Marchâ cycle. This change was implemented to align the Company''s reporting with the requirements of Section
2(41) of the Companies Act, 2013.

As a result, the current reporting period, 2025-26, spans fifteen months commencing 1^st January, 2025 and ending 31^st March,
2026. The Board''s report together with all its Annexures, Audited Financial Statements (Standalone and Consolidated), Auditors''
Reports have been prepared accordingly for this fifteen-month duration.

FINANCIAL HIGHLIGHTS

The Company''s financial performance for the financial year ended 31^st March, 2026 is summarised below:

Particulars	Consolidated		Standalone
Particulars	Financial year (Fifteen months) ended 31^st March, 2026	Financial year (Twelve months) ended 31^stDecember, 2024	Financial year (Fifteen months) ended 31^st March, 2026	Financial year (Twelve months) ended 31^stDecember, 2024
Total Income	16,618.80	10,884.92	13,197.51	8,165.23
Total Expenses	6,931.78	5,031.72	3,575.06	2,296.96
Profit before tax	9,687.02	5,853.20	9,622.45	5,868.27
Profit before exceptional items and tax	9,687.02	5,853.20	9,622.45	5,868.27
Tax expense
- Current tax	2,590.39	1,527.53	2,428.68	1,445.72
- Adjustment of Taxes relating to earlier years	(14.58)	20.91	(30.00)	20.91
- Deferred tax	(0.76)	31.86	8.99	9.15
Profit for the Year	7,111.97	4,272.90	7,214.78	4,392.49
Other Comprehensive Income for the year, net of tax	346.60	63.28	24.80	(13.60)
Total Comprehensive Income for the year, net of tax	7,458.57	4,336.18	7,239.58	4,378.89
Profit attributable to
- Equity holders of the parent	7,111.97	4,272.90
Other Comprehensive Income attributable to
- Equity holders of the parent	346.60	63.28
Total Comprehensive Income attributable to
- Equity holders of the parent	7,458.57	4,336.18
Earnings Per Share (EPS)
Basic	16.46	10.74	16.69	11.04
Diluted	15.92	10.28	16.15	10.57

*Financial year 2025-26 comprises of 15 month period from 1^st January, 2025 to 31^st March, 2026 and hence the figures are not comparable
with the previous financial year which was for 12 months from 1^st January 2024 to 31^st December, 2024.

The Audited Standalone and Consolidated Financial
Statements, prepared in accordance with Section 133 of the
Act, the Indian Accounting Standards (âInd AS") along with
the Auditors'' Report, forms part of the Annual Report.

PERFORMANCE REVIEW
Consolidated:

Revenue from operations for the fifteen-month financial
year ended 31^st March, 2026 stood at Rs. 15,976.60 million,
compared with Rs. 10,531.60 million for the twelve-month
financial year ended 31^st December, 2024.

Earnings before Interest, depreciation, tax and amortisation
(âEBIDTA") stood at Rs. 9,726.52 million, as compared to
Rs. 5,997.11 million in the previous year.

Profit for the year (excluding other comprehensive income)
attributable to the members and non-controlling interest
stood at Rs. 7,111.97 million as compared to Rs. 4,272.90
million in the previous year.

Consolidated Cash Flow:

The cash flows from operations, post-tax, was positive
at Rs. 6,241.01 million, compared to Rs. 3,933.80 million
in the previous year. During the financial year 2025-26,
consolidated capital expenditure (CAPEX) amounted to
Rs. 821.57 million.

Cash and bank balances, including fixed deposit as at
31^st March, 2026, stood at Rs. 816.30 million.

Standalone:

Revenue from operations for the fifteen-month financial
year ended 31^st March, 2026 stood at Rs. 12,524.22 million,
compared with Rs. 7,854.16 million for the twelve-month
financial year ended 31^st December, 2024.

EBITDA stood at Rs. 9,196.47 million, compared to
Rs. 5,720.66 million in the previous year.

Profit after tax was Rs.7,214.78 million as compared to
Rs. 4,392.49 million in previous year.

Standalone Cash Flow:

The cash flows from operations were positive (Net of Tax)
Rs. 5,716.74 million, compared to Rs. 3,784.04 million in the
previous year. During the financial year 2025-26, standalone
capital expenditure (CAPEX) amounted to Rs. 627.02 million.

Cash and bank balances, including fixed deposits as at
31^st March, 2026 stood at Rs. 26.44 million.

Note: - Financial year 2025-26 comprises of 15 month
period from 1^st January, 2025 to 31^st March, 2026 and hence
the figures are not comparable with the previous financial

year from 1^st January, 2024 to 31^st December, 2024, which
consisted of 12 months.

SHARE CAPITAL

As of 31^st March, 2026, the Company''s Authorised Share
Capital is Rs. 1,100,000,000/- (Rupees One Thousand One
Hundred million), consisting of 550,000,000 equity shares of
Rs. 2/- (Two) each.

The Issued, Subscribed and Paid-up Share
Capital of the Company as of 31^st March, 2026, is
Rs. 864,319,392/- (Rupees Eight Hundred Sixty-Four million
Three Hundred Nineteen Thousand Three Hundred Ninety-
Two), consisting of 432,159,696 equity shares of Rs. 2/-
(Two) each.

During the year under review there were no changes in the
Authorised, Issued, Subscribed and Paid-up Share Capital of
the Company.

DIVIDEND

During the year under review, the Company has declared
interim dividends as detailed below:

a. Rs. 2.50 (Two Rupees and Fifty Paise) per equity share, with
a face value of Rs. 2 (Two) each, on 11^th August, 2025.

b. Rs. 2.50 (Two Rupees and Fifty Paise) per equity share, with
a face value of Rs. 2 (Two) each, on 11^th February, 2026.

The aforementioned interim dividends have been considered
as the final dividend for the financial year ended 31^st March,
2026.

The dividend payment is based upon the parameters
mentioned in the Dividend Distribution Policy approved by
the Board of Directors of the Company pursuant to Listing
Regulations. The Policy is uploaded on the Company''s
website athttps://investor.igi.org/corporate-governance/
corporate-policies.

TRANSFER TO RESERVE

There is no amount proposed to be transferred to reserves
during the year under review.

PROCEEDS FROM INITIAL PUBLIC OFFER

The details of the proceeds of the Initial Public Offer ("IPO")
are set forth below:

Particulars	Rs. in million
Gross Proceeds of the Fresh Issue	14,750.00
(Less) Net of provisional IPO Expenses	652.60
Net Proceeds	14,097.40

The utilisation of the funds raised through IPO have been
mentioned hereunder:

Objects	Amount Allocated (Rs. in million)	Amount utilised as on 31^st March, 2026 (Rs. in million)
Payment of the purchase consideration for the acquisition of the IGI Belgium Group and IGI Netherlands Group from Promoter	13,000.00	13,000.00
General corporate purposes	1,097.40	1,097.40

Your Company has appointed ICRA Limited as the Monitoring
Agency under the Securities and Exchange Board of India
(Issue of Capital and Disclosure Requirements) Regulations,
2018 (âICDR Regulations"), as amended from time to time,
to monitor the utilisation of IPO proceeds. The Company has
obtained monitoring reports from the agency periodically,
confirming no deviation or variation in the utilisation of IPO
proceeds from the objects stated in the Prospectus dated
17^th December, 2024.

Additionally, the Company has submitted the required
statements and reports, in compliance with Regulation 32
of the Listing Regulations, to the Stock Exchanges on timely
basis.

BUSINESS OVERVIEW

International Gemological Institute (IGI) is one of the
world''s leading independent providers of certification and
accreditation services for diamonds, studded jewelry,
colored stones, and laboratory-grown diamonds. Founded
in Belgium in 1975, IGI operates a global network of
36 laboratories and 21 gemology schools across 10
countries, giving it the largest laboratory and education
footprint among global peers. IGI is a market leader in
laboratory-grown diamond certification and serves more
than 7,500 customers globally, including diamond growers,
wholesalers, jewelry manufacturers, retailers, and leading
international jewelry brands. Its strategically located
laboratories in Antwerp, New York, Mumbai, Surat, Dubai,
Bangkok, Hong Kong and Shanghai enable timely and
accessible services across major jewelry markets worldwide.

IGI has consistently driven innovation in the gem certification
industry, being the first to issue jewelry identification
reports in 1980 and among the first organisations to certify
laboratory-grown diamonds in 2005. Beyond certification,
IGI strengthens industry standards through its Schools of
Gemology, which provide professional education and serve
as a talent pipeline for its global laboratory network.

