Directors Report of Pearl Global Industries Ltd.

Mar 31, 2025

Your directors have pleasure in presenting their 36^th Annual Report on the business and operations of the Company together
with the Audited Financial Statements for the financial year ended March 31,2025.

Financial Results

Particulars	Consolidated		Standalone
	2024-25	2023-24	2024-25	2023-24
Revenue from operations	4,50,628.79	3,43,615.11	1,19,616.36	95,366.71
Other Income	3,355.40	3,236.87	5,515.02	4,232.27
Total Expenses	4,27,707.22	3,27,585.87	1,19,361.76	96,482.37
Profit from Operations Before Exceptional Item and Taxes	26,276.97	19,266.11	5,769.62	3,116.61
Exceptional Item	(456.32)	(60.14)	(525.00)	(68.92)
Profit Before Tax	26,733.29	19,205.97	6,294.62	3,047.69
Tax Expense (including deferred taxes)	3,656.22	2,293.61	804.55	223.92
Profit After Tax	23,077.07	16,912.36	5,490.07	2,823.77
Other Comprehensive Income/(Loss)	(1971.19)	(487.62)	(210.78)	147.71
Total Comprehensive Income	21,105.88	16,424.74	5,279.29	2,971.48
Earnings per share (?)
(a) Basic	54.96	40.26	12.15	6.50
(b) Diluted	52.87	40.05	11.69	6.45

FINANCIAL PERFORMANCE, STATE OF THE AFFAIRS OF
THE COMPANY AND FUTURE OUTLOOK

During the year, your Company’s consolidated revenue from
operations was '' 4,50,628.79 Lakhs as against '' 3,43,615.11
Lakhs in the previous year and Net Profit '' 23,077.07 Lakhs
as against Net Profit '' 16,912.36 Lakhs in the previous year.
Further during the year, your Company’s standalone revenue
from operations was '' 1,19,616.36 Lakhs as compared
to '' 95,366.71 Lakhs in the previous year and Net Profit
'' 5,490.07 Lakhs as compared to Net Profit '' 2,823.77 Lakhs
in the previous year.

Pearl Global Industries Limited (PGIL) is one of the India’s
largest listed garment exporters, manufacturing from
multiple sourcing regions within India and countries
within South Asia. A preferred long-term vendor to most
leading global brands, we are amongst the leading player
in our Industry. Our mainstay business is to create value
from competitively manufacturing and exporting fashion
garments to leading global brands.

PGIL is a worldwide clothing manufacturing Company that
provides end-to-end supply chain solutions to global brands
with its integrated production capabilities centred on Design
and Development, Global Manufacturing, Marketing and
Distribution, and Sourcing and Supply Chain. The Company
develops apparels for all genders and age groups across
locations and style preferences. During the year 2024-25,
the Company has commenced operations in another
manufacturing facility in India, located at Muzaffarpur

(Bihar), hence the Company now has twenty-five state-of-
the-art manufacturing plants across five countries including
India (Gurugram, Chennai, Bengaluru and Muzaffarpur),
Bangladesh, Vietnam, Indonesia and Guatemala and has
design centres in India, Indonesia, Bangladesh, Vietnam,
U.S.A (New York), Spain, Hong Kong and United Kingdom.
Our product portfolio includes Knits, Wovens, Denim,
Outerwear, Activewear & Athleisure, Sleepwear and Lounge.
We are a well-diversified company with a de-risked
manufacturing base having multinational presence. Our
business is primarily focused on the export of apparels
with USA contributing the highest amongst all countries.
Marquee Clientele includes Kohl’s, PVH, Poligono, Ralph
Lauren, Stylem, Old Navy, PRIMARK, Chicos, Macy’s, Target
among others. We have a total capacity to manufacture
around 93.2 Million garments per annum including own and
partnership facilities.

The Company is continuously striving to add more strategic
customers and growing manufacturing facilities to manage
more complex processes, which will not only help us
improve per-piece realisation but also enable us to better
serve our customers’ evolving needs. Pearl Global aims to
leverage expansion opportunities into new geographies
and diversifying product portfolios, thus adding value to
its growth. Furthermore, Pearl Global is strengthening
its partnership model in overseas countries to serve
its customers by meeting all their requirements, also
maximising the return for the investors with improved return
ratios.

We strive to be the most preferred vendor to the top global
apparel brands and be ranked amongst the top garment
manufacturers in the world, in terms of quality, service
standards and ultimately-customers satisfaction, keeping
in line with our broader vision.

CREDIT RATING

During the year, ICRA Long-term credit rating upgraded to
[ICRA] A (Stable) from [ICRA] A- (Stable) and Short Term
Rating upgraded to [ICRA] A! from [ICRA] A2 .

TRANSFER TO GENERAL RESERVES

The Board of Directors do not propose to transfer any
amount to Reserve.

DIVIDEND DISTRIBUTION POLICY

The Company has a Dividend Distribution Policy in place as
required under Regulation 43A of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 ("Listing
Regulations"), as amended from time to time.

The Dividend Distribution Policy may be accessed on
the Company’s website at https://www.pearlglobal.com/
investor-relations/corporate-governance/#
1658924263399-b8a03d53-bf16

DIVIDEND

The Board of Directors had declared the following Interim
Dividend for the financial year in compliance with the
Dividend Distribution Policy.

Particulars	2024-25
	Interim Dividend	Interim Dividend
Date of Declaration	November 12, 2024	May 20, 2025
Record Date	November 27, 2024	May 26, 2025
Rate of Dividend per share (Face Value of '' 5 per share)	'' 5/- per Equity Share	'' 6.50/- per Equity Share
%	100%	130%
Total Payout (? in Lakhs)	2,294.80	2, 986.74

Pursuant to the Finance Act, 2020, dividend is taxable in the
hands of the shareholders with effect from April 01, 2020
and tax has been deducted at source on the Dividend at
prevailing tax rates inclusive of applicable surcharge and
cess based on information received by the Registrar &
Transfer Agent and the Company from the Depositories.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year, Dr. Rajiv Kumar (DIN: 02385076),
Independent Director had resigned from the Board of the
Company w.e.f. the close of business hours on December
16, 2024 due to pre-occupation.

Further, tenure of Mrs. Madhulika Bhupatkar (DIN: 08712718)
as Independent Director has completed on March 17, 2025,
consequently she has ceased to be Director of the Company.
Your directors placed on record their appreciation for the
valuable contribution made by Dr. Rajiv Kumar and Mrs.
Bhupatkar during their tenure as Directors of the Company.
The Board of Directors in its meeting held on February
1 1, 2025, on the recommendation of Nomination and
Remuneration Committee, re-appointed Mr. Pallab Banerjee
(DIN: 07193749) as Managing Director and Mr. Deepak
Kumar (DIN: 09497467) as Whole Time Director of the
Company, for a period of three years with effect from April
01,2025 and February 14, 2025, respectively and appointed
Mr. Rahul Mehta Narendra (DIN 00165521) and Mrs. Jyoti
Arora (DIN 00353071) as Additional Directors in the category
of Non-Executive, Independent Directors for a period of
three years, w.e.f. February 1 1,2025.

The Company has also obtained shareholders’ approval for
re-appointment of the aforesaid Directors through Postal
Ballot on March 21,2025.

The Company has received necessary declaration from
Independent Directors of the Company that they meet the
criteria of their Independence as laid down in Section 149(6)
of the Companies Act, 2013 ("the Act") and Regulation 25(8)
of the Listing Regulations.

In compliance with Regulation 17(1A) of the Listing
Regulations, the Company has obtained shareholders’
approval for continuation of Directorship of Dr. Deepak
Kumar Seth beyond the age of 75 years, through Postal
Ballot on March 21,2025.

Pursuant to the provisions of Section 152 of the Act and the
Company’s Articles of Association, Mrs. Shifalli Seth (DIN:
01388430), Director will retire by rotation at the forthcoming
36^th Annual General Meeting ("AGM") and is eligible, for
re-appointment. The Board of Directors recommend the
proposal of her re-appointment as Director in the Notice
convening the 36^th AGM for approval of the Members of the
Company.

Mrs. Shifalli Seth is not disqualified under Section 164(2) of
the Act and not debarred from holding the office of Director
pursuant to order of SEBI or any other authority.

BOARD MEETINGS

During the financial year 2024-25, meetings of the Board
of Directors were held on May 20, 2024, August 12, 2024,
November 12, 2024, and February 11,2025.

KEY MANAGERIAL PERSONNEL

As per the provisions of Section 203 of the Act, Mr. Pallab
Banerjee - Managing Director, Mr. Shailesh Kumar and
Mr. Deepak Kumar - Whole Time Directors, Mr. Sanjay
Gandhi- Group CFO, Mr. Narendra Kumar Somani - Chief
Financial Officer, and Ms. Shilpa Saraf - Company Secretary
and Compliance Officer are the Key Managerial Personnel of
the Company.

During the year under review, there is no change in the Key
Managerial Personnel of the Company.

BOARD EVALUATION

The annual evaluation process of the Board of Directors,
Individual Directors and Committees was conducted in
accordance with the provisions of the Act and the Listing
Regulations.

The Board evaluated its performance after seeking inputs
from all the Directors on the basis of criteria such as
the Board composition and structure, effectiveness of
Board processes, information and functioning, etc. The
performance of the Committees was evaluated by the Board
after seeking inputs from the committee members on the
basis of criteria such as the composition of committees,
effectiveness of committee meetings, performance of
specified duties, obligations and governance, level of
engagement and contribution etc. The above criteria are
broadly based on the Guidance Note on Board Evaluation
issued by SEBI.

The Board and the Nomination and Remuneration
Committee reviewed the performance of the individual
Directors on the basis of the criteria such as the contribution
of the individual Director to the Board and Committee
meetings like preparedness on the issues to be discussed,
meaningful and constructive contribution and inputs in
meetings, etc.

In a separate meeting of Independent Directors held on
January 28, 2025, performance of Non-Independent
Directors, performance of the Board as a whole and
performance of the Chairman was evaluated, taking into
account the views of Executive Directors and Non-Executive
Directors. The same was discussed in the Board meeting
that followed the meeting of the Independent Directors, at
which the performance of the Board, its committees and
Individual Directors was also discussed.

FAMILIARISATION PROGRAMME FOR INDEPENDENT
DIRECTORS

At the time of appointing a Director, a formal letter of
appointment is given to the concerned Director, which inter-
alia explains the roles, function, duties and responsibilities

as expected from a Director of the Company. The Director is
also explained in detail, the compliance requirements under
the Act, the Listing Regulations and various statutes. The
Company also undertakes a one-to-one discussion with the
newly appointed Director to familiarise him/ her with the
Company’s operations.

Further, on an ongoing basis as a part of Agenda of
Board/ Committee Meetings, presentations are regularly
made to the Independent Directors on various matters
inter-alia covering the Company’s and its subsidiaries
businesses and operations, industry and regulatory
updates, strategies, finance, risk management framework,
role, rights, responsibilities of the Independent Directors
under various statutes and other relevant matters. Details
of the programme for familiarisation of Independent
Directors with the working of the Company are available
on the website of the Company and can be accessed on
https://www.pearlglobal.com/investor-relations/corporate-
governance/#1658924263399-b8a03d53-bf16

NOMINATION, REMUNERATION AND BOARD DIVERSITY
POLICY

The Board of Directors have framed the Nomination,
Remuneration and Board Diversity policy which lays down
a framework in relation to appointment and remuneration
of Directors, Key Managerial Personnel and Senior
Management of the Company. The Policy broadly lays down
the guiding principles, philosophy and the basis for payment
of remuneration to Executive and Non-Executive Directors
(by way of sitting fees), Key Managerial Personnel and
Senior Management.

The policy also provides the criteria for determining
qualifications, positive attributes and Independence of
Director and criteria for appointment and removal of
Directors, Key Managerial Personnel / Senior Management
and performance evaluation which are considered by the
Nomination and Remuneration Committee and the Board of
Directors.

The Policy sets out a framework that assures fair and
optimum remuneration to the Directors, Key Managerial
Personnel, Senior Management Personnel such that the
Company’s business strategies, values, key priorities and
goals are in harmony with their aspirations. The policy lays
emphasis on the importance of diversity within the Board,
encourages diversity of thought, experience, background,
knowledge, ethnicity and perspective etc. The policy is
directed towards rewarding performance, based on review
of achievements. It is aimed at attracting and retaining
high calibre talent. The Board reviews and carries out the

necessary amendments in the Policy from time to time.

The Nomination and Remuneration Policy of the Company
is annexed herewith as Annexure-I with this report and
also available on the website of the Company at https://
www.pearlglobal.com/investor-relations/corporate-
governance/#1658924263399-b8a03d53-bf16

CODE OF CONDUCT FOR DIRECTORS AND SENIOR
MANAGEMENT

The Company has formulated a Code of Conduct for
Directors and Senior Management Personnel in terms of
Listing Regulations. An affirmation on the same duly signed
by the Managing Director of the Company forms part of the
Corporate Governance Report.

MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments affecting the
financial position of your Company have occurred between
the end of the financial year of the Company to which the
financial statements relates and on the date of this report.

INTERNAL FINANCIAL CONTROLS, THEIR ADEQUACY AND
RISK MANAGEMENT

Your Company has an effective internal control and
risk-mitigation system, which is constantly assessed
and strengthened with new/revised standard operating
procedures. The Company’s internal control system is
commensurate with its size, scale and complexities of
operations.

Business risks and mitigation plans are reviewed, and the
internal audit conducted by the Internal Auditors, M/s. Ernst
and Young LLP include evaluation of all critical and high-
risk areas. Critical functions are rigorously reviewed, and the
reports of Internal Auditor are shared with the Management
for timely corrective actions, if any. During the year under
review, there were no elements of risk which in the opinion
of the Board of Directors impact on the business and
operations of the Company. Risks that arise in the business
of the Company are mitigated in accordance with the Risk
Management Framework and Policy.

The Audit Committee of the Board of Directors actively
reviews the adequacy and effectiveness of the internal
control systems and evaluates the recommendations of the
Risk Management Committee of the Board.

The Audit Committee suggests improvements and utilises
the reports generated from a Management Information
System integral to the control mechanism.

ENVIRONMENT, HEALTH AND SAFETY

The Company is conscious of the importance of
environmentally clean and safe operations. The Company’s
policy requires conduct of operations in such a manner
so as to ensure safety of all concerned, compliances of
environmental regulations and preservation of natural
resources.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

The Human Resources function works as a strategic
partner to the business. The technical and quality demands
of the industry combined with our own vision to expand
significantly over the next few years have ensured that we
build an agile, engaged, and energised work force.

Your company ensures that employees are aligned with the
organisational culture and values whilst never losing sight
of our business objectives. Technical and safety training
programmes are given periodically to workers.

The Company has a robust performance evaluation process
through which individual goals are aligned to organisational
goals so that the individuals and the organisation grow in
tandem.

During the year under review, the Industrial relations
remained generally cordial.

COMMITTEES OF THE BOARD

The details of the Committees of the Board along with
their composition, attendance of members and number
of meetings held during the financial year 2024-25 are
provided in the Report on Corporate Governance forming
part of the Annual Report 2024-25.

VIGIL MECHANISM

The Company has a Vigil Mechanism, which also
incorporates a whistle blower policy in terms of Listing
Regulations made by the SEBI. Protected disclosures can
be made by a whistle blower through a letter to the Vigilance
Officer or to the Chairman of the Audit Committee. The
policy on vigil mechanism and whistle blower policy may be
accessed on the Company’s website at the link: https://www.
pearlglobal.com/investor-relations/corporate-governance.
During the year, no complaint was received.

CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility Committee of the
Company has formulated a Corporate Social Responsibility
Policy (CSR Policy) indicating the activities to be undertaken
by the Company, which has been approved by the Board.

The CSR Policy may be accessed on the Company’s
website at https://www.pearlglobal.com/investor-relations/
corporate-governance/#1658924263399-b8a03d53-bf16
Your Company had undertaken CSR activities in the areas
of education, rural development, environment sustainability
and promoting health care activities for the financial year
2024-25. The prescribed CSR amount for the financial year
2024-25 was '' 35.80 Lakhs. However, the Company spent ''
40.78 Lakhs during the financial year 2024-25.

The Annual Report on CSR activities is annexed herewith as
Annexure-II.

SUBSIDIARY COMPANIES

During the year under review, the Company, through its
step-down subsidiary DSSP Global Limited, Hong Kong,
has acquired additional stake of 15.01% in its step-down
subsidiary PT Pinnacle Apparels, Indonesia, from minority
shareholder. After this acquisition, company’s stake through
its step-down subsidiary increased from 69.92% to 84.93%.
The Company has acquired additional stake of 25% in its
subsidiary Pearl GT Holdco Limited, British Virgin Islands.
After this acquisition, company’s stake increased from 55%
to 80%.

The Company has incorporated a Subsidiary i.e. Pearl
Knitting & Dyeing Industries Limited in Bangladesh, on March
23, 2025, with 99.90% stake, for Knit Fabric Processing along
with garment manufacturing facility.

During the year under review, A&B Investment Limited, UAE,
a step-down subsidiary of the Company has been liquidated.
Pursuant to Section 129(3) of the Act, a statement
containing the salient features of the financial statements
of the subsidiary companies is attached to the Financial
Statements in Form AOC-1. The Company will make
available the said financial statements and related detailed
information of the subsidiary companies upon the request
by any member of the Company.

The financial statements of the Company, along with the
relevant documents and separate audited accounts in
respect of subsidiaries, are available on the website of
the Company at https://www.pearlglobal.com/investor-
relations/annual-reports/

MATERIAL SUBSIDIARY

Pearl Global (HK) Limited and Norp Knit Industries Limited
are material subsidiaries of the Company as per the
thresholds laid down under the Listing Regulations for the
2024-25. The Board of Directors of the Company have
approved a Policy for determining material subsidiaries
which is in line with the Listing Regulations as amended
from time to time. The Policy can be accessed at https://

www.pearlglobal.com/investor-relations/corporate-

governance/#1658924263399-b8a03d53-bf16

AUDITORS & REPORTS OF THE AUDITORS

a) STATUTORY AUDITORS

Pursuant to the provisions of Section 139 of the Act,
M/s. S. R. Dinodia & Co. LLP Chartered Accountants
(Firm’s Registration No. 001478N/N500005) were
appointed as Statutory Auditors by the members of
the Company in their 33^rd Annual General Meeting held
on September 26, 2022, for a period of five years, with
effect from financial year 2022-23.

