Notes to Accounts of Pearl Global Industries Ltd.

Mar 31, 2025

l) Provisions
General

Provisions are recognised when the Company has
a present obligation (legal or constructive) as a
result of a past event, it is probable that an outflow
of resources embodying economic benefits will

be required to settle the obligation and a reliable
estimate can be made of the amount of the obligation.
When the Company expects some or all of a provision
to be reimbursed, the reimbursement is recognised as
a separate asset, but only when the reimbursement is
virtually certain.

The expense relating to a provision is presented in the
statement of profit and loss, net of any reimbursement.
If the effect of the time value of money is material,
provisions are discounted using a current pre-tax rate
that reflects, when appropriate, the risks specific to the
liability. The unwinding of discount is recognised in the
statement of profit and loss as a finance cost.
Provisions are reviewed at the end of each reporting
period and adjusted to reflect the current best estimate.
If it is no longer probable that an outflow of resources
would be required to settle the obligation, the provision
is reversed.

m) Financial instruments

A financial instrument is a contract that gives rise to
a financial asset for one entity and a financial liability
or equity instrument for another entity. Financial
assets and financial liabilities are recognised when
the Company becomes a party to the contractual
provisions of the instruments.

(i) Financial assets

Initial recognition and measurement

A financial asset is initially recognised at fair
value. In case of financial assets which are
recognised at fair value through profit and loss, its
transaction cost are recognised in the statement
of profit and loss. In other cases, the transaction
cost are attributed to the acquisition value of the
financial asset.

Subsequent measurement

For purposes of subsequent measurement,
financial assets are classified in three categories:

- Financial Asset carried at amortised cost

- Financial Asset at Fair Value Through Other
Comprehensive Income (FVTOCI)

- Financial Asset at Fair Value Through Profit
and Loss (FVTPL)

Financial asset carried at amortised cost

A financial asset is subsequently measured at
amortised cost if it is held within a business

model whose objective is to hold the asset in
order to collect contractual cash flows and the
contractual terms of the financial asset give rise
on specified dates to cash flows that are solely
payments of principal and interest on the principal
amount outstanding.

Financial asset at Fair Value Through Other
Comprehensive Income (FVTOCI)

A financial asset is subsequently measured at fair
value through other comprehensive income if it is held
within a business model whose objective is achieved
by both collecting contractual cash flows and selling
financial assets and the contractual terms of the
financial asset give rise on specified dates to cash
flows that are solely payments of principal and interest
on the principal amount outstanding.

Financial asset at Fair Value Through Profit and Loss
(FVTPL)

A financial asset which is not classified in any of the
above categories are subsequently fair valued through
profit or loss.

De-recognition

A financial asset (or, where applicable, a part of a
financial asset) is primarily derecognised (i.e. removed
from the Company’s Balance Sheet) when:

(i) The contractual rights to receive cash flows from
the asset has expired, or

(ii) The Company has transferred its contractual
rights to receive cash flows from the financial
asset or has assumed an obligation to pay the
received cash flows in full without material
delay to a third party under a ''pass-through’
arrangement and either (a) the Company has
transferred substantially all the risks and rewards
of the asset, or (b) the Company has neither
transferred nor retained substantially all the risks
and rewards of the asset, but has transferred
control of the asset.

(ii) Financial liabilities

Initial recognition and measurement

Financial liabilities are classified, at initial
recognition, as financial liabilities at fair value
through profit or loss.

All financial liabilities are recognised initially at fair
value and, in the case of loans and borrowings and
payables, net of directly attributable transaction

costs. The Company’s financial liabilities include
borrowings, trade and other payables, security
deposits received etc.

Subsequent measurement

For purposes of subsequent measurement,
financial liabilities are classified in two categories:

- Financial liabilities at amortised cost

- Financial liabilities at fair value through profit
and loss (FVTPL)

A financial liability is classified as at FVTPL if it is
classified as held for trading, or it is a derivative
or it is designated as such as initial recognition.
Financial liabilities at FVTPL are measured at fair
value and net gains and losses, including any
interest expense, are recognised in the Statement
of Profit and loss. Other financial liabilities are
subsequently measured at amortised cost using
the effective interest method. Interest expense is
recognised in the Statement of Profit and loss.

De-recognition

A financial liability is derecognised when the
obligation under the liability is discharged or
cancelled or expires. When an existing financial
liability is replaced by another from the same
lender on substantially different terms or the terms
of an existing liability are substantially modified,
such an exchange or modification is treated as
the de-recognition of the original liability and the
recognition of a new liability. The difference in the
respective carrying amounts is recognised in the
statement of profit and loss.

(iii) Offsetting of financial instruments

Financial assets and financial liabilities are offset
and the net amount is reported in the balance
sheet if there is a currently enforceable legal right
to offset the recognised amounts and there is an
intention to settle on a net basis, to realise the
assets and settle the liabilities simultaneously.

(iv) Derivative financial instruments

Till March 31,2019, the Company used derivative
financial instruments, such as forward currency
contracts, to hedge its foreign currency risks.
Such derivative financial instruments were
initially recognised at fair value on the date on
which a derivative contract is entered into and are
subsequently remeasured at fair value. Derivatives
are carried as financial assets when the fair value
is positive and as financial liabilities when the fair

value is negative. Any gains or losses arising from
changes in the fair value of derivatives are taken
directly to statement of profit and loss.

(v) Hedge Accounting

With effect from April 2019, the Company
adopted Hedge Accounting. The derivatives that
are designated as hedging instrument under
Ind AS 109 to mitigate risk arising out of foreign
currency transactions are accounted for as cash
flow hedges. The Company enters into hedging
instruments in accordance with policies as
approved by the Board of Directors with written
principles which is consistent with the risk
management strategy of the Company.

The hedge instruments are designated and
documented as hedges at the inception of the
contract. The effectiveness of hedge instruments
is assessed and measured at inception and on an
ongoing basis.

When a derivative is designated as a cash flow
hedging instrument, the effective portion of
changes in the fair value of the derivative is
recognised in OCI, e.g., cash flow hedging reserve
and accumulated in the cash flow hedging
reserve. Any ineffective portion of changes in
the fair value of the derivative is recognised
immediately in the statement of profit and loss.
The amount accumulated is retained in cash flow
hedge reserve and reclassified to profit or loss
in the same period or periods during which the
hedged item affects the statement of profit and
loss.

If the hedging instrument no longer meets
the criteria for hedge accounting, then hedge
accounting is discontinued prospectively. If the
hedging instrument is terminated or exercised prior
to its maturity/ contractual term, the cumulative
gain or loss on the hedging instrument recognised
in cash flow hedging reserve till the period the
hedge was effective remains in cash flow hedging
reserve until the forecasted transaction occurs.
The cumulative gain or loss previously recognised
in the cash flow hedging reserve is reclassified
to the Statement of Profit and Loss upon the
occurrence of the related forecasted transaction.
If the forecasted transaction is no longer expected
to occur, then the amount accumulated in cash
flow hedging reserve is reclassified immediately
in the statement of profit and loss.

n) Impairment of financial assets

The Company measures the expected credit loss
associated with its assets based on historical trend,
industry practices and the business environment in
which the entity operates or any other appropriate
basis. The impairment methodology applied depends
on whether there has been a significant increases in
credit risk. Expected credit loss is the weighted average
of the difference between all contractual cash flows
that are due to the Company in accordance with the
contracts and all the cash flows that the Company
expects to receive, discounted at original effective
interest rate with the respective risk of defaults
occurring as the weights.

o) Impairment of non-financial assets

The carrying amounts of the Company’s non-financial
assets, other than deferred tax assets, are reviewed at
the end of each reporting period to determine whether
there is any indication of impairment. If any such
indication exists, then the asset’s recoverable amount
is estimated.

The recoverable amount of an asset or cash¬
generating unit (''CGU’) is the greater of its value in use
or its fair value less costs to sell. In assessing value in
use, the estimated future cash flows are discounted to
their present value using a pre-tax discount rate that
reflects current market assessments of the time value
of money and the risks specific to the asset or CGU. For
the purpose of impairment testing, assets that cannot
be tested individually are grouped together into the
smallest group of assets that generates cash inflows
from continuing use that are largely independent of
the cash inflows of other assets or groups of assets
(''CGU’).

An impairment loss is recognised, if the carrying
amount of an asset or its CGU exceeds its estimated
recoverable amount and is recognised in statement of
profit and loss.

Impairment losses recognised in prior periods are
assessed at end of each reporting period for any
indications that the loss has decreased or no longer
exists. An impairment loss is reversed if there has
been a change in the estimates used to determine the
recoverable amount. An impairment loss is reversed
only to the extent that the asset’s carrying amount
does not exceed the carrying amount that would have
been determined, net of depreciation or amortisation, if
no impairment loss had been recognised.

p) Fair value measurement

Fair value is the price that would be received to sell
an asset or paid to transfer a liability in an orderly
transaction between market participants at the
measurement date. The fair value measurement is
based on the presumption that the transaction to sell
the asset or transfer the liability takes place either:

(a) In the principal market for the asset or liability, or

(b) In the absence of a principal market, in the most
advantageous market for the asset or liability.

A fair value measurement of a non-financial asset
takes into account a market participant’s ability to
generate economic benefits by using the asset in its
highest and best use or by selling it to another market
participant that would use the asset in its highest and
best use.

The Company uses valuation techniques that are
appropriate in the circumstances and for which
sufficient data are available to measure fair value,
maximising the use of relevant observable inputs and
minimising the use of unobservable inputs.

All assets and liabilities for which fair value is measured
or disclosed in the financial statements are categorised
within the fair value hierarchy, described as follows,
based on the lowest level input that is significant to the
fair value measurement as a whole:

Level 1 - Quoted (unadjusted) market prices in active
markets for identical assets or liabilities
Level 2 - Valuation techniques for which the

lowest level input that is significant to the fair value
measurement is directly or indirectly observable
Level 3 - Valuation techniques for which the

lowest level input that is significant to the fair value
measurement is unobservable
For assets and liabilities that are recognised in the
financial statements on a recurring basis, the Company
determines whether transfers have occurred between
levels in the hierarchy by re-assessing categorisation
(based on the lowest level input that is significant to
the fair value measurement as a whole) at the end of
each reporting period.

q) Taxes

Current income tax

Current income tax assets and liabilities are measured
at the amount expected to be recovered from or paid
to the taxation authorities. The tax rates and tax laws
used to compute the amount are those that are enacted
or substantively enacted, at the reporting date.

Current income tax relating to items recognised outside
profit or loss is recognised outside profit or loss (either
in other comprehensive income (OCI) or in equity).
Current tax items are recognised in correlation to the
underlying transaction either in OCI or directly in equity.
Management periodically evaluates positions taken
in the tax returns with respect to situations in which
applicable tax regulations are subject to interpretation
and establishes provisions where appropriate.

Current tax assets are offset against current tax
liabilities if, and only if, a legally enforceable right exists
to set off the recognised amounts and there is an
intention either to settle on a net basis, or to realise the
asset and settle the liability simultaneously.

Deferred tax

Deferred tax assets and liabilities are measured at the
tax rates that are expected to apply in the year when
the asset is realised or the liability is settled, based
on tax rates (and tax laws) that have been enacted or
substantively enacted at the reporting date
Deferred tax assets are recognised for all deductible
temporary differences, the carry forward of unused
tax credits and any unused tax losses. Deferred tax
assets are recognised to the extent that it is probable
that taxable profit will be available against which
the deductible temporary differences, and the carry
forward of unused tax credits and unused tax losses
can be utilised.

Deferred tax assets and liabilities are measured at the
tax rates that are expected to apply to the period when
the asset is realised or the liability is settled, based
on tax rates (and tax laws) that have been enacted or
substantively enacted at the balance sheet date. Tax
relating to items recognised directly in equity/other
comprehensive income is recognised in respective
head and not in the statement of profit & loss.

The carrying amount of deferred tax assets is reviewed
at each balance sheet date and is adjusted to the extent
that it is no longer probable that sufficient taxable profit
will be available to allow all or part of the asset to be
recovered.

Deferred tax assets and deferred tax liabilities are offset
if a legally enforceable right exists to set off current tax
assets against current tax liabilities and the deferred
taxes relate to the same taxable entity and the same
taxation authority.

Deferred tax relating to items recognised outside profit
or loss is recognised outside profit or loss (either in
other comprehensive income or in equity).

r) Investment in subsidiaries
Investment in subsidiaries

There is an option to measure investments in subsidiaries
at cost in accordance with Ind AS 27 at either:

(a) Fair value on date of transition; or

(b) Previous GAAP carrying values

The Company had decided to use the previous
GAAP carrying values to value its investments in its
subsidiaries as on the date of transition, April 01,2016.

s) Cash and cash equivalents

Cash and cash equivalent in the balance sheet comprise
cash at banks and on hand and short-term deposits
with an original maturity of three months or less, which
are subject to an insignificant risk of changes in value.

For the purpose of the statement of cash flows, cash
and cash equivalents consist of cash balance on hand,
cash balance at banks and short-term deposits, as
defined above, net of outstanding bank overdrafts as
they are considered an integral part of the Company’s
cash management.

t) Statement of Cash flows

The statement of cash flows have been prepared under
indirect method, whereby profit or loss is adjusted for
the effects of transactions of a non-cash nature, any
deferrals or accruals of past or future operating cash
receipts or payments and items of income or expense
associated with investing or financing cash flows.

u) Earnings per share (EPS)

In determining earnings per share, the Company
considers the net profit after tax and includes the post
tax effect of any extraordinary items.

Basic EPS amounts are calculated by dividing the profit
for the year attributable to the shareholders of the
Company by the weighted average number of equity
shares outstanding as at the end of reporting period.
Diluted EPS amounts are calculated by dividing the
profit attributable to the shareholders of the Company
by the weighted average number of equity shares
outstanding during the year plus the weighted average
number of Equity shares that would be issued on
conversion of all the dilutive potential equity shares
into equity shares.

Dilutive potential equity shares are deemed converted
as of the beginning of the period, unless they have been
issued at a later date. A transaction is considered to
be antidilutive if its effect is to increase the amount of

EPS, either by lowering the share count or increase the
earnings.

v) Government grants

Grants from the government are recognised at their
fair value where there is reasonable assurance that the
grant will be received and the Company will comply
with all attached conditions.

Government grants relating to the purchase of
property, plant and equipment are included in non¬
current liabilities as deferred income and are credited
to Profit and Loss on a straight - line basis over the
expected lives of related assets and presented within
other income.

w) Contingent liabilities and contingent assets

A contingent liability exists when there is a possible
but not probable obligation, or a present obligation
that may, but probably will not, require an outflow of
resources, or a present obligation whose amount
cannot be estimated reliably. Contingent liabilities
do not warrant provisions, but are disclosed unless
the possibility of outflow of resources is remote.