During the year under review, IGI completed the acquisition
of American Gemological Laboratories (AGL), a recognised
leader in colored gemstone certification and analysis. The
acquisition combines AGL''s expertise in colored gemstones
with IGI''s global scale, infrastructure, and technical
capabilities, enhancing consistency, transparency and
reliability in colored gemstone certification worldwide. AGL
will continue operating from its New York headquarters
while collaborating with IGI on the development of advanced
technologies, reporting formats, and provenance solutions.
The transaction further strengthens IGI''s position in the
United States'' colored gemstone market and expands
its presence in India, creating opportunities for improved
market access, operational synergies and long-term growth.

STATE OF COMPANY''S AFFAIRS
Change in the Financial Year

The Board of Directors, at its meeting held on 5^th November,

2025, approved change in the Company''s financial year
from the existing ''1^st January to 31^st December'' cycle to
''1^st April to 31^st March'' cycle. This realignment ensured
compliance with Section 2(41) of the Act, Consequently, to
facilitate a smooth transition, the financial year 2025-26
was extended to a 15-month period, which commenced on
1^st January, 2025 and ended on 31^st March, 2026. Subsequent
financial years will begin on 1^st April and end on 31^st March
of the following year. Accordingly, the Board''s Report, along
with all its Annexures, the Audited Financial Statements, and
the Auditors'' Report, have been prepared for this 15-month
period. Therefore, the figures for the financial year 2025-26
are not directly comparable with the previous calendar year
2024, which comprised of twelve months.

Change in the Name of the Company

The Board of Directors, at its meeting held on 11^th February,

2026, approved the change of name of the Company from
âINTERNATIONAL GEMMOLOGICAL INSTITUTE (INDIA)
LIMITED" to âINTERNATIONAL GEMOLOGICAL INSTITUTE
LIMITED", along with the consequential amendments to the
Memorandum of Association and Articles of Association of
the Company.

The shareholders subsequently approved the aforesaid
change of name and the consequential amendments by
way of a Special Resolution passed through postal ballot on
19^th March, 2026.

The change of name was approved by the Registrar
of Companies vide its letter dated 7^th April, 2026.
Accordingly, the name of the Company was changed from
âINTERNATIONAL GEMMOLOGICAL INSTITUTE (INDIA)
LIMITED" to âINTERNATIONAL GEMOLOGICAL INSTITUTE
LIMITED" with effect from 7^th April, 2026.

CHANGES IN THE NATURE OF BUSINESS

During the year under review, the Company continued
to provide diamond, gemstone and studded jewelry
certification services, as well as imparting gemological
education services. The nature of the Company''s business
remained unchanged during the year and there were no
material changes affecting its financial position.

MATERIAL CHANGES AND COMMITMENTS AFFECTING
THE FINANCIAL POSITION OF THE COMPANY

There were no material changes and commitments
significantly impacting the Company''s financial status from
the conclusion of the financial year 2025-26 up to the date
of this report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS OR TRIBUNALS

During the year under review, no significant or material
orders were passed by the Regulators, Courts, or Tribunals
that adversely impact the Company''s going concern status
or future operations.

CREDIT RATING

During the year under review, the Company did not receive any
ratings from credit rating agencies, including for its subsidiary.

PUBLIC DEPOSITS

During the year under review, the Company did not accept
any deposit as defined under Section 73 and 76 of the Act,
along with the applicable rules framed thereunder.

EMPLOYEE STOCK OPTION SCHEMES

On 10^th August, 2024, the members of the Company
approved the IGI Employee Stock Option Plan 2024 (âESOP
2024"). During the previous year (i.e., 1^st January, 2024 to
31^st December, 2024) the Nomination and Remuneration
Committee at its meeting held on 18^th November, 2024 and
1^st December, 2024 granted 19,398,283 and 1,553,541
options respectively, to the eligible employees of the
Company under the ESOP 2024.

During the year under review, the Company has not granted
any options under the ESOP 2024 to its employees.
Additional details regarding stock options are provided in the
Notes to Standalone Financial Statements.

The details of the stock options granted under the ESOP
2024 and the disclosures in compliance with the Securities
and Exchange Board of India (Share Based Employee
Benefit and Sweat Equity) Regulations, 2021 (âSBEB &
SE Regulations"), are available on Company''s website at
https://investor.igi.org/.

The ESOP 2024 is being implemented in accordance with
the provisions of the Act and SBEB & SE Regulations, and
is available on the Company''s website at https://investor.igi.
org/.

The certificate from the Secretarial Auditor on the
implementation of the ESOP 2024 in accordance with
Regulation 13 of the SBEB & SE Regulations, has been
uploaded on the Company''s website at https://inve.stor.
igi.org/. The certificate will also be available for electronic
inspection by the members the ensuing 28^th Annual General
Meeting (âAGM") of the Company.

BOARD OF DIRECTORSNumber of Meetings of the Board of Directors

During the year under review, 14 (Fourteen) Board Meetings
were held. The comprehensive details of these meetings,
including specific dates and director attendance, are covered
in the Corporate Governance Report, which forms part of
this Annual Report.

Committee Position

Details regarding the composition, meeting frequencies,
and member attendance for all Board Committees are
comprehensively covered in the Corporate Governance
Report, which forms part of this Annual Report.

Recommendation of Audit Committee

The Board of Directors accepted all recommendations
made by the Audit Committee during the year under review,
reflecting seamless alignment on governance and financial
oversight.

Directorsa. Appointment of Independent Directors

In accordance with the provisions of the Act, Mr. Anoop
Mehta (DIN: 00107044) was appointed as the Additional
Non-Executive Independent Director and Chairperson
of the Board of Directors of the Company, for a tenure of
5 (five) consecutive years, effective from 6^th June, 2025.

Subsequently, the members of the Company, through
an Ordinary Resolution passed at the 27^th Annual
General Meeting held on 30^th June, 2025, approved his
appointment as Non-Executive Independent Director.

In the opinion of the Board of Directors, Mr. Anoop
Mehta possesses the requisite integrity, qualification,
expertise and experience (including proficiency)
necessary to effectively discharge his duties as an
Independent Director.

b. Re-appointment of Directors

I n accordance with Section 152 of the Act and the Articles
of Association of the Company, Mr. Tejas Naphade
(DIN: 10219144) Non-Executive (Nominee) Director,
is liable to retire by rotation at the ensuing AGM. Being
eligible, he has offered himself for re-appointment.

Members'' attention is drawn to the relevant item in the
Notice of the forthcoming AGM and the accompanying
Explanatory Statement for further details.

c. Resignation of Directors

During the year under review, no Director resigned from
the Board of the Company.

d. Declaration by Independent Directors

The Company has received declarations from all its
Independent Directors, confirming that -

- they meet the criteria of independence as
prescribed under Section 149(6) and (7) of the
Act and Regulations 16 and 25 of the Listing
Regulations;

- they have an active registration with the
Independent Directors Databank, maintained by
the Indian Institute of Corporate Affairs;

- there have been no changes in the circumstances
affecting their status as Independent Directors of
the Company.

BOARD EVALUATION

Pursuant to the provisions of Sections 134 and 178 of the
Act and Regulations 17 and 19 of the Listing Regulations, the
Nomination and Remuneration Committee (âNRC") of the
Company has formulated the criteria for the performance
evaluation of the Board, its Committees, individual Directors
including the Chairperson of the Company. The details of this
process are provided in the ''Corporate Governance Report''.

In line with the criteria set by the NRC, the Board has
carried out an annual evaluation of its own performance,
its committees and individual Directors for financial year
2025-26. The process is fully digitised and an online platform
was provided to each Director to submit their feedback and
evaluation.

The evaluation parameters for the Board''s performance
included an assessment of its roles and responsibilities,
the timeliness and quality of information disseminated,
effectiveness in strategic oversight, risk management, and
decision-making on critical strategic mandates, statutory
compliances, and value-enhancement roadmaps aimed at
long-term stakeholder creation.

KEY MANAGERIAL PERSONNEL

As of 31^st March, 2026, the following individuals serve as the
Key Managerial Personnel (âKMP") of the Company:

- Mr. Tehmasp Printer, Managing Director and Chief
Executive Officer;

- Mr. Eashwar Iyer, Chief Financial Officer; and

- Mr. Hardik Desai, Company Secretary and Compliance
Officer

NOMINATION AND REMUNERATION POLICY

The Company has an effective Nomination and Remuneration
Policy (âNRC Policy") in place.

The NRC Policy outlines the framework for the appointment
and remuneration of Directors, Key Managerial Personnel
and Senior Management Personnel. It establishes criteria
for determining qualifications, positive attributes and the
independence of Director, as well as other related matters.
The NRC Policy has been formulated in accordance with
Section 178 of the Act, the applicable rules, and Regulation
19 of the Listing Regulations. The details of the criteria are
provided in the ''Corporate Governance Report''.