The Statutory Auditors’ Reports (Consolidated &
Standalone) for the financial year ended March 31,
2025 do not contain any qualification, reservation or
adverse remark. The Auditors’ Reports are enclosed
with the financial statements in this Annual Report.
During the year under review, the Statutory Auditors
have not reported any matter under Section 143(12) of
the Act.

b) SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Act, read
with the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, and Listing
Regulations, M/s Jayant Sood & Associates, Practicing
Company Secretaries, was appointed as Secretarial
Auditor of the Company for the financial year 2024-25.
The Secretarial Audit Report submitted by M/s Jayant
Sood & Associates for the Financial Year 2024-25 is
annexed as Annexure-III and forms part of this report.
Further, there are no qualification, reservation, adverse
remarks or disclaimer made by the Secretarial Auditor in
their report for the financial year ended March 31,2025,
except the fine imposed by the Stock Exchanges on
delay in composition of Audit Committee, Nomination
and Remuneration Committee and Stakeholders
Relationship Committee. The Management remarks
on the above is provided in the Secretarial Audit Report.
During the year under review, the secretarial Auditors
have not reported any matter under Section 143(12) of
the Act.

In terms of Regulation 24A of SEBI (Listing Obligations
and Disclosures Requirements) Regulations, 2015,
a Resolution for appointment of M/s. RSM & Co.,
Company Secretaries, as Secretarial Auditor for a
period of five years, effective from 2025-26 is proposed
in the Notice calling 36^th Annual General Meeting of the
Company.

c) INTERNAL AUDITOR

Pursuant to the provisions of Section 138 of the
Act, M/s. Ernst and Young LLP New Delhi, were
appointed as Internal Auditors of the Company till
March 31,2026.

d) COST AUDIT

Cost Audit and Maintaining of cost records as specified
by the Central Government under section 148(1) of the
Act, is not applicable to your Company.

ANNUAL RETURN

Pursuant to the Section 92(3) of the Act, read with the
Companies (Management and Administration) Rules, 2014,
Annual Return of the Company for the financial year 2024¬
25 in the prescribed Form MGT-7 is available on the website
of the Company at https://www.pearlglobal.com/investor-
relations/corporate-governance/#1 659529494699-
136d7e08-94ef.

RELATED PARTY TRANSACTIONS

The Company in the normal course of its business, enters
into related party transactions with its subsidiaries and group
companies engaged in similar business and for common
services. The Audit Committee approves all the Related
Party Transactions in compliance with the provisions of
the Act and Listing Regulations. Prior approval of the
Audit Committee is obtained for undertaking Related Party
Transactions, where required. Omnibus approval is obtained
on a yearly basis for transactions which are repetitive in
nature. Transactions entered pursuant to omnibus approval
are placed before the Audit Committee and the Board for
review and approval / noting on a quarterly basis. Also
the Company has obtained prior approval of members for
Material Related Party Transactions.

All related party transactions entered during the financial
year were in the ordinary course of business and on an
arm’s length basis.

There were no material related party transactions during
the year under review with the Promoters, Directors or
Key Managerial Personnel. Details of all related party
transactions are mentioned in note no. 47 of Standalone
financial statements forming part of the Annual Report.
The Company has developed a robust framework
through Standard Operating Procedures for the purpose
of identification and monitoring of such related party
transactions.

None of the Directors have any pecuniary relationship or
transactions vis-a-vis the Company except remuneration.

PARTICULARS OF LOANS, GUARANTEES AND
INVESTMENTS

The Particulars of Loans, guarantees and investments
covered under Section 186 of the Act forms part of the notes
to the standalone financial statements.

DEPOSITS

The Company has not accepted any deposits falling under
the Section 73 of Act and the Rules framed thereunder
during the year under review.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of the
Act, with respect to Directors Responsibility Statement, your
Directors state that:

a) in the preparation of the annual accounts for the
financial year ended March 31, 2025, the applicable
accounting standards have been followed along with
proper explanation relating to material departures.
There are no material departures from the same;

b) the Directors have selected such accounting policies
and applied them consistently and made judgements
and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the
Company at the end of the financial year March 31,
2025 and of the profit and loss of the Company for that
period;

c) the Directors 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) the Directors have prepared the annual accounts on a
''going concern’ basis;

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

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

LISTING

The shares of your Company are listed at BSE Limited and
National Stock Exchange of India Limited, Mumbai. The
listing fees for the year 2025-26 has been paid to the Stock
Exchanges.

REGISTRAR AND SHARE TRANSFER AGENT

During the year under review, name of Registrars and Share
Transfer Agent (RTA) of the Company, has been changed
from M/s. Link Intime India Private Limited to M/s. MUFG
Intime India Private Limited.

MUFG Intime India Private Limited acts as a common
agency both for physical and demat shares, as required
under Securities Contract (Regulation) Act, 1956. The details
of RTA forms part of the Corporate Governance Report.

CORPORATE GOVERNANCE

Report on Corporate Governance along with the certificate
from the Practicing Company Secretary, confirming
compliance of conditions of Corporate Governance as
stipulated under Schedule V of the Listing Regulations
forms part of the Annual report 2024-25.

SHARE CAPITAL

As on March 31, 2025, Authorised Share Capital of the
Company is '' 84,01,00,000 (Rupees Eighty Four Crores and
One Lakh Only) divided into: -

1. 10,28,80,000 (Ten Crores Twenty-Eight Lakhs and
Eighty Thousand) Equity Shares of '' 5/- each.

2. 32,56,000 (Thirty-Two Lakhs and Fifty-Six Thousand)
10.5% Non Cumulative Redeemable Preference Shares
of '' 100/- each.

3. 10,000 (Ten Thousand) 4% Non-Cumulative
Redeemable Preference Shares of '' 10/- each.

During the year under review, the Company has allotted
3,06,500 equity shares of face value of '' 5/- each, pursuant
to exercise of Stock Options by the eligible employees of
the Company/Subsidiaries under Pearl Global Industries
Limited Employee Stock Option Plan - 2022.

During the year, the Company had raised '' 149.50 Crores
through Qualified Institutional Programme (QIP) as per
details given below:

Date of issue and allotment	July 19, 2024
Method of allotment	QIP
Issue price (?)	731/-
Number of shares allotted	20,45,143

As on March 31, 2025, the issued, subscribed and paid-up
Equity Share Capital of the Company is '' 22,96,75,835/-divided
into 4,59,35,167 Equity Shares of '' 5/- each.

During the year under review, the Company has neither
issued any shares with differential voting rights nor sweat
equity shares or warrants.

EMPLOYEE STOCK OPTION PLAN

Pursuant to the approval of the members by way of
Postal Ballot held on August 28, 2022, your Company had
implemented Pearl Global Industries Limited - Employee
Stock Option Plan - 2022 ("the Plan") to create, offer, grant,
issue and allot under the Plan, a maximum of 7,27,000 Stock
Options exercisable into 7,27,000 Equity Shares of face
value of '' 10/- each fully paid up to the eligible employees.
Further, the Nomination and Remuneration Committee had
amended the Plan for giving the effect of sub-division of face
value of equity shares from '' 10/- each to '' 5/- as approved
by the shareholders through Postal Ballot on December
19, 2023. Consequently, the total Stock Options under the
Plan stands as 14,54,000 Stock Options convertible into
14,54,000 Equity Shares of face value of '' 5/- each fully paid
up to the eligible employees.

The Company has obtained a Certificate from the
Secretarial Auditors of the Company that the Plan has
been implemented in accordance with the SEBI (Share
Based Employee Benefits and Sweat Equity) Regulations,
2021 (SBEB Regulations), and the resolution passed by the
members of the Company.

Further, in terms of the provisions of Regulation 14 of the
SBEB Regulations, the required disclosures are annexed as
Annexure IV.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report on the
operations of the Company, as required under the Listing
Regulations is provided in a separate section and forms an
integral part of this Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

As per Regulation 34(2)(f) of Listing Regulations, a Business
Responsibility and Sustainability Report is annexed as
Annexure V and forms an integral part of this Report

PARTICULARS OF EMPLOYEES AND RELATED
DISCLOSURES

The Disclosure required under Section 197(12) of the Act
read with the Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, is
annexed as Annexure VI and forms an integral part of this
Report.

The statement comprising the names of top 10 employees
in terms of remuneration drawn and every person employed
throughout the year, who were in receipt of remuneration

in terms of Rule 5(2) and Rule 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014 is annexed as Annexure VII and forms an
integral part of this annual report. The said Annexure is not
being sent along with this annual report to the members
of the Company in line with the provisions of Section 136
of the Act. Members who are interested in obtaining these
particulars may write to the Company Secretary at the
Registered Office of the Company. The aforesaid Annexure
is also available for inspection by Members at the Registered
Office of the Company, 21 days before and up to the date
of the ensuing Annual General Meeting during the business
hours on working days. None of the employees listed in the
said Annexure is a relative of any Director of the Company.
None of the employees hold (by himself/herself or along
with his/her spouse and dependent children) more than two
percent of the Equity Shares of the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION
AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars relating to conservation of energy,
technology absorption, foreign exchange earnings and
outgo, as required under Section 134(3)(m) is annexed as
Annexure VIII and forms an integral part of this Report.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION
FUND

The Company has transferred unclaimed/unpaid dividend
amounting to '' 7,77,422/- during the financial year 2024-25
to Investor Education and Protection Fund (IEPF) established
by the Central Government, in compliance with the Act. The
above said amount represents unclaimed dividend for the
financial year 2016-17 which was lying with the Company
for a period of seven years.

Any shareholder whose shares or unclaimed dividend have
been transferred to the IEPF, may claim the shares under
provision to Section 124(6) or apply for refund under Section
125(3) of the Act, as the case may be, to the Authority by
making an application in Web Form IEPF—5 available on
website www.iepf.gov.in.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS
PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS
AND COMPANY''S OPERATIONS IN FUTURE

No significant and material orders were passed by the
regulators or courts or tribunals impacting the going
concern status and Company’s operations in future.

APPLICATION MADE OR ANY PROCEEDING PENDING
UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016
DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE
END OF THE FINANCIAL YEAR.

No application has been made under the Insolvency and
Bankruptcy Code. The requirement to disclose the details
of application made or any proceeding pending under the
Insolvency and Bankruptcy Code, 2016 (31 of 2016) during
the year along with their status as at the end of the financial
year is not applicable.

REPORT ON SEXUAL HARASSMENT-INTERNAL
COMPLAINTS COMMITTEE

Pursuant to the provisions of The Sexual Harassment
of Women at the Workplace (Prevention, Prohibition and
Redressal) Act, 2013, Internal Complaints Committee
has been set up to redress complaints received regarding
sexual harassment. All employees (permanent, contractual,
temporary, trainees) are covered under this policy. One
complaint was received and resolved during the financial
year 2024-25.

SECRETARIAL STANDARDS

During the year under review, your Company has complied
with the applicable Secretarial Standards issued by the
Institute of Company Secretaries of India.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE
VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT
AND THE VALUATION DONE WHILE TAKING LOAN FROM
THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH
THE REASONS THEREOF

During the period under review, the Company has not
entered into any one-time settlement against any loan taken
from bank or other financial institution.

ACKNOWLEDGEMENT

Your Directors wish to thank its customers, Business
Associates, Members, Bankers, Government Bodies &
Regulators for their continued support and faith reposed in
the Company. Your Directors also wish to place on record
appreciation for the contribution made by Employees for
their commitment and dedication towards the Company.

For and on behalf of the Board
for Pearl Global Industries Limited

(Pulkit Seth) (Pallab Banerjee)

Place: Gurugram Vice-Chairman Managing Director

Date: May 20, 2025 DIN 00003044 DIN 07193749

---

Mar 31, 2024

The directors have pleasure in presenting their 35^th Annual Report on the business and operations of the Company together with the Audited Financial Statements for the financial year ended March 31,2024.

FINANCIAL RESULTS

(Rs. in Lakh)
Particulars	Consolidated		Standalone
	2023-24	2022-23	2023-24	2022-23
Income from operations	3,43,615.11	3,15,840.92	95,366.71	1,10,377.07
Other Income	3,236.87	2,280.99	4,232.27	3,035.51
Total Income	3,46,851.98	3,18,121.91	99,598.98	1,13,412.58
EBITDA	30,780.37	25,553.50	4,931.89	6,959.91
Profit before Tax	19,205.97	17,584.92	3,047.69	6,167.05
Provision for Tax	2,293.61	2,285.70	223.92	785.40
Net Profit /(loss) for the period	16,912.36	15,299.22	2,823.77	5,381.65
Earnings per share (a) Basic	40.26	34.45	6.50	12.42
(b) Diluted	40.05	34.40	6.45	12.39

FINANCIAL PERFORMANCE, STATE OF THE AFFAIRS OF THE COMPANY AND FUTURE OUTLOOK

During the year, your Company’s consolidated income from operations was '' 3,43,615.11 Lakhs as against '' 3,15,840.92 Lakhs in the previous year and Net Profit was '' 16,912.36 Lakhs as against Net Profit '' 15,299.22 Lakhs in the previous year.

Further during the year, your Company’s standalone income from operations was '' 95,366.71 Lakhs as compared to '' 1,10,377.07 Lakhs in the previous year and Net Profit was '' 2,823.77 Lakhs as compared to Net Profit '' 5,381.65 Lakhs in the previous year.

Pearl Global Industries Limited (PGIL) is one of the India’s largest listed garment exporters, manufacturing from multiple sourcing regions within India and countries within South Asia. A preferred long-term vendor to most leading global brands, we are amongst the leading player in our Industry. Our mainstay business is to create value from competitively manufacturing and exporting fashion garments to leading global brands.

PGIL is a worldwide clothing manufacturing company that provides end-to-end supply chain solutions to global brands with its integrated production capabilities centered on Design and Development, Global Manufacturing, Marketing and Distribution, and Sourcing and Supply Chain. The Company develops apparels for all genders and age groups across locations and style preferences. The Company has twenty-four state-of-the-art manufacturing plants (including Partnership facilities) across five countries including India (Gurugram, Chennai and Bengaluru), Bangladesh, Vietnam, Indonesia and Guatemala and has design studios and marketing offices in Hong Kong, Spain, the UK and the US.

Our product portfolio includes Knits, Wovens, Denim, Outerwear, Activewear & Athleisure, Sleepwear and Lounge, Childrenswear and Workwear. We are a well-diversified company with a de-risked manufacturing base having multinational presence. Our business is primarily focused on the export of apparels with USA contributing the highest amongst all countries. Marquee Clientele includes GAP Kohl’s, Inditex, PVH, Macy’s, Ralph Lauren, Old Navy, Muji, Talbots among others. We have a total capacity to manufacture around 6.99 Million garments per month (83.9 Million garments per annum including own and partnership facilities).

The Company is continuously striving to add more strategic customers and growing manufacturing facilities to manage more complex processes, which will not only help us improve per-piece realisations, but also enable us to better serve our customers’ evolving needs. Your company is currently in the advanced stage of entering into lease for capacity expansion in two states through subsidiaries and also exploring opportunities in other locations and states to boost our domestic presence. Additionally, the Company continues to evaluate the acquisition of factories in other countries to further strengthen our global footprint. Furthermore, Pearl Global is strengthening its partnership model in overseas countries to serve its customers by meeting all their requirements, also maximizing the return for the investors with improved return ratios.

We strive to be the most preferred vendor to the top global apparel brands and be ranked amongst the top garment manufacturers in the world, in terms of quality, service standards and ultimately-customers satisfaction, keeping in line with our broader vision.

CREDIT RATING

During the year, ICRA upgraded the Long-Term Credit Rating to A- (Stable) from [ICRA] BBB (Stable) and Short Term Rating A2 from [ICRA] A2.

TRANSFER TO GENERAL RESERVES

The Board of Directors do not propose to transfer any amount to Reserve.

DIVIDEND DISTRIBUTION POLICY

The Company has a Dividend Distribution Policy in place as required under Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time.

The Dividend Distribution Policy may be accessed on the Company’s website at https://www.pearlglobal.com/wp-content/ uploads/2021/10/Dividend-Distribution-Policy.pdf.

DIVIDEND

The Board of Directors had declared the following Interim Dividends during the year in compliance with the Dividend Distribution Policy. The dividend amount paid by the Company also includes the dividend received by the Company from its wholly owned subsidiary Pearl Global (HK) Limited, Hong Kong.

Particulars	For 2022-23	For 2023-24
	2nd Interim Dividend	1st Interim Dividend	2nd Interim Dividend (Special)
Date of Declaration	May 15, 2023	August 21,2023	November 08, 2023
Record Date	May 26, 2023	September 01,2023	November 22, 2023
Rate of Dividend per share	'' 5/- per	'' 5/- per	'' 12.5/- per
(Face Value of '' 10 per share)	Equity Share	Equity Share	Equity Share
%	50%	50%	125%
Total Payout ('' in Lakhs)	1,083.19	1,083.19	2,721.99

Pursuant to the Finance Act, 2020, dividend is taxable in the hands of the shareholders with effect from April 01, 2020 and tax has been deducted at source on the Dividend at prevailing tax rates inclusive of applicable surcharge and cess based on information received by the Registrar & Transfer Agent and the Company from the Depositories.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In compliance with Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and pursuant to the recommendations of the Nomination and Remuneration Committee, Dr. Rajiv Kumar (DIN: 02385076), Mr. Sanjay Kapoor (DIN: 00264602) and Mr. Ashwini Agarwal (DIN: 00362480) were appointed as Additional Directors in the category of Non-Executive, Independent Directors for a period of five years, w.e.f. February 12, 2024 by the Board of Directors at its meeting held on February 12, 2024. The Company has also obtained shareholders’ approval for appointment of the aforesaid Directors through Postal Ballot on March 27, 2024.

Further, Mr. Anil Nayar (DIN: 01390190), Mr. Chittranjan Dua (DIN: 00036080) and Mr. Rajendra Kumar Aneja (DIN: 00731956) have completed their second term as Independent Directors and have consequently ceased to be

Directors of the Company w.e.f. the close of business hours on March 31, 2024. Your Directors placed on record their appreciation for the valuable contribution made by them during their tenure as Directors of the Company.

During the year under review, Mr. Shailesh Kumar (DIN: 08897225) was re-appointed as a Whole Time Director (Key Managerial Personnel) for a period of three (3) year effective from October 07, 2023.

The Company has received necessary declaration from Independent Directors of the Company that they meet with the criteria of their Independence as laid down in Section 149(6) of the Companies Act, 2013 ("the Act") and Regulation 25(8) of the Listing Regulations.

Further, in accordance with the provisions of Section 152 of the Act and the Company’s Articles of Association, Mr. Deepak Kumar Seth (DIN: 00003021) and Mr. Pulkit Seth (DIN: 00003044), Directors will retire by rotation at the forthcoming 35^th Annual General Meeting ("AGM") and being eligible, have offered themselves for re-appointment. The Board of Directors recommend the proposal of their re-appointment as Directors in the Notice convening the 35^th AGM for approval of the Members of the Company.