Contingent assets are neither recognised nor disclosed
in the financial statements. However, contingent assets
are assessed continually and if it is virtually certain that
an inflow of economic benefits will arise, the asset and
related income are recognised in the period in which
the change occurs.

x) Dividend

The Company recognises a liability to make the payment
of dividend to owners of equity, when the distribution
is authorised and the distribution is no longer at the
discretion of the Company. As per the corporate laws
in India, a distribution is authorised when it is approved
by the shareholders. A corresponding amount is
recognised directly in equity.

y) Exceptional items

When items of income and expense within statement
of profit and loss from ordinary activities are of such
size, nature or incidence that their disclosure is relevant
to explain the performance of the Company for the
period, the nature and amount of such material items
are disclosed separately as exceptional items.

a) Other Receivables considered doubtful of '' 2,639.50 Lakhs (March 31, 2024 '' 2,639.50 Lakhs) includes enhanced
compensation of '' 2,335.15 Lakhs receivable by the Company from National Highways Authority of India pursuant to land
acquisition by the Central Government under National Highways Act, 1956 (Refer note 37). Also, it includes expenditure
recoverable from Jharkhand State Livelihood Promotion Society (Ministry of Rural Development) regarding Project cost
component for skilling candidates in state of Jharkhand of '' 304.35 Lakhs (March 31,2024 : '' 304.35 Lakhs)

b) Other Receivables considered good of '' 391.18 Lakhs (March 31,2024: '' 418.19 Lakhs) includes rent receivable and GST
input credit which is not reflected in GST portal as on balance sheet date.

b) Terms/ rights attached to equity shares:

The Company has only one class of equity shares having a par value of '' 5 per share. Each holder of equity shares is
entitled to one vote per share. The Company declares and pays dividends in Indian rupees. The final dividend(if any)
proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.
In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the
Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares
held by the shareholders. During the year, the Company had declared and paid first Interim dividend of '' 5/- per share for
2024-25 and has declared second interim dividend of '' 6.5/- per share for 2024-25.

The Equity shares of the Company has undergone sub-division from the face value of '' 10 per equity share to '' 5 per equity
share i.e. 1 equity share to be split into 2 equity shares. The record date was fixed as January 05, 2024 and thereafter the
sub-division has become effective.

A) Nature of Securities :

i) Term Loan from Kotak Mahindra has been paid in full before March 31, 2025 (March 31, 2024 : secured by Fixed
Deposit of '' 20.00 Lakhs. and personal guarantee of Mr. Pulkit Seth (Promoter Director)

ii) Term Loan Facility from IndusInd Bank is secured by Fixed Deposit of '' 83.00 Lakhs (March 31, 2024: '' 83.00
Lakhs)

iii) Term loans from HDFC Bank are secured by charge over assets financed by term Loan, Immovable Properties of the
Company situated at (i) Plot No. 51, Sector 32, Gurgaon & (ii) Plot no. 446, Udyog Vihar, Phase IV, Gurgaon.

iv) Term loans from Canara Bank are secured by charge over assets financed by term Loan, Land & building, Plant &
Machinery at Survey No. 32/8,31/5A3,31/5B3,31/8CIB,31/8C2,31/13P31/14,31/15 Melavalam Village, Madurantakam
Taluk, Kancheepuram District, TamilNadu. and Personal Guarantee of Dr. Deepak Kumar Seth (Promoter Director) and
Mr. Pulkit Seth (Promoter Director).

v) Emergency credit line guaranteed scheme (ECLGS 2.0) & ECLGS 2.0 (Extension) facilities are secured by second
charge over securities provided for base credit facility, except personal guarantees.

vi) Vehicle Loans are secured by Hypothecation over the Vehicle financed by respective loan.

a) First Pari-Passu Charge by way of hypothecation of the entire current assets both present and future , including
but not limited to stocks of raw materials, semi finished and finished goods, raw material, book debts and stock,
loans and advances etc.

b) First Pari-Passu charge by way of hypothecation over the entire movable fixed assets belonging to the Borrower,
except any assets charged to any banks/financial institutions for securing the terms loans.

ii) Collateral Securities offered includes:

a) First pari passu charge over Immoveable properties of the Company situated at (i) Plot No. 16/17, Udyog Vihar,
Phase VI, Gurgaon, (ii) Plot No. 751, Pace City-II, Sector 37, Gurgaon & (iii)

Survey No. 30(P), 31(P), 32(P) & 262(P), Ward no 02 in Arryapakkam Village, Madurantakam Taluk, Kancheepuram
District, Tamil Nadu.

b) Irrevocable and unconditional personal guarantee of Dr. Deepak Kumar Seth (Promoter Director) and Mr. Pulkit
Seth (Promoter Director).

c) Principal amount of fixed deposits pledged amounting to Nil (March 31,2024 : '' 710.00 Lakhs, Closing Balance
as on March 31,2024''747.43 Lakhs).

iii) Refer Note No. 21 for the terms and conditions, nature of security and maturity profile of the current maturities of
long-term borrowings (forming part of long term borrowings of the Company).

B. Securities for Working Capital Facilities by HDFC Bank (Adhoc Outside Consortium)

a) Exclusive Charge over corporate office (Land and Building) situated in Gurugram, Haryana.

C. For interest rate & liquidity risk related disclosures, (refer note 44).

D. In respect of working capital loans, quarterly returns or statements of current assets filed by the Company with banks are
materially in agreement with the books of account.

E. Summary of reconciliation for the quarterly statements (statement of current assets filed by the Company with the bank)
with the books of accounts is as follows :

b) Defined benefit plans

In accordance with Ind AS 19 "Employee benefits", an actuarial valuation on the basis of "Projected Unit Credit Method"
was carried out, through which the Company is able to determine the present value of obligations. "Projected Unit Credit
Method" recognises each period of service as giving rise to additional unit of employees benefit entitlement and measures
each unit separately to built up the final obligation.

i) Gratuity scheme

The gratuity plan is governed by the Payment of Gratuity Act, 1972. Under the Act, employee who has completed
five years of service is entitled to specific benefit. The level of benefits provided depends on the member’s length of
service and salary at retirement age. The gratuity is funded in current year for all the units and maintained by Life
Insurance Corporation of India.

ii) Other long term employee benefits

As per the Company’s policy, eligible leaves can be accumulated by the employees and carried forward to future
periods to either be utilised during the service, or encashed. Encashment can be made during the service, on early
retirement, on withdrawal of scheme, at resignation by employee and upon death of employee. The scale of benefits
is determined based on the seniority and the respective employee’s salary. The Company records an obligation for
such compensated absences in the period in which the employee renders the services that increase this entitlement.
The obligation is measured on the basis of independent actuarial valuation using the projected unit credit method.
Re-measurements, comprising actuarial gains and losses, the effect of the changes to the asset ceiling (if applicable)
and the return on plan assets (excluding interest and if applicable), is reflected immediately in Other Comprehensive
Income in the statement of profit and loss in case of Gratuity. All other expenses related to defined benefit plans are
recognised in statement of profit and loss as employee benefit expenses. Re-measurements recognised in Other
Comprehensive Income will not be reclassified to statement of profit and loss hence it is treated as part of retained
earnings in the statement of changes in equity. Gains or losses on the curtailment or settlement of any defined benefit
plan are recognised when the curtailment or settlement occurs. Curtailment gains and losses are accounted for as
past service costs.

c) The following tables summarise the components of net benefit expense recognised in the Statement of profit and loss and
the funded status and amounts recognised in the balance sheet for the defined benefit plan and other long term benefits.
These have been provided on accrual basis, based on year end actuarial valuation.

41. Capital management

The Company’s objectives when managing capital are to:

- safeguard its ability to continue as a going concern, so that it can continue to provide returns for shareholders and benefits
for other stakeholders, and

- maintain an appropriate capital structure of debt and equity.

The Board of Directors have the primary responsibility to maintain a strong capital base and reduce the cost of capital through
prudent management in deployment of funds and sourcing by leveraging opportunities in domestic and international markets
so as to maintain investors, creditors and markets confidence and to sustain future development of the business.

The Company monitors capital, using a medium term view ranging between three to five years, on the basis of a number of
financial ratios generally used by the industry. The Company monitors capital structure using a gearing ratio, which is net
debt divided by total capital plus net debt. Net debt comprises of long term and short term borrowings less cash and cash
equivalents. Equity includes equity share capital and reserves that are managed as capital. The gearing ratio at the end of
reporting periods were as follows:

I Derivative instruments and unhedged foreign currency exposure
I) Hedge Accounting

(i) The Company enters into hedging instruments in accordance with policies as approved by the Board of Directors
with written principles which is consistent with the risk management strategy of the Company. The Company applied
hedge accounting for certain derivative contracts that meets the qualifying criteria of hedging relationship. Hedging
strategies are decided and monitored periodically by Chief Financial Officer and Board of Directors of the Company.
Cash Flow Hedges

Foreign exchange forward contracts are designated as hedging instruments in cash flow hedges of forecasted hedged
items in US dollar. These forecast transactions are highly probable. The foreign exchange forward contract balances
vary with the level of expected foreign currency sales and changes in foreign exchange forward rates.

43. Fair value measurements
I Financial instruments

a) Financial instruments by category

Except Investment in equity instruments (Quoted) and investment in mutual funds which are measured at fair value through
profit or loss, all other financial assets and liabilities viz. trade receivables, security deposits, cash and cash equivalents,
other bank balances, interest receivable, other receivables, trade payables, employee related liabilities and borrowings, are
measured at amortised cost. Derivative financial instruments are measured at fair value through other comprehensive
income.

b) Fair value hierarchy

This section explains the judgments and estimates made in determining the fair values of the financial instruments that
are (a) recognised and measured at fair value and (b) measured at amortised cost and for which fair values are disclosed
in the standalone financial statements. To provide an indication about the reliability of the inputs used in determining fair
value, the Company has classified its financial instruments into the three levels prescribed under the accounting standard.
An explanation of each level follows underneath the table.

d) Fair values are categorised into different levels in a fair value hierarchy based on the inputs used in the valuation techniques
as follows.

Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e.
as prices) or indirectly (i.e. derived from prices)

Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).
There have been no transfers in either direction for the year ended March 31,2025 and March 31,2024.

e) Fair value of financial assets and liabilities measured at amortised cost

The carrying amounts of short-term trade and other receivables, trade payables, cash and cash equivalents
and other bank balances are considered to be the same as their fair values, due to their short-term nature.
For other financial liabilities/ assets that are measured at fair value, the carrying amounts are equal to the fair values.

Discount rate used in determining fair value

The interest rate used to discount estimated future cash flows, where applicable, are based on the incremental borrowing
rate of borrower which in case of financial liabilities is average market cost of borrowings of the Company and in case
of financial asset is the average market rate of similar credit rated instrument. The Company maintains policies and
procedures to value financial assets or financial liabilities using the best and most relevant data available.

I Financial risk management objectives and policies

The Company’s principal financial liabilities comprises of trade and other payables, borrowings, current maturity of borrowings,
interest accrued and capital creditors. The main purpose of these financial liabilities is to finance the Company’s operations and
to provide guarantees to support its operations. The Company’s principal financial assets includes Investment in mutual funds,
loans to related parties, security deposits, trade receivables, cash and cash equivalents, deposits with bank, interest accrued in
deposits, receivables from related and other parties and interest accrued thereon.

The Company has exposure to the following risks arising from financial instruments:

- credit risk,

- liquidity risk and

- market risk.

The Company’s senior level management oversees the management of these risks and is supported by finance department that
advises on the appropriate financial risk governance framework.

Credit risk is the risk that counterparty will default on its contractual obligations resulting in finance loss to the Company.

Credit risk arise from Cash and cash equivalents, deposit with banks, trade receivables and other financial assets measure

at amortised cost. The Company continuously monitors defaults of customers and other counterparties and incorporate

this information into its credit risk control.

(i) Trade Receivables

The Company’s exposure to credit risk is influenced mainly by the individual characteristics of each customer.
The credit risk is managed by the Company based on credit approvals, establishing credit limits and continuously
monitoring the credit worthiness of the customers, to whom the Company grants credit period in the normal course of
business including taking credit insurance against export receivables. The Company uses expected credit loss model
to assess the impairment loss in trade receivables and makes an allowance of doubtful trade receivables using this
model.

(ii) Other Financial Assets: The Company maintains exposure in cash & cash equivalents, term deposits with banks,
investments, advances and security deposits etc. Credit risk from balances with banks, investment in mutual funds
and loan to related parties is managed by the Company’s treasury department in accordance with the Company’s
policy. Investments of surplus funds are made only with approved counterparties and within credit limits assigned to
each counterparty. Counterparty credit limits are reviewed by the Company’s Board of Directors on an annual basis,
and may be updated throughout the year subject to approval of the Company’s finance committee. The Company’s
maximum exposure to the credit risk as at March 31,2025 and March 31,2024 is the carrying value of each class of
financial assets.

(iii) Exposure to Risk, in respect of the guarantees given by the Company: The disclosure in respect of credit risk
exposures which are not credit impaired or where there has not been a significant increase in credit risk since initial
recognition are as under:

- Policy of managing risk: To assess whether there is a significant increase in credit risk the Company compares
the risk of default as at the reporting date with the risk of default as at the date of initial recognition. The Company
considers reasonable and supportive forward-looking information such as significant changes in the value of
guarantee or in the quality of exposure or credit enhancements.

B. Liquidity risk

Liquidity risk is the risk that the Company may not be able to meet its present and future cash and collateral obligations
without incurring unacceptable losses.

The Company’s objective is to, maintain optimum levels of liquidity to meet its cash and collateral requirements. The
Company closely monitors its liquidity position and deploys a robust cash management system. It maintains adequate
sources of financing including loans from banks at an optimised cost.

Market risk is the risk that changes in market prices, such as foreign exchange rates and interest rates will affect the
Company’s income. The value of a financial instrument may change as a result of changes in the interest rates, foreign
currency exchange rates, equity prices and other market changes that affect market risk sensitive instruments. The
objective of market risk management is to manage and control market risk exposures withing acceptables parameters,
while optimising the return. The Board of Directors is responsible for setting up the policies and procedures to amange
risks of the Company.

i) Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because
of changes in market interest rates. The Company’s exposure to the risk of changes in market interest rates relates
primarily to the Company’s long-term debt obligations with floating interest rates. The Company manages its net
exposure to interest rate risk related to borrowings, by balancing a proportion of fixed rate and floating rate borrowing
in its total borrowing portfolio.