The NRC Policy is available on the Company''s website at
https://investor.igi.org/corporate-governance/corporate-
policies/.

VIGIL MECHANISM POLICY / WHISTLEBLOWER POLICY

Your Company has in place a vigil mechanism for Directors
and employees to report instances and concerns about
unethical behaviour, actual or suspected fraud, or violation
of your Company''s Code of Conduct. Direct access to
the Chairperson of the Audit Committee and adequate
safeguards are provided against victimisation to those who
avail of the mechanism.

The mechanism encourages individuals to report genuine
concerns and grievances to the Audit Committee while
ensuring adequate safeguards against victimisation. The
Audit Committee oversees the functioning of this mechanism
to ensure transparency and accountability.

The Vigil Mechanism Policy / Whistleblower Policy is
available on the Company''s website athttps://investor.igi.
org/corporate-governance/corporate-policies/.

During the year under review, the Company did not receive
any complaints through Vigil Mechanism. It is affirmed that
no individual has been denied access to the Chairperson of
the Audit Committee.

CORPORATE SOCIAL RESPONSIBILITY

Corporate Social Responsibility (''CSR'') is an integral part
of the Company''s culture and integrates with its economic
progress and social commitment. The Company continues
to emphasise the implementation of the key areas denoted
and chosen for its sustainability. The Company has adopted
a CSR Policy in compliance with the provisions of the Act.
The CSR Policy is available on the Company''s website at
https://investor.igi.org/corporate-governance/corporate-
policies/.

The Annual Report on CSR activities is annexed as Annexure 1
to this Report.

RISK MANAGEMENT

The Company is committed to achieving sustainable
business growth, securing assets, protect shareholder
investments, ensure compliance with relevant laws and
regulations, and proactively managing risk through effective
risk management systems and structures.

The Board of Directors of the Company evaluate the risk
management systems periodically and takes into account
any recommendation(s) of the Risk Management Committee
(âRMC") and the Audit Committee.

The RMC on timely basis informs the Board of Directors
about risk assessment and minimisation procedures. The
RMC has formulated a detailed Risk Management Policy, as
prescribed under the Listing Regulations which is available
on the Company''s website athttps://investor.igi.org/
corporate-governance/corporate-policies.

The Company has established a comprehensive mechanism
to identify, assess, monitor, and mitigate various risks
associated with its key business objectives. Periodic reviews
ensure the robustness of internal controls, and any identified
weaknesses are promptly addressed to strengthen the
system, which is revised at regular intervals.

The internal control framework consists of various
management systems, organisational structures, standards,
and codes of conduct, all working together to manage risks
effectively.

The Board affirms that there are no material risks that
threaten the Company''s existence.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR
ADEQUACY

The Board has established a robust framework of Internal
Financial Controls (IFC) that is fully commensurate with the
nature, scale, and complexity of the Company''s operations.

To assess the effectiveness of these controls, the Board
evaluated the work performed by internal, statutory, and

external consultantsâincluding the Statutory Auditors''
audit of internal financial controls over financial reporting.
Supplemented by the regular oversight and reviews of both
Management and the Audit Committee, the Board is of
the opinion that the Company''s internal financial controls
remained entirely adequate and effective throughout
financial year 2025-26.

These internal controls are strategically designed to ensure:

â¢ orderly and efficient conduct of business, including
strict adherence to Company policies;

â¢ comprehensive safeguarding of all corporate assets;

â¢ t imely prevention and detection of frauds, errors, and
operational risks;

â¢ absolute accuracy and completeness of all accounting
and financial records; and

â¢ prompt preparation and publication of reliable,
compliant financial disclosures.

AUDIT COMMITTEE

The Audit Committee of the Board was re-constituted during
the year under review to further enhance the Company''s
governance framework. In this regard, Mr. Anoop Mehta,
Independent Director and Chairperson of the Board, was
appointed as a member of the Committee, effective 23^rd July,
2025.

The detailed powers, roles, and terms of reference of the
Audit Committee are comprehensively covered in the
''Corporate Governance Report'', which forms an integral part
of this Annual Report. It is further affirmed that the Board
of Directors highly value the Committee''s oversight, and all
recommendations made by the Audit Committee during the
year under review were fully accepted and implemented by
the Board.

CORPORATE GOVERNANCE REPORT

The Company is committed to maintaining the highest
standards of Corporate Governance and adheres to the
governance requirements prescribed by the Securities and
Exchange Board of India (âSEBI").

A dedicated section on Corporate Governance, along with a
certificate from a Practicing Company Secretary confirming
compliance with the provisions under Regulation 34, read
with Schedule V of the Listing Regulations, is included in this
Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In compliance with Regulation 34, read with Schedule V of
the Listing Regulations, the Management Discussion and
Analysis Report provides detailed overview of the Company''s

The following is a comprehensive list of the Company''s direct and indirect subsidiaries. The Company does not have any
associate companies or joint ventures.

Sr. No.	Name of the Company	Relationship	Effective date
1.	International Gemmological Institute Turkey Precious Stone Certification Services Joint Stock Company	Direct Subsidiary	16^th May, 2022
2.	International Gemmological Institute BV	Direct Subsidiary	19^th December, 2024
3.	IGI Netherlands B.V.	Direct Subsidiary	20^th December, 2024
4.	International Gemological Institute, Inc.	Step-down Subsidiary	19^th December, 2024
5.	I.G.I International Gemmological Institutes (Israel) Ltd.	Step-down Subsidiary	20^th December, 2024
6.	International Gemmological Identification (Thailand) Limited	Step-down Subsidiary	20^th December, 2024
7.	International Gemological Institute FZCO^[1]	Step-down Subsidiary	20^th December, 2024
8.	International Gemological Institute for Jewelry and Precious Stone (IGI)	Step-down Subsidiary	20^th December, 2024
9.	International Gemological Institute (HK) Limited	Step-down Subsidiary	20^th December, 2024
10.	IGI (Shanghai) Business Consulting Company Limited	Step-down Subsidiary	20^th December, 2024
11.	IGI (Shanghai) Gemological Training Company Limited	Step-down Subsidiary	20^th December, 2024
12.	IGI (Shanghai) Gemological Research and Testing Limited	Step-down Subsidiary	20^th December, 2024
13.	IGI (Shenzhen) Jewelry Testing co., Ltd.	Step-down Subsidiary	20^th December, 2024

Sr. No.	Name of the Company	Relationship	Effective date
14.	IGI Diamonds & Gemstones Testing Laboratory L.L.C	Step-down Subsidiary	16^th May, 2025
15.	AGL Holdco Inc.	Step-down Subsidiary	10^th February, 2026
16.	American Gemological Laboratories, LLC	Step-down Subsidiary	10^th February, 2026

1. Name of International Gemological Institute DMCC was changed to International Gemological Institute FZCO with effect from 14^th May,
2025.

operational performance and future business outlook for
the financial year ended 31^st March, 2026. To ensure a
comprehensive review, this report is presented as a distinct
section and forms an integral part of the Annual Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

As per the Listing Regulations, the Business Responsibility
and Sustainability Report ("BRSR") together with an
Independent Assurance Statement on BRSR Core by TUV
SUD South Asia Pvt. Ltd., forms part of this Annual Report
and is also available on the website of the Company.

CONSOLIDATED FINANCIAL STATEMENT

In accordance with Section 129 of the Act and Regulation
33 of the Listing Regulations, the Consolidated Financial
Statements of the Company have been prepared in
accordance with the applicable IND AS provisions.

Additionally, the Audited Financial Statements of the
Company for the financial year 2025-26, together with the
Auditors'' Report, forms an integral part of this Annual Report.

A statement highlighting the salient features of the financial
statements of the Company''s subsidiaries, including their
performance and financial position, is presented in Form AOC-
1, which forms part of the Consolidated Financial Statements.

Pursuant to Section 136 of the Act, the Audited Financial
Statements, including the Consolidated Financial Statement
and relevant details of both the Company and its subsidiaries,
will be made available on the Company''s websitehttps://
investor.iai.org.

Member wishing to inspect or obtain copies of the Audited
Financial Statements, including the Consolidated Financial
Statements, may reach out to the Company Secretary at
[email protected].

SUBSIDIARY, ASSOCIATE AND JOINT VENTURE
COMPANIES

During the year under review, IGI Diamonds & Gemstones
Testing Laboratory L.L.C was incorporated in Dubai, United
Arab Emirates, as a wholly owned subsidiary of International
Gemological Institute FZCO (formerly known as International
Gemological Institute DMCC), thereby making it a step-down
wholly owned subsidiary of the Company with effect from
16^th May, 2025.