Mr. Deepak Kumar Seth and Mr. Pulkit Seth are not disqualified under Section 164(2) of the Act and not debarred

from holding the office of Director pursuant to order of SEBI or any other authority.

During the financial year 2023-24, meetings of the Board of Directors were held on May 15, 2023, August 11, 2023, August 21,2023, November 08, 2023, and February 12, 2024.

KEY MANAGERIAL PERSONNEL

As per the provisions of Section 203 of the Act, Mr. Pallab Banerjee - Managing Director, Mr. Shailesh Kumar and Mr. Deepak Kumar - Whole Time Directors, Mr. Sanjay Gandhi - Group CFO, Mr. Narendra Somani - Chief Financial Officer, and Ms. Shilpa Budhia - Company Secretary are the Key Managerial Personnel of the Company.

During the year under review, there is no change in the Key Managerial Personnel of the Company.

BOARD EVALUATION

The annual evaluation process of the Board of Directors, Individual Directors and Committees was conducted in accordance with the provisions of the Act and the Listing Regulations.

The Board evaluated its performance after seeking inputs from all the Directors on the basis of criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning, etc. The performance of the Committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, performance of specified duties, obligations and governance, level of engagement and contribution etc. The above criteria are broadly based on the Guidance Note on Board Evaluation issued by SEBI.

The Board and the Nomination and Remuneration Committee reviewed the performance of the Individual Directors on the basis of the criteria such as the contribution of the Individual Director to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of Independent Directors held on February 09, 2024, performance of Non-Independent Directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views of Executive Directors and Non-Executive Directors. The same was discussed in the Board meeting that followed the meeting of the Independent Directors, at which the performance of the Board, its committees and Individual Directors was also discussed.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

At the time of appointing a Director, a formal letter of appointment is given to the concerned Director, which inter-alia explains the roles, function, duties and responsibilities as expected from a Director of the Company. The Director is also explained in detail, the compliance requirements under the Act, the Listing Regulations and various statutes. The Company also undertakes a one-to-one discussion with the newly appointed Director to familiarise him / her with the Company’s operations.

Further, on an ongoing basis as a part of Agenda of Board/ Committee Meetings, presentations are regularly made to the Independent Directors on various matters inter-alia covering the Company’s and its subsidiaries businesses and operations, industry and regulatory updates, strategies, finance, risk management framework, role, rights, responsibilities of the Independent Directors under various statutes and other relevant matters. Details of the programme for familiarisation of Independent Directors with the working of the Company are available on the website of the Company and can be accessed on https://www.pearlglobal.com/investor-relations/

NOMINATION, REMUNERATION AND BOARD DIVERSITY POLICY

The Board of Directors have framed the Nomination, Remuneration and Board Diversity policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. The Policy broadly lays down the guiding principles, philosophy and the basis for payment of remuneration to Executive and Non-Executive Directors (by way of sitting fees), Key Managerial Personnel and Senior Management.

The policy also provides the criteria for determining qualifications, positive attributes and Independence of Director and criteria for appointment and removal of Directors, Key Managerial Personnel / Senior Management and performance evaluation which are considered by the Nomination and Remuneration Committee and the Board of Directors.

The Policy sets out a framework that assures fair and optimum remuneration to the Directors, Key Managerial Personnel, Senior Management Personnel such that the Company’s business strategies, values, key priorities and goals are in harmony with their aspirations. The policy lays emphasis on the importance of diversity within the Board, encourages diversity of thought, experience, background, knowledge, ethnicity and perspective etc. The policy is directed towards rewarding performance, based on review

of achievements. It is aimed at attracting and retaining high calibre talent.

A Nomination & Remuneration Policy was laid down by the Board, on the recommendation of the Nomination & Remuneration Committee, for selection and appointment of the Directors, Key Managerial Personnel and Senior Management and their remuneration. The extract of the Nomination and Remuneration Policy covering the salient features are provided in the Corporate Governance Report which forms part of Directors’ Report.

The Nomination and Remuneration Policy of the Company is annexed herewith as Annexure-I with this report and also available on the website of the Company at https:// www.pearlglobal.com/wp-content/uploads/2023/09/ Nomination-and-Remuneration-Policy.pdf

CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT

The Company has formulated a Code of Conduct for Directors and Senior Management Personnel and has complied with all the requirements mentioned in the code. An affirmation on the same duly signed by the Managing Director of the Company forms part of the Corporate Governance Report.

MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments affecting the financial position of your Company have occurred between the end of the financial year of the Company to which the financial statements relates and on the date of this report.

INTERNAL FINANCIAL CONTROLS, THEIR ADEQUACY AND RISK MANAGEMENT

Your Company has an effective internal control and risk-mitigation system, which is constantly assessed and strengthened with new/revised standard operating procedures. The Company’s internal control system is commensurate with its size, scale and complexities of operations.

Business risks and mitigation plans are reviewed, and the internal audit conducted by the Internal Auditors, M/s. Ernst and Young LLP include evaluation of all critical and high-risk areas. Critical functions are rigorously reviewed, and the reports of Internal Auditor are shared with the Management for timely corrective actions, if any. During the year under review, there were no elements of risk which in the opinion of the Board of Directors impact on the business and operations of the Company. Risks that arise in the business of the Company are mitigated in accordance with the Risk Management Framework and Policy.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal

control systems and evaluates the recommendations of the Risk Management Committee of the Board.

The Audit Committee suggests improvements and utilises the reports generated from a Management Information System integral to the control mechanism.

ENVIRONMENT, HEALTH AND SAFETY

The Company is conscious of the importance of environmentally clean and safe operations. The Company’s policy requires conduct of operations in such a manner so as to ensure safety of all concerned, compliances of environmental regulations and preservation of natural resources.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

The Human Resources function works as a strategic partner to the business. The technical and quality demands of the industry combined with our own vision to expand significantly over the next few years have ensured that we build an agile, engaged, and energised work force.

Your Company ensures that employees are aligned with the organisational culture and values whilst never losing sight of our business objectives. Technical and safety training programmes are given periodically to workers.

The Company has a robust performance evaluation process through which individual goals are aligned to organisational goals so that the individuals and the organisation grow in tandem.

During the year under review, the Industrial relations remained generally cordial.

COMMITTEES OF THE BOARD

The Board of Directors have re-constituted the following Committees on account of completion of tenure of Mr. Anil Nayar and Mr. Rajendra Kumar Aneja as Independent Directors of the Company, who were the members of the below Committees. As on date of this report, details of composition of the Board Committees are as follows:

1. Audit Committee
Name	Designation
Mr. Abhishek Goyal	Chairman
Mrs. Madhulika Bhupatkar	Member
Dr. Rajiv Kumar	Member
Mr. Ashwini Agarwal	Member
2. Nomination and Remuneration Committee
Name	Designation
Mr. Abhishek Goyal	Chairman
Mr. Deepak Kumar Seth	Member
Dr. Rajiv Kumar	Member
Ms. Neha Khanna	Member

3. Stakeholders Relationship Committee
Name	Designation
Mr. Ashwini Agarwal	Chairman
Mr. Pulkit Seth	Member
Mr. Sanjay Kapoor	Member
4. Corporate Social Responsibility Committee
Name	Designation
Mrs. Madhulika Bhupatkar	Chairperson
Mr. Pulkit Seth	Member
Mr. Pallab Banerjee	Member
5. Risk Management Committee
Name	Designation
Mr. Pallab Banerjee	Chairman
Ms. Neha Khanna	Member
Mr. Sanjay Kapoor	Member
6. Finance Committee
Name	Designation
Mr. Pulkit Seth	Chairman
Mrs. Shifalli Seth	Member
Mr. Abhishek Goyal	Member
Mr. Pallab Banerjee	Member

The details of the Committees of the Board along with their composition, attendance of members and number of meetings held during the financial year 2023-24 are provided in the Report on Corporate Governance forming part of the Annual Report 2023-24.

VIGIL MECHANISM

The Company has a Vigil Mechanism, which also incorporates a whistle blower policy in terms of Listing Regulations made by the SEBI. Protected disclosures can be made by a whistle blower through a letter to the Vigilance Officer or to the Chairman of the Audit Committee. The policy on vigil mechanism and whistle blower policy may be accessed on the Company’s website at the link: https://www.pearlglobal.com/investor-relations/corporate-governance. During the year, no complaints were received.

CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility Committee of the Company has formulated a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board. The CSR Policy may be accessed on the Company’s website at https://www.pearlglobal.com/investor-relations/ corporate-governance/

Your Company had identified CSR spend for education, rural development, environment sustainability and promoting

health care activities for the financial year 2023-24. The prescribed CSR amount for the financial year 2023-24 was '' 15.82 Lakhs. However, the Company has spent '' 398.16 Lakhs during the financial year 2023-24.

The Annual Report on CSR activities is annexed herewith as Annexure-II.

SUBSIDIARY COMPANIES

During the year under review, your Company has acquired 55% stake in Pearl GT Holdco Ltd (British Virgin Islands) on June 09, 2023. Pearl GT has two wholly owned subsidiaries, namely, Corporacion de Productos Y Servicios Asociados, Sociedad Anonima (CORPASA) and Shoretex, Sociedad Anonima (SHORETEX) in Guatemala and engaged into the business of trading and manufacturing of apparels, respectively, in Guatemala.

Further, the Company has acquired 100% stake in Trinity Clothing Limited, Hong Kong, through its wholly owned subsidiary Pearl Global (HK) Limited, Hong Kong. Trinity Clothing Limited is engaged into the business of trading of fabrics and interlining,

During the year under review, Pearl Global F.Z.E., Dubai (U.A.E), a non-material step down Subsidiary was liquidated on November 08, 2023.

Pursuant to Section 129(3) of the Act, a statement containing the salient features of the financial statements of the subsidiary companies is attached to the Financial Statements in Form AOC-1. The Company will make available the said financial statements and related detailed information of the subsidiary companies upon the request by any member of the Company.

The financial statements of the Company, along with the relevant documents and separate audited accounts in respect of subsidiaries, are available on the website of the Company at www.pearlglobal.com/investor-relations.

MATERIAL SUBSIDIARY

Pearl Global (HK) Limited and Norp Knit Industries Limited are material subsidiaries of the Company as per the thresholds laid down under the Listing Regulations for the 2023-24. The Board of Directors of the Company have approved a Policy for determining material subsidiaries which is in line with the Listing Regulations as amended from time to time. The Policy can be accessed at www. pearlglobal.com/investor-relations.

AUDITORS & REPORTS OF THE AUDITORSa) STATUTORY AUDITORS

Pursuant to the provisions of Section 139 of the Act, M/s. S. R. Dinodia & Co. LLP Chartered Accountants (Firm’s Registration No. 001478N/N500005) were appointed as Statutory Auditors by the members of the Company in their 33^rd Annual General Meeting held on September 26, 2022, for a period of five years, with effect from financial year 2022-23.

The Statutory Auditors’ Reports (Consolidated & Standalone) for the financial year ended March 31, 2024 do not contain any qualification, reservation or adverse remark. The Auditors’ Reports are enclosed with the financial statements in this Annual Report. During the year under review, the Statutory Auditors have not reported any matter under Section 143(12) of the Act.

b) SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and Listing Regulations, M/s Jayant Sood & Associates, Practicing Company Secretaries, was appointed as Secretarial Auditor of the Company for the financial year 2023-24. The Secretarial Audit Report submitted by M/s Jayant Sood & Associates for the Financial Year 2023-24 is annexed as Annexure—III and forms part of this report. Further, there are no qualification, reservation, adverse remarks or disclaimer made by the Secretarial Auditor in their report for the financial year ended March 31,2024.

During the year under review, the Auditors have not reported any matter under Section 143(12) of the Act.

c) INTERNAL AUDITOR

Pursuant to the provisions of Section 138 of the Act, M/s. Ernst and Young LLP, New Delhi, were appointed as Internal Auditors of the Company for a period of two years w.e.f. October 01,2022.

d) COST AUDIT

Cost Audit and Maintaining of cost records as specified by the Central Government under section 148(1) of the Act, is not applicable to your Company.

ANNUAL RETURN

Pursuant to the Section 92(3) of the Act,, read with the Companies (Management and Administration) Rules, 2014, Annual Return of the Company for the financial year 2023-24 in the prescribed Form MGT-7 is available on the website of the Company at https://www.pearlglobal.com/investor-relations/.

RELATED PARTY TRANSACTIONS

The Company in the normal course of its business enters into related party transactions with its subsidiaries and group

companies engaged in similar business and for common services. The Audit Committee approves all the Related Party Transactions in compliance with the provisions of the Act, and Listing Regulations. Prior approval of the Audit Committee is obtained for undertaking Related Party Transactions, where required. Omnibus approval is obtained on a yearly basis for transactions which are repetitive in nature. Transactions entered pursuant to omnibus approval are placed before the Audit Committee and the Board for review and approval / noting on a quarterly basis.

All related party transactions entered during the financial year were in the ordinary course of the business and on arm’s length basis.

There were no material related party transactions during the year under review with the Promoters, Directors or Key Managerial Personnel. Details of all related party transactions are mentioned in note no. 47 of Standalone financial statements forming part of the Annual Report. The Company has developed a robust framework through Standard Operating Procedures for the purpose of identification and monitoring of such related party transactions.

None of the Directors have any pecuniary relationship or transactions vis-a-vis the Company except remuneration.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Particulars of Loans, guarantees and investments covered under Section 186 of the Act forms part of the notes to the standalone financial statements.

DEPOSITS

The Company has not accepted any deposits falling under the Section 73 of Act and the Rules framed thereunder during the year under review.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of the Act, with respect to Directors Responsibility Statement, your Directors state that:

a) in the preparation of the annual accounts for the financial year ended March 31, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures. There are no material departures from the same;

b) the 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 at the end of the financial year March 31, 2024 and of the profit and loss of the Company for that period;

c) the Directors 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) the Directors have prepared the annual accounts on a ''going concern’ basis;

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

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

LISTING

The shares of your Company are listed at BSE Limited and National Stock Exchange of India Limited, Mumbai. The listing fees to the Stock Exchanges for the year 2024-25 have been paid.

REGISTRAR AND SHARE TRANSFER AGENT

M/s. Link Intime India Private Limited is Company’s Registrars and Share Transfer Agent (RTA) and acts as a common agency both for physical and demat shares, as required under Securities Contract (Regulation) Act, 1956. The detail of RTA forms part of the Corporate Governance Report.

CORPORATE GOVERNANCE

Report on Corporate Governance along with the certificate from the Practicing Company Secretary, confirming compliance of conditions of Corporate Governance as stipulated under Schedule V of the Listing Regulations forms part of the Annual report 2023-24.

SHARE CAPITAL

During the year under review, the Equity shares of your Company has undergone sub-division of face value from '' 10/- each to '' 5/- each. The same was approved by the Shareholders through Postal Ballot on December 19, 2023. The record date for determining the eligibility of members for giving the effect of sub-division was January 05, 2024.

As on March 31, 2024, the Authorised Share Capital of the Company is '' 84,01,00,000/- (Eighty Four Crore and One Lakh Only) divided into: -

1. 10,28,80,000 (Ten Crore Twenty-Eight Lakhs and Eighty Thousand) Equity Shares of '' 5/- each.

2. 32,56,000 (Thirty-Two Lakhs and Fifty-Six Thousand) 10.5% non-cumulative Preference Shares of '' 100/-each.

3. 10,000 (Ten Thousand) 4% non-cumulative Preference

redeemable Shares of '' 10/- each.

During the year under review, the Company has allotted 2,55,650 equity shares of face value of '' 5/- each, pursuant to exercise of Stock Options by the eligible employees under Pearl Global Industries Limited Employee Stock Option Plan - 2022. As on March 31, 2024, the issued, subscribed and paid-up Equity Share Capital of the Company is 21,79,17,620/-(Rupees Twenty-One Crore Seventy-Nine Lakhs Seventeen Thousand and Six Hundred Twenty Only) divided into 4,35,83,524 Equity Shares of '' 5/- each.

During the year under review, the Company has neither issued any shares with differential voting rights nor sweat equity shares or warrants.

EMPLOYEE STOCK OPTION PLAN

Pursuant to the approval of the members by way of Postal Ballot held on August 28, 2022, your Company had implemented Pearl Global Industries Limited - Employee Stock Option Plan - 2022 ("the Plan") to create, offer, grant, issue and allot under the Plan, a maximum of 7,27,000 Stock Options exercisable into 7,27,000 Equity Shares of face value of '' 10/- each fully paid up to the eligible employees. Further, the Nomination and Remuneration Committee had amended the Plan for giving the effect of sub-division of face value of equity shares from '' 10/- each to '' 5/- as approved by the shareholders through Postal Ballot on December 19, 2023. Consequently, the total Stock Options under the Plan stands as 14,54,000 Stock Options convertible into 14,54,000 Equity Shares of face value of '' 5/- each fully paid up to the eligible employees.

The Company has obtained a Certificate from the Secretarial Auditors of the Company that the Plan has been implemented in accordance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (SBEB&SE Regulations), and the resolution passed by the members of the Company.

Further, in terms of the provisions of Regulation 14 of the SBEB&SE Regulations, the required disclosures are annexed as Annexure IV.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report on the operations of the Company, as required under the Listing Regulations is provided in a separate section and forms an integral part of this Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

As per Regulation 34(2)(f) of Listing Regulations, a Business Responsibility and Sustainability Report is attached as Annexure V and forms part of this Annual Report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The Disclosure required under Section 197(12) of the Act read with the Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure VI and forms an integral part of this Report.

The statement comprising the names of top 10 employees in terms of remuneration drawn and every person employed throughout the year, who were in receipt of remuneration in terms of Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure VII and forms an integral part of this annual report. The said Annexure is not being sent along with this annual report to the members of the Company in line with the provisions of Section 136 of the Act. Members who are interested in obtaining these particulars may write to the Company Secretary at the Registered Office of the Company. The aforesaid Annexure is also available for inspection by Members at the Registered Office of the Company, 21 days before and up to the date of the ensuing Annual General Meeting during the business hours on working days. None of the employees listed in the said Annexure is a relative of any Director of the Company. None of the employees hold (by himself/herself or along with his/her spouse and dependent children) more than two percent of the Equity Shares of the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required under Section 134(3)(m) is annexed Annexure VIII.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

The Company has transferred unclaimed/unpaid dividend amounting to '' 5,88,679/- during the financial year 2023-24 to Investor Education and Protection Fund (IEPF) established by the Central Government, in compliance with the Act. The above said amount represents unclaimed dividend for the financial year 2015-16 which was lying with the Company for a period of seven years.

