International Gemmological Institute (India) Limited (International Gemmological Institute) announced significant investment approvals following its Board of Directors meeting held on January 31, 2026. The board approved a comprehensive USD 18 million investment strategy across its subsidiary network to strengthen its global certification platform.

Board Approvals and Investment Structure

The Board of Directors, based on Audit Committee recommendations, approved two major investment decisions during the meeting that commenced at 4:00 p.m. and concluded at 4:09 p.m.

Both investments will be executed in one or more tranches from time-to-time through subscription of securities in the respective subsidiaries.

Subsidiary Network and Business Operations

International Gemmological Institute BV (IGI Belgium) serves as a wholly-owned subsidiary of IGI India, incorporated on June 30, 1975. IGI Belgium operates diamond, gemstone, and studded jewelry certification services along with gemmological institute services.

International Gemological Institute Inc. (IGI USA), incorporated on March 26, 1979, operates as a wholly-owned subsidiary of IGI Belgium and step-down subsidiary of IGI India.

Strategic Acquisition Objective

The investment funds will support IGI USA's acquisition of 100% share capital in AGL Holdco Inc, making it a wholly-owned subsidiary of IGI USA. This strategic move aims to create a global certification platform combining:

• IGI's industry-leading scale, infrastructure, and market reach
• AGL's deep scientific expertise and pioneering leadership in colored gemstones
• Enhanced trust, transparency, and innovation across the global gem and jewelry industry
• Preservation of scientific independence and integrity for both organizations

Related Party Transactions and Compliance

Both investments constitute related party transactions as IGI Belgium and IGI USA are subsidiaries whose accounts consolidate with IGI India. The investments are based on independent valuer reports and conducted on arm's length basis. The promoter company BCP Asia II Top Co. Pte. Ltd., being IGI India's holding company, makes both IGI Belgium and IGI USA step-down subsidiaries of the promoter.

Implementation Timeline

The company indicated a two-month timeframe for completion of both investment tranches. All investments will be executed through cash consideration, with IGI India maintaining 100% shareholding in IGI Belgium and continuing 100% shareholding in IGI USA through IGI Belgium.

International Gemmological Institute (India) Limited has announced a strategic acquisition that will significantly expand its presence in the colored gemstone certification market. The company's board of directors approved the acquisition of AGL Holdco Inc and its subsidiary American Gemological Laboratories (AGL) through step-down subsidiary IGI USA on January 31, 2026.

Transaction Structure and Financial Details

The acquisition involves IGI USA purchasing 100% stake in AGL Holdco Inc from sellers Christopher P Smith and Helene Smith. The total consideration amounts to USD 13.2 million, structured as follows:

The transaction is expected to complete within 2 months and does not require any governmental or regulatory approvals. Following completion, AGL Holdco will become a wholly-owned subsidiary of IGI USA and a step-down subsidiary of IGI Belgium and IGI India.

Target Company Profile

American Gemological Laboratories, founded in 1977 and headquartered in New York's gem and jewelry district, specializes in comprehensive colored gemstone analysis. The company has demonstrated consistent growth in recent years:

*Based on tax returns

AGL is recognized as a pioneer in the colored gemstone industry, being the first gemological laboratory in the USA to issue country-of-origin reports and the first globally to quantify colored stone quality in a comparative manner. The company provides detailed identification and enhancement reports, country-of-origin reports, and complete colored stone analysis documents for gems of unique importance.

Strategic Rationale and Business Impact

The acquisition creates a comprehensive global certification platform combining IGI's industry-leading scale and infrastructure with AGL's specialized expertise in colored gemstones. Key strategic benefits include:

• Market Expansion: IGI gains access to the fast-growing colored gemstone segment and expands its addressable market
• Revenue Diversification: The transaction diversifies IGI's revenue streams beyond its traditional diamond certification business
• Global Reach: AGL will gain access to IGI's global infrastructure to expand colored gemstone certification services beyond the US market
• Scientific Excellence: The combined entity will leverage AGL's deep scientific expertise and pioneering leadership in colored gemstones

Operational Continuity and Leadership

Christopher Smith will continue as President and Chief Gemologist of AGL, ensuring business continuity and maintaining the laboratory's scientific independence. AGL will remain headquartered in New York and operate independently under its established brand while benefiting from IGI's global network and resources. No immediate operational changes are planned, with both organizations committed to maintaining existing technical standards and client service levels.

Market Positioning

The transaction strengthens strategic linkages between the United States, the world's largest market for fine jewelry and colored gemstones, and India, a global hub for gemstone manufacturing and certification. The combined platform positions the group to serve the global gemstone trade with enhanced scale, scientific capability, and geographic reach, addressing evolving market demands for provenance, transparency, and consistency in gemstone certification.