Further during year, the Company via its wholly owned
step-down subsidiary, International Gemological Institute
Inc., acquired AGL Holdco Inc. ("AGL Holdcoâ) and its
wholly owned subsidiary viz., American Gemological
Laboratories, LLC ("AGL LLCâ). Founded in 1977, American
Gemological Laboratories ("AGLâ) is a premier gemological
laboratory specialising in coloured gemstone analysis,
origin determination and advanced scientific reporting.
Renowned for its independence, research-driven approach,
and technical leadership, AGL serves major luxury brands,
auction houses, retailers, and collectors worldwide.

Pursuant to the acquisition, AGL Holdco and AGL LLC
became wholly owned step-down subsidiaries of the
Company with effect from 10^th February, 2026.

The Policy for determining "Material Subsidiaryâ is available
on the Company''s website athttps://investor.igi.org/
corporate-governance/corporate-policies/. However, as on
31^st March, 2026, your Company does not have any material
subsidiary.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS
WITH RELATED PARTIES

All related party transactions entered during the year
under review were conducted in the ordinary course of the
business and on an arms'' length basis. No material related
party transactions were entered into by the Company during
the financial year 2025-26.

Details of related party transactions entered into by the
Company for 2025-26, in terms of Ind AS 24 have been
disclosed in the Notes to the Standalone / Consolidated
Financial Statements forming part of this Report.

The Company did not have any contracts or arrangements
with related parties in terms of Section 188(1) of the Act.
Accordingly, the disclosure of related party transactions as
required under Section 134(3)(h) of the Act in Form AOC-2 is
not applicable to the Company for 2025-26 and hence, the
same does not form part of this Report.

PARTICULARS OF LOANS GIVEN, INVESTMENT MADE,
GUARANTEES GIVEN AND SECURITIES PROVIDED

In accordance with Section 186 of the Act and Schedule V
of the Listing Regulations, disclosures regarding loans and
investments are provided in the Financial Statements under
Note No. 47.

AUDITORSStatutory Auditor and Auditors'' Report

As per Section 139 of the Act, read with the Companies
(Audit and Auditors) Rules, 2014, M S K A & Associates
LLP, Chartered Accountants (formerly known as M S K A &
Associates, Chartered Accountants) (âMSKA") (ICAI Firm
Registration No. 105047W/W101187) were appointed as
the Statutory Auditor of the Company by the members at the
26^th Annual General Meeting held on 28^th June, 2024. MSKA
holds office from the conclusion of the 26^th Annual General
Meeting until the conclusion of the 31^st Annual General
Meeting, for their first term of five consecutive years.

In compliance with Sections 139 and 141 of the Act, along
with the applicable Rules, MSKA has confirmed that they are
not disqualified from continuing as the Statutory Auditors
of the Company. Additionally, they have provided a valid
certificate issued by the Peer Review Board of the Institute of
Chartered Accountants of India, as required under Regulation
33 of the Listing Regulations.

The Statutory Auditors'' Report does not contain any
qualifications, reservation, or adverse remarks. The notes to
the Financial Statements referred in the Auditors'' Report are
self-explanatory and do not call for any further comments.

Furthermore, during the year under review, there was no
instance of fraud that required reporting by the Statutory
Auditors to the Board and/or Central Government under
Section 143(12) of the Act and its applicable Rules.

Secretarial Auditor

The Secretarial Audit was carried out by Tushar Shridharani
& Associates LLP Company Secretaries (Limited Liability
Partnership Identification Number: LLPIN-ACL-9350), for
financial year 2025-26. The Report given by the Secretarial
Auditors in Form MR-3 is annexed as Annexure 2 and forms
an integral part of this Report.

During the financial year ended 31^st March, 2026, the
Secretarial Auditors had not reported any matter under
Section 143(12) of the Act, therefore no detail is required to
be disclosed under Section 134(3)(ca) of the Act.

Additionally, in compliance with Regulation 24A of the
Listing Regulations, the Company has obtained the Annual
Secretarial Compliance Report for financial year 2025-26
from Tushar Shridharani & Associates LLP Company
Secretaries.

The Secretarial Audit Report and Annual Secretarial
Compliance Report do not contain any qualification,
reservation, adverse remark or disclaimer.

Compliance with Secretarial Standards

During the year under review, your Company has complied
with applicable Secretarial Standards i.e., Secretarial
Standard on Meetings of the Board of Directors (SS-1) and
Secretarial Standard on General Meetings (SS-2).

PARTICULARS OF EMPLOYEES

The details of employee remuneration, as required under
Section 197(12) of the Act, read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, are annexed as Annexure 3.

Additionally, the statement containing particulars of
employees, in accordance with Section 197(12) of the Act,
read with Rule 5(2) and (3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014,
forms part of this Report. In compliance with Section 136
of the Act, the Annual Report and the Audited Financial
Statements are being sent to the members and others
entitled parties, excluding the aforesaid statement. The
statement is available for inspection by the members at
the Registered Office of the Company between 11:00 am
to 2:00 p.m. on working days, until the date of the AGM.
Members interested in obtaining a copy may send an email
request to[email protected].

None of the employees posted and working in a country
outside India draw remuneration exceeding the prescribed
limits under Rule 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014.

During the year under review, none of Directors received
remuneration from the Subsidiary Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION
AND FOREIGN EXCHANGE EARNINGS AND OUTGOConservation of Energy

The Company continues to give high priority to conservation
of energy on an ongoing basis through improved operational
and maintenance practices. While the business operations
of the Company are not energy intensive, the adequate
measures have been taken in order to reduce consumption
of energy through consumption of renewable energy.

Technology Absorption

The Company continuously monitors and keeps track of
technological upgradation and the same are reviewed and
considered for implementation. The Company continues
to meet evolving consumer expectations while fulfilling
business requirements.

Foreign Exchange Earnings and Outgo

The details of Foreign Exchange earned through actual
inflows and Foreign Exchange actual outflows during
2025-26 are as follows:

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

In accordance with the requirements of the Sexual
Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2013 (POSH Act) and the Rules
made thereunder, the Company has in place a policy which
mandates no tolerance against any conduct amounting to
sexual harassment of women at workplace.

The Company has constituted Internal Complaints
Committee (ICC) to redress and resolve any complaints
arising under the POSH Act.

During the year under review, no complaint was filed under
POSH Act.

COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

The Company remains committed to strengthening support
for women employees and ensures compliance with the
applicable provisions of the Maternity Benefit Act, 1961,
supported by well-established policies, systems, and
processes for sustained adherence.

ANNUAL RETURN

In accordance with Section 92(3) of the Act and the applicable
Rules, the Annual Return of the Company is available on the
website of the Company at www.investor.igi.org.

GENERAL DISCLOSURE

During the year under review, there were no transactions
requiring disclosure or reporting in respect of matters
relating to:

â¢ I ssue of shares with differential rights as to dividend,
voting or otherwise;

â¢ Issue of shares (including sweat equity shares) to
employees of the Company under any scheme;

â¢ Any scheme to fund its employees to purchase the
shares of the Company;

â¢ Pendency of any proceedings under the Insolvency and
Bankruptcy Code, 2016;

â¢ Maintaining Cost Records in accordance with Section
148(1) of the Act read with the Rules made thereunder
due to non-applicability;

â¢ Instances of one-time settlement with banks or financial
institutions during the financial year 2025-26; and

â¢ Applications under Insolvency and Bankruptcy Code,
2016.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) read with Section 134(5) of the

Act, the Board of Directors, to the best of their knowledge

and ability, confirm that:

i. I n the preparation of the annual accounts for the year
ended 31^st March, 2026, the applicable accounting
standards have been followed and that there are no
material departures;

ii. t he Directors have selected such accounting policies
and applied them consistently and made judgments
and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the
Company as at 31^st March, 2026 and of the profits of
the Company for the year ended on that date;

iii. they have taken proper and sufficient care for the
maintenance of adequate accounting records
in accordance with the provisions of this Act for
safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;

iv. t he annual accounts have been prepared on a going
concern basis;

v. they have laid down internal financial controls to
be followed by the Company and that such internal
financial controls are adequate and were operating
effectively and

vi. they have devised proper systems to ensure compliance
with the provisions of all applicable laws and that such
systems were adequate and operating effectively.

GREEN INITIATIVES

In alignment with the Company''s commitment to
sustainability and its Green Initiatives, an electronic copy
of the Notice of this AGM, along with the Annual Report
for financial year 2025-26, is being sent to all Members
whose email addresses are registered with the Company or
Depository Participants.