Any shareholder whose shares or unclaimed dividend have been transferred to the IEPF, may claim the shares under provision to Section 124(6) or apply for refund under Section 125(3) of the Act, as the case may be, to the Authority by making an application in Web Form I EPF—5 available on website www.iepf.gov.in.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE

No significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and Company’s operations in future.

INSOLVENCY AND BANKRUPTCY CODE

No application has been made under the Insolvency and Bankruptcy Code. The requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable.

REPORT ON SEXUAL HARASSMENT-INTERNAL COMPLAINTS COMMITTEE

Pursuant to the provisions of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013, Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. No complaint was received during the financial year 2023-24.

SECRETARIAL STANDARDS

During the year under review, your Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

ACKNOWLEDGEMENT

Your Directors wish to thank its customers, Business Associates, Members, Bankers, Government Bodies & Regulators for their continued support and faith reposed in the Company. Your Directors also wish to place on record appreciation for the contribution made by Employees for their commitment and dedication towards the Company.

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Mar 31, 2023

The Directors have pleasure in presenting their 34^th Annual Report on the business and operations of the company together with the Audited Financial Statements for the financial year ended March 31,2023.

FINANCIAL RESULTS

(Rs. in Lakh)
Particulars	Standalone		Consolidated
	2022-23 |	2021-22	2022-23|	2021-22
Income from operations	110,377.07	93,377.06	315,840.92	271,352.90
Other Income	3,035.51	3,204.83	2,280.99	3,345.94
Total Income	113,412.58	96,581.89	318,121.91	274,698.84
EBITDA	6,959.91	4,098.96	25,553.50	14,058.11
Profit before Tax	6,167.05	3,610.59	17,584.92	8,581.82
Provision for Tax	785.40	894.81	2,285.70	1,570.94
Net Profit /(loss) for the period	5,381.65	2,715.78	15,299.22	7,010.88
Earnings per share	24.84	12.54	68.90	31.46

FINANCIAL PERFORMANCE, STATE OF THE AFFAIRS OF THE COMPANY AND FUTURE OUTLOOK

During the year, your Company’s consolidated income from operations was '' 315,840.92 Lakh as against '' 271,352.90 Lakh in the previous year and Net Profit '' 15,299.22 Lakh as against Net Profit '' 7,010.88 Lakh in the previous year. Further, during the year, your Company’s standalone income from operations was '' 110,377.07 Lakh as compared to '' 93,377.06 Lakh in the previous year and Net Profit '' 5,381.65 Lakh as compared to Net Profit '' 2,715.78 Lakh in the previous year.

The Company has reported highest ever revenue since inception on account of:

• Improved product mix, higher realisation per unit and improved capacity utilisation from Bangladesh and Vietnam;

• Increased orders from existing customers;

• Addition of new strategic customers with better realisations;

• Integration from Alpha acquisition in financials

Pearl Global Industries Limited (PGIL) is one of the India’s largest listed garment exporters, manufacturing from multiple sourcing regions within India and countries within South Asia. A preferred long-term vendor to most leading global brands, we are amongst the leading player in our Industry. Our mainstay business is to create value from competitively manufacturing and exporting fashion garments to leading global brands.

PGIL, is a worldwide clothing manufacturing corporation that provides end-to-end supply chain solutions to global brands with its integrated production capabilities centered on

Design and Development, Global Manufacturing, Marketing and Distribution, and Sourcing and Supply Chain. The Company develops apparels for all genders and age groups across locations and style preferences. The Company has twenty-three state-of-the-art manufacturing plants across four countries including India (Gurugram, Chennai and Bengaluru), Bangladesh, Vietnam and Indonesia and has design centers in India, Indonesia, Bangladesh, Vietnam, U.S.A (New York), Spain, Hong Kong and U.K.

Our product portfolio includes Knits, Wovens, Denim, Outerwear, Activewear & Athleisure. We are a well-diversified company with a de-risked manufacturing base having multinational presence. Our business is primarily focused on export of apparels with USA contributing the highest amongst all countries. Marquee Clientele includes Kohls, Macy’s, Tommy Hilfiger, Gap, Old Navy, NEXT, Nordstrom among others. We have a total capacity to manufacture around 6.68 Million garments per month (80.1 Million garments per annum including own and partnership facilities).

The Company is continuously striving to add more strategic customers and growing manufacturing facilities to manage more complex processes, which will not only help us improve per-piece realisations, but also enable us to better serve our customers’ evolving needs. Pearl Global aims to leverage expansion opportunities by exploring near shore manufacturing facilities and brownfield acquisitions where opportunities exist, thus adding value to its growth. Furthermore, Pearl Global is strengthening its partnership model in overseas countries to serve its customers by meeting all their requirements also maximising the return for the investors with improved return ratios.

We strive to be the most preferred vendor to the top global apparel brands and be ranked amongst the top garment manufacturers in the world, in terms of quality, service standards and ultimately-customers satisfaction, keeping in line with our broader vision.

CREDIT RATING

During the year, ICRA upgraded the Long-Term Credit Rating to BBB (Stable) from [ICRA] BBB (Stable) and Short Term Rating A2 from [ICRA] A3 of the Company.

TRANSFER TO GENERAL RESERVES

The Board of Directors do not propose to transfer any amount to Reserves.

DIVIDEND DISTRIBUTION POLICY

The Company has a Dividend Distribution Policy as required under Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (the Listing Regulations) as amended from time to time.

The Dividend Distribution Policy may be accessed on the Company’s website at https://www.pearlglobal.com/wp-content/uploads/2021/10/Dividend-Distribution-Policy.pdf.

DIVIDEND

The Company has declared the following dividends for the year in compliance with the Dividend Distribution Policy:

Particulars	1st Interim Dividend	2nd Interim Dividend
Date of	November 11,	May 15, 2023
Declaration	2022
Record Date	November 23, 2022	May 26, 2023
Rate of Dividend	'' 2.5/- per Equity	'' 5/- per Equity
per share (Face Value of '' 10 per share)	Share	Share
%	25	50
*Total Payout ('' in Lakhs)	541.60	1,083.20

* Includes Dividend received from the overseas Subsidiaries. Pursuant to the Finance Act, 2020, dividend is taxable in the hands of the shareholders with effective from April 01, 2020 and tax has been deducted at source on the Dividend at prevailing tax rates inclusive of applicable surcharge and cess based on information received by the Registrar & Transfer Agent and the Company from the Depositories.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Pallab Banerjee (DIN: 07193749) was appointed as Managing Director for a period of three years, w.e.f. April 01, 2022.

Mr. Shailesh Kumar (DIN: 08897225) was appointed as a Whole Time Director for a period of three years effective from October 07, 2020. The tenure of Mr. Shailesh Kumar will be completed on October 06, 2023. Pursuant to the recommendation of the Nomination and Remuneration Committee, the Board has approved the re-appointment of Mr. Shailesh Kumar (DIN: 08897225) as a Whole Time Director (Key Managerial Personnel) for a period of 3 years effective from October 07, 2023, subject to the approval of the Shareholders in the forthcoming Annual General Meeting ("AGM"). The Brief profile of Mr. Shailesh Kumar has been provided in the AGM Notice.

Further, in accordance with the provisions of Section 152 of the Companies Act, 2013 (the Act) and the Company’s Articles of Association, Mr. Pallab Banerjee (DIN: 07193749) and Mr. Deepak Kumar (DIN: 09497467), Directors, retire by rotation at the forthcoming AGM and being eligible, offer themselves for re-appointment. The Board recommends the proposal of their re-appointment for the consideration of the Members of the Company at the forthcoming AGM and same has been mentioned in the Notice convening the AGM. A brief profile of Mr. Pallab Banerjee (DIN: 07193749) and Mr. Deepak Kumar (DIN: 09497467) has also been provided in the AGM notice.

The Company has received necessary declaration from Independent Directors of the Company that they meet with the criteria of their Independence as laid down in Section 149(6) of the Act and Regulation 25(8) of the Listing Regulations.

None of the aforesaid Directors are disqualified under Section 164(2) of the Act. Further, they are not debarred from holding the office of Director pursuant to order of SEBI or any other authority.

The Board of Directors of your Company met six times on May 25, 2022, June 03, 2022, June 30, 2022, August 13, 2022, November 1 1,2022, and February 07, 2023 during the financial year 2022-23.

KEY MANAGERIAL PERSONNEL

The Board of Directors had in its meeting held on August 13, 2022, designated Mr. Sanjay Gandhi, Group CFO as Key Managerial Personnel. Mr. Sanjay Gandhi has been managing/overseeing finance functions of the Pearl Group (i.e. Company including its domestic and overseas subsidiaries).

Mr. Ravi Arora who was appointed by the Board of Directors in its meeting held on February 14, 2022 as Company Secretary and Compliance officer of the Company had tendered his resignation on June 28, 2022 due to personal reasons.

Ms. Shilpa Budhia had been appointed as Company Secretary & Compliance Officer of the Company w.e.f. November 1 1,2022.

As per the provisions of Section 203 of the Act Mr. Pallab Banerjee - Managing Director, Mr. Shailesh Kumar and Mr. Deepak Kumar - Whole Time Directors, Mr. Narendra Kumar Somani, Chief Financial Officer, Mr. Sanjay Gandhi-Group Chief Financial Officer (w.e.f. August 13, 2022) and Ms. Shilpa Budhia, Company Secretary (w.e.f. November 11, 2022) are the Key Managerial Personnel of the Company.

BOARD EVALUATION

The annual evaluation process of the Board of Directors, individual Directors and Committees was conducted in accordance with the provisions of the Act and the Listing Regulations.

The Board evaluated its performance after seeking inputs from all the Directors on the basis of criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning, etc. The performance of the Committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, performance of specified duties, obligations and governance, level of engagement and contribution etc. The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India.

The Board and the Nomination and Remuneration Committee reviewed the performance of the individual Directors on the basis of the criteria such as the contribution of the individual Director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent Directors held on February 24, 2023, performance of Non-Independent Directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views of Executive Directors and Non-Executive Directors. The same was discussed in the Board meeting that followed the meeting of the Independent Directors, at which the performance of the Board, its committees and individual Directors was also discussed.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

At the time of appointing a Director, a formal letter of appointment is given to the concerned Director, which inter-alia explains the role, function, duties and responsibilities as expected from a Director of the Company. The Director is also explained in detail, the compliance requirements under the Act, the Listing Regulations and various statutes. A one to one discussion with the newly appointed Director to familiarise him / her with the Company’s operations.

Further, on an ongoing basis as a part of Agenda of Board / Committee Meetings, presentations are regularly made to the Independent Directors on various matters inter-alia covering the Company’s and its subsidiaries businesses and operations, industry and regulatory updates, strategies, finance, risk management framework, role, rights, responsibilities of the Independent Directors under various statutes and other relevant matters. Details of the programme for familiarisation of Independent Directors with the working of the Company are available on the website of the Company and can be accessed on https://www. pearlglobal.com/wp-content/uploads/2023/02/Director-Familiarisation-Programme-22-23.pdf

NOMINATION, REMUNERATION AND BOARD DIVERSITY POLICY

The Board of Directors have framed the Nomination, Remuneration and Board Diversity policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. The Policy broadly lays down the guiding principles, philosophy and the basis for payment of remuneration to Executive and Non-Executive Directors (by way of sitting fees), Key Managerial Personnel and Senior Management.

The policy also provides the criteria for determining qualifications, positive attributes and Independence of Director and criteria for appointment and removal of Directors, Key Managerial Personnel / Senior Management and performance evaluation which are considered by the Nomination and Remuneration Committee and the Board of Directors.

The Policy sets out a framework that assures fair and optimum remuneration to the Directors, Key Managerial Personnel, and Senior Management Personnel such that the Company’s business strategies, values, key priorities and goals are in harmony with their aspirations. The policy lays emphasis on the importance of diversity within the Board, encourages diversity of thought, experience, background, knowledge, ethnicity and perspective etc. The policy is directed towards rewarding performance, based on review of achievements. It is aimed at attracting and retaining high calibre talent.

A Nomination & Remuneration Policy was laid down by the Board, on the recommendation of the Nomination & Remuneration Committee, for selection and appointment of the Directors, Key Managerial Personnel and Senior Management and their remuneration. The extract of the Nomination and Remuneration Policy covering the salient features are provided in the Corporate Governance Report which forms part of Board’s Report.

The Nomination and Remuneration Policy of the Company is annexed herewith as Annexure-I with this report and also available on the website of the Company at https:// www.pearlglobal.com/wp-content/uploads/2021/10/ Nomination-and-Remuneration-Policy-4Mar-16.pdf

CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT

The Company has formulated a Code of Conduct for Directors and Senior Management Personnel and has complied with all the requirements mentioned in the code. An affirmation on the same duly signed by the Managing Director of the Company forms part of the Corporate Governance Report.

MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments affecting the financial position of your Company have occurred between the end of the financial year of the Company to which the financial statements relate and on the date of this report.

INTERNAL FINANCIAL CONTROLS, THEIR ADEQUACY AND RISK MANAGEMENT

Your Company has an effective internal control and risk-mitigation system, which is constantly assessed and strengthened with new/revised standard operating procedures. The Company’s internal control system is commensurate with its size, scale and complexities of operations. To enhance the internal control procedures, the Company has appointed Ernst & Young (E&Y) as its internal auditor for its India and Bangladesh operations.

Business risks and mitigation plans are reviewed and the internal audit processes include evaluation of all critical and high risk areas. Critical functions are rigorously reviewed and the reports of Internal Auditor are shared with the Management for timely corrective actions, if any. During the year under review, there were no elements of risk which in the opinion of the Board of Directors impact on the business and operations of the Company. Risks that arise in the

business of the Company are mitigated in accordance with the Risk Management Framework and Policy.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and evaluates the recommendations of the Risk Management Committee of the Board.

The Audit Committee suggests improvements and utilises the reports generated from a Management Information System integral to the control mechanism.

ENVIRONMENT, HEALTH AND SAFETY

The Company is conscious of the importance of environmentally clean and safe operations. The Company’s policy requires conduct of operations in such a manner so as to ensure safety of all concerned, compliances of environmental regulations and preservation of natural resources.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

The Human Resources function works as a strategic partner to the business. The technical and quality demands of the industry combined with our own vision to expand significantly over the next few years have ensured that we build an agile, engaged, and energised work force.

Your company ensures that employees are aligned with the organisational culture and values whilst never losing sight of our business objectives. Technical and safety training programmes are given periodically to workers.

The Company has a robust performance evaluation process through which individual goals are aligned to organisational goals so that the individuals and the organisation grow in tandem.

During the year under review, the Industrial relations remained generally cordial.

COMMITTEES OF THE BOARD

The Board of Directors has the following Committees:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

• Corporate Social Responsibility Committee

• Risk Management Committee

• Finance Committee

The details of the Committees of the Board along with their composition, number of meetings and attendance at the meetings are provided in the Report on Corporate Governance forming part of the Annual Report 2022-23.

VIGIL MECHANISM

The Company has a Vigil Mechanism, which also incorporates a whistle blower policy in terms of Listing Regulations made by the SEBI. Protected disclosures can be made by a whistle blower through a letter to the Vigilance Officer or to the Chairman of the Audit Committee. The policy on vigil mechanism and whistle blower policy may be accessed on the Company’s website at the link: https://www. pearlglobal.com/investor-relations/corporate-governance/. During the year, one complaint was received and resolved.

CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility Committee of the Company has formulated a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board. The CSR Policy may be accessed on the Company’s website at https://www.pearlglobal.com/investor-relations/ corporate-governance/

Your Company has identified an area of hostel for women, vocational skills, education, rural development and health for the financial year 2022-23. The prescribed CSR amount for the financial year 2022-23 was ''20.33 Lakhs. However, the Company has spent ''133.60 Lakh during the financial year 2022-23.

The Annual Report on CSR activities is annexed herewith as Annexure-II.

SUBSIDIARY COMPANIES

During the year under review, the Company has acquired stake in Alpha Clothing Limited (Bangladesh) through its subsidiary Company, Pearl Global (HK) Limited. Further, the Company has also acquired stake in Trinity Clothing Limited (100%) and Pearl Grass Creations Limited (remaining 20%) through its Subsidiary Company Pearl Global (HK) Limited. Further, the Company has incorporated an Indian Subsidiary - Sead Apparels Private Limited.

During the year under review, one wholly owned subsidiary, Pearl Apparel Fashions Limited, has been voluntary liquidated by the Hon’ble NCLT Order dated December 16, 2022.

Pearl Unlimited Inc., USA, Pearl Global FZCO, UAE, has been incorporated as Step down Subsidiaries under Pearl Global (HK) Limited.

Pursuant to Section 129(3) of the Companies Act, 2013, a statement containing the salient features of the financial statements of the subsidiary companies is attached to the Financial Statements in Form AOC-1. The Company will

make available the said financial statements and related detailed information of the subsidiary companies upon the request by any member of the Company.

The financial statements of the Company, along with the relevant documents and separate audited accounts in respect of subsidiaries, are available on the website of the Company.

MATERIAL SUBSIDIARY

Pearl Global (HK) Limited and Norp Knit Industries Limited are material subsidiaries of the Company as per the thresholds laid down under the Listing Regulations for 202223. The Board of Directors of the Company has approved a Policy for determining material subsidiaries which is in line with the Listing Regulations as amended from time to time. The Policy can be accessed at https://pearlglobal.com/ wp-content/uploads/2021/10/Policy-for-determinig-the-Material-Subsidiary-4Mar-16.pdf

AUDITORS & REPORTS OF THE AUDITORSa) STATUTORY AUDITORS

Pursuant to the provisions of Section 139 of the Act, M/s. S. R. Dinodia & Co. LLP Chartered Accountants (Firm’s Registration No. 001478N/N500005) were appointed as Statutory Auditors by the members of the Company in their 33^rd Annual General Meeting held on September 26, 2022, for a period of five years, with effect from financial year 2022-23.

The statutory Auditors’ Reports (Consolidated & Standalone) for the financial year ended March 31, 2023 do not contain any qualification, reservation or adverse remark. The Auditors’ Reports are enclosed with the financial statements in this Annual Report. During the year under review, the Statutory Auditors have not reported any matter under Section 143(12) of the Act.

b) SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and Listing Regulations, M/s Jayant Sood & Associates, Practicing Company Secretaries was appointed as Secretarial Auditors of the Company for the financial year 2022-23.

