DIRECTORS' REPORT

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 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
(“EBIDTA") 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:

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.

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
“INTERNATIONAL GEMMOLOGICAL INSTITUTE (INDIA)
LIMITED" to “INTERNATIONAL 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
“INTERNATIONAL GEMMOLOGICAL INSTITUTE (INDIA)
LIMITED" to “INTERNATIONAL 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 (“ESOP
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 (“SBEB &
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 (“AGM") 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 (“NRC") 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 (“KMP") 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 (“NRC 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
(“RMC") 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 consultants—including 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:

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

• comprehensive safeguarding of all corporate assets;

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

• absolute accuracy and completeness of all accounting
and financial records; and

• 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 (“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.

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

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
investor.relations@igi.org.

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 Holdco”) and its
wholly owned subsidiary viz., American Gemological
Laboratories, LLC ("AGL LLC”). Founded in 1977, American
Gemological Laboratories ("AGL”) 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 Subsidiary” 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) (“MSKA") (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 toinvestor.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.

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:

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

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

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

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

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

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

• 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.