Interest Rate Sensitivity: The sensitivity analysis in the following sections relate to the position as at March 31,2025
and March 31, 2024. The following table demonstrates the sensitivity to a reasonably possible change in interest
rates on the portion of borrowings affected. With all other variables held constant, the Company’s profit before tax is
affected through the impact on floating rate borrowings, as follows:

The Company is exposed to foreign currency risk on certain transactions that are denominated in a currency other
than entity’s functional currency, hence exposure to exchange rate fluctuations arises. The risk is that the functional
currency value of cash flows will vary as a result of movements in exchange rates. The following tables demonstrate
the sensitivity (strengthening or weakening of Indian Rupee) to a reasonably possible change in exchange rates, with
all other variables held constant.

45. Segment Information

a) The Company’s operating segments are established on the basis of those components that are evaluated regularly by the
Executive Committee (the ''Chief Operating Decision Maker’ as defined in Ind AS 108 - ''Operating Segments’). In light of
Para 4 of Ind AS 108- Operating Segments, the Company has presented segment information on geographical basis in its
consolidated financial statements.

b) Revenue from major customer: During the year, the Company generates 90% of its external revenues from 8 customers
(March 31,2024: 7 customers).

I Contingent liabilities and commitments

a) Contingent liabilities (To the extent not provided for)

I (i) The Company has reviewed all its pending claims, litigations and other proceedings and has adequately provided for
wherever required. The Company does not expect the outcome of these proceedings to have a material or adverse
effect on financial position of the Company. In certain cases, it is difficult for the Company to estimate the timings
of cash outflows, if any, as it is determinable only on receipt of judgement/decisions pending with various forums/
authorities. The Company does not expect any reimbursements in respect of the below contingent liabilities.

. To Vietnam Technological and Commercial Joint Stock Bank for securing credit facilities to its wholly owned
subsidiary Pearl Global Vietnam Company Limited for USD 75.00 Lakhs equivalent to '' 6,418.50 Lakhs. (March
31,2024 : USD 55.00 Lakhs equivalent to '' 4,585.35 Lakhs)

• To Heng Seng Bank Limited, Hong Kong for securing credit facilities to its wholly owned subsidiary Pearl Global
(HK) Limited, Hong Kong and its step down subsidiary DSSP Global Limited for USD 30.00 Lakhs equivalent to
'' 2,567.40 Lakhs. (March 31,2024 :USD 30.00 Lakhs equivalent to '' 2,501.10 Lakhs)

• To Heng Seng Bank Limited, Hong Kong for securing credit facilities to its wholly owned subsidiary Pearl Global
(HK) Limited, Hong Kong and its step down subsidiary DSSP Global Limited for USD 20.00 Lakhs equivalent to
'' 1,711.60 Lakhs. (March 31,2024 : USD 20.00 Lakhs equivalent to '' 1,667.40 Lakhs)

Above Corporate Guarantees have been given for business purpose.

d) Terms and conditions of transactions with related parties

All the transaction with the related parties are made on terms equivalent to those that prevail in arm’s length transactions.
Outstanding balances at the year end are unsecured and interest free except the interest bearing loan and settlement
occurs in cash.

e) Personal Guarantee given by Dr. Deepak Kumar Seth (Promoter Director) and Mr. Pulkit Seth (Director) against the
Borrowings (refer note no. 21 & 22).

f) The remuneration of Key managerial Personnel does not include amount in respect of gratuity and leave encashment
payable as the same are not determinable as individual basis for the KMP The liabilities of gratuity and leave encashment
are provided for Company as whole on the basis of acturial valuation.

g) During the year the Company had acquired additional equity interest in substance in Pearl GT HoldCo Limited and
now shareholding comes at 80% (March 31, 2024 - 55%). Further, Pearl GT HoldCo Limited is the Holding Company
of Corporacion de Productos Y Servicios Asociados, Sociedad Anonima (CORPASA) and Shoretex, Sociedad Anonima
(SHORETEX), thereby making both CORPASA and SHORTEX, step down subsidiaries of the Company.

h) During the year the Company had acquired 99.90% equity interest in substance in Pearl Knitting and Dyeing Industries
Limited.

The maturity analysis of lease liabilities is given in Note 44 in the ''Liquidity risk’ section.

Cash flows from operating activities includes cash flow from short term lease & leases of low value. Cash flows from
financing activities includes the payment of interest and the principal portion of lease liabilities.

Leases committed and not yet commenced: There are no leases committed which have not yet commenced as on
reporting date.

Company as a Lessor

The Company is not required to make any adjustments on transition to Ind AS 116 for leases in which it acts as a lessor.
The Company accounted for its leases in accordance with Ind AS 116 from the date of initial application. The Company
does not have any significant impact on account of sub-lease on the application of this standard.

The Company has given its building space, lying under property, plant and equipments, on operating lease through operating
lease arrangements. Income from operating leases is recognised as revenue on a straight-line basis over the lease term.
Lease income of '' 875.09 Lakhs (March 31,2024: '' 728.92 Lakhs) has been recognised and included under Other Income.
(Refer Note No. 29)

The following table sets out a maturity analysis of lease receivable, showing the undiscounted lease payments to be
received after the reporting date.

Notes:

a) Net Profit after taxes Non-cash operating expenses like depreciation and other amortisations Interest other
adjustments like loss on sale of Fixed assets etc. "Net Profit after tax" means reported amount of "Profit / (loss) for the
period" and it does not include items of other comprehensive income.

b) Interest, Lease Payments and Principal Repayments of long term debt

c) Current assets - Current liabilities

d) Tangible Net Worth Total Debt(excluding lease liabilities in debt) Deferred Tax Liability

e) Tangible Net Worth Total Debt(including lease liabilities in debt) Deferred Tax Liability

f) Reasons have been explained for variance in which % change is more than 25% as compared to ratio of previous year.

52. Employee Share Based Payment

A. The Board of Directors had accorded their consent for the implementation of Pearl Global Industries Limited Employee
Stock Option Plan 2022 (the Plan) on June 30, 2022 which was approved by the shareholders of the Company vide Postal
Ballot on August 28, 2022. Pursuant to the terms of the said plan, the Company had granted 14,15,300 options till date to
eligible employees of the Company/ subsidiary company. During the year ended March 31,2025, the Company has granted
1,35,100* (March 31, 2024: 4,54,000*) stock options to the eligible employees of the Company/subsidiary companies.
Each option when exercised would be converted into one fully paid-up equity share of '' 5/- each of the Company. The
options granted under ESOP scheme carry no rights to dividends and no voting rights till the date of exercise. The fair
value of the share options is estimated at the grant date using Black and Scholes Model, taking into account the terms and
conditions upon which the share options were granted.

Further, during the year ended March 31,2025, the Company has accelerated the vesting of 3,200 options based on the
approval of Nomination and Remuneration Committee in accordance with ''the Plan’, due to which an additional amount of
'' 0.05 Lakhs has been charged to statement of profit and loss account.

The Company has recognised an expense of 573.99 Lakhs (March 31, 2024: '' 600.38 Lakhs) arising from equity settled
share based payment transactions for employee services received during the year. The carrying amount of Employee stock
options outstanding reserve as at March 31,2025 is 1,303.91 Lakhs (March 31,2024: '' 899.19 Lakhs).

*The movement of options & the fair value assumptions have been restated to give effect of share split of equity shares
of face value of '' 10 each sub-divided into 2 equity shares of face value of '' 5 each held vide shareholder’s approval dated
December 19, 2023 through postal ballot.

I Pursuant to transfer pricing legislations under the Income-tax Act, 1961, the Company is required to use specified
methods for computing arm’s length price in relation to specified international transactions with its associated enterprises.
Further, the Company is required to maintain prescribed information and documents in relation to such transactions. The
appropriate method to be adopted will depend on the nature of transactions/ class of transactions, class of associated
persons, functions performed and other factors, which have been prescribed. The Company is in the process of updating
its transfer pricing documentation for the current financial year. Based on the preliminary assessment, the management
is of the view that the update would not have a material impact on the tax expense recorded in these financial statements.
Accordingly, these financial statements do not include any adjustments for the transfer pricing implications, if any.

54. No funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources
or kind of funds) by the Company to or in any other person or entity, including foreign entity ("Intermediaries") with the
understanding, whether recorded in writing or otherwise, that the Intermediary shall lend or invest in party identified by or
on behalf of the Company (Ultimate Beneficiaries).

The Company has not received any fund from any party (Funding Party) with the understanding that the Company shall
whether, directly or indirectly lend or invest in other persons or entity identified by or on behalf of the Company ("Ultimate
Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

| Disclosure of transactions with struck off companies

The Company did not have any material transactions with companies struck off under Section 248 of the Companies Act,
2013 or section 560 of Companies Act, 1956 during the financial years.

56. A) No transactions to report against the following disclosure requirements as notified by MCA pursuant to amended

Schedule III:

(a) Crypto Currency or Virtual Currency

(b) Benami Property held under Prohibition of Benami Property Transactions Act, 1988 and rules made thereunder

(c) Registration of charges or satisfaction with Registrar of Companies.

(d) Relating to borrowed funds:

i) Wilful defaulter

ii) Utilisation of borrowed funds & share premium

iii) Borrowings obtained on the basis of security of current assets

iv) Discrepancy in utilisation of borrowings

57. Figures have been rounded off to the nearest Lakhs upto two decimal places except otherwise stated.

For & on behalf of Board of Directors of Pearl Global Industries Limited

(Pulkit Seth) (Pallab Banerjee)

Vice-Chairman Managing Director

DIN 00003044 DIN 07193749

(Sanjay Gandhi) (Narendra Somani)

Group CFO Chief Financial Officer

M. No.096380 M. No.092155

(Shilpa Saraf)

Place of Signature: Gurugram Company Secretary

Date: May 20, 2025 M.No. A23564

---

Mar 31, 2024

a) Other receivables considered good of '' 418.19 Lakhs (March 31,2023: '' 164.05 Lakhs ) includes amount recoverable from employee gratuity trust, rent receivable and GST input credit which is not reflected in GST portal as on balance sheet date.

b) Other Receivables considered doubtful of '' 2639.50 lakh (March 31,2023''2639.50 lakh) includes enhanced compensation of '' 2,335.15 lakh receivable by the company from National Highways Authority of India pursuant to land acquisition by the Central Government under National Highways Act, 1956 (Refer note 37). Also, it includes expenditure recoverable from Jharkhand State Livelihood Promotion Society (Ministry of Rural Development) regarding Project cost component for skilling candidates in state of Jharkhand of '' 304.35 lakh (March 31,2023 : '' 304.35 lakh)

d) Trade receivables are generally on terms of 45- 60 days (March 31,2023: 45-60 days).

e) The Company’s exposure to credit and currency risk, and loss allowances related to trade receivables are disclosed in note 44.

f) The above includes amount due from related parties is '' 2,878.67 Lakhs (March 31,2023: '' 3,526.97 Lakhs) (Refer note no. 47).

g) No trade or other receivables are due from directors and other officers of the Company either severally or jointly with any other persons.

b) Terms/ rights attached to equity shares:

The company has only one class of equity shares having a par value of '' 5 per share. Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividends in Indian rupees. The final dividend (if any)

proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting. In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders. During the year, prior to sub division of face value of shares , the Company had declared and paid Interim dividend of '' 5/- per share for FY 2022-23 and '' 17.5/- per share for FY 2023-24 for distribution to shareholders.

The Equity shares of the Company has undergone sub-division from the face value of '' 10 per equity share to '' 5 per equity share i.e. 1 equity share to be split into 2 equity shares. The record date was fixed as January 05, 2024 and thereafter the sub-division has become effective.

A) Nature of Securities :

i) Term Loan from Kotak Mahindra Bank is secured by Fixed Deposit of '' 20.00 Lakhs. (March 31,2023 : secured by lien marked on investment in debt mutual fund and personal gurantee of Mr Pulkit Seth (Promoter Director))

ii) Term Loan Facility from Indusind Bank is secured by Fixed Deposit of '' 83 Lakhs (March 31,2023: '' 83 Lakhs)

iii) Term loans from HDFC Bank are secured by charge over assets financed by term Loan, Immovable Properties of the Company situated at (i) Plot No. 51, Sector 32, Gurgaon & (ii) Plot No. 446, Udyog Vihar, Phase IV, Gurgaon and Personal Guarantee of Mr. Pulkit Seth (Promoter Director).

iv) Term loans from Canara Bank are secured by charge over assets financed by term Loan, Land & building, Plant & Machinary at Survey No. 32/8,31 /5A3,31/5B3,31/8CIB,31/8C2,31/13P31/14,31/15 Melavalam Village, Madurantakam Taluk, Kancheepuram District, TamilNadu. and Personal Guarantee of Mr. Deepak Kumar Seth and Mr. Pulkit Seth (Promoter Director).

v) Emergency credit line guaranteed scheme (ECLGS 2.0) & ECLGS 2.0 (Extension) facilities are secured by second charge over securities provided for base credit facility, except personal guarantees.

vi) Vehicle Loans are secured by Hypothecation over the Vehicle financed by respective loan.

A. Securities for Working Capital Facilities under Consortium Arrangement

i) Primary Securities offered includes:

a) First Pari-Passu Charge by way of hypothecation of the entire current assets both present and future, including but not limited to stocks of raw materials, semi finished and finished goods, raw material, book debts and stock, loans and advances etc.

b) First Pari-Passu charge by way of hypothecation over the entire movable fixed assets belonging to the Borrower, except any assets charged to any banks/financial institutions for securing the terms loans.

ii) Collateral Securities offered includes:

a) First pari passu charge over Immoveable properties of the Company situated at (i) Plot No. 16/17, Udyog Vihar, Phase VI, Gurgaon, (ii) Plot No. 751, Pace City-II, Sector 37, Gurgaon & (iii) Survey No. 30(P), 31(P), 32(P) & 262(P), Ward no 02 in Arryapakkam Village, Madurantakam Taluk, Kancheepuram District, TamilNadu.

b) Principal amount of fixed deposits pledged amounting to '' 710.00 Lakhs (Closing balance as on 31 March 2024 '' 747.43 ) (March 31,2023: '' 710 Lakhs)

c) Irrrevocable and unconditional personal guarantee of Mr. Deepak Kumar Seth (Promoter Director) and Mr. Pulkit Seth (Promoter Director).

iii) Refer Note No. 21 for the terms and conditions, nature of security and maturity profile of the current maturities of long-term borrowings (forming part of long term borrowings of the Company).

B. Securities for Working Capital Facilities by HDFC Bank (Adhoc Outside Consortium)

a) Exclusive Charge over corpotate office (Land and Building) situated in Gurugram, Haryana.