The Secretarial Audit Report submitted by M/s Jayant Sood & Associates for the Financial Year 2022-23 is annexed as Annexure-III and forms part of this report. Further, there has been no qualification, reservation, adverse remarks or disclaimer made by the Secretarial

Auditors in their report for the financial year ended March 31,2023.

During the year under review, the Auditors had not reported any matter under Section 143(12) of the Act.

c) INTERNAL AUDITOR

Pursuant to the provisions of Section 138 of the Act, M/s S.S. Kothari Mehta & Company, Chartered Accountants, New Delhi (FRN. 000756N), were appointed as Internal Auditors of the Company till September 30, 2022. Further, the Board of Directors on the recommendation of Audit Committee, have appointed M/s. Ernst and Young LLP New Delhi as Internal Auditors for a period of two years w.e.f. October 01,2022.

d) COST AUDIT

Maintaining of cost records as specified by the Central Government under section 148(1) of the Companies Act, 2013 is not applicable to your Company at https:// www.pearlglobal.com/investor-relations/.

ANNUAL RETURN

Pursuant to the Section 92(3) of the Companies Act, 2013, read with the Companies (Management and Administration) Rules, 2014, Annual Return of the Company for the financial year 2022-23 in the prescribed Form MGT-7 is available on the website of the Company at https://www.pearlglobal. com/investor-relations/.

RELATED PARTY TRANSACTIONS

The Company in the normal course of its business enters in to related party transactions with its subsidiaries and group companies engaged in similar business and for common services. The Audit Committee approves all the Related Party Transactions in compliance with the provisions of the Act, and Listing Regulations Omnibus approval is obtained on a yearly basis for transactions which are repetitive in nature. Transactions entered into pursuant to omnibus approval are placed before the Audit Committee and the Board for review and approval/ noting on a quarterly basis.

All related party transactions entered during the financial year were in ordinary course of the business and on arm’s length basis. Details of material related party transaction entered during the financial year by the Company is annexed in Form AOC-2 as Annexure-IV.

There were no material related party transactions during the year under review with the Promoters, Directors or Key Managerial Personnel. Details of all related party transactions are mentioned in the note no. 47 of Standalone financial statements forming part of the Annual Report. The Company has developed a robust framework through Standard

Operating Procedures for the purpose of identification and monitoring of such related party transactions.

None of the Directors have any pecuniary relationship or transactions vis-a-vis the Company except remuneration.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Particulars of Loans, guarantees and investments covered under Section 186 of the Act forms part of the notes to the standalone financial statements.

DEPOSITS

The Company has not accepted any deposits falling under the Section 73 of Act and the Rules framed thereunder during the year under review.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of the Act with respect to Directors Responsibility Statement, your Directors state that:

a) in the preparation of the annual accounts for the financial year ended March 31, 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures. There are no material departures from the same;

b) the 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 at the end of the financial year March 31, 2023 and of the profit and loss of the Company for that period;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts on a ''going concern’ basis;

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

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

LISTING

The shares of your Company are listed at BSE Limited and National Stock Exchange of India Limited, Mumbai. The listing fees to the Stock Exchanges for the year 2023-24 have been paid.

REGISTRAR AND SHARE TRANSFER AGENT

Link Intime India Private Limited is Company’s Registrars and Share Transfer Agent (RTA) as common agency both for physical and demat shares, as required under Securities Contract (Regulation) Act, 1956. The detail of RTA forms part of the Corporate Governance Report.

CORPORATE GOVERNANCE

Report on Corporate Governance along with the certificate from the Practicing Company Secretary, confirming compliance of conditions of Corporate Governance as stipulated under Schedule V of the Listing Regulations forms part of the Annual report.

SHARE CAPITAL

The paid-up Equity Share Capital as at March 31, 2023 stood at '' 2,166.39 Lakhs. There was no change in the paid-up share capital during the year.

During the year under review, the Company has neither issued any shares with differential voting rights nor sweat equity or warrants.

EMPLOYEE STOCK OPTION PLAN

Pursuant to the approval of the members by way of Postal Ballot held on August 28, 2022, your Company had implemented Pearl Global Industries Limited Employee Stock Option Plan - 2022 ("the Plan") to create, offer, grant, issue and allot under the Plan, a maximum of 727,000 (Seven Lakh Twenty -Seven Thousand) Stock Options exercisable into 727,000 (Seven Lakh Twenty -Seven Thousand) equity shares of face value '' 10/- each fully paid up to the eligible employees.

During the year under review, your Company has granted 413,100 (Four Lakh Thirteen Thousand One Hundred) Stock Options exercisable into 413,100 (Four Lakh Thirteen Thousand One Hundred) Equity Shares of face value of '' 10/- each fully paid-up to the eligible employees, at the exercise price of '' 300/- per Option under the plan.

Your Company has also granted 27,000 (Twenty-Seven Thousand) Stock Options exercisable into 27000 (Twenty Seven Thousand) Equity Shares of face value of '' 10/- each fully paid-up to the eligible employees, at the exercise price of '' 325/- per Option under the Plan on May 15, 2023.

The Company has obtained a Certificate from the Secretarial Auditors of the Company that the Plan has been implemented in accordance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (SBEB Regulations) and the resolution passed by the members of the Company.

Further, in terms of the provisions of Regulation 14 of the SBEB Regulations, the required disclosures are annexed as Annexure V.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report on the operations of the Company, as required under the Listing Regulations is provided in a separate section and forms an integral part of this Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

As per Regulation 34(2)(f) of Listing Regulations a Business Responsibility and Sustainability Report is attached and forms part of this Annual Report.

PARTICULARS OF EMPLOYEES AND RELATEDDISCLOSURES

The Disclosure required under Section 197(12) of the Act read with the Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure VI and forms an integral part of this Report.

The statement comprising the names of top 10 employees in terms of remuneration drawn and every persons employed throughout the year, who were in receipt of remuneration in terms of Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure ''VII’ and forms an integral part of this annual report. The said Annexure is not being sent along with this annual report to the members of the Company in line with the provisions of Section 136 of the Act. Members who are interested in obtaining these particulars may write to the Company Secretary at the Registered Office of the Company. The aforesaid Annexure is also available for inspection by Members at the Registered Office of the Company, 21 days before and up to the date of the ensuing Annual General Meeting during the business hours on working days. None of the employees listed in the said Annexure is a relative of any Director of the Company. None of the employees hold (by himself/herself or along with his/her spouse and dependent children) more than two percent of the Equity Shares of the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required under Section 134(3)(m) of the Act, is annexed Annexure VIII.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

The Company has transferred unclaimed/unpaid dividend amounting to ''3,69,306/- during the financial year 202223 to Investor Education and Protection Fund (IEPF) established by the Central Government, in compliance with the Act. The above said amount represents unclaimed dividend for the financial year 2014-15 which was lying with the Company for a period of seven years. Further, the Company has transferred 5,129 shares to Investor Education and Protection Fund Authority established by the Central Government, in compliance with the Act.

Any shareholder whose shares or unclaimed dividend have been transferred to the IEPF, may claim the shares under provision to Section 124(6) of the Act, or apply for refund under Section 125(3) of the Act, as the case may be, to the Authority by making an application in Web Form IEPF-5 available on website www.iepf.gov.in.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE

No significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and Company’s operations in future.

INSOLVENCY AND BANKRUPTCY CODE

No application has been made under the Insolvency and Bankruptcy Code. The requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable.

REPORT ON SEXUAL HARASSMENT-INTERNAL COMPLAINTS COMMITTEE

Pursuant to the provisions of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013, Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. No complaint was received during the financial year 2022-23.

SECRETARIAL STANDARDS

During the year under review, your Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

ACKNOWLEDGEMENT

Your Directors wish to thank its customers, Business Associates, Members, Bankers, Government Bodies & Regulators for their continued support and faith reposed in the company. Your Directors also wish to place on record appreciation for the contribution made by Employees for their commitment and dedication towards the Company.

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Mar 31, 2018

To the Members,

The Directors are pleased to present the 29th Annual Report and Audited Financial Statements for the financial year ended 31st March 2018, together with the Auditors’ Report thereon.

WORKING RESULTS OF THE COMPANY (STANDALONE)

(Rs. in Crore)

Particulars	2017-18	2016-17
Income from operations	710.77	858.14
Other Income	48.02	45.35
Profit before Tax	6.78	18.16
Provision for Tax	4.11	1.15
Profit After Tax	2.66	17.01
Other comprehensive income	(0.42)	(0.02)
Total comprehensive income	2.24	16.99
Transfer to General Reserves	----	---

WORKING RESULTS OF THE COMPANY (CONSOLIDATED)

(Rs. in Crore)

Particulars	2017-18	2016-17
Income from operations	1496.04	1538.06
Other Income	47.56	30.09
Profit before Tax	32.40	49.21
Provision for Tax	9.32	7.22
Profit After Tax	23.09	41.99
Other comprehensive income	(1.70)	(4.12)
Total comprehensive income	21.39	37.87

STATE OF THE AFFAIRS OF THE COMPANY

During the year, your Company’s consolidated income from operations was Rs. 1496.04 Crore as against Rs. 1538.06 Crore in the previous year and Net Profit Rs. 23.09 Crore as against Net Profit Rs. 41.99 Crore in the previous year.

The income from operations for the year under review for the Company on Standalone basis was Rs. 710.77 Crore as compared to Rs. 858.14 Crore in the previous year and Net Profit Rs. 2.66 Crore as compared to Net Profit Rs. 17.01 in the previous year.

Pearl Global Industries Limited (PGIL) is one of the India’s largest listed garment exporters, manufacturing from multiple sourcing regions within India and countries within South Asia. A preferred long-term vendor to most leading global brands, we are amongst the leading player in our Industry. Our mainstay business is to create value from competitively manufacturing and exporting fashion garments to leading global brands. We have now also ventured into e-retail through established digital channels and our own e-com portal SbuyS.in, giving consumers access to global fashion at attractive values.

Our product range includes knits, woven and bottoms (basic and complex designs) across men, women and kids wear segments. We have a well diversified and de-risked manufacturing base across India, Indonesia and Bangladesh. We have a total capacity to manufacture around 5.5 million garments per month (including own and outsourced facilities).Our revenue structure is primarily export based, with a major contribution coming from exports to the United States and Europe . We provide total supply chain solutions to customers-value retailers and high end fashion brand, retails in the United States and Europe. Our business model enables us to offer superior quality products across various countries, catering to all kinds of consumers. Our esteemed global clientele includes premium retailers in USA and Europe, including GAP, Banana Republic, Kohl’s, Macy, Ralph, Lauren, Tom Tailor and next among others.

We strive to be the most preferred vendor to the top global apparel brands and be ranked amongst the top garment manufacturers in the world, in terms of quality, service standards and ultimately-customers satisfaction, keeping in line with our broader vision.

We are geographically well positioned to produce from the most cost effective supply bases in Asia, keeping us highly competitive and relevant to our customers. We expect to maintain and step up our profitability from superior value added products and meticulous management of our costs and processes.

DIVIDEND

The Board of Directors recommend a dividend Rs.2/- per equity share for the year 2017-18 amounting to Rs.433.28 Lakhs (exclusive of tax on dividend).The dividend payout is subject to approval of the members at the forthcoming Annual General Meeting.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of your Company, Mrs. Shefali Seth and Mr. Vinod Vaish, Directors, would retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

The Board of Directors of your Company met four times on May 26, 2017, September 12, 2017, December 13, 2017, and February 14, 2018 during the financial year 2017-18.

DIRECTORS’ IDENTIFICATION NUMBER (DIN)

The following are the Directors Identification Number (DIN) of your Directors:

Mr. Deepak Seth	- 00003021	Mr. Chittranjan Dua -	00036080
Mr. Pulkit Seth	- 00003044	Mr. Abhishek Goyal -	01928855
Mrs.Shefali Seth	- 01388430	Mr. Rajendra Kumar Aneja -	00731956
Mr. Anil Nayar	- 01390190	Mr. Vinod Vaish -	01945795

The Company has received necessary declaration from each independent Director of the Company under Section 149(7) of the Companies Act, 2013 that the Independent Directors of the Company meet with the criteria of their Independence as laid down in Section 149(6) of the Companies Act, 2013.

The Nomination and Remuneration Committee and the Board of Directors in their meetings held on 13th December, 2017, have approved the re-appointment Mrs. Shefali Seth as

Whole-Time Director of the Company for a further period of Three years with effect from 19th January, 2018. Necessary Resolution for re-appointment of Mrs. Shefali Seth as Whole-Time Director is proposed in the Notice calling 29th Annual General Meeting for approval of the Shareholders.

The Nomination and Remuneration Policy of the Company is annexed herewith as Annexure-I with this report.

BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, committees and individual Directors pursuant to the provisions of the Companies Act, 2013 and Rules made there under.

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of the criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning, etc.

The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of the individual Directors on the basis of the criteria such as the contribution of the individual Director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent Directors, performance of non-independent Directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views of Executive Directors and Non-Executive Directors. The same was discussed in the Board meeting that followed the meeting of the Independent Directors, at which the performance of the Board, its committees and individual Directors was also discussed.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal control system commensurate with the size, scale and complexity of operations. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

AUDIT COMMITTEE

The Audit Committee comprises Three Non-executive Independent Directors and one Executive Director, namely Mr. Anil Nayar, Chairman, Mr. Abhishek Goyal, Mr. Rajendra Kumar Aneja and Mr. Vinod Vaish, as Members of the Committee. All the recommendations made by the Audit Committee were accepted by the Board.

VIGIL MECHANISM

The Company has set up a Vigil Mechanism, which also incorporates a whistle blower policy in terms of Listing Agreement/Regulations made by the SEBI. Protected disclosures can be made by a whistle blower through an e-mail, or dedicated telephone no. or a letter through to the Vigilance Officer or to the Chairman of the Audit Committee. The policy on vigil mechanism and whistle blower policy may be accessed on the Company’s website at the link: http://pearlglobal.com/investors/policy

CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility Committee of the Company has formulated a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board.

The CSR Policy may be accessed on the Company’s website at http://pearlglobal.com/investors/policy

Your Company has identified an area of education for underprivileged children and Promoting gender equality and empowering women under CSR activities. The Company had earmarked Rs. 27.00 Lakh for spending under CSR activities for the financial year 2017-18, which has been fully utilised.

The Annual Report on CSR activities is annexed herewith as Annexure-II.

SUBSIDIARY COMPANIES

During the year under review, one Company has become step down subsidiary of the Company, namely, Pearl Global Vietnam Company Limited.

Pursuant to Section 129(3) of the Companies Act, 2013, a statement containing the salient features of the financial statements of the subsidiary companies is attached to the Financial Statements in Form AOC-1. The Company will make available the said financial statements and related detailed information of the subsidiary companies upon the request by any member of the Company. These financial statements will also be kept open for inspection by any member at the Registered Office of the Company.

The financial statements of the Company, consolidated financial statements along with the relevant documents and separate audited accounts in respect of subsidiaries, are available on the website of the Company.

The Policy of determining material subsidiaries as approved may be accessed on the Company’s website at http:// pearlglobal.com/investors/policy

STATUTORY AUDITORS’ REPORT

The Auditors’ Reports (Consolidated & Standalone) for the financial year ended 31st March, 2018 do not contain any qualification, reservation or adverse remark. The Auditors’ Reports are enclosed with the financial statements in this Annual Report.

STATUTORY AUDITORS

Pursuant to the provisions of Section 139 of the Companies Act, 2013, M/s B.R. Gupta & Co. Chartered Accountants, New Delhi (Regn. No. 008352N) were appointed as Statutory Auditors of the Company, by the members of the Company in their 28th Annual General Meeting held on 28th September, 2017, for a period of five years, with effect from financial year 2017-18.

The requirement of ratification of appointment of Statutory Auditor at every annual general meeting has been dispensed with enactment of provisions of the Companies (Amendment) Act, 2017, with effect from 7th May, 2018.

SECRETARIAL AUDITOR

The Board has appointed Mr. Deepak Somaiya, Practising Company Secretary, proprietor of M/s. Deepak Somaiya & Co., to conduct Secretarial Audit for the financial year 2017-18. The Secretarial Audit Report for the financial year 2017-18 is annexed herewith as Annexure-III. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

INTERNAL AUDITOR

The Board has appointed M/s. Narula & Gupta, Chartered Accountants, New Delhi (FRN 013532N), as Internal Auditor for the financial year 2017-18.

EXTRACTS OF ANNUAL RETURN

Extract of Annual Return of the Company is annexed herewith as Annexure-IV to this Report.

Pursuant to the provision of Section 92(3) of the Companies Act, 2013, as amended, Annual Return is placed at Company’s website at http://www.pearlglobal.com/investors/annual-return

RELATED PARTY TRANSACTIONS

All related party transactions entered during the financial year were in ordinary course of the business and on arm’s length basis. No material related party transactions were entered during the financial year by the Company. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is not applicable to the Company.

Members may refer to note no. 47 to the standalone financial statements which sets out related party disclosures pursuant to Ind AS-24.

A disclosure on related party, as required under Regulation 34(3) read with Schedule V of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 is annexed as Annexure-V.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Particulars of Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 is annexed as Annexure-VI.

FIXED DEPOSITS

Your Company has not accepted any Fixed Deposits from Public or Shareholders during the year, nor has any unclaimed or unpaid deposits at the end of the financial year.

RISK MANAGEMENT

The Company has implemented procedures and policies in place for risk management including identifying risk which may threaten the existence/operations of the Company.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 (5) of the Companies Act, 2013, with respect to Directors Responsibility Statement, your Directors state that:

a) in the preparation of the annual accounts for the financial year ended 31st March 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures. There are no material departures from the same;

b) the 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 at the end of the financial year 31st March, 2018 and of the profit and loss of the Company for that period;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts on a ‘going concern’ basis;

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

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

LISTING

The shares of your Company are listed at BSE Limited and National Stock Exchange of India Limited, Mumbai. The listing fees to the Stock Exchanges for the year 2017-18 have been paid.

REGISTRAR AND SHARE TRANSFER AGENT

Link Intime India Pvt. Ltd is Company’s Registrars and Share Transfer Agent (RTA) as common agency both for physical and demat shares, as required under Securities Contract (Regulation) Act, 1956. The detail of RTA forms part of the Corporate Governance Report.

CORPORATE GOVERNANCE

Report on Corporate Governance along with the certificate of the Auditors, confirming compliance of conditions of Corporate Governance as stipulated under Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms part of the Annual report.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed review of operations, performance and future outlook of the Company is given separately under the head “Management Discussion and Analysis”.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The details as required under Section 197 (12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time, is annexed as Annexure-VII to this report.

Particulars of employees as required under Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time, is annexed as Annexure- VIII to this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required under Section 134(3)(m) is annexed as Annexure-IX to this report.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE

No significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and Company’s operations in future.