ACKNOWLEDGEMENTS

The Board of Directors extends its profound gratitude to
our employees, whose unwavering dedication and hard
work have been the cornerstone of this year''s impressive
performance. Their commitment to excellence is reflected
in these encouraging results and remains our greatest
competitive advantage.

Furthermore, we wish to express our sincere appreciation
to our shareholders, customers and banking partners.
We also thank the government and our diverse business
associates for their continued trust and collaborative spirit.
Your steadfast support throughout the year has been
instrumental in our progress and remains vital to our future
success.

On behalf of the Board of Directors
International Gemological Institute Limited

Tehmasp Printer Prateek Roongta

Managing Director and Chief Executive Officer Non-Executive (Nominee) Director

DIN:01306226 DIN:00622797

Place: Mumbai
Date: 20^th May, 2026

Sr. No.	Particulars	2025-26 \|	2024
1	Foreign Exchange Earned	316.81	130.11
2	Foreign Exchange Outgo	714.87	158.15

Dec 31, 2024

The Board of Directors ("Board") of your Company is pleased to present the Boardâs Report of International Gemmological Institute (India) Limited for the financial year ended 31^st December, 2024.

In compliance with the applicable provisions of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) thereof, for time being in force) ("Act") and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), this report covers the financial results and other developments during the financial year ended 31^st December, 2024 ("FY 2024" or "the year" or "year under review" or "the financial year 2024") and upto the date of this report, in respect of International Gemmological Institute (India) Limited ("Company" or "IGI").

FINANCIAL HIGHLIGHTS

The Companyâs financial performance for the financial year ended 31^st December, 2024 is summarised below:

			(Rs.	in million)
Particulars	Consolidated		Standalone
	2024	2023	2024	2023
Total Income	10,884.92	9,097.13	8,165.23	6,474.36
Total Expenses	5,031.72	4,542.85	2,296.96	1,987.35
Profit before tax	5,853.20	4,554.28	5,868.27	4,487.01
Profit before exceptional items and tax	5,853.20	4,554.28	5,868.27	4,487.01
Tax expense
- Current tax	1,527.53	1,292.70	1,445.72	1,197.00
- Adjustment of taxes relating to earlier years	20.91	-	20.91	-
- Deferred tax	31.86	(46.86)	9.15	(6.60)
Profit for the year	4,272.90	3,308.44	4,392.49	3,296.61
Other Comprehensive Income for the year, net of tax	63.28	(153.95)	(13.60)	(152.76)
Total Comprehensive Income for the year, net of tax	4,336.18	3,154.49	4,378.89	3,143.85
Profit attributable to			-	-
- Equity holders of the parent	4,272.90	3,308.44	-	-
Other Comprehensive Income attributable to			-	-
- Equity holders of the parent	63.28	(153.95)	-	-
Total Comprehensive Income attributable to			-	-
- Equity holders of the parent	4,336.18	3,154.49	-	-
Earnings Per Share (EPS)
Basic	10.74	8.34	11.04	8.31
Diluted	10.28	8.34	10.57	8.31
The Audited Standalone and Consolidated Financial Statements, prepared in accordance with Section 133 of the Act, the Indian
Accounting Standards ("Ind AS") along with the Auditorâs Report, forms part of the Annual Report

PERFORMANCE REVIEW Consolidated:

Revenue from operations for FY 2024 was Rs. 10,531.60 million, compared to Rs. 8,980.14 million in the previous year, reflecting an increase of 17.28%.

Earnings before Interest, depreciation, tax and amortisation ("EBIDTA") stood at Rs. 5,997.1 1 million, an increase of 20.91% as compared to Rs. 4,960.11 million in the previous year.

Profit for the year (excluding OCI) attributable to the members and non-controlling interest stood at Rs. 4,272.90 million, up 29.15% from Rs. 3,308.44 million in the previous year.

Consolidated Cash Flow:

The cash flows from operations, post-tax, was positive at Rs. 3,933.79 million, compared to Rs. 3,025.61 million as of 31^st December, 2023. During the financial year 2024, consolidated capital expenditure (CAPEX) amounted to Rs. 395.21 million.

Cash and bank balances, including fixed deposit, stood at Rs. 6,247.15 million, up from Rs. 3,978.28 million as of 31 ^st December, 2023.

Standalone:

Revenue from operations for FY2024 was Rs. 7,854.16 million, compared to Rs. 6,362.02 million in previous year, reflecting an increase of 23.45%.

EBITDA stood at Rs. 5,720.66 million, compared to Rs. 4,527.33 million in the previous year, marking a growth of 26.36%.

Profit after taxes was Rs. 4,392.49 million, up from Rs. 3,296.61 million in the previous year, an increase of 33.24%.

Standalone Cash Flow:

The cash flows from operations were positive (Net of Tax) Rs. 3,784.04 million compared to Rs. 2,985.99 million as of 31 ^st December, 2023. During the financial year 2024, standalone capital expenditure (CAPEX) amounted to Rs. 271.06 million.

Cash and bank balances, including fixed deposits, stood at Rs. 5,440.61 million up from Rs. 3,126.27 million as of 31 ^st December, 2023.

DIVIDEND

The Company has declared an interim dividend of Rs. 2.44 (Two Rupees and Forty-Four Paise) per equity share, with a face value of Rs. 2/- each (i.e., 122%). The total dividend results in a payout of 24% of the Companyâs profits. Furthermore, the aforementioned interim dividend has been considered the final dividend for the financial year ended 31 ^st December, 2024.

The dividend payout aligns with the Companyâs Dividend Distribution Policy, in accordance with Regulation 43A of the Listing Regulations. The aforementioned policy is available on the Companyâs website https://investor.igi.org/ corporate-governance/corporate-policies.

TRANSFER TO RESERVE

There is no amount proposed to be transferred to reserves during the year under review.

BUSINESS OVERVIEW

The financial year 2024 has been a significant year for the Company, as IGI was listed on BSE Limited ("BSE") and National Stock Exchange of India Limited ("NSE") on 20^th December, 2024.

IGI is the worldâs second-largest independent certification and accreditation services provider based on revenue for FY2023 in diamonds, studded jewelry, and colored stones. Holding a 33% global market share in certifications. IGI is a leading and reputed certifier. IGI is market leader in the laboratory-grown diamond certification with a 65% share in FY2023, the fastest-growing jewelry segment with a CAGR of 19% from FY2019 to FY2023.

Founded in Belgium in 1975, IGI has grown to 31 branches with laboratories across 10 countries and 18 gemology schools in six countries. It operates the largest number of laboratories and schools among global peers. IGI has pioneered key industry innovations, being the first to issue jewelry identification reports in 1980 and the first to certify laboratory-grown diamonds in 2005.

With over 7,500 customers in 10 countries, IGI serves laboratory-grown diamond growers, natural diamond and colored stone wholesalers, jewelry manufacturers and retailers. The Company has built long-term relationships with major global jewelry brands and retailers. Our strategically located laboratories in cities such as Antwerp, New York, Mumbai, Surat, Dubai, Bangkok, Hong Kong, and Shanghai enable us to provide timely and accessible services worldwide.

Beyond certification, IGI strengthens the industry through its IGI Schools of Gemology, which promote certification awareness and provide professional training. Offering courses in diamond and colored stone grading, jewelry design, and retail support, the schools also serve as a talent pipeline for IGIâs laboratories, further solidifying its industry presence.

STATE OF COMPANY''S AFFAIRSConversion from Private Limited to Public Limited

During the year under review, the Company was converted from a Private Limited Company (i.e., International Gemmological Institute (India) Private Limited) to a Public Limited Company (i.e., International Gemmological Institute (India) Limited) with effect from 10^th July, 2024.

Listing of Shares

During the year under review, the Company received inprinciple approval for listing of 432,159,696 equity shares with a face value of Rs. 2/- each from BSE and NSE on 7^th October, 2024, respectively. Further, the Companyâs equity shares got listed and admitted for trading on both BSE and NSE, effective from 20^th December, 2024 (BSE and NSE collectively referred to as the "Stock Exchanges").

PROCEEDS FROM INITIAL PUBLIC OFFER

The details of the proceeds of the Fresh Issue are set forth below:

The utilisation of the funds raised through IPO have been mentioned hereunder:
Objects	Amount Allocated (Rs. in million)	Amount utilised as on 31^st December, 2024 (Rs. in million)
Payment of the purchase consideration for the acquisition of the IGI Belgium Group and IGI Netherlands Group from Promoter	13,000.00	13,000.00
General corporate purposes	1,097.40	Nil

CHANGES IN THE NATURE OF BUSINESS

During the year under review, the Company continued to provide diamond, gemstone, and studdedjewelry certification services, along with gemmological institute services, to its customers. Consequently, there was no change in the nature of the Companyâs business or operations that impacted its financial position.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

Since the close of FY 2024 and up to the date of this Report, there have been no material changes or commitments affecting the Companyâs financial position.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

During the year under review, no significant or material orders were passed by the Regulators, Courts, or Tribunals that adversely impact the Companyâs going concern status or future operations.

