International Ge IPO

Objects of the Offer

• Maintain our leadership position in certification of laboratory-grown diamonds.

• Expand our presence in the natural diamond and studded jewelry and colored stone vertical.

• Expand our global laboratory network.

• Continue to invest in building brand salience.

• Leverage our strength in education to increase awareness as well as build trust and transparency.

• Continue to invest in technology including AI to improve processes.

• World`s second largest independent certification and accreditation services provider among our global peers for loose stones and studded jewelry and in an industry characterized by barriers to entry.

• First mover and global market leader in providing certification services for the fast-growing laboratory grown diamond industry.

• Extensive range of services for certification and accreditation services provided to a diverse group of customers along the value chain.

• Education initiatives that support spreading awareness, building customer partnerships and our brand.

• Demonstrated track record of delivering growth in revenue, margins and returns.

• Experienced professional management team backed by the largest alternate asset manager globally.

• The Company proposes to use the Net Proceeds from the Fresh Issue for the Proposed Acquisitions, following which the Company will be responsible for overseeing and managing the overall IGI business inside and outside of India. Its may face difficulties managing and administering an internationally dispersed business and may not be able to achieve operational efficiencies following the Proposed Acquisitions, which could adversely affect its business or results of operations.

• Unaudited Pro Forma Condensed Combined Financial Information included in this Red Herring Prospectus is prepared on a voluntary basis for illustration purposes only. Its actual results may differ from the actual outcome of the Proposed Acquisitions as presented in such Unaudited Pro Forma Condensed Combined Financial Information.

• The valuation report obtained for the Proposed Acquisitions is based on various assumptions and may not be indicative of the true value of the IGI Belgium Group and the IGI Netherlands Group.

• A significant portion of the Net Proceeds are proposed to be paid to the Promoter of the Company.

• Its success depends substantially on the value of the company brand and its reputation, and adverse publicity, damage to the company brand or a loss of reputation could impact the demand for its services or erode the company market share or otherwise have a material adverse effect on its business.

• Most of business operations of the Pre-Acquisition Group are conducted on premises obtained on lease or leave and license basis and any inability to seek renewal or extension of such leases or leave and license agreements may materially affect its business operations. Further, certain of these premises have not been registered as required under Indian law.

• Its Promoter acquired the Company in Calendar Year 2023 and does not have significant experience in its line of business.

• Its Promoter will continue to retain significant shareholding in the Company after the Offer, which will allow them to exercise influence over it. Any substantial change in its Promoter`s shareholding, or shareholding of the Company, may have an impact on the trading price of its Equity Shares which could have an adverse effect on the company`s business, financial condition, results of operations and cash flows.

• The company has entered, and may continue to enter into related party transactions which may involve conflicts of interest. Further, its Promoter, Directors, Group Companies, Key Managerial Personnel and Senior Management Personnel have interests in it other than the reimbursement of expenses incurred and normal remuneration and benefits.

• The company does not have exclusive or long term contracts with its customers, and there is no assurance that they will continue to demand for its services.

• There are outstanding legal proceedings involving its Company, Directors, the IGI Belgium Group and the IGI Netherlands Group which may adversely affect its business, financial condition, results of operations and prospects.

• The company relies significantly on its information technology systems for the company`s business and operations. A failures of its information technology systems, physical or electronic security protections, or an interruption in their operation due to internal or external factors including cyber-attacks or insider threats, could have a material adverse effect on its business, financial condition or results of operations.

• If the company is unable to establish and maintain an effective system of internal controls and compliances, its business and reputation could be adversely affected.

• The company does not maintain insurance coverage for any claims incurred by customers in connection with the certification process, and any successful claims could expose it to damages.

• The Company has received a letter from the Ministry of Corporate Affairs, Government of India ("MCA") alleging certain non compliances under certain provisions of the Companies Act, 2013 and applicable accounting standards pertaining to periods prior to its Promoter acquiring the Company. Its may be subject to regulatory actions including fines, penalties, if any, in this regard.

• The Offer includes an Offer for Sale, the proceeds of which will not be available to it.

• Its ability to invest in foreign subsidiaries or joint ventures is constrained by applicable restrictions under Indian overseas investment laws as well as laws of the relevant international jurisdictions, which could adversely affect its business prospects and international growth strategy.

• Its business depends on the company ability to attract and retain skilled employees, including its Key Managerial Personnel, Senior Management Personnel and gemologists. The company failures to attract or retain such personnel could materially and adversely affect its business, results of operations and financial condition.