REPORT ON SEXUAL HARASSMENT-INTERNAL COMPLAINTS COMMITTEE

Pursuant to the provisions of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013, Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. There were no complaints received during the financial year 201718.

ACKNOWLEDGEMENT

The Directors of your Company are thankful to Bankers, Business Associates, Customers, Members, Government Bodies & Regulators for the continuous support received from them and place on record their appreciation for the sincere services rendered by the employees at all level.

For and on behalf of the Board

for PEARL GLOBAL INDUSTRIES LIMITED

(VINOD VAISH) (PULKIT SETH)

Whole-Time Director Managing Director

DIN 01945795 DIN 00003044

Place: Gurugram

Date: May 29, 2018

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Mar 31, 2015

The Directors are pleased to present the 26th Annual Report and Audited Financial Statements for the year ended 31st March 2015, together with the Auditors' Report thereon.

WORKING RESULTS OF THE COMPANY (STANDALONE)

(Rs,in crore )

Particulars 2014-15 2013-14

Income from operations 623.99 663.44

Other Income 27.82 22.04

Profit before Tax 15.17 15.47

Provision for Tax 4.95 0.75

Profit After Tax 10.22 14.72

Transfer to General Reserves -- 1.10

WORKING RESULTS OF THE COMPANY (CONSOLIDATED) (Rs,in crore)

Particulars 2014-15 2013-14

Income from operations 1,023.74 4,698.95

Other Income 24.05 65.28

Profit before Tax 34.21 50.76

Provision for Tax 9.90 06.70

Profit After Tax 24.31 44.06

Minorities Share in (Profit)/Loss 0.75 (5.42)

Profit for the year 25.06 38.64

Consolidated results for the year ended 2013-14 are prior to Scheme of Arrangement for demerger with PDS Multinational Fashions Limited. Hence figures for 2014-15 are not comparable with previous year.

STATE OF THE AFFAIRS OF THE COMPANY

Pearl Global Industries Limited is one of India's largest listed garment exporters, manufacturing from multiple sourcing regions within India and countries within South Asia. A preferred long- term vendor to most leading global brands, we are amongst the leading players in our industry. Our mainstay business is to create value from competitively manufacturing and exporting fashion garments to leading global brands. We have now also ventured into e-retail through established digital channels and our own e-com portal "Sbuys.in", giving consumers access to global fashion at attractive values.

Our product range includes knits, woven and bottoms (basic and complex designs) across men, women and kids wear segments. We have a well-diversified and de-risked manufacturing base across India, Indonesia and Bangladesh. We have a total capacity to manufacture around 5 million garments per month (including own and outsourced facilities). Our revenue structure is primarily export based, with a major contribution coming from exports to the United States. We provide total supply chain solutions to customers – value retailers and high-end fashion brand retails in the United States and Europe. Our business model enables us to offer superior quality products across various countries, catering to all kinds of consumers. Our esteemed global clientele include premium retailers in USA and Europe, including GAP, Banana Republic, Kohl's, Macy, Ralph Lauren, Tom Tailor and Next, among others.

We strive to be the most preferred vendor to the top global apparel brands and be ranked amongst the top garment manufacturers in the world, in terms of quality, service standards and ultimately - customer satisfaction, keeping in line with our broader vision. With additional capacities and promising growth in new markets and geographies, we bettered our operational performance during the year. We continued to amplify our strengths, while diversifying our footprint in the global market.

Currently, ~90% of our sales are accounted by United States. However, the seasonal decline in sales of wovens during the fall season (August-November) results in lower capacity utilization at our Indian facilities. Hence, we are continuously endeavoring to diversify our sales to newer geographies in Australia, UK, Germany, Canada, Mexico, Chile and South Africa.

Our Manufacturing Facilities

Country Name Factories Capacity Mn Pieces / Month Machines

India Pearl Global 7 1.68 4,500

Bangladesh Norp Knit 5 1.8 3,400

Indonesia PT Pinnacle 2 0.35 1,100

Our Capabilities

- Fabric Development Centers

We have Fabric Development Centre's in China and India as well as Design and Product Development teams across the globe. Our Fabric Development teams circulate the latest fabric ideas amongst the designers, who develop a product profile. This profile is shared with manufacturing facilities for the purpose of product development. Our design and product development teams support all three streams of our business across all the locations.

- In-house hand-work set up in North India and Bangladesh

We have one of the largest in-house embroidery facility with a capacity of 500 installed heads in North India and another 100 installed heads in Bangladesh.

- In-house washing capacity

Our in-house washing capacity is established in North India and Bangladesh with a capacity of 50,000 pieces a day and 35,000 pieces a day, respectively.

- Garment dyeing facility

A garment dyeing facility has been established in Bangladesh, with a capacity of 10,000 pieces a day.

Multi-Specialty Manufacturing:

We have a strong foothold in the prominent garment manufacturing hubs - in India and across the globe. This enables us to diversify our manufacturing capabilities and to customize our products to market needs.

Location of Facility

India -> Rajasthan (Access through third parties)

India -> NCR, Delhi

India -Bangalore & Chennai

Bangladesh

Indonesia

Specialization

Hand-block printing, hand embroidery, bead work

High fashion cotton knitwear and wovens

Basic & fashion woven and knitwear Knitwears,

basic shirts, jackets, bottom

weights High fashion polyester

knitwear and wovens

DIVIDEND

Your Directors have recommended dividend Rs. 2.25/- per Equity Share of Rs. 10/- each (Previous year Rs. 2/- per equity share) for the financial year 2014-15, amounting Rs. 584.90 Lacs (inclusive of tax on dividend). The dividend payout is subject to approval of the members at the ensuing Annual General Meeting.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of your Company, Mr. Deepak Seth, Chairman and Mr. Pulkit Seth, Vice-Chairman and Managing Director would retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

The Board of Directors of your Company met four times on May 26, 2014, August 14, 2014, November 14, 2014 and February 13, 2015, during the financial year 2014-15.

The Board has appointed Mr. Raj Kumar Chawla as Chief Financial Offer of the Company with effect from 26th May, 2014.

Mr. Sandeep Sabharwal is Company Secretary of the Company since 1st May, 2008.

The Board has re-appointed Mr. Vinod Vaish and Mrs. Shefali Seth as Whole-Time Director of the Company with effect from 19th January, 2015. The Resolutions for their re-appointment are being proposed in the Notice calling this Annual General Meeting.

DIRECTORS' IDENTIFICATION NUMBER (DIN)

The following are the Directors Identification Number (DIN) of your Directors:

Mr. Deepak Seth - 00003021 Mr. Chittranjan Dua - 00036080

Mr. Pulkit Seth - 00003044 Mr. Samar Ballav Mohapatra - 00327410

Mrs.Shefali Seth - 01388430 Mr. Rajendra Kumar Aneja - 00731956

Mr. Anil Nayar - 01390190 Mr. Vinod Vaish - 01945795

The Company has received necessary declaration from each independent Director of the Company under Section 149(7) of the Companies Act, 2013 that the Independent Directors of the Company meet with the criteria of their Independence as laid down in Section 149(6) of the Companies Act, 2013.

The Company had already constituted Nomination and Remuneration Committee as required under Sub-Section (1) of Section 178 of the Companies Act, 2013 Comprising three non- executive Independent Directors Mr. S.B. Mohapatra, Chairman, Mr. Rajendra Kumar Aneja and Mr. Anil Nayar, Members of the Committee. The Company has also formulated a Policy for performance evaluation of Board, Committees, Independent Directors and other individual Directors which included criteria for performance evaluation of the non-executive Directors and executive Directors.

The Nomination and Remuneration Policy of the Company is annexed herewith as Annexure-I with this report.

BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, committees and individual Directors pursuant to the provisions of the Companies Act, 2013 and Rules made there under.

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of the criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning, etc.

The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of the individual Directors on the basis of the criteria such as the contribution of the individual Director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent Directors, performance of non-independent Directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views of Executive Directors and Non-Executive Directors. The same was discussed in the Board meeting that followed the meeting of the Independent Directors, at which the performance of the Board, its committees and individual Directors was also discussed.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

AUDIT COMMITTEE

The Audit Committee comprises two Independent Directors, namely Mr. Anil Nayar, Chairman, Mr. S.B. Mohapatra, Member and one executive Director, Mr. Vinod Vaish, as Member of the Committee. All the recommendations made by the Audit Committee were accepted by the Board.

VIGIL MECHANISM

The Company has set up a Vigil Mechanism, which also incorporates a whistle blower policy in terms of Listing Agreement. Protected disclosures can be made by a whistle blower through an e-mail, or dedicated telephone no. or a letter through to the Vigilance Offer or to the Chairman of the Audit Committee. The policy on vigil mechanism and whistle blower policy may be accessed on the Company's website at the link: http://pearlglobal.com/ investors-policy.asp

CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility Committee of the Company has formulated a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board.

The CSR Policy may be accessed on the Company's website at http://pearlglobal.com/investors-policy.asp

Your Company has identified an area of education for underprivileged children for engagement under CSR activities. The Company has earmarked Rs. 15.00 Lakh for spending on the area of education, out of which Rs. 4.00 Lakh have already been spent.

The Annual Report on CSR activities is annexed herewith as Annexure-II.

SUBSIDIARY COMPANIES

During the year under review, Companies listed in Annexure-III to this report have become or ceased to be Company's subsidiaries, joint ventures or associates Companies.

Pursuant to Section 129(3) of the Companies Act, 2013, a statement containing the salient features of the financial statements of the subsidiary companies is attached to the Financial Statements in Form AOC-1. The Company will make available the said financial statements and related detailed information of the subsidiary companies upon the request by any member of the Company. These financial statements will also be kept open for inspection by any member at the Registered Office of the Company.

The financial statements of the Company, consolidated financial statements along with the relevant documents and separate audited accounts in respect of subsidiaries, are available on the website of the Company.

The Policy of determining material subsidiaries as approved may be accessed on the Company's website at http://pearlglobal.com/ investors-policy.asp

AUDITORS

In terms of Section 139 of the Companies Act, 2013, M/s S. R. Dinodia & Co. LLP, Chartered Accountants, (Regn. No. 001478N/ N500005), New Delhi, were appointed by the Members in its 25th Annual General Meeting held on 26th September, 2014 as Statutory Auditors of the Company for a period of three years. A Resolution for ratification of their appointment as Statutory Auditors is proposed in the Notice calling the Annual General Meeting.

SECRETARIAL AUDITOR

The Board has appointed Mr. Deepak Somaiya, Practicing Company Secretary, proprietor of M/s. Deepak Somaiya & Co. Company Secretary, to conduct Secretarial Audit for the financial year 2014- 15. The Secretarial Audit Report for the financial year 2014-15 is annexed herewith as Annexure-IV. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

COST AUDITOR

The Board has appointed M/s. D A & Associates, Cost Accountants, for conducting the audit of cost records of the Company for the financial year 2014-15.

INTERNAL AUDITOR

The Board has appointed M/s. Narula & Gupta, Chartered Accountants, New Delhi (FRN 013532N), as Internal Auditor for the financial year 2014-15.

EXTRACTS OF ANNUAL RETURN

Extract of Annual Return of the Company is annexed herewith as Annexure-V to this Report.

RELATED PARTY TRANSACTIONS

Particulars of Contracts or Arrangements with Related Parties referred to in Section 188(1) of the Companies Act, 2013 in Form AOC-2 is annexed as Annexure-VI.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Particulars of Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 is annexed as Annexure- VII.

FIXED DEPOSITS

Your Company has not accepted any Fixed Deposits from Public or Shareholders during the year, nor has any unclaimed or unpaid deposits at the end of the financial year.

RISK MANAGEMENT

The Company has implemented procedures and policies in place for risk management including identifying risk which may threaten the existence/operations of the Company.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 (5) of the Companies Act, 2013, with respect to Directors Responsibility Statement, your Directors state that:

a) in the preparation of the annual accounts for the financial year ended 31st March 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures. There are no material departures from the same;

b) the Directors have selected such accounting policies and ap- plied 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 at the end of the fnancial year 31st March, 2015 and of the profit and loss of the Company for that period;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safe- guarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts on a 'going concern' basis;

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

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

LISTING

The shares of your Company are listed at BSE Limited, Mumbai and National Stock Exchange of India Limited, Mumbai. The listing fees to the Stock Exchanges for the year 2014-15 have been paid.

REGISTRAR AND SHARE TRANSFER AGENT

Link In time India Pvt. Ltd is Company's Registrars and Share Transfer Agent (RTA) as common agency both for physical and demat shares, as required under Securities Contract (Regulation) Act, 1956. The detail of RTA forms part of the Corporate Governance Report.

CORPORATE GOVERNANCE

Report on Corporate Governance along with the certificate of the Auditors, confirming compliance of conditions of Corporate

Governance as stipulated under Clause 49 of the Listing Agreement, forms part of the Annual report.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed review of operations, performance and future outlook of the Company is given separately under the head "Management Discussion and Analysis".

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The details as required under Section 197 (12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure-VIII to this report.

Particulars of employees as required under Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure-IX to this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required under Section 134(3)(m) is annexed as Annexure-X to this report.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

No significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future.

REPORT ON SEXUAL HARASSMENT-INTERNAL COMPLAINTS COMMITTEE

Pursuant to the provisions of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013, Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. There were no complaints received during the financial year 2014-15.

ACKNOWLEDGEMENT

The Directors of your Company are thankful to Bankers, Business Associates, Customers, Members, Government Bodies & Regulators for the continuous support received from them and place on record their appreciation for the sincere services rendered by the employees at all level.

For and on behalf of the Board

for PEARL GLOBAL INDUSTRIES LIMITED



(VINOD VAISH) (PULKIT SETH)

Whole-Time Director Managing Director

DIN 01945795 DIN 00003044

Place: Gurgaon

Date: May 22, 2015

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Mar 31, 2014

To the Members,

The Directors are pleased to present the 25th Annual Report and Audited Accounts for the year ended 31st March 2014, together with the Auditors'' Report thereon.

WORKING RESULTS OF THE COMPANY (CONSOLIDATED)

During the year under review, the consolidated Income of your Company is Rs.4,698.95 crore against previous year Rs. 3,820.24 crore. (Rs. in Crore)

Particulars 2013-14 2012-13

Income from operations 4,698.95 3,820.24

Other Income 65.28 30.49

Profit before Tax 50.76 48.54

Provision for Tax 06.70 18.21

Provision for Bad debt 0.38 0.50

Profit After Tax 44.06 30.33

EPS (in Rs. 17.84 10.98

Transfer to General Reserves - -

WORKING RESULTS OF THE COMPANY (STANDALONE)

(Rs. in Crore)

Particulars 2013-14 2012-13

Income from operations 663.44 557.69

Other Income 22.04 14.29

Profit before Tax 15.47 4.03

Provision for Tax 0.75 0.14

Provision for Bad debt 0.38 0.50

Profit After Tax 14.72 3.89

Transfer to General Reserves - -

BUSINESS AND OPERATIONS

The garment exports from India for the Financial Year 2013-14 has increased by 15.5 percent over the same period of previous fiscal and reached to USD 14.94 billion, despite the shrinking of traditional markets and uncertain global economic scenario. In the first half of this financial year, India exported apparel worth $7.9 billion, a rise of 13 per cent over the year-ago period. India''s apparel exports are rising, partially because the country is able to penetrate into the markets of neighboring China and Bangladesh. Exports from India have also been aided by the falling rupee. Currently, China is facing high labour costs and rising currency, and this is working in India''s favor. The estimates for 2014-15 are USD 20 billion.

Garment Industry has huge potential to shift the additional unutilized labor out of agriculture and lift the large population above the empowerment line. To jumpstart job creation, India will need to improve its business and investment climate especially the labor incentive sector like the garment Industry.

Your company, due to its long established presence and commitment to deliver, has been able to achieve consistent growth on year to year with challenging global conditions.

The growth was evident with proactive business approach to adapt to the changes swiftly and respond positively in varying customer perception while resorting to production efficiency, value addition and cost optimization.

The year ahead continues to be challenging with a cautious optimism for growth projections. Your company is fully equipped to forge ahead on the growth path with a focused attention towards its customer deliverables, product development and the value perceptions attained through strong supply chain arrangements, innovative product designs and creations, production and sourcing efficiency, constant compliances adherence (in-house and outsourced), economy of scale and cost effectiveness.

Consolidated total revenue of the company is Rs. 4,764 crore, up by Rs.913 crore representing more than 24% in financial year 2013-14 as compared to Rs. 3,846 crore during the previous year. The consolidated Profit after Tax of the company is Rs. 44.06 crore compared to profit of Rs.30.33 crore during the previous year. The above consolidated results (Profit after Tax) increased by an extra-ordinary item of Rs. 14.85 crore.

Your company expects that the new business initiatives with focused approach will start yielding increased consolidated revenue and improved consolidated profit in the year ahead.

SCHME OF ARRANGEMENT

The Hon''ble High Court of Delhi has vide its order dated 10th March, 2014, sanctioned the Scheme of Arrangement between the Company and PDS Multinational Fashions Limited (PDS) whereby the Demerged undertaking of the company stand demerged / hived off and merged with PDS. The Scheme has become effective with effect from May 2014, upon filing of the Court order with Registrar of Companies, NCT of Delhi and Haryana. With this, the Sourcing, Distribution and Marketing business of the company stand divested into PDS together with investment of the company in its wholly owned subsidiary Multinational Textile Group Limited. CORPORATE SOCIAL RESPONSIBILITY

The company has been taking up and fulfilling its fundamental responsibility towards society. Little People Educational Society, set up by the Promoter group has been imparting employment oriented higher education. ARPAN and SOHAM are helping underprivileged children, studying in 1st to 5th level financially and also supporting the school system.

The company is formulating a formal Corporate Social Responsibilities (CSR) Policy keeping in tune with its overall business policy and goals.

DIVIDEND

The Directors recommend dividend Rs. 2/- Per Equity Share for the year 2013-14. DIRECTORS

Mr. Pallak Seth and Dr. A. P Bhupatkar, Directors have resigned from the Board of your company w.e.f. 12th May 2014. Your Board of Directors places on record its appreciation to their contributions during their tenure.

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of your Company Mrs. Shefali Seth and Mr. Vinod Vaish, Whole Time Directors would retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointme nt.

In terms of applicable provisions of Companies Act, 2013 and Rules made thereunder, Mr. S. B. Mohapatra, Mr. Chittranjan Dua, Mr. Rajendra K. Aneja and Mr. Anil Nayar, Independent Directors of your company will be appointed as Independent Directors for a tenure of Five years in the ensuing Annual General Meeting.