CREDIT RATING

During the year under review, the Company did not receive any ratings from credit rating agencies, including for its subsidiary.

PUBLIC DEPOSITS

During the year under review, the Company did not accept any deposits as defined under Section 73 and 76 of the Act, along with the applicable rules framed thereunder.

SHARE CAPITAL

As of 31^st December, 2024, the Companyâs Authorised Share Capital is Rs. 1,100,000,000/- (Rupees One Thousand One Hundred Million), consisting of 550,000,000 equity shares of Rs. 2/- each.

The Issued, Subscribed and Paid-up Share Capital of the Company as of 31^st December, 2024, is Rs. 864,319,392/-(Rupees Eight Hundred Sixty-Four Million Three Hundred Nineteen Thousand Three Hundred Ninety-Two), consisting of 432,159,696 equity shares of Rs. 2/- each.

Change in Authorised Share Capitala. Sub-Division of Face Value

The Board of Directors and Shareholders, in their meetings held on 25^th April, 2024, and 8^th May, 2024, respectively, approved the sub-division of one equity share with a face value Rs. 10/- (Rupees Ten) each into five equity shares, each with a face value of Rs. 2/-(Rupees Two) each.

b. Increase in Authorised Share Capital

The Board of Directors and Shareholders, in their meetings held on 25^th April, 2024, and 8^th May, 2024, respectively, approved the increase in the Companyâs Authorised Share Capital from Rs. 10,000,000/-(Rupees Ten million), divided into 5,000,000 equity shares of face value of Rs. 2/- (Rupees Two) each, to Rs. 1,000,000,000/- (Rupees One Thousand Million), divided into 500,000,000 equity shares of face value of Rs. 2/- (Rupees Two) each.

Further, the Board of Directors and Shareholders, in their meetings held on 15^th November, 2024, and 18^thNovember, 2024, respectively, approved an additional increase in the Companyâs Authorised Share Capital from Rs. 1,000,000,000/- (Rupees One Thousand Million), divided into 500,000,000 equity shares of face value of Rs. 2/- (Rupees Two) each, to Rs. 1,100,000,000/- (Rupees One Thousand One Hundred Million), divided into 550,000,000 equity shares of face value of Rs. 2/- (Rupees Two) each.

Changes in Paid-up Share Capitala. Bonus Issue

The Board of Directors, at their meeting held on 25^th April, 2024, recommended the issuance of bonus equity shares in ratio of 200:1 (i.e., 200 bonus equity shares for every 1 fully paid-up equity share with a face value of Rs. 2/- each held).

Accordingly, the Shareholders at their Extra Ordinary General Meeting ("EGM") held on 21^st May, 2024, approved the issuance of 394,809,000 bonus equity shares.

Subsequently, the Company allotted 394,809,000 bonus equity shares on 6^th June, 2024, to the Shareholders holding equity shares as of 5^th June, 2024, which was the record date fixed for this purpose.

b. Allotment of Equity Shares Pursuant to Initial Public Offer

Your Company successfully conducted an Initial Public Offering ("IPO" or "Issue") of 101,323,893 equity shares with a face value of Rs. 2/- (Rupees Two) each, for cash at a price of Rs. 417/- (Rupees Four Hundred and Seventeen) per equity share, including a premium of Rs. 415/- (Rupees Four Hundred and Fifteen). The Total offering amounted to Rs. 42,250 million (Rupees Forty-Two Thousand Two Hundred and Fifty Million), comprising:

- A fresh issue of 35,376,651 equity shares,

aggregating up to Rs. 14,750 million (Rupee

Fourteen Thousand Seven Hundred and Fifty Million) including 52,910 equity shares issued to eligible employees under the âEmployee Reservation Portion" of the IPO for which a discount of Rs. 39 per equity share was provided.

- An offer for sale of 65,947,242 equity shares,

aggregating up to Rs. 27,500 million (Rupee

Twenty-Seven Thousand Five Hundred Million), by the selling shareholder (i.e. the promoter of the Company).

The issue opened on 13^th December, 2024 and closed on 17^th December, 2024.

The IPO Committee at their meeting held on 18^th December, 2024, approved the allotment of equity shares.

The issue was led by book-running lead managers viz. Axis Capital Limited, Kotak Mahindra Capital Company Limited, Morgan Stanley India Company Private Limited and SBI Capital Markets Limited.

Following the successfully completion of the IPO process, the equity shares of the Company were listed on NSE and BSE on 20^th December, 2024.

Details of change in paid-up capital and equity shares during the year under review, are as under:

Particulars	No. of shares	Paid-up Equity Share Capital (In. Rs.)
At the beginning of the year (1^st January, 2024) (Face value of Rs. 10/- per equity share)	394,809	3,948,090
Sub-division of face value from Rs. 10/- to Rs. 2/-	1,974,045	3,948,090
Issue of Bonus Shares	394,809,000	789,618,000
Allotment of new equity shares through IPO	35,376,651	70,753,302
At the end of the year (31^st December, 2024)	432,159,696	864,319,392

Particulars	Rs. in million
Gross Proceeds of the Fresh Issue	14,750.00
(Less) Net of provisional IPO Expenses	652.60
Net Proceeds	14,097.40

Your Company has appointed ICRA Limited as the Monitoring Agency under the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 ("ICDR Regulations"), as amended from time to time, to monitor the utilisation of IPO proceeds. The Company has obtained monitoring reports from the agency periodically, confirming no deviation or variation in the utilisation of IPO proceeds from the objects stated in the Prospectus dated 17^th December, 2024.

Additionally, the Company has submitted the required statements and reports, in compliance with Regulation 32 of the Listing Regulations, to the Stock Exchanges on timely basis.

EMPLOYEE STOCK OPTION SCHEMES

During the year under review, the Company granted 20,951,824 employee stock options under the ''IGI Employee Stock Option Plan 2024â to its employees. Additional details regarding stock options are provided in the Notes to Standalone Financial Statements.

In compliance with the requirements of the SEBI (Share Based Employee Benefit and Sweat Equity) Regulations, 2021, the Companyâs Secretarial Auditor certificate confirming that the Plan has been implemented in accordance with the said Regulations will be available for inspection at the AGM.

As required under the SEBI (Share Based Employee Benefit and Sweat Equity) Regulations, 2021, the applicable disclosures as of 31 ^st December, 2024, have been to the Companyâs website at https://investor.igi.org/.

BOARD OF DIRECTORSNumber of Meetings of the Board of Directors

During the year under review, 15 (Fifteen) Board Meetings were convened and held. The details of these meetings, including the dates and Directorâs attendance, are provided in the ''Corporate Governance Reportâ which forms part of this Annual Report.

Committee Position

The composition of the various Board Committees, along with details on the number of meetings held, attendance of the Committee members, and other relevant particulars, are provided in the ''Corporate Governance Reportâ, which forms part of this Annual Report.

Recommendation of Audit Committee

During the year under review, there were no instances where the Board of Directors did not accept recommendations made by the Audit Committee. The Board has accepted all recommendations put forth by the Audit Committee during the financial year.

Directors

a. Appointment of Managing Director and Chief Executive Officer

In accordance with the provisions of the Act, Mr. Tehmasp Printer (DIN: 01306226) was appointed by the Board of Directors as the Managing Director and Chief Executive Officer of the Company, effective from 1^st April, 2024.

Subsequently, the members of the Company, through a Special Resolution passed at the EGM held on 10^thAugust, 2024, approved his appointment for a 5 (five) year term, commencing from 1^st April, 2024.

b. Appointment of Independent Directors

In accordance with the provisions of the Act, Mr. Bimal Tanna (DIN: 06767157) and Ms. Sangeeta Tanwani (DIN: 03321646) were appointed as Additional NonExecutive Independent Directors of the Company for a tenure of 5 (five) consecutive years, effective from 8^th August, 2024.

Subsequently, the members of the Company, through an Ordinary Resolution passed at the EGM held on 10^th August, 2024, approved their appointment as NonExecutive Independent Directors.