C. For interest rate & liquidity risk related disclosures, (refer note 44).

D. In respect of working capital loans, quarterly returns or statements of current assets filed by the Company with banks are materially in agreement with the books of account.

a) The company’s exposure to currency and liquidity risk related to trade payables is disclosed in note 44.

b) There are no amounts due for payment to the Investor Education and Protection Fund under Section 125 of the Companies Act, 2013 as at the year end (March 31,2023: Nil)

c) Other payables of '' Nil (March 31,2023 : '' 34.34 Lakhs represents amount payable to banks on hedged instruments).

c) Trade payable are non- interest bearing and are generally on a credit period of not more than 90 days except in case of Micro & Small Enterprises (if any) which are settled within 45 days.

d) This amount includes amount due to related parties amounting to '' 519.08 Lakhs (March 31,2023: '' 507.95 Lakhs) (Refer Note No. 47)

e) As per Schedule III of the Companies Act, 2013, the amount due to Micro & Small Enterprises as defined in Micro, Small and Medium Enterprises Development Act, 2006 is as under :

a) Performance obligation

Revenue is recognised upon transfer of control of products.

During the year, The Company has not entered into long term contracts with Customers and accordingly disclsoure of unsatisfied or remaining performance obligation (which is affected by several factors like changes in scope of Contracts, periodic revalidations, adjustment for revenue that has not been materialised, tax laws etc.) is not applicable to the Company.

b) Disaggregation of revenue: The table below presents disaggregated revenues from contracts with customers on the basis

of geographical spread of the operations of the Company. The Company believes that this disaggregation best depicts how the nature, amount of revenues and cash flows are affected by market and other economic factors:

d) Trade Receivables, Contract Balances

For Trade Receivables, Refer note no. 16.

Further, the Company has no contracts where the period between the transfer of the promised goods or services to the customer and payment terms by the customer exceeds one year. In light of above;

- it does not adjust any of the transaction prices for the time value of money, and

- there is no unbilled revenue as at March 31,2024.

Further, the Company doesn’t have any contract liabilities as at March 31,2024 and March 31,2023

40*| GRATUITY AND OTHER POST-EMPLOYMENT BENEFIT PLANS

a) Defined contribution plans

The Company makes contribution towards Employees Provident Fund, Employee''s State Insurance scheme and other welfare schemes. Under the rules of these schemes, the Company is required to contribute a specified percentage of payroll costs. The Company during the year recognised the following amount in the Statement of profit and loss under company''s contribution to defined contribution plan.

b) Defined benefit plans

In accordance with Ind AS 19 "Employee benefits", an actuarial valuation on the basis of "Projected Unit Credit Method" was carried out, through which the Company is able to determine the present value of obligations. "Projected Unit Credit Method" recognises each period of service as giving rise to additional unit of employees benefit entitlement and measures each unit separately to built up the final obligation.

i) Gratuity scheme

The gratuity plan is governed by the Payment of Gratuity Act, 1972. Under the Act, employee who has completed five years of service is entitled to specific benefit. The level of benefits provided depends on the member''s length of service and salary at retirement age. The gratuity is funded in current year for all the units and maintained by Life Insurance Corporation of India.

ii) Other long term employee benefits

As per the Company''s policy, eligible leaves can be accumulated by the employees and carried forward to future periods to either be utilised during the service, or encashed. Encashment can be made during the service, on early retirement, on withdrawal of scheme, at resignation by employee and upon death of employee. The scale of benefits

is determined based on the seniority and the respective employee''s salary. The Company records an obligation for such compensated absences in the period in which the employee renders the services that increase this entitlement. The obligation is measured on the basis of independent actuarial valuation using the projected unit credit method. Re-measurements, comprising actuarial gains and losses, the effect of the changes to the asset ceiling (if applicable) and the return on plan assets (excluding interest and if applicable), is reflected immediately in Other Comprehensive Income in the statement of profit and loss in case of Gratuity. All other expenses related to defined benefit plans are recognised in statement of profit and loss as employee benefit expenses. Re-measurements recognised in Other Comprehensive Income will not be reclassified to statement of profit and loss hence it is treated as part of retained earnings in the statement of changes in equity. Gains or losses on the curtailment or settlement of any defined benefit plan are recognised when the curtailment or settlement occurs. Curtailment gains and losses are accounted for as past service costs.

c) The following tables summarise the components of net benefit expense recognised in the Statement of profit and loss and the funded status and amounts recognised in the balance sheet for the defined benefit plan and other long term benefits. These have been provided on accrual basis, based on year end actuarial valuation.

4lJ CAPITAL MANAGEMENT

The Company’s objectives when managing capital are to:

- safeguard its ability to continue as a going concern, so that it can continue to provide returns for shareholders and benefits for other stakeholders, and

- maintain an appropriate capital structure of debt and equity.

The Board of Directors have the primary responsibility to maintain a strong capital base and reduce the cost of capital through prudent management in deployment of funds and sourcing by leveraging opportunities in domestic and international markets so as to maintain investors, creditors and markets confidence and to sustain future development of the business.

The Company monitors capital, using a medium term view ranging between three to five years, on the basis of a number of financial ratios generally used by the industry. The Company monitors capital structure using a gearing ratio, which is net debt divided by total capital plus net debt. Net debt comprises of long term and short term borrowings less cash and cash equivalents. Equity includes equity share capital and reserves that are managed as capital. The gearing ratio at the end of reporting periods were as follows:

No changes were made in the objectives, policies or processes for managing capital during the years ended March 31,2024 and March 31,2023.

In order to achieve overall objective, the Company’s capital management, amongst other things, aims to ensure that it meets financial covenants attached to the interest-bearing loans and borrowings that define capital structure requirements.

42*| DERIVATIVE INSTRUMENTS AND UNHEDGED FOREIGN CURRENCY EXPOSURE I) Hedge Accounting

(i) The Company enters into hedging instruments in accordance with policies as approved by the Board of Directors with written principles which is consistent with the risk management strategy of the Company. The Company has decided to apply hedge accounting for certain derivative contracts that meets the qualifying criteria of hedging relationship entered post April 01,2019. Hedging strategies are decided and monitored periodically by Chief Financial Officer and Board of Directors of the Company.

Cash Flow Hedges

Foreign exchange forward contracts are designated as hedging instruments in cash flow hedges of forecasted hedged items in US dollar. These forecast transactions are highly probable. The foreign exchange forward contract balances vary with the level of expected foreign currency sales and changes in foreign exchange forward rates.

The critical terms of the foreign currency forward contracts match the terms of the expected highly probable forecast sale transactions.

The cash flow hedges of the forecasted sale transactions for the year ended March 31, 2024 were assessed to be highly effective and unrealised profit of '' 184.28 Lakhs, with a deferred tax asset / (liability) of '' (46.38) Lakhs relating to the hedging instruments, is included in OCI. [March 31,2023: Unrealised profit of '' (-) 595.46 Lakhs with a corresponding deferred tax asset / (liability) of '' 149.87 Lakhs].

(vii) Valuation Technique

The Company enters into derivative financial instruments which are valued using valuation techniques which employs the use of market observable inputs. The most frequently applied valuation techniques include forward pricing models, using present value calculations. Where quoted market prices are not available, fair values are based on Management best estimates, which are arrived at by the reference to market prices.

III) In respect of the derivative contracts entered into by the Company, the Management asessess no material foreseeable losses as at the reporting date.

43*| FAIR VALUE MEASUREMENTS I Financial instruments

a) Financial instruments by category

Except Investment in equity instruments (Quoted) and investment in mutual funds which are measured at fair value through profit or loss, all other financial assets and liabilities viz. trade receivables, security deposits, cash and cash equivalents, other bank balances, interest receivable, other receivables, trade payables, employee related liabilities and borrowings, are measured at amortised cost. Derivative financial instruments are measured at fair value through other comprehensive income.

b) Fair value hierarchy

This section explains the judgments and estimates made in determining the fair values of the financial instruments that are (a) recognised and measured at fair value and (b) measured at amortised cost and for which fair values are disclosed in the standalone financial statements. To provide an indication about the reliability of the inputs used in determining fair value, the Company has classified its financial instruments into the three levels prescribed under the accounting standard. An explanation of each level follows underneath the table.

The following table shows the carrying amounts and fair values of financial assets and financials liabilities, including their levels of in the fair value hierarchy:

c) The Company has an established control framework with respect to the measurement of fair values. The finance and accounts team that has overall responsibility for overseeing all significant fair value measurements and reports directly to the board of directors. The team regularly reviews significant unobservable inputs and valuation adjustments. If third party information, such as broker quotes or pricing services, is used to measure fair values, then the team assesses the evidence obtained from the third parties to support the conclusion that these valuations meet the requirements of Ind AS, including the level in the fair value hierarchy in which the valuations should be classified. Significant valuation issues are reported to the Company’s board of directors.

d) Fair values are categorised into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows.

Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices)

Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).

There have been no transfers in either direction for the year ended March 31,2024 and March 31,2023.

e) Fair value of financial assets and liabilities measured at amortised cost

The carrying amounts of short-term trade and other receivables, trade payables, cash and cash equivalents and other bank balances are considered to be the same as their fair values, due to their short-term nature. For other financial liabilities/ assets that are measured at fair value, the carrying amounts are equal to the fair values.

♦Discount rate used in determining fair value

The interest rate used to discount estimated future cash flows, where applicable, are based on the incremental borrowing rate of borrower which in case of financial liabilities is average market cost of borrowings of the Company and in case of financial asset is the average market rate of similar credit rated instrument. The Company maintains policies and procedures to value financial assets or financial liabilities using the best and most relevant data available.

44*| FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

The Company’s principal financial liabilities comprises of trade and other payables, borrowings, current maturity of borrowings, interest accrued and capital creditors. The main purpose of these financial liabilities is to finance the Company’s operations and to provide guarantees to support its operations. The Company’s principal financial assets includes Investment in mutual funds, loans to related parties, security deposits, trade receivables, cash and cash equivalents, deposits with bank, interest accrued in deposits, receivables from related and other parties and interest accrued thereon.

The Company has exposure to the following risks arising from financial instruments:

- credit risk,

- liquidity risk and

- market risk.

The Company’s senior level management oversees the management of these risks and is supported by finance department that advises on the appropriate financial risk governance framework.

A. Credit Risk

Credit risk is the risk that counterparty will default on its contractual obligations resulting in finance loss to the Company. Credit risk arise from Cash and cash equivalents, deposit with banks, trade receivables and other financial assets measure at amortised cost. The Company continuously monitors defaults of customers and other counterparties and incorporate this information into its credit risk control.

(i) Trade Receivables

The Company’s exposure to credit risk is influenced mainly by the individual characteristics of each customer. The credit risk is managed by the Company based on credit approvals, establishing credit limits and continuosly monitoring the credit worthiness of the customers, to whom the Company grants credit period in the normal course of business inlcuding taking credit insurance against export receivables. The Company uses expected credit loss model to assess the impairement loss in trade receivables and makes an allowance of doubtful trade receivables using this model.

(ii) Other Financial Assets: The Company maintains exposure in cash & cash equivalents, term deposits with banks, investments, advances and security deposits etc. Credit risk from balances with banks, investment in mutual funds and loan to related parties is managed by the Company’s treasury department in accordance with the Company’s policy. Investments of surplus funds are made only with approved counterparties and within credit limits assigned to each counterparty. Counterparty credit limits are reviewed by the Company’s Board of Directors on an annual basis, and may be updated throughout the year subject to approval of the Company’s finance committee. The Company’s maximum exposure to the credit risk as at March 31,2024 and March 31,2023 is the carrying value of each class of financial assets.

- Policy of managing risk: To assess whether there is a significant increase in credit risk the Company compares the risk of default as at the reporting date with the risk of default as at the date of initial recognition. The Company considers reasonable and supportive forward-looking information such as significant changes in the value of guarantee or in the quality of exposure or credit enhancements.

B. Liquidity risk

Liquidity risk is the risk that the Company may not be able to meet its present and future cash and collateral obligations without incurring unacceptable losses.

The Company’s objective is to, maintain optimum levels of liquidity to meet its cash and collateral requirements. The Company closely monitors its liquidity position and deploys a robust cash management system. It maintains adequate sources of financing including loans from banks at an optimised cost.

C. Market risk

Market risk is the risk that changes in market prices, such as foreign exchange rates and interest rates will affect the Company’s income. The value of a financial instrument may change as a result of changes in the interest rates, foreign currency exchange rates, equity prices and other market changes that affect market risk sensitive instruments. The objective of market risk management is to manage and control market risk exposures withing acceptables parameters, while optimising the return. The Board of Directors is responsible for setting up the policies and procedures to amange risks of the Company.

i) Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company’s exposure to the risk of changes in market interest rates relates primarily to the Company’s long-term debt obligations with floating interest rates. The Company manages its net exposure to interest rate risk related to borrowings, by balancing a proportion of fixed rate and floating rate borrowing in its total borrowing portfolio.

Interest Rate Sensitivity: The sensitivity analysis in the following sections relate to the position as at March 31,2024 and March 31, 2023. The following table demonstrates the sensitivity to a reasonably possible change in interest rates on the portion of borrowings affected. With all other variables held constant, the Company’s profit before tax is affected through the impact on floating rate borrowings, as follows:

The assumed movement in basis points for the interest rate sensitivity analysis is based on the currently observable market environment, showing a significantly higher volatility than in prior years.

ii) Foreign currency risk

The Company is exposed to foreign currency risk on certain transactions that are denominated in a currency other than entity’s funactional currency, hence exposure to exchange rate fluctuations arises. The risk is that the functional currency value of cash flows will vary as a result of movements in exchange rates. The following tables demonstrate the sensitivity (strengthening or weakening of Indian Rupee) to a reasonably possible change in exchange rates, with all other variables held constant.

45*| SEGMENT INFORMATION

a) The Company’s operating segments are established on the basis of those components that are evaluated regularly by the Executive Committee (the ''Chief Operating Decision Maker’ as defined in Ind AS 108 - ''Operating Segments’). In light of Para 4 of Ind AS 108- Operating Segments, the Company has presented segment information on geographical basis in its consolidated financial statements.

b) Revenue from major customer: During the year, the Company generates 90% of its external revenues from 7 customers (March 31,2023: 7 customers).

~| CONTINGENT LIABILITIES AND COMMITMENTS

a) Contingent liabilities (To the extent not provided for)

I (i) The company has reviewed all its pending claims, litigations and other proceedings and has adequately provided for wherever required. The company does not expect the outcome of these proceedings to have a material or adverse effect on financial position of the Company. In certain cases, it is difficult for the Company to estimate the timings of cash outflows, if any, as it is determinable only on receipt of judgement/decisions pending with various forums/authorities. The company does not expect any reimbursements in respect of the below contingent liabilities.

Corporate Guarantee given by the Company (as per Section 186(4) of the Companies Act 2013)

• To Standard Chartered Bank, Hongkong Branch for securing credit facilities to its wholly owned subsidiary Pearl Global (HK) Limited, Hong Kong for USD 20.00 Lakhs equivalent to '' 1667.40 Lakhs (March 31,2023 : USD Nil equivalent to '' Nil).

