International Gemmological Institute (India) Ltd

To the Shareholders,

The Board of Directors ("Board") of your Company is pleased to present the Board's 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 Reguirements) 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").

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

(Rs. in million)

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 Auditor's Report, forms part of the Annual Report.

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.

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.

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%.

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.

The Company has declared an interim dividend of Rs. 2.44 (Two Rupees and Forty-Four Paise) per eguity share, with a face value of Rs. 2/- each (i.e., 122%). The total dividend results in a payout of 24% of the Company's 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 Company's Dividend Distribution Policy, in accordance with Regulation 43A of the Listing Regulations. The aforementioned policy is available on the Company's website https://investor.igi.org/ corporate-governance/corporate-policies.

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

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 world's second-largest independent certification and accreditation services provider based on revenue for FY2023 in diamonds, studded jewelry, and colored stones. Flolding 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, Flong 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 IGl's laboratories, further solidifying its industry presence.

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.

During the year under review, the Company received inprinciple approval for listing of 432,159,696 eguity shares with a face value of Rs. 2/- each from BSE and NSE on 7^th October, 2024, respectively. Further, the Company's eguity 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").

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

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

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.

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

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.

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

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 eguity share with a face value Rs. 10/- (Rupees Ten) each into five eguity shares, each with a face value of Rs. 2/- (Rupees Two) each.

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 Company's Authorised Share Capital from Rs. 10,000,000/- (Rupees Ten million), divided into 5,000,000 eguity 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 eguity 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^th November, 2024, respectively, approved an additional increase in the Company's Authorised Share Capital from Rs. 1,000,000,000/- (Rupees One Thousand Million), divided into 500,000,000 eguity 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 eguity shares of face value of Rs. 2/- (Rupees Two) each.

The Board of Directors, at their meeting held on 25^th April, 2024, recommended the issuance of bonus eguity shares in ratio of 200:1 (i.e., 200 bonus eguity shares for every 1 fully paid-up eguity 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 eguity shares.

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

Your Company successfully conducted an Initial Public Offering ("IPO" or "Issue") of 101,323,893 eguity 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 eguity 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 "Employee 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:

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:

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.

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

In compliance with the requirements oftheSEBI (Share Based Employee Benefit and Sweat Equity) Regulations, 2021, the Company's 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 Company's website at https://investor.igi.org/.

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

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 Report', which forms part of this Annual Report.

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.

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.

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

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

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

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

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.

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.

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.

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 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 the financial year 2024. 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 guality of information disseminated, effectiveness in strategic oversight, risk management, and decision-making on key matters such as action plan and other significant corporate decisions.

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.

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

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

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 gualifications, 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 https://investor.igi.org/corporate-governance/corporate- policies/.

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 adeguate 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 Company's website https://investor.igi.org/ oorporate-governanoe/oorporate-polioies/.

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.

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 Company's website https://investor.igi.org/corporate-governance/corporate- policies/.

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 Report'. 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 Company's existence.

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

The Board has established Internal Financial Controls that are commensurate with the nature and size of the Company's 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 Company's internal financial controls remained adeguate and effective throughout the financial year 2024.

These controls ensure:

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

Safeguarding of assets

Prevention and detection of frauds and errors

Accuracy and completeness of accounting records

Timely preparation of reliable financial disclosures

The Company is committed to maintaining the highest standards of Corporate Governance and adheres to the governance reguirements 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.

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.

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.

A statement highlighting the salient features of the financial statements of the Company's 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 Auditor's 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 Company's 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 investor.relations@igi.org.

During the year under review, the following companies continued to be subsidiary of the Company:

The Company has acguired 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 Company's website https://investor.igi.org/corporate- governance/corporate-policies/.

All related party transactions that were entered during the period 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 during the year by the Company.

Accordingly, the disclosure of related party transactions as reguired 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.

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.

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 disgualified 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 reguired 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 Auditors' Reports for both Standalone and Consolidated Audited Financial Statements for the financial year ended 31^st December 2024, do not contain any gualifications, reservation, or adverse remarks.

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

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 Auditor's 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 reguired Regulation 24A of the Listing Regulations.

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

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

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

The details of employee remuneration, as reguired 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 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 reguest to investor.relations@igi. org.

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.

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.

The Company has not undertaken any research and development activities during the financial year 2024.

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

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.

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.

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

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.

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.

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 adeguate 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. the 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 adeguate 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 adeguate and operating effectively.

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 the financial year 2024, is being sent to all Members whose email addresses are registered with the Company or their Depository Participants.

The Directors wish to place on record their sincere appreciation for the efforts put in by the Company's 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.