In the opinion of the Board of Directors, both Mr. Bimal Tanna and Ms. Sangeeta Tanwani possess the requisite integrity, qualification, expertise, and experience (including proficiency) necessary to effectively discharge their duties as Independent Directors of the Company.

c. Re-appointment of Directors

In accordance with Section 152 of the Act and the Articles of Association of the Company, Mr. Mukesh Mehta (DIN: 08319159) and Mr. Prateek Roongta (DIN: 00622797), Non-Executive Non-Independent (Nominee) Directors, are liable to retire by rotation at

the ensuing AGM. Being eligible, they have offered themselves for re-appointment.

Members attention is drawn to the relevant item(s) in the Notice of the forthcoming AGM and the accompanying Explanatory Statement for further details.

d. Resignation of Directors

Ms. Debroah Grosman (DIN: 01873456), Non-Executive Non-Independent Director, resigned from the Board of Directors, effective close of business hours on 2^nd August, 2024.

The Board expressed its appreciation for her valuable contributions and guidance during her tenure.

e. Declaration by Independent Directors

The Company has received declarations from all its Independent Directors, confirming that they meet the criteria of independence as prescribed under Section 149(6) and (7) of the Act and Regulations 16 and 25 of the Listing Regulations.

Furthermore, there have been no changes in the circumstances affecting their status as Independent Directors of the Company.

Additionally, the Company has received confirmation from all Independent Directors regarding their registration with the Independent Directors Databank, maintained by the Indian Institute of Corporate Affairs, in accordance with the provisions of the Act.

BOARD EVALUATION

Pursuant to the provisions of Sections 134 and 178 of the Act and Regulations 17 and 19 of the Listing Regulations, the Nomination and Remuneration Committee ("NRC") of the Company has formulated the criteria for the performance evaluation of the Board, its Committees, individual Directors including the Chairman of the Company. The details of this process are provided in the ''Corporate Governance Reportâ.

In line with the criteria set by the NRC, the Board has carried out an annual evaluation of its own performance, its committees, and individual Directors for the financial year 2024. An online platform was provided to each Director to submit their feedback and evaluation.

The evaluation parameters for the Boardâs performance included an assessment of its roles and responsibilities, the timeliness and quality of information disseminated, effectiveness in strategic oversight, risk management, and decision-making on key matters such as action plan and other significant corporate decisions.

KEY MANAGERIAL PERSONNEL

As of 31^st December, 2024, the following individuals serve as the Key Managerial Personnel ("KMP") of the Company:

- Mr. Tehmasp Printer, Managing Director and Chief Executive Officer;

- Mr. Eashwar Iyer, Chief Financial Officer;

- Mr. Hardik Desai, Company Secretary and Compliance Officer.

Change in KMP

- Mr. Hardik Desai was appointed as the Company Secretary of the Company effective from 25^th April, 2024.

- Subsequently, he was appointed Compliance Officer, effective from 2^nd August, 2024.

NOMINATION AND REMUNERATION POLICY

The Company adopted a Nomination and Remuneration Policy ("NRC Policy") at its Board Meeting held on 2^nd August, 2024, which become effective on 20^th December, 2024 i.e. the listing and commencement of trading date.

The NRC Policy outlines the framework for the appointment and remuneration of Directors, KMP and other Senior Management Personnel. It establishes criteria for determining qualifications, positive attributes, and the independence of Director, as well as other related matters. The NRC Policy has been formulated in accordance with Section 178 of the Act, the applicable rules, and Regulation 19 of the Listing Regulations. The details of the criteria are provided in the ''Corporate Governance Reportâ.

The NRC Policy is available on the Companyâs website https://investor.igi.org/corporate-governance/corporate-policies/.

VIGIL MECHANISM POLICY/ WHISTLEBLOWER POLICY

The Company adopted a Vigil Mechanism Policy/ Whistleblower Policy at its Board Meeting held on 2^nd August, 2024, which become effective from 20^th December, 2024 i.e. the listing and commencement of trading date.

The Company had established a Vigil Mechanism in accordance with Regulation 22 of the Listing Regulations and Section 177 of the Act. This policy enables Whistle Blower to raise concerns regarding Reportable Matters, including the instances of leakage or suspected leakage of Unpublished Price Sensitive Information involving Directors and employees.

The mechanism encourages individuals to report genuine concerns and grievances to the Audit Committee while

ensuring adequate safeguards against victimisation. Additionally, Whistle Blowers are provided direct access to the Chairman of the Audit Committee in appropriate or exceptional cases. The Audit Committee oversees the functioning of this mechanism to ensure transparency and accountability.

The Vigil Mechanism Policy/ Whistleblower Policy is available on the Companyâs website https://investor.igi.org/ corporate-governance/corporate-policies/.

During the year under review, the Company did not receive any complaints through Vigil Mechanism. It is affirmed that no individual has been denied access to the Chairman of the Audit Committee.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The brief overview of the Corporate Social Responsibility ("CSR") Policy of the Company, along with the initiatives undertaken during the year, is provided in Annexure 1 of this Report. The details are presented in the prescribed format under the Companies (Corporate Social Responsibility Policy) Rules, 2014 as amended from time to time.

The CSR Policy is available on the Companyâs website https://investor.igi.org/corporate-governance/corporate-policies/.

RISK MANAGEMENT

The Company is committed to achieving sustainable business growth, securing assets, protect shareholder investments, ensure compliance with relevant laws and regulations, and proactively managing risk through effective risk management systems and structures.

At its meeting held on 2^nd August, 2024, the Board of Directors constituted the Risk Management Committee ("RMC"), effective from 8^th August, 2024. Details regarding its composition and other details are given in the ''Corporate Governance Reportâ. In accordance with Section 134(3)(n) of the Act and Regulation 17(9) of the Listing Regulations, the Company has formulated and adopted a Risk Management Policy.

The Company has established a comprehensive mechanism to identify, assess, monitor, and mitigate various risks associated with its key business objectives. Periodic reviews ensure the robustness of internal controls, and any identified weaknesses are promptly addressed to strengthen the system, which is revised at regular intervals.

The internal control framework consists of various management systems, organisational structures, standards, and codes of conduct, all working together to manage risks effectively. Periodic reviews ensure the robustness

of internal controls, and any identified weaknesses are promptly addressed to strengthen the system, which is revised at regular intervals.

The Board affirms that there are no risk that threaten the Companyâs existence.

The Risk Management Policy is available on the Companyâs website https://investor.igi.org/corporate-governance/ corporate-policies.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Board has established Internal Financial Controls that are commensurate with the nature and size of the Companyâs business.

Based on the framework of internal financial controls, the work performed by the internal, statutory, and external consultants, including audit of internal financial controls over financial reporting conducted by the Statutory Auditors, and the reviews performed by the Management and the Audit Committee, the Board is of the opinion that the Companyâs internal financial controls remained adequate and effective throughout the financial year 2024.

These controls ensure:

â¢ Orderly and efficient conduct of business, including adherence to Company policies

â¢ Safeguarding of assets

â¢ Prevention and detection of frauds and errors

â¢ Accuracy and completeness of accounting records

â¢ Timely preparation of reliable financial disclosures

CORPORATE GOVERNANCE REPORT

The Company is committed to maintaining the highest standards of Corporate Governance and adheres to the governance requirements prescribed by the Securities and Exchange Board of India ("SEBI").

A dedicated section on Corporate Governance, along with a certificate from a Practicing Company Secretary confirming compliance with the provisions under Regulation 34, read with Schedule V of the Listing Regulations, is included in this Annual Report.

SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES During the year under review, the following companies continued to be subsidiary of the Company:
Sr. No.	Name of the Company	Relationship	Effective date
1	International Gemmological Institute Turkiye Precious Stone Certification Services Joint Stock Company	Direct Subsidiary	16^th May, 2022
2	International Gemmological Institute BV	Direct Subsidiary	19^th December, 2024
3	IGI Netherlands B.V.	Direct Subsidiary	20^th December, 2024
4	International Gemological Institute, Inc.	Indirect Subsidiary	19^th December, 2024
5	I.G.I International Gemmological Institutes (Israel) Ltd.	Indirect Subsidiary	20^th December, 2024
6	International Gemmological Identification (Thailand) Limited	Indirect Subsidiary	20^th December, 2024
7	International Gemological Institute DMCC	Indirect Subsidiary	20^th December, 2024
8	International Gemological Institute for Jewelry and Precious Stone (IGI)	Indirect Subsidiary	20^th December, 2024
9	International Gemological Institute (HK) Limited	Indirect Subsidiary	20^th December, 2024
10	IGI (Shanghai) Business Consulting Company Limited	Indirect Subsidiary	20^th December, 2024
11	IGI (Shanghai) Gemological Training Company Limited	Indirect Subsidiary	20^th December, 2024
12	IGI (Shanghai) Gemological Research and Testing Limited	Indirect Subsidiary	20^th December, 2024
13	IGI (Shenzhen) Jewelry Testing co., Ltd.	Indirect Subsidiary	20^th December, 2024

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report, providing insight into the business outlook and performance review for the year ended 31^st December, 2024, has been prepared in accordance with Regulation 34, read with Schedule V of the Listing Regulations. This report is presented as a separate section and forms an integral part of the Annual Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

In accordance with Regulation 34(2)(f) of the Listing Regulations, the Company has documented its environmental, social and governance initiatives for the financial year 2024 in the Business Responsibility and Sustainability Report ("BRSR").