• To Vietnam Technological and Commercial Joint Stock Bank for securing credit facilities to its wholly owned subsidiary Pearl Global Vietnam Company Limited for USD 55.00 Lakhs equivalent to '' 4585.35 Lakhs. (March 31,2023 : USD Nil equivalent to '' Nil)

• To Heng Seng Bank Limited, Hong Kong for securing credit facilities to its wholly owned subsidiary Pearl Global (HK) Limited, Hong Kong and its step down subsidiary DSSP Global Limited for USD 30.00 Lakhs equivalent to '' 2501.10 Lakhs. (March 31,2023 : USD Nil equivalent to '' Nil)

• To Heng Seng Bank Limited, Hong Kong for securing credit facilities to its wholly owned subsidiary Pearl Global (HK) Limited, Hong Kong and its step down subsidiary DSSP Global Limited for USD 20.00 Lakhs equivalent to '' 1667.40 Lakhs. (March 31,2023 : USD Nil equivalent to '' Nil)

• To Hongkong and Shanghai Banking Corporation Limited, Hong Kong Branch for securing credit facilities to its wholly owned subsidiary Pearl Global (HK) Limited, Hong Kong and its step down subsidiary DSSP Global Limited and Pearl Grass Creations Limited for USD Nil equivalent to '' Nil at year end ( March 31,2023: USD 290 Lakhs equivalent to '' 23,843.80 Lakhs

Above Corporate Guarantees have been given for business purpose.

d) Terms and conditions of transactions with related parties

All the transaction with the related parties are made on terms equivalent to those that prevail in arm’s length transactions. Outstanding balances at the year end are unsecured and interest free except the interest bearing loan and settlement occurs in cash.

e) Personal Guarantee given by Mr. Deepak Kumar Seth (Promoter Director) and Mr. Pulkit Seth (Director) against the Borrowings (refer note no. 21 & 22).

f) The remuneration of Key managerial Personnel does not include amount in repect of gratuity and leave encashment payable as the same are not determinable as individual basis for the KMP The liabilities of gratuity and leave encashment are provided for company as whole on the basis of acturial valuation.

g) During the financial year 2020-21, Pearl Apparel Fashions Limited, a wholly owned subsidiary of the Company had gone into voluntarily liquidation. The NCLT order has been received on December 16, 2022 and company has been liquidated.

h) During the financial year 2022-23, Investement was made in SEAD Apparels Private limited during the third quarter of FY 2022-23, making it a wholly owned subsidiary of the Company.

i) During the year, the Company had acquired 55% equity interest in substance in Pearl GT HoldCo Limited. Further, Pearl GT HoldCo Limited is the Holding Company of Corporacion de Productos Y Servicios Asociados, Sociedad Anonima (CORPASA) and Shoretex, Sociedad Anonima (SHORETEX), thereby making both CORPASA and SHORTEX, step down subsidiaries of the Company.

The maturity analysis of lease liabilities is given in Note 44 in the ''Liquidity risk’ section.

Cash flows from operating activities includes cash flow from short term lease & leases of low value. Cash flows from financing activities includes the payment of interest and the principal portion of lease liabilities.

Leases committed and not yet commenced: There are no leases commited which have not yet commenced as on reporting date.

Company as a Lessor

The Company is not required to make any adjustments on transition to Ind AS 116 for leases in which it acts as a lessor. The Company accounted for its leases in accordance with Ind AS 116 from the date of initial application. The Company does not have any significant impact on account of sub-lease on the application of this standard.

The Company has given its building space, lying under property, plant and equipments, on operating lease through operating lease arrangements. Income from operating leases is recognised as revenue on a straight-line basis over the lease term. Lease income of '' 728.92 Lakhs (March 31,2023: '' 774.49 Lakhs) has been recognised and included under Other Income. (Refer Note No. 29)

The following table sets out a maturity analysis of lease receivable, showing the undiscounted lease payments to be received after the reporting date.

52*| EMPLOYEE SHARE BASED PAYMENT

A. The Board of Directors had accorded their consent for the implementation of Pearl Global Industries Limited Employee Stock Option Plan 2022 (the Plan) on June 30, 2022 which was approved by the shareholders of the Company vide Postal Ballot on August 28, 2022. Pursuant to the terms of the said plan, the Company had granted 1,280,200 options till date to employees of the Company/ subsidiary company. During the year ended March 31, 2024, the Company has granted 4,54,000* (March 31,2023: 8,26,200*) stock options to the eligible employees of the Company/subsidiary companies. Each option when exercised would be converted into one fully paid-up equity share of '' 5/- each of the Company. The options granted under ESOP scheme carry no rights to dividends and no voting rights till the date of exercise. The fair value of the share options is estimated at the grant date using Black and Scholes Model, taking into account the terms and conditions upon which the share options were granted.

Further, during the year ended March 31,2024, the Company has accelerated the vesting of 135,000 options based on the approval of Nomination and Remuneration Committee in accordance with ''the Plan’, due to which an additional amount of '' 63.01 Lakhs has been charged to statement of profit and loss account.

The company has recognised an expense of '' 600.38 Lakhs (March 31,2023: '' 143.92 Lakhs) arising from equity settled share based payment transactions for employee services received during the year. The carrying amount of Employee stock options outstanding reserve as at March 31,2024 is '' 899.19 Lakhs (March 31,2023: '' 259.51 Lakhs).

*The movement of options & the fair value assumptions have been restated to give effect of share split of equity shares of face value of '' 10 each sub-divided into 2 equity shares of face value of '' 5 each held vide shareholder’s approval dated December 19, 2023 through postal ballot.

The expected life of the share options is based on historical data and current expectations and is not necessarily indicative of exercise patterns that may occur. The volatility is based on annualised standard deviation of the continuously compounded rates of return based on the peer companies and competitive stocks over a period of time. The company has determined the market price on grant date based on latest equity valuation report available with the Company preceding the grant date.

53. Pursuant to transfer pricing legislations under the Income-tax Act, 1961, the Company is required to use specified methods for computing arm’s length price in relation to specified international transactions with its associated enterprises. Further, the Company is required to maintain prescribed information and documents in relation to such transactions. The appropriate method to be adopted will depend on the nature of transactions/ class of transactions, class of associated persons, functions performed and other factors, which have been prescribed.The Company is in the process of updating its transfer pricing documentation for the current financial year. Based on the preliminary assessment, the management is of the view that the update would not have a material impact on the tax expense recorded in these financial statements. Accordingly, these financial statements do not include any adjustments for the transfer pricing implications, if any.

54. No funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person or entity, including foreign entity ("Intermediaries") with the understanding, whether recorded in writing or otherwise, that the Intermediary shall lend or invest in party identified by or on behalf of the Company (Ultimate Beneficiaries).

The Company has not received any fund from any party (Funding Party) with the understanding that the Company shall whether, directly or indirectly lend or invest in other persons or entity identified by or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

55*| DISCLOSURE OF TRANSACTIONS WITH STRUCK OFF COMPANIES

The Company did not have any material transactions with companies struck off under Section 248 of the Companies Act, 2013 or section 560 of Companies Act, 1956 during the financial years.

A) No transactions to report against the following disclosure requirements as notified by MCA pursuant to amended Schedule III:

(a) Crypto Currency or Virtual Currency

(b) Benami Property held under Prohibition of Benami Property Transactions Act, 1988 and rules made thereunder

(c) Registration of charges or satisfaction with Registrar of Companies.

(d) Relating to borrowed funds:

i) Wilful defaulter

ii) Utilisation of borrowed funds & share premium

iii) Borrowings obtained on the basis of security of current assets

iv) Discrepancy in utilisation of borrowings

57. Figures have been rounded off to the nearest Lakhs upto two decimal places except otherwise stated.

---

Mar 31, 2023

During the year, Pearl Apparel Fashions Limited, a wholly owned subsidiary of the Company has gone into voluntary liquidation. The NCLT order has been received on December 16, 2022 and the said subsidiary company has been liquidated. Accordingly, the Company has written off its investment in aforesaid subsidiary and provision for diminution on investment has been written back amount to '' 1648.35 Lakhs

During the year, the Company has made investment of '' 1.00 Lakh in newly incorporated wholly owned subsidiary (WOS) "Sead Apparels Private Limited".

The number of shares in note above represents absolute numbers.

a) Other receivables of '' 13.46 Lakhs represents claim receivables from vendors (March 31,2022 : '' 30.34 Lakhs represents claim receivables from vendors of '' 3.66 Lakhs and amount receivable from banks on hedged instruments of '' 26.68 Lakhs)

Wn INCOME TAX

The major components of income tax expense for the years ended March 31,2023 and March 31,2022 are:

The company offsets tax assets and liabilities if and only if it has a legally enforceable right to set off current tax assets and current tax liabilities and the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same tax authority.

a) Other Receivables of '' 2803.56 Lakhs (March 31,2022''3307.46 Lakhs) includes enhanced compensation of '' 2,335.15 Lakhs receivable by the Company from National Highways Authority of India pursuant to land acquisition by the Central Government under National Highways Act, 1956 (Refer note 37). Also, it includes expenditure recoverable from Jharkhand State Livelihood Promotion Society (Ministry of Rural Development) regarding Project cost component for skilling candidates in state of Jharkhand of '' 304.35 Lakhs (March 31,2022 : '' 298.11 Lakhs). Further, it includes '' 66.78 Lakhs of GST receivables not claimed in returns (March 31,2022 : '' 615.98 Lakhs), Workers advance of '' Nil (March 31,2022 : '' 19.76 Lakhs) and '' 97.28 Lakhs receivable from gratuity trust for disbursements made to employees (March 31,2022 : '' 38.46 Lakhs).

f) The above includes amount due from related parties is '' 3,526.97 Lakhs (March 31,2022: '' 5,477.78 Lakhs) (Refer note no. 47).

g) No trade or other receivables are due from directors and other officers of the Company either severally or jointly with any other persons.

Terms/ rights attached to equity shares:

The company has only one class of equity shares having a par value of '' 10 per share. Each holder of equity shares is entitled to one vote per share. The company declares and pays dividends in Indian rupees. The final dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting. In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders. During the year, the Company had declared and paid First interim dividend of '' 2.5/- per share for 2022-23 for distribution to shareholders. Subsequent to the balance sheet date, the Board of Directors has declared second interim dividend of '' 5/- per share for FY 2022-23 for distribution to its shareholders.

A) Nature of Securities :

i) Term loan from Kotak Mahindra Bank is secured by lien marked on investments in debt mutual funds and personal guarantee of Mr. Pulkit Seth (Promoter Director).

ii) Term loan from IndusInd Bank is secured by fixed deposit of '' 83.00 Lakhs (March 31,2022 : '' 312.32 Lakhs)

iii) Term loan from Union Bank of India (erstwhile Andhra Bank) is secured by fixed deposit of '' 106.33 Lakhs (March 31, 2022 : '' 101.67 Lakhs)

iv) Term loans from HDFC Bank are secured by charge over assets financed by term Loan, Immovable Properties of the Company situated at (i) Plot No. 51, Sector 32, Gurgaon & (ii) Plot No. 446, Udyog Vihar, Phase IV, Gurgaon and Personal Guarantee of Mr. Pulkit Seth (Promoter Director).

v) Emergency credit line guaranteed scheme facilities are secured by second charge over securities provided for base credit facility, except personal guarantees.

vi) Vehicle Loans are secured by hypothecation over the vehicle financed by respective loan.

b) First Pari Passu Charge over entire currents assets of the borrower, both present and future, including but not limited to stocks of raw materials, semi-finished and finished goods, book debts, loans and advances etc. ii) Collateral Securities offered includes:

a) First pari passu charge over Immoveable properties of the Company situated at (i) Plot No. 16/17, Udyog Vihar, Phase VI, Gurgaon, (ii) Plot No. 751, Pace City-II, Sector 37, Gurgaon & (iii) Survey No. 30(P), 31(P), 32(P) & 262(P), Melavalam & Arryapakkam Village, Madurantakam Taluk, Kancheepuram District, Tamil Nadu.

b) Principal amount of fixed deposits pledged amounting to '' 710.00 Lakhs (Closing Balance as on March 31,2023 is '' 738.77 Lakhs) (March 31,2022 : '' 713.61 Lakhs)

c) Irrevocable and unconditional personal guarantee of Mr. Deepak Kumar Seth (Promoter Director) and Mr. Pulkit Seth (Promoter Director).

B. Securities for Working Capital Facilities by HDFC Bank (Adhoc Outside Consortium)

a) Exclusive charge over corporate office (Land & Building) situated in Gurgaon, Haryana.

C) For interest rate & liquidity risk related disclosures, (refer note 44).

D) In respect of working capital loans, quarterly returns or statements of current assets filed by the Company with banks are materially in agreement with the books of account.

c) Trade payable are non- interest bearing and are generally on a credit period of not more than 90 days except in case of Micro & Small Enterprises (if any) which are settled within 45 days.

d) This amount includes amount due to related parties amounting to '' 507.95 Lakhs (March 31,2022: '' 2,099.24 Lakhs) (Refer Note No. 47)

e) As per Schedule III of the Companies Act, 2013 and as certified by the Management, the amount due to Micro & Small Enterprises as defined in Micro, Small and Medium Enterprises Development Act, 2006 is as under :

a) Performance obligation

Revenue is recognised upon transfer of control of products.

During the year, the Company has not entered into long term contracts with customers and accordingly disclosure of unsatisfied or remaining performance obligation (which is affected by several factors like changes in scope of Contracts, periodic revalidations, adjustment for revenue that has not been materialised, tax laws etc.) is not applicable to the Company.

b) Disaggregation of revenue: The table below presents disaggregated revenues from contracts with customers on the basis of geographical spread of the operations of the Company. The company believes that this disaggregation best depicts how the nature, amount of revenues and cash flows are affected by market and other economic factors:

d) Trade Receivables, Contract Balances

For Trade Receivables, Refer note no. 16.

Further, the Company has no contracts where the period between the transfer of the promised goods or services to the customer and payment terms by the customer exceeds one year. In light of above;

- it does not adjust any of the transaction prices for the time value of money, and

- there is no unbilled revenue as at March 31,2023.