DIRECTORS'' IDENTIFICATION NUMBER (DIN)

The following are the Directors Identification Number (DIN) of your Directors:

Mr. Deepak Seth - 00003021 Mr. Chittranjan Dua - 00036080

Mr. Pulkit Seth - 00003044 Mr. Samar Ballav Mohapatra - 00327410

Mrs.Shefali Seth - 01388430 Mr. Rajendra Kumar Aneja - 00731956

Mr. Anil Nayar - 01390190 Mr. Vinod Vaish - 01945795

SUBSIDIARY COMPANIES

In line with the requirements of Accounting Standards AS - 21 issued by the Institute of Chartered Accountants of India, consolidated financial statements presented by the Company include the financial information of its Subsidiaries. As required under Section 212 of the Companies Act, 1956, the statement in respect of the Subsidiary companies is annexed herewith and forms an integral part of this Annual Report.

AUDITORS

The Auditors, M/s S. R. Dinodia & Co., LLP Chartered Accountants, (Regn. No. 001478N/ N500005), New Delhi, retires at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

FIXED DEPOSITS

Your Company has not accepted any Fixed Deposits from Public or Shareholders. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed:

i) That in the preparation of the accounts for the financial year ended 31st March 2014, the applicable accounting standards issued by the Institute of Chartered Accountants of India have been followed. There are no material departures from prescribed accounting standards in the adoption of the accounting standards.

ii) That the Directors have adopted such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review.

iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) That the Directors have prepared the accounts for the financial year ended 31st March 2014 as a ''going concern'' and on accrual basis.

LISTING

The shares of your Company are listed at Bombay Stock Exchange Limited, Mumbai and National Stock Exchange of India Limited, Mumbai. The listing fees to the Stock Exchanges for the year 2013-14 have been paid.

REGISTRAR AND SHARE TRANSFER AGENT

Link Intime India Pvt. Ltd has been appointed as Registrars and Share Transfer Agent (RTA) as common agency both for physical and demat shares, as required under Securities Contract (Regulation) Act, 1956. The detail of RTA forms part of the Corporate Governance Report.

CORPORATE GOVERNANCE

Report on Corporate Governance along with the certificate of the Auditors, confirming compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement, forms part of the Annual report.

CORPORATE GOVERNANCE VOLUNTARY GUIDELINES 2009

The company is in the process of considering adoption of Corporate Governance Voluntary Guidelines, 2009 (the Guidelines) and formulating relevant policies/codes.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed review of operations, performance and future outlook of the Company is given separately under the head "Management Discussion and Analysis".

NOTES TO ACCOUNTS

The observations of the Auditors, if any have been adequately explained in Notes to Accounts and need no further clarification.

PARTICULARS OF EMPLOYEES

Particulars of employees required under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 is nil.

PARTICULARS W.R.T. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information pursuant to Section 217(1)(e) of the Companies Act, 1956, read with Rule 2 of the Companies (Disclosures of Particulars in the Report of the Board of Directors) Rules, 1988 relating to ''Energy Conservation'', ''Technology Absorption'' and Foreign Exchange earnings and outgo are provided in Annexure 1.

ACKNOWLEDGEMENT

The Directors of your Company are thankful to Bankers, Business Associates, Customers, Members, Government Bodies & Regulators for the continuous support received from them and place on record their appreciation for the sincere services rendered by the employees at all level.

For and on behalf of the Board for PEARL GLOBAL INDUSTRIES LIMITED

(VINOD VAISH) (PULKIT SETH)

WHOLE-TIME DIRECTOR MANAGING DIRECTOR DIN 01945795 DIN 00003044

Place : Gurgaon Date : 26th May, 2014

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Mar 31, 2013

To the Members,

The Directors are pleased to present the 24th Annual Report and Audited Accounts for the year ended 31st March 2013, together with the Auditors'' Report thereon.

WORKING RESULTS OF THE COMPANY (CONSOLIDATED)

During the year under review, the consolidated Income of your Company is Rs. 3,820.24 crore against previous year Rs. 2,798.49 crore.

(Rs. in Crore)

2012-13 2011-12

Income from operations 3820.24 2798.49

Other Income 25.65 15.45

Profit before Tax 48.54 46.67

Provision for Tax 18.21 8.12

Provision for Bad debt 0.50 2.09

Profit After Tax 30.33 38.55

EPS (in Rs.) 10.98 14.54

Transfer to General Reserves – – WORKING RESULTS OF THE COMPANY (STANDALONE)

(Rs. In Crores)

2012-13 2011-12

Income from operations 557.69 646.70

Other Income 14.29 9.33

Profit before Tax 4.03 1.92

Provision for Tax 0.14 (1.75)

Provision for Bad debt 0.50

Profit After Tax 3.89 3.66

Transfer to General Reserves

BUSINESS AND OPERATIONS

The apparel industry as a whole experienced hard way during the financial year 2012-13 amidst continued global economic turmoil particularly in key markets of EU and the US across retailing, manufacturing and sourcing sectors with world garments exports declining to USD 12.92 billion as against USD 13.70 billion last year. However, in rupee terms garment exports registered Rs. 70,312 crore, an increase of 7% compared to last year Rs. 65,709 crore. The retail industry has witnessed significant changes in their business strategies during the year to arrest the dampening demand to grow, while impacting the sourcing and manufacturing that became very competitive to sustain.

However your company, due to its long established presence and commitment to deliver, has been able to achieve consistent growth on year to year with challenging global conditions.

The growth was evident with proactive business approach to adapt to the changes swiftly and respond positively in varying customer perception while resorting to production efficiency, value addition and cost optimization.

At the same time, your company has initiated diversification into other product line such as footwear, cosmetics and hard goods and expanded to tap the opportunities into new markets like Australia, South Africa, etc as a part of our growth strategy. Your company has also expanded its strength in China, which is a major sourcing country and also increased the direct marketing operations to its customers from China, India and Bangladesh, which has very good potential and expected to grow rapidly.

The year ahead continues to be challenging with a cautious optimism for growth projections. Your company is fully equipped to forge ahead on the growth path with a focused attention towards its customer deliverables, product development and the value perceptions attained through strong supply chain arrangements, innovative product designs and creations, production and sourcing efficiency, constant compliances adherence (in-house and outsourced), economy of scale and cost effectiveness.

Consolidated total revenue of the company is Rs. 3,846 crore, up by Rs.1,032 crore representing more than 36% in financial year 2012-13 as compared to Rs. 2,814 crore during the previous year. The consolidated Profit after Ta x of the company is Rs. 30.33 crore compared to profit of Rs. 38.55 crore during the previous year. The above consolidated results (Profit after Tax) reduced by an extra-ordinary item of Rs. 13.35 crore being loss on investment in a subsidiary due to its closure.

Your company expects that the new business initiatives with focused approach will start yielding increased consolidated revenue and improved consolidated profit in the year ahead.

CORPORATE SOCIAL RESPONSIBILITY

The company has been taking up and fulfilling its fundamental responsibility towards society. Little People Educational Society, set up by the Promoter group has been imparting employment oriented higher education. ARPAN and SOHAM are helping underprivileged children, studying in 1st to 5th level financially and also supporting the school system.

The company is formulating a formal Corporate Social Responsibilities (CSR) Policy keeping in tune with its overall business policy and goals.

DIVIDEND

The Directors recommend dividend Rs. 1/- Per Equity Share for the year 2012-13.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of your Company, Mr. Pallak Seth, Vice Chairman, Mr. S.B. Mohapatra, and Dr. A.P. Bhupatkar, Directors would retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

Mr. Pulkit Seth was appointed as Managing Director of the Company on 1st June, 2008 for a period of five (5) years, i.e. upto 31st May, 2013. The Board of Directors of the Company in its meeting held on 30th May, 2013, has re-appointed to him as a Managing Director of the Company for the period of three (3) years. A necessary resolution for their re-appointment is included in the notice convening Annual General Meeting.

DIRECTORS'' IDENTIFICATION NUMBER (DIN)

The following are the Directors Identification Number (DIN) of your Directors:

Mr. Deepak Seth - 00003021 Dr. Ashutosh Prabhudas Bhupatkar - 00479727

Mr. Pallak Seth - 00003040 Mr. Chittranjan Dua - 00036080

Mr. Pulkit Seth - 00003044 Mr. Samar Ballav Mohapatra - 00327410

Mrs. Shefali Seth - 01388430 Mr. Rajendra Kumar Aneja - 00731956

Mr. Anil Nayar - 01390190 Mr. Vinod Vaish - 01945795

SUBSIDIARY COMPANIES

In line with the requirements of Accounting Standards AS – 21 issued by the Institute of Chartered Accountants of India, consolidated financial statements presented by the Company include the financial information of its Subsidiaries. As required under Section 212 of the Companies Act, 1956, the statement in respect of the Subsidiary companies is annexed herewith and forms an integral part of this Annual Report.

AUDITORS

The Auditors, M/s S. R. Dinodia & Co., Chartered Accountants, (Regn. No. 001478N), New Delhi, retires at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

FIXED DEPOSITS

Your Company has not accepted any Fixed Deposits from Public or Shareholders.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed:

i) That in the preparation of the accounts for the financial year ended 31st March 2013, the applicable accounting standards issued by the Institute of Chartered Accountants of India have been followed. There are no material departures from prescribed accounting standards in the adoption of the accounting standards.

ii) That the Directors have adopted such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review.

iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) That the Directors have prepared the accounts for the financial year ended 31st March 2013 as a ''going concern'' and on accrual basis.

LISTING

The shares of your Company are listed at Bombay Stock Exchange Limited, Mumbai and National Stock Exchange of India Limited, Mumbai. The listing fees to the Stock Exchanges for the year 2013-14 have been paid.

REGISTRAR AND SHARE TRANSFER AGENT

Link Intime India Pvt. Ltd is continuing as Registrars and Share Transfer Agent (RTA) as common agency both for physical and demat shares, as required under Securities Contract (Regulation) Act, 1956. The detail of RTA forms part of the Corporate Governance Report.

CORPORATE GOVERNANCE

Report on Corporate Governance along with the certificate of the Auditors, confirming compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement, forms part of the Annual report.

CORPORATE GOVERNANCE VOLUNTARY GUIDELINES 2009

The company is in the process of considering adoption of Corporate Governance Voluntary Guidelines, 2009 (the Guidelines) and formulating relevant policies/codes.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed review of operations, performance and future outlook of the Company is given separately under the head "Management Discussion and Analysis".

NOTES TO ACCOUNTS

The observations of the Auditors, if any, have been adequately explained in Notes to Accounts and need no further clarification.

PARTICULARS OF EMPLOYEES

Particulars of employees required under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 is nil.

PARTICULARS W.R.T. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information pursuant to Section 217(1)(e) of the Companies Act, 1956, read with Rule 2 of the Companies (Disclosures of Particulars in the Report of the Board of Directors) Rules, 1988 relating to ''Energy Conservation'', ''Technology Absorption'' and Foreign Exchange earnings and outgo are provided in Annexure 1.

ACKNOWLEDGEMENT

The Directors of your Company are thankful to Bankers, Business Associates, Customers, Members, Government Bodies & Regulators for the continuous support received from them and place on record their appreciation for the sincere services rendered by the employees at all level.

For and on behalf of the Board

for PEARL GLOBAL INDUSTRIES LIMITED

(VINOD VAISH) (PULKIT SETH)

WHOLE-TIME DIRECTOR MANAGING DIRECTOR

DIN 01945795 DIN 00003044

Place: Gurgaon

Date: 30th May, 2013

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Mar 31, 2012

The Directors of your Company have pleasure in presenting the 23rd Annual Report and Audited Accounts tor the year ended 31st March 2012, together with the Auditors' Report thereon.

MERGER OF PEARL GLOBAL LIMITED

Pearl Global Limited (PGL), the Indian subsidiary of the company has been merged with the Company, pursuant to Scheme of Amalgamation, vide order of Hon'ble High Court of Delhi dated 11.11.2011.

CHANGE OF NAME

Pearl Global Limited had a global recognition and reputation with brand "Pearl Global" and was well known global garment manufacturer and ONE STOP SHOP for reputed international buyers. Consequent upon merger of erstwhile Pearl Global Limited, with a view to retain the name - PEARL GLOBAL - of erstwhile PGL, name of the company has been changed from House of Pearl Fashions Limited to Pearl Global Industries Limited (PGIL) with effect from 20th March, 2012. CONSOLIDATED WORKING RESULTS

During the year under review, the consolidated Income of your Company is Rs. 2798.49 Crores against previous year Rs. 2251.03 Crores. (Rs. In Crores)

2011-12 2010-11

Income 2798.49 2251.03

Other Income 15.45 49.31

Profit before Tax 46.67 21.66

Provision for Tax 8.12 (1.21)

Provision for Bad debt - -

Profit After Tax 38.55 22.87

EPS (in Rs.) 14.54 10.03

Transfer to General Reserves - -

WORKING RESULTS OFTHE COMPANY (STANDALONE)

(Rs. In Crores) 2011-12 2010-11

Income 613.12 22.55

Other Income 24.66 0.04

Profit before Tax 1.95 (0.31)

Provision for Tax (1.71) (5.78)

Profit After Tax 3.66 (23.81)

Transfer to General Reserves - -

BUSINESS AND OPERATIONS

Though struggling garment export sector witnessed dampening exports during most of 2011 due to sluggish EU and US market, yet with some late recovery, the apparel exports have registered some growth during 2011-12 with exports closing to USD 13.50 billion against USD 11 billion last year. Rupee appreciation in recent time is also a concern.

Indian exporters have reached other parts of the globe as well, though major market remains EU and US. Across the globe, the demand for garments has witnessed some increase.

Your company has adopted market diversification strategy based on the changing dynamics of growth in the world economy as it is necessary to ensure sustained growth of exports. The demand in the traditional markets of the developed western world, North America and Europe, is projected to be relatively sluggish due to slowing output expansion in these economies. Against this, emerging economies are expected to grow at about 6.5%.

The core of our market strategy therefore is:

(a) Retain presence and market share in our "existing developed country markets";

(b) Move up the value chain in providing products in these developed country markets; and

(c) Open up new vistas, both in terms of markets and new products in the new markets.

We are focusing on markets in Asia (including ASEAN), Africa and Latin America. We must establish new beachheads and strengthen our presence in newly opened up markets. To establish greater credibility and acceptance of our critical export products and sectors in foreign markets, we would strengthen efforts to build up a brand image for important Indian exports, and promote a thrust for quality upgradation. Domestic standards for export related products would be raised, Differentiated strategic initiatives globally have been formulated on the basis of the critical assessment of strengths, weaknesses, opportunities and challenges being faced.

The company has continued focus on cost competitiveness and open new horizons towards Sourcing and Product Development across the globe. The company has leveraged its experience and expertise in cost competitiveness in channelising the business through its manufacturing or outsourcing activities based on buyers requirements.

Consolidated turnover of the company is Rs.2798.49 Crores, up by more than 24% in financial year 2011-12. The consolidated profit of the company is Rs.38.54 Crores compared to profit of Rs.22.87 Crores for last year. With no expected increase in fixed overheads, your company expects that the new business initiatives will start yielding increase in sales and improved consolidated profit.

CORPORATE SOCIAL RESPONSIBILITY

The company has been taking up and fulfilling its fundamental responsibility towards society. Little People Educational Society, set up by the group has been imparting employment oriented higher education and retail sector education through Indian Retail School (IRS). IRS has taken initiative to impart career oriented training in retail sector. ARPAN and SOHAM are helping underprivileged children, studying in 1st to 5th level financially and also supporting the school system.

The company is formulating a formal Corporate Social Responsibilities (CSR) Policy keeping in tune with its overall business policy and goals.

DIVIDEND

The Directors do not recommend any dividend for the year under review.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of your Company, Mr. Deepak Seth, Chairman, Mr. Pulkit Seth, Managing Director, Mr. R. K. Aneja and Mr. C R. Dua, Directors would retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. Necessary resolutions for their appointment are included in the notice convening Annual General Meeting.

Mrs. Shefali Seth was a Whole Time Director in erstwhile Pearl Global Limited, heading Product Development and Design functions. The Board has appointed Mrs. Shefali Seth as an Additional Director and Whole Time Director of the Company to avail her expertise for Product Development and Design functions. The Board has also appointed Mr. Vinod Vaish as Additional Director and Whole Time Director to avail his services in Corporate and Factory administration.

The Board has also appointed Mr. Anil Nayar as Additional Director - being an independent Director on the Board. Mr. Nayar was also an independent Director on the Board of erstwhile Pearl Global Limited. The aforesaid additional Directors are liable to retire at the ensuing Annual General Meeting. The company has received notices from shareholders proposing the reappointment of Additional Directors. DIRECTORS' IDENTIFICATION NUMBER (DIN)

The following are the Directors Identification Number (DIN) of your Directors:

Mr. Deepak Seth - 00003021 Dr. Ashutosh Prabhudas Bhupatkar - 00479727

Mr. Pallak Seth - 00003040 Mr. Chittranjan Dua - 00036080

Mr. Pulkit Seth - 00003044 Mr. Samar Ballav Mohapatra_- 00327410

Mrs.Shefali Seth - 01388430 Mr. Rajendra Kumar Aneja_- 00731956

Mr. Anil Nayar - 01390190 Mr. Vinod Vaish - 01945795

SUBSIDIARY COMPANIES

In line with the requirements of Accounting Standards AS - 21 issued by the Institute of Chartered Accountants of India, consolidated financial statements presented by the Company include the financial information of its Subsidiaries. As required under Section 212 of the Companies Act, 1956, the statement in respect of the Subsidiary companies is annexed herewith and forms an integral part of this Annual Report.

AUDITORS

The Auditors, M/s S. R. Dinodia & Co., Chartered Accountants, (Regn. No. 001478N), New Delhi, retires at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

FIXED DEPOSITS

Your Company has not accepted any Fixed Deposits from Public or Shareholders.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed:

i) That in the preparation of the accounts for the financial year ended 31st March 2012, the applicable accounting standards issued by the Institute of Chartered Accountants of India have been followed. There are no material departures from prescribed accounting standards in the adoption of the accounting standards.

ii) That the Directors have adopted such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review.

iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) That the Directors have prepared the accounts for the financial year ended 31st March 2012 as a 'going concern' and on accrual basis.

LISTING

The shares of your Company are listed at Bombay Stock Exchange Limited, Mumbai and National Stock Exchange of India Limited, Mumbai. The listing fees to the Stock Exchanges for the year 2012-13 have been paid.