The BRSR has been prepared in the prescribed format as outlined in SEBI Circular, and forms an integral part of this Annual Report.

CONSOLIDATED FINANCIAL STATEMENT

A statement highlighting the salient features of the financial statements of the Companyâs Subsidiary companies, including their performance and financial position, is presented in Form AOC-1, which forms part of the Consolidated Financial Statements. This is in compliance with Section 129(3) of the Act and other applicable provisions, along with the Rules issued thereunder.

In accordance with Section 129 of the Act and Regulation 33 of the Listing Regulations, the Consolidated Financial Statements of the Company and its subsidiary companies have been prepared in accordance with the applicable IND AS provisions.

Additionally, the Audited Financial Statements of the Company for the financial year 2024, together with the Auditorâs Report, forms an integral part of this Annual Report.

Pursuant to Section 136 of the Act, the audited financial statements, including the Consolidated Financial Statement and relevant details of both the Company and its subsidiaries, will be made available on the Companyâs website https:// investor.igi.org.

Member wishing to inspect or obtain copies of the audited financial statements, including the Consolidated Financial Statement, may reach out to the Company Secretary at [email protected].

The Company has acquired 100% stake in:

- IGI Netherlands B.V., for a consideration of USD 88,440,543;

- International Gemmological Institute BV, for a consideration of USD 69,761,445.

The Policy for determining "Material Subsidiary", as approved by the Board from time to time, is available on the Companyâs website https://investor.igi.org/corporate-governance/corporate-policies/.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All related party transactions that were entered during the period under review were conducted in the ordinary course of the business and on an armsâ length basis. No material related party transactions were entered into during the year by the Company.

Accordingly, the disclosure of related party transactions as required under 134(3)(h) of the Act, in Form AOC-2 is not applicable to the Company.

Additionally, any related party transactions undertaken by the Company during the period under review are detailed in the notes to Financial Statements, in accordance with Ind AS 24, and forms an integral part of this Annual Report.

PARTICULARS OF LOANS GIVEN, INVESTMENT MADE GUARANTEES GIVEN, AND SECURITIES PROVIDED

In accordance with Section 186 of the Act and Schedule V of the Listing Regulations, disclosures regarding loans and investments are provided in the Financial Statements under Note No. 47.

AUDITORS

Statutory Auditor and their report

M S K A & Associates, Chartered Accountants ("MSKA") (ICAI Firm Registration No. 105047W) were appointed as the Statutory Auditor of the Company by the members at the 26^th AGM held on 28^th June, 2024. MSKA will hold office from the conclusion of the 26^th AGM until the conclusion of the 31^st AGM, scheduled for FY 2029, for their first term of five consecutive years.

In compliance with Sections 139 and 141 of the Act, along with the applicable Rules, MSKA has confirmed that they are not disqualified from continuing as the Statutory Auditors of the Company. Additionally, they have provided a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India, as required under Regulation 33 of the Listing Regulations.

The Statutory Auditors Report, including notes on the Financial Statements, is enclosed as a part of this Annual Report. The Auditorsâ Reports for both Standalone and Consolidated Audited Financial Statements for the financial year ended 31 ^st December 2024, do not contain any qualifications, reservation, or adverse remarks.

Furthermore, during the year under review, there was no instance of fraud that required reporting by the Statutory Auditors to the Board and/ or Central Government under Section 143(12) of the Act and its applicable Rules.

Secretarial Auditor

Pursuant to Section 204 of the Act and the applicable Rules, the Company appointed Tushar Shridharani, Company Secretaries in Practice, to conduct the Secretarial Audit of the Company for the financial year 2024. The Secretarial Auditorâs Report in Form MR-3 for FY 2024 is annexed as Annexure 2.

Additionally, the Company has obtained a Secretarial Compliance Report for FY 2024 from Tushar Shridharani, Company Secretaries in Practice, in relation to compliance with applicable SEBI Regulations, circulars, and guidelines, as required Regulation 24A of the Listing Regulations.

The Secretarial Audit Report and Secretarial Compliance Report do not contain any qualification, reservation, adverse remark or disclaimer.

Further, no instance of fraud has been reported by the Secretarial Auditor during the year under review.

Compliance with Secretarial Standards

The Company confirms full compliance with all mandatory applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

PARTICULARS OF EMPLOYEES

The details of employee remuneration, as required under Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are annexed as Annexure 3.

In compliance with Section 136 of the Act, the Annual Report and the Audited Financial Statements are being sent to the members and others entitled parties, excluding the aforesaid statement. The statement is available for inspection by the members at the Registered Office of the Company during business hours, 11:00 a.m. to 2:00 p.m. on working days, until the date of the AGM. Members interested in obtaining a copy may send an email request to investor.relations@iai. ora.

None of the employees posted and working in a country outside India draw remuneration exceeding the prescribed limits under Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

During the year under review, none of Directors received remuneration from the Subsidiary Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGOConservation of Energy

The Company remains committed to energy conservation by ensuring the optimal use of energy, minimizing wastage, and actively implementing measures to enhance energy efficiency wherever possible.

The Company has not undertaken any specific measures for energy conservation during the financial year 2024.

(i)	the steps taken or impact on conservation of energy;	-
(ii)	the steps taken by the Company for utilizing alternate sources energy;	-
(iii)	the capital investment on energy conservation equipmentâs;	-
Technology Absorption The Company has not undertaken any research and development activities during the financial year 2024.
(i)	the efforts made towards technology absorption;	-
(ii)	the benefits derived like product improvement, cost reduction, product development or import substitution;
(iii)	in case of imported technology (imported during the last three years reckoned from the beginning of the financial year); a) the details of technology imported: b) the year of import: c) whether the technology been fully absorbed: d) i f not fully absorbed, areas where absorption has not taken place, and the reasons thereof.
(iv)	the expenditure incurred on Research and Development.	-

Foreign Exchange Earnings and Outgo

The details of Foreign Exchange earned through actual inflows and Foreign Exchange actual outflows during the financial year 2024 are as follows:

		(Rs.	in million)
Sr. No.	Particulars	FY 2024 \|	FY 2023
1	Foreign Exchange Earned	130.11	130.38
2	Foreign Exchange Outgo	158.15	58.96

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place a Policy and Guidelines for Prevention and Prohibition of Sexual Harassment at the Workplace, in compliance with the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Internal Complaints Committee ("ICC") is responsible for addressing complaints related to sexual harassment in the workplace.

This policy applies to all employees, including permanent, contractual, temporary, and trainees.

During the year under review, the Company did not receive any complaint of sexual harassment.

ANNUAL RETURN

In accordance with Section 92(3) of the Act and the applicable Rules, the Annual Return of the Company is available on the website of the Company www.igi.org.

MAINTENANCE OF COST RECORDS

In accordance with Section 148(1) of the Act and the applicable Rules, the requirement for maintenance of cost records does not apply to the Company.

INSOLVENCY AND BANKRUPTCY

During the year under review, the Company has not filed any applications, nor are there any pending proceeding against it under the Insolvency and Bankruptcy Code, 2016.

DISCLOSURE OF ONE TIME SETTLEMENT OR LOAN

The Company has not undertaken any one-time settlement concerning loans obtained from the Banks or Financial Institutions during the year under review. Therefore, disclosure relating to the difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan is not applicable.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) read with Section 134(5) of the Act, the Board of Directors, to the best of their knowledge and ability, confirm that-

a. that in the preparation of the Annual Accounts for the year ended 31^st December, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31 ^st December, 2024, and of the profit of the Company for the year ended on that date;

c. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. t he annual accounts have been prepared on a going concern basis;

e. they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

GREEN INITIATIVES

In alignment with the Companyâs commitment to sustainability and its Green Initiatives, an electronic copy of the Notice of this AGM, along with the Annual Report for the financial year 2024, is being sent to all Members whose email addresses are registered with the Company or their Depository Participants.

ACKNOWLEDGEMENTS

The Directors wish to place on record their sincere appreciation for the efforts put in by the Companyâs employees in achieving these encouraging results. The Board also wishes to thank the shareholders, distributors, vendors, customers, bankers, government, and all other business associates for their support throughout the year.

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