Further, the Company doesn’t have any contract liabilities as at March 31,2023 and March 31,2022

b) Defined benefit plans

In accordance with Ind AS 19 "Employee benefits", an actuarial valuation on the basis of "Projected Unit Credit Method" was carried out, through which the Company is able to determine the present value of obligations. "Projected Unit Credit Method" recognises each period of service as giving rise to additional unit of employees benefit entitlement and measures each unit separately to build up the final obligation.

i) Gratuity scheme

The gratuity plan is governed by the Payment of Gratuity Act, 1972. Under the Act, employee who has completed five years of service is entitled to specific benefit. The level of benefits provided depends on the member’s length of service and salary at retirement age. The gratuity is funded in current year for all the units and maintained by Life Insurance Corporation of India.

ii) Other long term employee benefits

As per the Company’s policy, eligible leaves can be accumulated by the employees and carried forward to future periods to either be utilised during the service, or encashed. Encashment can be made during the service, on early retirement, on withdrawal of scheme, at resignation by employee and upon death of employee. The scale of benefits is determined based on the seniority and the respective employee’s salary. The company records an obligation for such compensated absences in the period in which the employee renders the services that increase this entitlement. The obligation is measured on the basis of independent actuarial valuation using the projected unit credit method.

Re-measurements, comprising actuarial gains and losses, the effect of the changes to the asset ceiling (if applicable) and the return on plan assets (excluding interest and if applicable), is reflected immediately in Other Comprehensive Income in the statement of profit and loss in case of Gratuity. All other expenses related to defined benefit plans are recognised in statement of profit and loss as employee benefit expenses. Re-measurements recognised in Other Comprehensive Income will not be reclassified to statement of profit and loss hence it is treated as part of retained earnings in the statement of changes in equity. Gains or losses on the curtailment or settlement of any defined benefit plan are recognised when the curtailment or settlement occurs. Curtailment gains and losses are accounted for as past service costs.

c) The following tables summarise the components of net benefit expense recognised in the Statement of profit and loss and the funded status and amounts recognised in the balance sheet for the defined benefit plan and other long term benefits. These have been provided on accrual basis, based on year end actuarial valuation.

Hi CAPITAL MANAGEMENT

The company’s objectives when managing capital are to:

- safeguard its ability to continue as a going concern, so that it can continue to provide returns for shareholders and benefits for other stakeholders, and

- maintain an appropriate capital structure of debt and equity.

The Board of Directors have the primary responsibility to maintain a strong capital base and reduce the cost of capital through prudent management in deployment of funds and sourcing by leveraging opportunities in domestic and international markets so as to maintain investors, creditors and markets confidence and to sustain future development of the business.

The company monitors capital, using a medium term view ranging between three to five years, on the basis of a number of financial ratios generally used by the industry. The Company monitors capital structure using a gearing ratio, which is net debt divided by total capital plus net debt. Net debt comprises of long term and short term borrowings (including lease liabilities) less cash and cash equivalents. Equity includes equity share capital and reserves that are managed as capital. The gearing ratio at the end of reporting periods were as follows:

No changes were made in the objectives, policies or processes for managing capital during the years ended March 31, 2023 and March 31,2022.

In order to achieve overall objective, the Company’s capital management, amongst other things, aims to ensure that it meets financial covenants attached to the interest-bearing loans and borrowings that define capital structure requirements.

DERIVATIVE INSTRUMENTS AND UNHEDGED FOREIGN CURRENCY EXPOSURE I) Hedge Accounting

(i) The company enters into hedging instruments in accordance with policies as approved by the Board of Directors with written principles which is consistent with the risk management strategy of the Company. The company has decided to apply hedge accounting for certain derivative contracts that meets the qualifying criteria of hedging relationship entered post April 01,2019. Hedging strategies are decided and monitored periodically by Chief Financial Officer and Board of Directors of the Company.

Cash Flow Hedges

Foreign exchange forward contracts are designated as hedging instruments in cash flow hedges of forecasted hedged items in US dollar. These forecast transactions are highly probable. The foreign exchange forward contract balances vary with the level of expected foreign currency sales and changes in foreign exchange forward rates.

The critical terms of the foreign currency forward contracts match the terms of the expected highly probable forecast sale transactions.

The cash flow hedges of the forecasted sale transactions for the year ended March 31, 2023 were assessed to be highly effective and unrealised profit of '' (595.46) Lakhs, with a deferred tax asset / (liability) of '' 149.87 Lakhs relating to the hedging instruments, is included in OCI. [March 31, 2022: Unrealised profit of '' 419.03 Lakhs with a corresponding deferred tax asset / (liability) of '' (105.46) Lakhs].

(vi) Valuation Technique

The company enters into derivative financial instruments which are valued using valuation techniques which employs the use of market observable inputs. The most frequently applied valuation techniques include forward pricing models, using present value calculations. Where quoted market prices are not available, fair values are based on Management''s best estimates, which are arrived at by the reference to market prices.

III) In respect of the derivative contracts entered into by the Company, the Management assesses no material foreseeable losses as at the reporting date.

FAIR VALUE MASURMENTSI Financial instruments

a) Financial instruments by category

Except Investment in equity instruments (Quoted) and investment in mutual funds which are measured at fair value through profit or loss, all other financial assets and liabilities viz. trade receivables, security deposits, cash and cash equivalents, other bank balances, interest receivable, other receivables, trade payables, employee related liabilities and borrowings, are measured at amortised cost. Derivative financial instruments are measured at fair value through other comprehensive income.

b) Fair value hierarchy

This section explains the judgments and estimates made in determining the fair values of the financial instruments that are (a) recognised and measured at fair value and (b) measured at amortised cost and for which fair values are disclosed in the standalone financial statements. To provide an indication about the reliability of the inputs used in determining fair value, the company has classified its financial instruments into the three levels prescribed under the accounting standard. An explanation of each level follows underneath the table.

The following table shows the carrying amounts and fair values of financial assets and financials liabilities, including their levels of in the fair value hierarchy:

c) The company has an established control framework with respect to the measurement of fair values. The finance and accounts team that has overall responsibility for overseeing all significant fair value measurements and reports directly to the board of directors. The team regularly reviews significant unobservable inputs and valuation adjustments. If third party information, such as broker quotes or pricing services, is used to measure fair values, then the team assesses the evidence obtained from the third parties to support the conclusion that these valuations meet the requirements of Ind AS, including the level in the fair value hierarchy in which the valuations should be classified. Significant valuation issues are reported to the company’s board of directors.

d) Fair values are categorised into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows.

Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices)

Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).

There have been no transfers in either direction for the year ended 31 March 2023 and 31 March 2022.

e) Fair value of financial assets and liabilities measured at amortised cost

The carrying amounts of short-term trade and other receivables, trade payables, cash and cash equivalents and other bank balances are considered to be the same as their fair values, due to their short-term nature. For other financial liabilities/ assets that are measured at fair value, the carrying amounts are equal to the fair values."

f) Specific Valuation techniques used to value financial instruments include:

*Discount rate used in determining fair value

The interest rate used to discount estimated future cash flows, where applicable, are based on the incremental borrowing rate of borrower which in case of financial liabilities is average market cost of borrowings of the company and in case of financial asset is the average market rate of similar credit rated instrument. The company maintains policies and procedures to value financial assets or financial liabilities using the best and most relevant data available.

EQ FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

The company’s principal financial liabilities comprises of trade and other payables, borrowings, current maturity of borrowings, interest accrued and capital creditors. The main purpose of these financial liabilities is to finance the Company’s operations and to provide guarantees to support its operations. The company’s principal financial assets includes Investment in mutual funds, loans to related parties, security deposits, trade receivables, cash and cash equivalents, deposits with bank, interest accrued in deposits, receivables from related and other parties and interest accrued thereon.

The company has exposure to the following risks arising from financial instruments:

- credit risk,

- liquidity risk and

- market risk.

The company’s senior level management oversees the management of these risks and is supported by finance department that advises on the appropriate financial risk governance framework.

A. Credit Risk

Credit risk is the risk that counterparty will default on its contractual obligations resulting in finance loss to the Company.

Credit risk arise from Cash and cash equivalents, deposit with banks, trade receivables and other financial assets measure

at amortised cost. The company continuously monitors defaults of customers and other counterparties and incorporate

this information into its credit risk control.

(i) Trade Receivables

The company’s exposure to credit risk is influenced mainly by the individual characteristics of each customer. The credit risk is managed by the Company based on credit approvals, establishing credit limits and continuously monitoring the credit worthiness of the customers, to whom the Company grants credit period in the normal course of business including taking credit insurance against export receivables. The company uses expected credit loss model to assess the impairement loss in trade receivables and makes an allowance of doubtful trade receivables using this model.

(ii) Other Financial Assets: The company maintains exposure in cash & cash equivalents, term deposits with banks, investments, advances and security deposits etc. Credit risk from balances with banks, investment in mutual funds and loan to related parties is managed by the Company’s treasury department in accordance with the Company’s policy. Investments of surplus funds are made only with approved counterparties and within credit limits assigned to each counterparty. Counterparty credit limits are reviewed by the Company’s Board of Directors on an annual basis, and may be updated throughout the year subject to approval of the Company’s finance committee. The company’s maximum exposure to the credit risk as at March 31,2023 and March 31,2022 is the carrying value of each class of financial assets.

(iii) Exposure to Risk, in respect of the guarantees given by the Company: The disclosure in respect of credit risk exposures which are not credit impaired or where there has not been a significant increase in credit risk since initial recognition are as under:

- Policy of managing risk: To assess whether there is a significant increase in credit risk the Company compares the risk of default as at the reporting date with the risk of default as at the date of initial recognition. The company considers reasonable and supportive forward-looking information such as significant changes in the value of guarantee or in the quality of exposure or credit enhancements.

B. Liquidity risk

Liquidity risk is the risk that the Company may not be able to meet its present and future cash and collateral obligations without incurring unacceptable losses.

The company’s objective is to, maintain optimum levels of liquidity to meet its cash and collateral requirements. The company closely monitors its liquidity position and deploys a robust cash management system. It maintains adequate sources of financing including loans from banks at an optimised cost.

C. Market risk

Market risk is the risk that changes in market prices, such as foreign exchange rates and interest rates will affect the Company’s income. The value of a financial instrument may change as a result of changes in the interest rates, foreign currency exchange rates, equity prices and other market changes that affect market risk sensitive instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return. The Board of Directors is responsible for setting up the policies and procedures to manage risks of the Company.

i) Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The company’s exposure to the risk of changes in market interest rates relates primarily to the Company’s long-term debt obligations with floating interest rates. The company manages its net exposure to interest rate risk related to borrowings, by balancing a proportion of fixed rate and floating rate borrowing in its total borrowing portfolio.

Interest Rate Sensitivity: The sensitivity analysis in the following sections relate to the position as at March 31,2023 and March 31, 2022. The following table demonstrates the sensitivity to a reasonably possible change in interest rates on the portion of borrowings affected. With all other variables held constant, the Company’s profit before tax is affected through the impact on floating rate borrowings, as follows:

The assumed movement is basis points for the interest rate sensitivity analysis is based on the currently observable market environment, showing a significantly higher volatility than in prior years.

ii) Foreign currency risk

The company is exposed to foreign currency risk on certain transactions that are denominated in a currency other than entity’s functional currency, hence exposure to exchange rate fluctuations arises. The risk is that the functional currency value of cash flows will vary as a result of movements in exchange rates. The following tables demonstrate the sensitivity (strengthening or weakening of Indian Rupee) to a reasonably possible change in exchange rates, with all other variables held constant.

KB SEGMENT INFORMATION

a) The company’s operating segments are established on the basis of those components that are evaluated regularly by the Executive Committee (the ''Chief Operating Decision Maker’ as defined in Ind AS 108 - ''Operating Segments’). In light of Para 4 of Ind AS 108- Operating Segments, the Company has presented segment information on geographical basis in its consolidated financial statements.

b) Revenue from major customer: During the year, the Company generates 90% of its external revenues from 7 customers (March 31,2022: 10 customers).

KB CONTINGENT LIABILITIES AND COMMITMENTSa) Contingent liabilities (To the extent not provided for)

I (i) The company has reviewed all its pending claims, litigations and other proceedings and has adequately provided for wherever required. However, wherever it is difficult for the Company to estimate the timings of cash outflows, if any, in respect of the below as it is determinable only on receipt of judgement/decisions pending with various forums/authorities, the Company has disclosed the same as contingent liabilities (pending resolution of the respective proceedings).

The company does not expect the outcome of these proceedings to have a material or adverse effect on financial position of the Company. Also, the Company does not expect any reimbursements in respect of the below contingent liabilities.

Particulars	As At March 31, 2023	As At March 31, 2022
- Tax Demand as per Sec 154 and Sec 16(1) of Income Tax Act , 1961 (with respect to Assessment Year 2015-16) - Issue restored to file of CIT(A) for re-adjudication based on order received from ITAT.	15.57	15.57
- Tax Demand as per Sec 250 of Income Tax Act, 1961 (with respect to Assessment Year 2016-17) - Matter restored to AO by ITAT for recalculating the disallowance u/r8D(2)(iii).	3.49	3.49
- Tax Demand as per Sec 143(3) of Income Tax Act, 1961 (with respect to Assessment Year 2017-18) - Appeal pending before CIT(A)	3.83	3.83
- Tax Demand as per Sec 115-O of Income Tax Act, 1961 (with respect to Assessment Year 2017-18) - Appeal pending before CIT(A)	33.30	33.30
- Tax Demand as per Sec 154 of Income Tax Act, 1961 (with respect to Assessment Year 2018-19) - Appeal pending before CIT(A)	5.70	5.70
- Tax Demand as per Sec 270A of Income Tax Act, 1961 (with respect to Assessment Year 2020-21) - Appeal pending before CIT(A)	2.90
- Demand as per TDS (TRACES) portal - CPC	2.86	4.65

Corporate Guarantee given by the Company (as per Section 186(4) of the Companies Act 2013)

• To Hongkong and Shanghai Banking Corporation Limited, Hongkong Branch for securing credit facilities to its wholly owned subsidiary Pearl Global (HK) Limited, Hong Kong and its step down subsidiary DSSP Global Limited and Pearl Grass Creations Limited for USD 200.00 Lakhs equivalent to ''16,444.00 Lakhs (March 31,2022: USD 200.00 Lakhs equivalent to ''15,162.00 Lakhs).

• To Hongkong and Shanghai Banking Corporation Limited, Hongkong Branch for securing credit facilities to its wholly owned subsidiary Pearl Global (HK) Limited, Hong Kong and its step down subsidiary DSSP Global Limited and Pearl Grass Creations Limited for USD 40.00 Lakhs equivalent to '' 3,288.80 Lakhs (March 31,2022: USD 40.00 Lakhs equivalent to '' 3,032.40 Lakhs).

• To Hongkong and Shanghai Banking Corporation Limited, Hongkong Branch for securing credit facilities to its wholly owned subsidiary Pearl Global (HK) Limited, Hong Kong and its step down subsidiary DSSP Global Limited and Pearl Grass Creations Limited for USD 50.00 Lakhs equivalent to '' 4,111 Lakhs (March 31, 2022: USD Nil equivalent to '' Nil).