REGISTRAR AND SHARETRANSFER AGENT

Link Intime India Pvt. Ltd (formerly known as Intime Spectrum Registry Limited) has been appointed as Registrars and Share Transfer Agent (RTA) as common agency both for physical and demat shares, as required under Securities Contract (Regulation) Act, 1956. The detail of RTA forms part of the Corporate Governance Report.

CORPORATE GOVERNANCE

Report on Corporate Governance along with the certificate of the Auditors, confirming compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement, forms part of the Annual report.

CORPORATE GOVERNANCE VOLUNTARY GUIDELINES 2009

The company is in the process of considering adoption of Corporate Governance Voluntary Guidelines, 2009 (the Guidelines) and formulating relevant policies/codes.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed review of operations, performance and future outlook of the Company is given separately underthe head "Management Discussion and Analysis".

NOTES TO ACCOUNTS

The observations of the Auditors, if any, have been adequately explained in Notes to Accounts and need no further clarification.

PARTICULARS OF EMPLOYEES

Particulars of employees required under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 is nil.

PARTICULARS W.R.T. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information pursuant to Section 217(1)(e) of the Companies Act, 1956, read with Rule 2 of the Companies (Disclosures of Particulars in the Report of the Board of Directors) Rules, 1988 relating to 'Energy Conservation', 'Technology Absorption' and Foreign Exchange earnings and outgo are provided in Annexure 1.

ACKNOWLEDGEMENT

The Directors of your Company are thankful to Bankers, Business Associates, Customers, Members, Government Bodies & Regulators for the continuous support received from them and place on record their appreciation for the sincere services rendered by the employees at all level.

For and on behalf of the Board

for PEARL GLOBAL INDUSTRIES LIMITED

Sd/-

(DEEPAK SETH)

Place: Gurgaon CHAIRMAN

Date : 29th May, 2012 (DIN - 00003021)

---

Mar 31, 2011

To the Shareholders,

The Directors of your Company have pleasure in presenting the 22nd Annual Report and Audited Accounts for the year ended 31st March 2011, together with the Auditors' Report thereon.

CONSOLIDATED WORKING RESULTS

During the year under review, the consolidated Income of your Company is Rs.226,445.79 Lacs against previous year Rs.187,737,07 Lacs.

2010-2011 2009-2010

Income 223,206.77 183,204.86

Other Income 3,239.02 4,532.21

Profit before Tax & Adjustments 2,825.95 1,624.25

Provision for Tax 119.28 199.87

Provision for Bad debt - -

Profit After Tax 2,287.53 1,413.75

EPS (in Rs.) 10.03 4.53

Transfer to General Reserves - -

WORKING RESULTS OF THE COMPANY (STANDALONE)

2010-2011 2009-2010

Income 2,258.97 4,484.25

Other Income 1,204.79 1,117.45

Profit before Tax (30.63) (421.39)

Provision for Tax 575.99 5.87

Profit After Tax (2,380.73) (404.67)

Transfer to General Reserves - -

BUSINESS AND OPERATIONS

With US and European countries coming out of recession, India's garment exports have steadily increased since over a year. Across the globe, the demand for garments has been steadily increasing. With the recent trends, the future of the garment business look quite promising.

Indian share in global textile and apparel trade has potential to increase from its current level of 4.5% to 8% by 2020. However rising cost of cotton and labour cost is a cause of concern. Overall raw material is getting expensive and it is likely to impact consumption pattern also.

The company has extended its Sourcing and Development activities to new countries in Asia. Wherever possible, we have focused on cost competitiveness and open new horizons towards Sourcing and Product Development across the globe. The company has leveraged its experience and expertise in cost competitiveness in channelising the business through its manufacturing or outsourcing activities based on buyers requirements.

Over the last five years, your company through its subsidiaries has been able to add more capacities, acquires strategic companies, set up new divisions, expand into new geographies, strengthen its design infrastructure, implement SAP and has now reached an enviable position of "One Stop Shop" destination for its customers. Today, your company offers almost all categories of garments, manufactured either in its own or outsourced from the most cost effective locations.

Consolidated turnover of the company is Rs.2264.46 Crore, up by more than 20%. in financial year 2010-11. The consolidated profit of the company is Rs.22.87 Crore compared to profit of Rs.14.14 Crore for last year. With no expected increase in fixed overheads, your company expects that the new business initiatives will be start yielding increase in sales and improved consolidated profit.

Considering the growing demand, the company has enhanced manufacturing capacities at Gurgaon, Chennai and Bangladesh during the financial year 2010-11.

CORPORATE SOCIAL RESPONSIBILITY

The company has been taking up and fulfilling its fundamental responsibility towards society. Little People Educational Society, set up by the group has been imparting employment oriented higher education and retail sector education through Indian Retail School (IRS). IRS has taken initiative to impart career oriented training in retail sector. ARPAN and SOHAM are helping underprivileged children, studying in 1st to 5th level financially and also supporting the school system.

The company is formulating a formal Corporate Social Responsibilities (CSR) Policy keeping in tune with its overall business policy and goals.

DIVIDEND

The Directors do not recommend any dividend for the year under review.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of your Company, Dr. Ashutosh P Bhupatkar and Mr. S.B. Mohapatra, would retire by Rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. Necessary resolutions for their appointment are included in the notice convening Annual General Meeting.

DIRECTORS IDENTIFICATION NUMBER (DIN)

The following are the Directors Identification Number (DIN) of your Directors:

Mr. Deepak Seth - 00003021

Dr. Ashutosh Prabhudas Bhupatkar - 00479727

Mr. Pallak Seth - 00003040

Mr. Chittranjan Dua - 00036080

Mr. Pulkit Seth - 00003044

Mr. Samar Ballav Mohapatra - 00327410

Mr. Sanjay Pershad - 00003054

Mr. Rajendra Kumar Aneja - 00731956

SUBSIDIARY COMPANIES

In line with the requirements of Accounting Standards AS – 21 issued by the Institute of Chartered Accountants of India, consolidated financial statements presented by the Company include the financial information of its Subsidiaries. As required under Section 212 of the Companies Act, 1956, the statement in respect of the Subsidiary companies is annexed herewith and forms an integral part of this Annual Report.

During the year four companies changed their names from Magic Global Fashions Limited to Nor Delhi Manufacturing Limited, Poetic Hong Kong Limited to Nor Lanka Manufacturing Limited, Pearl GES Group Ltd. to PG Group Ltd. and Pearl GES Home Group Ltd. to PG Home Group Ltd.

AUDITORS

The Auditors, M/s S. R. Dinodia & Co., Chartered Accountants, (Regn. No. 001478N), New Delhi, retires at the conclusion of the ensuing Annual General Meeting and are eligible for re- appointment.

FIXED DEPOSITS

Your Company has not accepted any Fixed Deposits from Public or Shareholders.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed:

i) That in the preparation of the accounts for the financial year ended 31st March 2011, the applicable accounting standards issued by the Institute of Chartered Accountants of India have been followed. There are no material departures from prescribed accounting standards in the adoption of the accounting standards.

ii) That the Directors have adopted such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review.

iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) That the Directors have prepared the accounts for the financial year ended 31st March 2011 as a 'going concern' and on accrual basis.

LISTING

The shares of your Company are listed at Bombay Stock Exchange Limited, Mumbai and National Stock Exchange of India Limited, Mumbai. The listing fees to the Stock Exchanges for the year 2011-12 have been paid.

REGISTRAR AND SHARE TRANSFER AGENT

Link Intime India Pvt. Ltd (formerly known as Intime Spectrum Registry Limited) has been appointed as Registrars and Share Transfer Agent (RTA) as common agency both for physical and demat shares, as required under Securities Contract (Regulation) Act, 1956. The detail of RTA forms part of the Corporate Governance Report.

CORPORATE GOVERNANCE

Report on Corporate Governance along with the certificate of the Auditors, confirming compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement, forms part of the Annual report.

CORPORATE GOVERNANCE VOLUNTARY GUIDELINES 2009

The company is in the process of considering adoption of Corporate Governance Voluntary Guidelines, 2009 (the Guidelines) and formulating relevant policies/codes.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed review of operations, performance and future outlook of the Company is given separately under the head "Management Discussion and Analysis".

NOTES TO ACCOUNTS

The observations of the Auditors, if any, have been adequately explained in Notes to Accounts and need no further clarification.

PARTICULARS OF EMPLOYEES

Particulars of employees required under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 is nil.

PARTICULARS W.R.T. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information pursuant to Section 217(1)(e) of the Companies Act, 1956, read with Rule 2 of the Companies (Disclosures of Particulars in the Report of the Board of Directors) Rules, 1988 relating to 'Energy Conservation' and 'Technology Absorption' are not applicable.

Foreign Exchange Earnings and Outgo

Information pertaining to activities relating to exports, initiative taken to increase exports, development of new export markets and exports plans is as follows:

The Company through subsidiaries is into export of garments to various countries and has taken various initiatives for increasing exports like strengthening design & development, outsourcing garments from cost effective locations and increasing manufacturing capacities. The Company and subsidiaries have explored new markets in South America, Africa and sourcing partners in Sri Lanka. The Company has valued buyers across the globe and plans to cater to new markets and also to cater to 'A category of International buyers especially through Chennai unit of its subsidiary.

Total Foreign Exchange used and earned (in Rs.):

ACKNOWLEDGEMENT

The Directors of your Company are thankful to Bankers, Business Associates, Customers, Members, Government Bodies & Regulators for the continuous support received from them and place on record their appreciation for the sincere services rendered by the employees at all level.

For and on behalf of the Board

for HOUSE OF PEARL FASHIONS LIMITED

(DEEPAK SETH)

Place: Gurgaon Chairman

Date: 30th May, 2011 (DIN - 00003021)

---

Mar 31, 2010

The Directors of your Company have pleasure in presenting the 21st Annual Report and Audited Accounts for the year ended 31st March 2010, together with the Auditors Report thereon.

CONSOLIDATED WORKING RESULTS

During the year under review, the consolidated Income of your Company is Rs.190447.67 Lacs against previous year Rs.1,48,273.60 Lacs.

(Rs. in Lacs)

2009-2010 2008-2009

lncome 183204.86 144790.93

Other Income 4532.89 3482.68

Profit before Tax & Adjustments 1613.62 179.43

Provision for Tax 199.87 41.43

Provision for Bad debt - (5.79)

Profit After Tax 1413.75 132.21

EPS (in Rs.) 4.53 2.76

Transfer to General Reserves

WORKING RESULTS OF THE COMPANY (STANDALONE)

(Rs. In Lacs)

2009-20101 2008-2009

Income 4484.25 2283.25

Other Income 1117.45 2025.46

Profit before Tax (410.55) 1188.73

Provision for Tax 5.87 272.08

Profit After Tax (404.68) 916.66

Transfer to General Reserves - -

BUSINESS AND OPERATIONS

Over the last three years, your company through its subsidiaries and joint ventures has been able to add more capacities, acquires strategic companies, set up new divisions, expand into new geographies, strengthen its design infrastructure, implement ERP and has now reached an enviable position of "One Stop Shop" destination for its customers. Today, your company through its subsidiaries and joint ventures offers almost all categories of garments, manufactured either in its own or outsourced from the most cost effective locations on either FOB or LDP terms to its customers.

In the industry scenario, where most of the top retailers of the world are consolidating their vendor base, stand alone vendors are going out of business and their share are being taken over by companies which can provide one Stop Shop Solutions. Vendors that are able to offer value addition in terms of design input, provide different sourcing options and have the operational and financial resources to meet retailers increasing requirements are being categorized as their "Preferred Vendors". This gives the vendor an edge over the competition. Due to all its investments over the last couple of years, your company through subsidiaries has already been categorized as Preferred Vendor by various big Retailers in US and Europe. This together with strategic acquisitions, helps the company to retain and grow its market share and add new customers and enter new geography.

Consolidated turnover of the company is Rs.1832.05 Crore, up by more than 26% in financial year 2009-10. The consolidated profit of the company is Rs.14.14 Crore compared to profit of Rs.1.32 Crore for last year. With no expected increase in fixed overheads, your company expects that the new business initiatives will be start yielding increase in sales and improved consolidated profit.

Considering the growing demand, the company plans to enhance manufacturing capacities at Gurgaon, Chennai and Bangladesh during the financial year 2010-11. Companys subsidiary, House of Pearl Fashions (US) Limited has acquired license for Geoffrey Benne in US market and look to evaluate this model to see future prospects. For this we have built a strong team in New York for managing replenishment process. In our warehouse in New Jersey, we are developing ability to manage pick and pack services. The company is looking at 3-5 year strategy to form strategic alliance/JVs with mills for woven bottoms and knit fabrics and evaluating opportunities in Duty free countries such as Egypt.

CORPORATE SOCIAL RESPONSIBILITY

The company has been taking up and fulfilling its fundamental responsibility towards society.

Little Pearl Educational Society, set up by the group has been imparting employment oriented higher education through Pearl Academy of Fashion (PAF) and retail sector education through Indian Retail School (IRS). EAE, a pioneering institute of fashion technology has been imparting quality education in fashion for more than a decade. IRS has taken initiative to impart career oriented training in retail sector. ARPAN is helping underprivileged chitdreh, studying in 1sl to 5* level financially and also supporting the school system. The company is formulating a formal Corporate Social Responsibilities (CSR) Policy keeping in tune with its overall business policy and goals. AWARDS AND RECOGNITION

Pearl Global Limited, the Indian subsidiary, received "AEPC Export Award" for the year 2006- 07 and 2007-08 in the category "Highest Exports in Woven Garments" on 2nd December, 2009.

Lerros Fashions India Ltd., Indian subsidiary in retail chain, won award for best new brand launch for 2008 at the Images Fashions Awards 2009, recognized by the International Council of Shopping Centre (ICSC). DIVIDEND

The Directors do not recommend any dividend for the year under review. DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of your Company, Mr. Pallak Seth and Mr. Sanjay Pershad, would retire by Rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. Necessary resolutions for their appointment are included in the notice convening Annual General Meeting.

DIRECTORS IDENTIFICATION NUMBER (DIN)

The following are the Directors Identification Number (DIN) of your Directors:

Mr. Deepak Seth -00003021 Dr. Ashutosh Prabhudas Bhupatkar -00479727

Mr. Pallak Seth -00003040 Mr. Chittranjan Dua -00036080

Mr. Pulkit Seth -00003044 Mr. Samar Ballav Mohapatra -00327410

Mr. SanjayPershad- 00003054 Mr. Rajendra Kumar Aneja -00731956

SUBSIDIARY COMPANIES

In line with the requirements of Accounting Standards AS - 21 issued by the Institute of Chartered Accountants of India, consolidated financial statements presented by the Company include the financial information of its Subsidiaries. As required under Section 212 of the Companies Act, 1956, the statement in respect of the Subsidiary companies is annexed herewith and forms an integral part of this Annual Report.

AUDITORS

The Auditors, M/s S. R. Dinodia & Co., Chartered Accountants, (Regn. No. 001478N), New

Delhi, retires at the conclusion of the ensuing Annual General Meeting and are eligible for

re-appointment.

FIXED DEPOSITS

Your Company has not accepted any Fixed Deposits from Public or Shareholders.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, with

respect to Directors Responsibility Statement, it is hereby confirmed:

i) That in the preparation of the accounts for the financial year ended 31st March 2Q10, the applicable accounting standards issued by the Institute of Chartered Accountants of India have been followed. There are no material departures from prescribed accounting standards in the adoption of the accounting standards.

ii) That the Directors have adopted such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review.

iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) That the Directors have prepared the accounts for the financial year ended 31st March 2010 as a going concern and on accrual basis.

LISTING

The shares of your Company are listed at Bombay Stock Exchange Limited, Mumbai and National Stock Exchange of India Limited, Mumbai. The listing fees to the Stock Exchanges for the year 2010-11 have been paid.

REGISTRAR AND SHARE TRANSFER AGENT

Link Intime India Pvt. Ltd (formerly known as Intime Spectrum Registry Limited) has been appointed as Registrars and Share Transfer Agent (RTA) as common agency both for physical and demat shares, as required under Securities Contract (Regulation) Act, 1956.

The detail of RTA forms part of the Corporate Governance Report.

CORPORATE GOVERNANCE

Report on Corporate Governance along with the certificate of the Auditors, confirming compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement, forms part of the Annual report.

CORPORATE GOVERNANCE VOLUNTARY GUIDELINES 2009

The company is in the process of considering adoption of Corporate Governance Voluntary Guidelines, 2009 (the Guidelines) and formulating relevant policies/codes. The subject being at inception/ planning level, will take its shape in due course.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed review of operations, performance and future outlook of the Company is given

separately under the head "Management Discussion and Analysis".

NOTES TO ACCOUNTS

The observations of the Auditors, if any, have been adequately explained in Notes to Accounts and need no further clarification

PARTICULARS OF EMPLOYEES

A statement showing particulars of employees required under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 is annexed hereto as Annexure I and forms an integral part of the Report.

PARTICULARS W.R.T. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information pursuant to Section 217(1 )(e) of the Companies Act, 1956, read with Rule 2 of the Companies (Disclosures of Particulars in the Report of the Board of Directors) Rules, 1988

Relating to Energy Conservation and Technology Absorption are not applicable.

Foreign Exchange Earnings and Outgo

Information pertaining to activities relating to exports, initiative taken to increase exports, development of new export markets and exports plans is as follows:

The Company through subsidiaries is into export of garments to various countries and has taken various initiatives for increasing exports like strengthening design & development, outsourcing garments from cost effective locations and increasing manufacturing capacities. The Company and subsidiaries have explored new markets in South America, Africa and sourcing partners in Sri Lanka. The Company has valued buyers across the globe and plans to cater to new markets and also to cater to A category of International buyers especially through Chennai unit of its subsidiary. Total Foreign Exchange used and earned (in Rs.):

Foreign Exchange Earnings

Particulars 2009-101 2008-09 Export of Goods- FOB basis 433,077,525 215,827,507

Interest Income 16,273,983 -

SAP/Mgmt Charges 19,874,074 -

Others 5,727,910 -

Total 474,953,492 215,827,507

Foreign Exchange Outgo

Particulars 2009-10 2008-09

Foreign Travelling 554,377 4,474,073

Advertisement Expenses 517,064 -

Commission 429,157 2,151,273

Sampling Expenses 8,803,391 -

Others 1,789,711 -

Total 12,093,700 6,625,346

ACKNOWLEDGEMENT

The Directors of your Company are thankful to Bankers, Business Associates, Customers, Members, Government Bodies & Regulators for the continuous support received from them and place on record their appreciation for the sincere services rendered by the employees at all level.

For and on behalf of the Board

for House Of Pearl Fashions Limited

Deepak Seth

Place : Gurgaon Chairman

Date : 29.05.2010 (DIN-00003021)