• The Pre-Acquisition Group derived a significant portion of its revenue from the company`s top 15 customers, and any inability to retain its key customers or attract new customers and expand the company customer network, could negatively affect its business and results of operations.

• The company does not have a formal business succession policy, and any failures to develop or implement an adequate succession plan may adversely affect the long term success of its business.

• The revenue of the Pre-Acquisition Group is primarily concentrated in the states of Gujarat and Maharashtra in India, and any adverse developments affecting these regions in India could adversely affect its business, financial condition, results of operations and cash flows.

• The Pre-Acquisition Group has experienced growth in the past few years and if the company is unable to sustain or manage its growth, or successfully execute its growth strategy, the company`s business and results of operations may be adversely affected.

• The company is primarily in the business of the certification and accreditation of natural diamonds, laboratory-grown diamonds, studded jewelry and colored stones, and any adverse changes in the conditions affecting these industries, including a decrease in prices or supply, can adversely impact its business, financial condition, results of operations, cash flows and prospects.

• There were certain instances of delays in payment of statutory dues by it. Future delays in payment of statutory dues could attract financial penalties or other regulatory actions from the respective government authorities and in turn adversely affect its financial condition and cash flows.

• Its may be unable to sufficiently obtain, maintain, protect, or enforce the company intellectual property and other proprietary rights and may experience counterfeit certificates, which could devalue the trust associated with genuine certifications.

• Due to the inherent subjective nature of the grading process, its may not be successful in the prevention of fraud, discrepancies, human error or quality control issues during its certification process, which could have a material adverse effect on the company`s business, reputation and financial performance.

• The company face competition globally in its business, which could result in pricing pressures or an inability to compete effectively, and have a material adverse effect on its business, results of operations, financial condition, cash flows and future prospects.

• The volumes that its customers require from the company, including the mix of services required by its customers, are subject to fluctuations, and any inability to adapt to these changes could adversely affect its business, financial condition, results of operations and cash flows.

• The company may be subject to losses arising from the theft, fraud or loss of diamonds, studded jewelry and colored stones during the certification process, and its insurance coverage may be inadequate to protect the company against all potential losses, which may have a material adverse effect on its business, financial condition, results of operations and prospects.

• The company relies on laboratory equipment for its business operations, and any failures to maintain or upgrade the company equipment in a cost- efficient manner may adversely affect its business, financial condition, results of operations and prospects.

• Any unplanned disruptions at its laboratories, or any failures to expand the company laboratory network in a timely and costeffective manner, could have an adverse effect on its business, financial condition, results of operations and prospects.

• If the company fails to keep pace with technological advances in its industry, the company business may be adversely affected.

• The company requires certain approvals and licenses in the ordinary course of business and are required to comply with certain rules and regulations to operate its business, and the failure to obtain, retain and renew such approvals and licenses or comply with such rules and regulations, and the failures to obtain or retain them in a timely manner or at all may adversely affect its operations.

• Any variation in the utilization of the Net Proceeds would be subject to certain compliance requirements, including prior shareholders` approval.

• The company faces credit risks due to its trade receivables in the ordinary course of business.

• Volatility in the supply and pricing of paper used for the printing of certificates may have an adverse effect on its business, financial condition and results of operations.

• The examination reports on its Restated Financial Information disclose emphasis of matter paragraphs, and the company cannot assure that its financial information for future periods will not contain emphasis of matters.

• Its contingent liabilities could adversely affect the company financial condition, results of operations and cash flows.

• Global health epidemics, such as the COVID-19 pandemic, have had, and could in the future have, an adverse effect on its business and results of operations, and the markets in which the company and its customers are present in.

• The company has presented certain non-GAAP measures of its performance and liquidity which is not prepared under or required under Ind AS.

• Significant differences exist between Ind AS and other accounting principles, such as US GAAP and IFRS, which may be material to investors` assessments of its financial condition.

• This Red Herring Prospectus contains information from an industry report which the company has commissioned and paid for from Redseer.

• Following the completion of the Proposed Acquisitions, its international operations subject it to risks, including unfavorable political, regulatory, labor, tax and economic conditions in other countries that could adversely affect its business, financial condition and results of operations.

• Exchange rate fluctuations may adversely affect the results of operations, liquidity and financial condition of the PostAcquisition Group and cause its future financial results to fluctuate.

• Following the completion of the Proposed Acquisitions, its international operations could subject it to additional risks associated with information technology systems, including any inability to transition or upgrade to new technological platforms and increased risks of cybersecurity incidents which could disrupt its business of the Post Acquisition Group.