• To Standard Chartered Bank, Hongkong Branch for securing credit facilities to its wholly owned subsidiary Pearl Global (HK) Limited, Hong Kong for USD NIL equivalent to '' NIL at year end (March 31, 2022 USD 30.00 Lakhs equivalent to '' 2,274.30 Lakhs).

Above Corporate Guarantees have been given for business purpose.

d) Terms and conditions of transactions with related parties

All the transaction with the related parties are made on terms equivalent to those that prevail in arm’s length transactions. Outstanding balances at the year end are unsecured and interest free except the interest bearing loan and settlement occurs in cash.

e) Personal Guarantee given by Mr. Deepak Kumar Seth (Promoter Director) and Mr. Pulkit Seth (Promoter Director) against the Borrowings (refer note no. 21 & 22).

f) The remuneration of Key managerial Personnel does not include amount in respect of gratuity and leave encashment payable as the same are not determinable as individual basis for the KMP The liabilities of gratuity and leave encashment are provided for company as whole on the basis of acturial valuation.

g) During the 2021-22, Loan of USD 6.60 Lakh in Pearl Global Fareast Limited, Hongkong, has been converted into USD 6.60 Lakhs ordinary equity shares of USD 1.00 each of the Pearl Global Fareast Limited.

h) During the last quarter of FY 2022-23, two step-down overseas subsidiaries namely, Pearl Unlimited Inc. in New York, USA and Pearl Global Industries FZCO in Dubai have been incorporated. However, the share capital have not been raised till March 31,2023.

i) During the financial year 2020-21, Pearl Apparel Fashions Limited, a wholly owned subsidiary of the Company had gone into voluntarily liquidation. The NCLT order has been received on December 16, 2022 and Company has been liquidated.

j) During the financial year 2022-23, Investment was made in Sead Apparels Private limited during the third quarter of 2022-23, making it a wholly owned subsidiary of the Company.

The maturity analysis of lease liabilities is given in Note 44 in the ''Liquidity risk’ section.

Cash flows from operating activities includes cash flow from short term lease & leases of low value. Cash flows from financing activities includes the payment of interest and the principal portion of lease liabilities.

Leases committed and not yet commenced: There are no leases committed which have not yet commenced as on reporting date.

Company as a Lessor

The company is not required to make any adjustments on transition to Ind AS 116 for leases in which it acts as a lessor. The company accounted for its leases in accordance with Ind AS 116 from the date of initial application. The company does not have any significant impact on account of sub-lease on the application of this standard.

The company has given its building space, lying under property, plant and equipments, on operating lease through operating lease arrangements. Income from operating leases is recognised as revenue on a straight-line basis over the lease term. Lease income of '' 774.49 Lakhs (March 31,2022: '' 769.38 Lakhs) has been recognised and included under Other Income. (Refer Note No. 29)

The following table sets out a maturity analysis of lease receivable, showing the undiscounted lease payments to be received after the reporting date.

a) Net Profit after taxes Non-cash operating expenses like depreciation and other amortisations Interest other adjustments like loss on sale of Fixed assets etc. "Net Profit after tax" means reported amount of "Profit / (loss) for the period" and it does not include items of other comprehensive income.

b) Interest, Lease Payments and Principal Repayments of long term debt

c) Current assets - Current liabilities

d) Tangible Net Worth Total Debt(excluding lease liabilities in debt) Deferred Tax Liability/(Asset)

e) Tangible Net Worth Total Debt(including lease liabilities in debt) Deferred Tax Liability/(Asset)

f) Reasons have been explained for variance in which % change is more than 25% as compared to ratio of previous year.

BCT EMPLOYEE SHARE BASED PAYMENT

A. The Board of Directors had accorded their consent for the implementation of Pearl Global Industries Limited Employee Stock Option Plan 2022 (the Plan) on June 30, 2022. Further, the shareholders of the Company had vide Postal Ballot approved the Plan on August 28, 2022. In accordance with the Plan, the Nomination and Remuneration Committee on October 10, 2022 granted 413100 nos. of stock options to the eligible employees of the Company/subsidiary companies. These options are to be vested after a minimum period of one year from the grant date and it shall extend up to a maximum period of four years from the grant date based on the vesting conditions as per letter of grant executed between the Company and the employee of the Company or its subsidiaries. Each option when exercised would be converted into one fully paid-up equity share of '' 10 each of the Company. The options granted under ESOP scheme carry no rights to dividends and no voting rights till the date of exercise. The fair value of the share options is estimated at the grant date using Black and Scholes Model, taking into account the terms and conditions upon which the share options were granted. The company has recognised an expense of '' 143.92 Lakhs (March 31,2022: '' Nil) arising from equity settled share based payment transactions for employee services received during the year. The carrying amount of Employee stock options outstanding reserve as at March 31,2023 is '' 259.51 Lakhs (March 31,2022: '' Nil).

The expected life of the share options is based on historical data and current expectations and is not necessarily indicative of exercise patterns that may occur. The volatility is based on annualised standard deviation of the continuously compounded rates of return based on the peer companies and competitive stocks over a period of time. The company has determined the market price on grant date based on latest equity valuation report available with the Company preceding the grant date. No employee share options have been exercised during the year.

53 Pursuant to transfer pricing legislations under the Income-tax Act, 1961, the Company is required to use specified methods for computing arm’s length price in relation to specified international transactions with its associated enterprises. Further, the Company is required to maintain prescribed information and documents in relation to such transactions. The appropriate method to be adopted will depend on the nature of transactions/ class of transactions, class of associated persons, functions performed and other factors, which have been prescribed.The company is in the process of updating its transfer pricing documentation for the current financial year. Based on the preliminary assessment, the management is of the view that the update would not have a material impact on the tax expense recorded in these financial statements. Accordingly, these financial statements do not include any adjustments for the transfer pricing implications, if any.

54 No funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person or entity, including foreign entity ("Intermediaries") with the understanding, whether recorded in writing or otherwise, that the Intermediary shall lend or invest in party identified by or on behalf of the Company (Ultimate Beneficiaries).

The company has not received any fund from any party (Funding Party) with the understanding that the Company shall whether, directly or indirectly lend or invest in other persons or entity identified by or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

B5CT DISCLOSURE OF TRANSACTIONS WITH STRUCK OFF COMPANIES

The company did not have any material transactions with companies struck off under Section 248 of the Companies Act, 2013 or section 560 of Companies Act, 1956 during the financial years.

A) No transactions to report against the following disclosure requirements as notified by MCA pursuant to amended Schedule III:

(a) Crypto Currency or Virtual Currency

(b) Benami Property held under Prohibition of Benami Property Transactions Act, 1988 and rules made thereunder.

(c) Registration of charges or satisfaction with Registrar of Companies.

(d) Relating to borrowed funds:

i) Wilful defaulter

ii) Utilisation of borrowed funds & share premium

iii) Borrowings obtained on the basis of security of current assets

iv) Discrepancy in utilisation of borrowings

---

Mar 31, 2018

NOTE 1: CORPORATE INFORMATION

Pearl Global Industries Limited is a public limited Company domiciled in India and has its registered office at A-3, Community Centre, Naraina Industrial Area, Phase-II, New Delhi-110028. The company is primarily engaged in manufacturing, sourcing and export of ready to wear apparels through its facilities and operations in India and overseas. The Company has its primary listings on Bombay Stock Exchange and National Stock Exchange in India.

The financial statements were authorised for issue in accordance with a resolution of the Board of Directors on May 29, 2018.

NOTE 2: BASIS OF PREPARATION AND MEASUREMENT

Statement of Compliance: The financial statements have been prepared as a going concern in accordance with Indian Accounting Standards (Ind AS) notified under the Section 133 of the Companies Act, 2013 (“the Act”) read with the Companies (Indian Accounting Standards) Rules, 2015 and other relevant provisions of the Act.

Upto the year ended 31st March, 2017, the Company prepared the financial statements in accordance with the requirements of previous GAAP, which includes standards notified under the Companies (Accounting Standards) Rules, 2006 and other relevant provisions of the Act. These are the Company’s first Ind AS financial statements. The date of transition to the Ind AS is 1st April, 2016. Refer to note 48 for the details of first-time adoption exemptions availed by the Company.

Basis of Preparation and presentation: The financial statements have been prepared on the historical cost convention on accrual basis except for certain financial instruments which are measured at fair value at the end of each reporting period, as explained in the accounting policies mentioned below. Historical cost is generally based on the fair value of the consideration given in exchange of goods or services.

The principal accounting policies are set out below.

All assets and liabilities have been classified as current or noncurrent according to the Company’s operating cycle and other criteria set out in the Act. Based on the nature of products and the time between the acquisition of assets for processing and their realisation in cash and cash equivalents, the Company has ascertained its operating cycle as twelve months for the purpose of current non-current classification of assets and liabilities.

The financial statements are presented in ‘ and all values are rounded to the nearest lakhs upto two decimal places except otherwise stated.

Recent accounting pronouncements

In March 2018, the Ministry of Corporate Affairs issued the Companies (Indian Accounting Standards) (Amendments) Rules, 2018, notifying amendments to Ind AS 12 ‘Income Taxes’, Ind AS 21, ‘The effects of changes in foreign exchange rates and also introduced new revenue recognition standard Ind AS 115 ‘Revenue from contracts with customers’. These amendments rules are applicable to the Company from April 1, 2018.

Ind AS 115 ‘Revenue from Contracts with Customers’ (Ind AS 115)

Ministry of Corporate Affairs (‘MCA’) has notified new standard for revenue recognition which overhauls the existing revenue recognition standards including Ind AS 18 - Revenue. The new standard provides a control-based revenue recognition model and provides a five step application principle to be followed for revenue recognition:

(i) Identification of the contracts with the customer

(ii) Identification of the performance obligations in the contract

(iii) Determination of the transaction price

(iv) Allocation of transaction price to the performance obligations in the contract (as identified in step ii)

(v) Recognition of revenue when performance obligation is satisfied.

The standard permits two possible methods of transition:

- Retrospective approach - Under this approach the standard will be applied retrospectively to each prior reporting period presented in accordance with Ind AS 8

- Accounting Policies, Changes in Accounting Estimates and Errors

- Retrospectively with cumulative effect of initially applying the standard recognized at the date of initial application (Cumulative catch - up approach) The effective date for adoption of Ind AS 115 is financial periods beginning on or after April 1, 2018.

The management is yet to assess the impact of this new standard on the Company’s financial statements.

Amendment to Ind AS 12

The amendment to Ind AS 12 requires the entities to consider restriction in tax laws in sources of taxable profit against which entity may make deductions on reversal of deductible temporary difference (may or may not have arisen from the same source) and also consider probable future taxable profit. The Company is evaluating the requirements of the amendment and its impact on the financial statements.

Amendment to Ind AS 21

The amendment to Ind AS 21 requires the entities to consider exchange rate on the date of initial recognition of advance consideration (asset/liability) for recognising related expense/income on the settlement of said asset/ liability. The Company is evaluating the requirements of the amendment and its impact on the financial statements.

a) The Company has availed the exemption available under Ind AS 101, whereas the carrying value of property, plant and equipment has been carried forwarded at the amount as determined under the previous GAAP as its deemed cost. The Company has disclosed the cost as at April 01, 2016 net of accumulated depreciation. However, information regarding gross carrying amount of assets, accumulated depreciation has been disclosed by the Company separately as follows :

b) The above assets includes Gross block of land of Rs. 159.54 lakhs (March 31, 2017: Rs. 159.54 lakhs, April 01, 2016: Rs. 159.54 lakhs) & Gross block of building of Rs. 234.35 (March 31, 2017: Rs. 234.35, April 01, 2016: Rs. 234.35) situated at Narshingpur, Tehsil District Gurgaon(Haryana) for which the company has executed a construction project agreement with DLF Retail Developers Limited on November 30, 2007. However, as certified by the Management, the work has not started during the financial year 2017-18 due to pending receipt of license from the concerned authority.

c) In the earlier years, the Company had initiated the process of converting its leasehold land (situated at Plot A-3, Naraina, New Delhi) into freehold land. However, the deed is yet to be transferred in the name of the Company as at March 31, 2018.

d) Borrowing cost of ‘ Nil (March 31, 2017 : Rs. 67.68 Lakhs; April 01, 2016 : Nil) has been capitalised during the year.

Estimation of fair value

The fair valuation is based on current prices in the active market for similar properties. The main inputs used are quantum, area, location, demand, restrictive entry to the complex,age of building and trend of fair market rent.

This valuation is based on valuations performed by an accredited independent valuer. Fair valuation is based on replacement cost method. The fair value measurement is categorised in level 2 fair value hierarchy.

(c) The Company has availed the exemption available under Ind AS 101, whereas the carrying value of property, plant and equipment has been carried forwarded at the amount as determined under the previous GAAP as its deemed cost. The Company has disclosed the cost as at April 01, 2016 net of accumulated depreciation. However, information regarding gross carrying amount of assets, accumulated depreciation has been disclosed by the Company separately as follows :

a) The Company has availed the exemption available under Ind AS 101, whereas the carrying value of property, plant and equipment has been carried forwarded at the amount as determined under the previous GAAP as its deemed cost. The Company has disclosed the cost as at April 01, 2016 net of accumulated depreciation. However, information regarding gross carrying amount of assets, accumulated depreciation has been disclosed by the Company separately as follows :

a) Out of the total Fixed Deposits held in the name of the Company the fixed deposit with carrying value of Rs. 876.56 lakhs (March 31, 2017 ‘1,440.52 lakhs; April 1, 2016: Rs. 985.04 lakhs) are pledged as security with various banks.

B) TERMS/ RIGHTS ATTACHED TO EQUITY SHARES:

The Company has only one class of equity shares having a par value of ‘10 per share. Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting. In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders. During the year ended March 31, 2018, the amount of per share dividend recognised for the financial year 2016-17 as distributions to equity shareholders was Rs. 3 per share (during the year ended March 31, 2017 amount recognised for financial year 2015-16: Rs. 0.5 per share). Final dividend of Rs. 2 per share for financial year 2017-18 has been proposed and is not recognised as liability in the financial statements for the year ended March 31, 2018.

Nature and purpose of reserves

a) General reserve

The Company has transferred a portion of the net profit of the Company before declaring dividend to general reserve pursuant to the earlier provisions of Companies Act, 1956.Mandatory transfer to general reserve is not required under the Companies Act, 2013.

b) Securities Premium

The amount received in excess of face value of the equity shares is recognised in securities premium.

c) Capital Redemption Reserve

This Reserve has been created at the time of merger of other companies in earlier years in accordance with the provisions of the Companies Act, 2013.

d) Amalgamation Reserve

This Reserve has been created at the time of merger of other companies in earlier years in accordance with the provisions of the Companies Act, 2013.

e) Re-measurement net defined benefit plans

Differences between the interest income on plan assets and the return actually achieved, and any changes in the liabilities over the year due to changes in actuarial assumptions or experience adjustments within the plans, are recognised in ‘Other comprehensive income’ and subsequently not reclassified to the Statement of Profit and Loss

f) Retained Earnings

Retained earnings are the profits that the Company has earned till date, less any transfers to general reserve, dividends or other distributions paid to shareholders.

g) Out of the above, reserve on account of revaluation of assets of Rs. 395.30 lakhs (March 31, 2017 ‘393.84 lakhs ; April 01, 2016 Rs. 388.48 lakhs) is not avaliable for distribution.

a) The nature of security for secured loans are :

(i) Corporate Term Loan (Kotak Bank) is secured by charge on immovable property situated at Plot No. 446, Phase-V, Udyog Vihar Industrial Estate, Haryana along with present and future structures including all present and future development rights. The loan is also secured by personal guarantee of the Promoter Director.

(ii) Corporate Term Loan (Andhra Bank) is secured by first and exclusive charge on the entire fixed assets including machineries,land and building at Chennai and Bangalore Plant of the Company. In addition, Equitable Mortgage of Land & Building located at Survey No- 262A in Aryapakkam Village at Kancheepuram measuring 4.8053 acre in Company’s name.

(iii) Corporate Term Loan (HDFC Bank) is secured by exclusive charge over movable fixed aseets of the Company, both present and future. The loan is also secured by personal guarantee of one of the Promoter Director of the Company and exclusive charge by way of equitable mortagage on industrial plot no.446, Udyog Vihar, Phase- V, Gurugram, Haryana.

(iv) Vehicle loans are secured against hypothecation of respective vehicles.

c) The term loan(s) carries rate of interest ranging between 9.75% to 12.00% per annum.

d) The nature of Security for short term borrowings are as under:

- First pari-passu charge on movable fixed assets and whole of current assets including stocks of raw material, semi finished goods, finished goods, book debts, consumable stores and spares.

- Mortgage of the properties situated at Plot No. H -597-603, RICCO Industrial Area, Bhiwadi, Distt. Alwar, Rajasthan and Plot No 16-17, Phase VI, Udyog Vihar,Gurgoan (Haryana).

- Fixed Deposit of Rs. 79.47 lakhs (March 31, 2017: Rs. 101.77 lakhs ; April 01 2016: Rs. 79.47)

- Personal Guarantee by the promoter director of the Company

Note:

(a) There are no amounts due for payment to the Investor Education and Protection Fund Under Section 125 of the Companies Act, 2013 as at the year end.

(b) The company’s exposure to currency and liquidity risk related to trade payables is disclosed in note 44.

a) Trade payable are generally on a credit of not more than 90 days.

b) This amount includes amount due to related parties (refer note 47)

c) It does not include any amount due to transferred to Investor Education and Protection Fund.

d) As per Schedule III of the Companies Act, 2013 and notification number GSR 719 (E) dated November 16, 2007, the amount due to Micro & Small Enterprises as defined in Micro, Small and Medium Enterprises Development Act, 2006 is as under :

NOTE 3 : GRATUITY AND OTHER POST-EMPLOYMENT BENEFIT PLANS_

a) Defined contribution plans

The Company makes contribution towards Employees Provident Fund and Employee’s State Insurance scheme. Under the rules of these schemes, the Company is required to contribute a specified percentage of payroll costs. The company during the year recognised the following amount in the Statement of Profit and Loss account under company’s contribution to defined contribution plan.

b) Defined benefit plans

In accordance with Ind AS 19 “Employee benefits”, an actuarial valuation on the basis of “Projected Unit Credit Method” was carried out, through which the Company is able to determine the present value of obligations. “Projected Unit Credit Method” recognizes each period of service as giving rise to additional unit of employees benefit entitlement and measures each unit separately to built up the final obligation.

i) Gratuity scheme

The gratuity plan is governed by the Payment of Gratuity Act, 1972. Under the act, employee who has completed five years of service is entitled to specific benefit. The level of benefits provided depends on the member’s length of service and salary at retirement age.

a) Gratuity in case of Gurgaon Division (Funded & maintained by Life Insurance Corporation of India)

b) Gratuity in case of Chennai & Banglore Division (Unfunded)

ii) Other long term employee benefits

As per the Company’s policy, eligible leaves can be accumulated by the employees and carried forward to future periods to either be utilised during the service, or encashed. Encashment can be made during the service, on early retirement, on withdrawal of scheme, at resignation by employee and upon death of employee. The scale of benefits is determined based on the seniority and the respective employee’s salary. The Company records an obligation for such compensated absences in the period in which the employee renders the services that increase this entitlement. The obligation is measured on the basis of independent actuarial valuation using the projected unit credit method.

Re-measurements, comprising actuarial gains and losses, the effect of the changes to the asset ceiling (if applicable) and the return on plan assets (excluding interest and if applicable), is reflected immediately in Other Comprehensive Income in the statement of profit and loss. All other expenses related to defined benefit plans are recognised in statement of profit and loss as employee benefit expenses. Re-measurements recognised in Other Comprehensive Income will not be reclassified to statement of profit and loss hence it is treated as part of retained earnings in the statement of changes in equity. Gains or losses on the curtailment or settlement of any defined benefit plan are recognised when the curtailment or settlement occurs. Curtailment gains and losses are accounted for as past service costs.

c) The following tables summarize the components of net benefit expense recognised in the Statement of profit and loss and the funded status and amounts recognised in the balance sheet for the defined benefit plan (viz. gratuity and compensated absences).Leave encashment include earned leaves and sick leaves. These have been provided on accrual basis, based on year end actuarial valuation.

d) The following tables summarise the components of net benefit expense recognised in the Statement of profit or loss and the funded status and amounts recognised in the balance sheet for the respective plans:

NOTE 4 : CAPITAL MANAGEMENT_

For the purpose of Company’s capital management, capital includes issued equity capital, share premium and all other equity reserves attributable to the equity holders. The primary objective of the Company’s capital management is to maximise the shareholder value.

The Company manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of the financial covenants. To maintain or adjust the capital structure, the Company may return capital to shareholders or issue new shares. The Company monitors capital using a gearing ratio, which is net debt divided by total capital plus net debt. The Company includes within net debt, interest bearing borrowings, trade and other payables, less cash and cash equivalents.

No changes were made in the objectives, policies or processes for managing capital during the years ended March 31, 2018 and March 31, 2017.

In order to achieve this overall objective, the Company’s capital management, amongst other things, aims to ensure that it meets financial covenants attached to the interest-bearing loans and borrowings that define capital structure requirements.

NOTE 5 : DERIVATIVE INSTRUMENTS AND UNHEDGED FOREIGN CURRENCY EXPOSURE_ Forward currency contracts

a) For the year ended March 31, 2018, the Company has outstanding mark to market forward contracts amount to Rs. 215.55 lakhs (March 31, 2017: Rs. 1,120.27 lakhs ; April 1, 2016 : Rs. 215.06 lakhs) relating to derivative financial instruments. These commitments with respect to foreign currrency forward contracts have been entered into by the Company to hedge against future receipts from customers in the ordinary course of business. These arrangements are designed to address significant exchange exposures and are reviewed/ renewed by the Management on a revolving basis as required.

b) The following table represents the aggregate contracted principal amount of Company’s Derivative contracts outstanding:

Management has assessed that trade receivables, cash and cash equivalents, other bank balances, trade payables, Interest accrued on borrowings and current maturities of long term borrowings approximate their carrying amounts largely due to the short-term maturities of these instruments.

Long-term borrowing includes vehicle loan and corporate loans obtained from banks and Financial institutions. Management determines vehicle loan and corporate loan to be at the market rate of interest as at the reporting date, accordingly, the carrying value of such long-term borrowing approximates fair value.

c) Discount rate used in determining fair value

The interest rate used to discount estimated future cash flows, where applicable, are based on the incremental borrowing rate of borrower which in case of financial liabilities is average market cost of borrowings of the Company and in case of financial asset is the average market rate of similar credit rated instrument. The company maintains policies and procedures to value financial assets or financial liabilities using the best and most relevant data available.

The fair value of the financial assets and liabilities is included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale.

The following methods and assumptions were used to estimate the fair values:

i) Fair values of the Company’s interest-bearing borrowings, loans and investment in preference shares in subsidiary are determined by using DCF method using discount rate that reflects the rate as at the end of the reporting period.

ii) Fair value for security deposits paid & received (other than perpetual security deposits) has been presented based on the discounting factor as at the reporting date.

iii) Fair value for all other non-current assets and liabilities is equivalent to the amortised cost, interest rate on them is equivalent to the market rate of interest.

iv) For other financial assets and liabilities that are measured at fair value, the carrying amounts are equal to the fair values.

v) Specific valuation techniques used to value financial instruments include:

- The fair values of investments In mutual fund units is based on The net asset value (‘NAV’) as stated by the issuers of these mutual fund units in the published statements as at Balance Sheet date. NAV represents the price at which The issuer will issue further units of mutual fund and The price at which issuers will redeem such units from the investors.

- Investment in quoted equity instruments of entities other than subsidiaries has been determined on the basis of quoted rates available from securities markets in India.

- The fair value of derivative financial instruments (forward exchange contract) has been determined on the basis of mark to market valuation.

NOTE 6 : FAIR HIERARCHY_

All financial instruments for which fair value is recognised or disclosed are categorised within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole.

Level 1: Quoted (unadjusted) prices in active markets for identical assets or liabilities.

Level 2: Valuation techniques for which the lowest level input that has a significant effect on the fair value measurement are observable, either directly or indirectly.

Level 3: Valuation techniques for which the lowest level input which has a significant effect on the fair value measurement is not based on observable market data.

The following table provides the fair value measurement hierarchy of the Company’s assets and liabilities

* Management has assessed that trade receivables, cash and cash equivalents, other bank balances, trade payables, Interest accrued on borrowings and current maturities of long term borrowings approximate their carrying amounts largely due to the short-term maturities of these instruments.

There have been no transfers between Level 1 and Level 2 during the period.

Specific valuation techniques used to value financial instruments. (refer note 42 c(iv))

NOTE 7 : FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES_

The Company’s principal financial liabilities comprises of trade and other payables, borrowings, current maturity of borrowings, interest accrued and capital creditors. The main purpose of these financial liabilities is to finance the Company’s operations and to provide guarantees to support its operations.

The Company’s principal financial assets includes Investment in mutual funds, loans to related parties, security deposits, trade receivables, cash and cash equivalents, deposits with bank, interest accrued in deposits, receivables from related and other parties and interest accrued thereon.

The Company is exposed to credit risk, liquidity risk and market risk. The Company’s senior level management oversees the management of these risks and is supported by Treasury department that advises on the appropriate financial risk governance framework.

A. Market risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and other price risk, such as equity price risk. Financial instruments affected by market risk borrowings, short term deposits and derivative financial instruments.

The sensitivity analyses in the following sections relate to the position as at March 31, 2018 and March 31, 2017.

i) Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company’s exposure to the risk of changes in market interest rates relates primarily to the Company’s long-term debt obligations with floating interest rates.

The Company’s main interest rate risk arises from long-term borrowings with variable rates, which expose the Company to interest rate risk. The Company manages its net exposure to interest rate risk related to borrowings, by balancing a proportion of fixed rate and floating rate borrowing in its total borrowing portfolio. To manage this portfolio mix, the Company may enter into currency rate swap arrangements and/ or interest rate swap arrangements, which allows the company to exchange periodic payments based on a notional amount and agreed upon fixed and floating interest rates.

Interest rate sensitivity

The following table demonstrates the sensitivity to a reasonably possible change in interest rates on the portion of borrowings affected. With all other variables held constant, the Company’s profit before tax is affected through the impact on floating rate borrowings, as follows:

The assumed movement in basis points for the interest rate sensitivity analysis is based on the currently observable market environment, showing a significantly higher volatility than in prior years.

ii) Foreign currency risk

Foreign currency risk is the risk that the fair value of future cash flows of an exposure will fluctuate because of changes in exchange rates. Foreign currency risk senstivity is the impact on the Company’s profit before tax is due to changes in the fair value of monetary assets and liabilities on unhedged exposures. The following tables demonstrate the sensitivity to a reasonably possible change in USD, EURO and GBP exchange rates, with all other variables held constant.

B. Credit risk

Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing activities, including deposits with banks, foreign exchange transactions and other financial instruments.

i) Trade receivables

Customer credit risk is managed by each business unit subject to the Company’s established policy, procedures and control relating to customer credit risk management. Credit quality of a customer is assessed based on an extensive credit rating. Outstanding customer receivables are regularly monitored.

The ageing analysis of trade receivables as of the reporting date is as follows:

An impairment analysis is performed at each reporting date on an individual basis for major clients. The calculation is based on historical data. The maximum exposure to credit risk at the reporting date is the carrying value of each class of financial assets disclosed in Note 42. The Company does not hold collateral as security. The Company evaluates the concentration of risk with respect to trade receivables as low, as its customers are located in several jurisdictions and operate in largely independent markets.

ii) Financial instruments and cash deposits

Credit risk from balances with banks, investment in mutual funds and loan to related parties is managed by the Company’s treasury department in accordance with the Company’s policy. Investments of surplus funds are made only with approved counterparties and within credit limits assigned to each counterparty. Counterparty credit limits are reviewed by the Company’s Board of Directors on an annual basis, and may be updated throughout the year subject to approval of the Company’s finance committee. The limits are set to minimise the concentration of risks and therefore mitigate financial loss through counterparty’s potential failure to make payments.

C. Liquidity risk

Liquidity risk is the risk that the Company may not be able to meet its present and future cash and collateral obligations without incurring unacceptable losses.

The Company’s objective is to, maintain optimum levels of liquidity to meet its cash and collateral requirements. The Company closely monitors its liquidity position and deploys a robust cash management system. It maintains adequate sources of financing including loans from banks at an optimised cost.

NOTE 8 : SEGMENT INFORMATION_

a) The company’s operating segments are established on the basis of those components of the group that are evaluated regularly by the Executive Committee (the ‘Chief Operating Decision Maker’ as defined in Ind AS 108 - ‘Operating Segments’), in deciding how to allocate resources and in assessing performance. The Company has presented segment information on geographical basis in the consolidated financial statements.

b) The Company revenue from sale of garments to external customer are as follows:

c) All non- current assets are located within India:

d) Revenue from major customer: During the year the Company generates 90% of its external revenues from eleven (11) customers.

vi) As per the order dated July 13, 2016 issued by Hon’ble Madras High Court, minimum wages shall be paid to the employees retrospectively from December 2014 to June 2016. However, the management is of the view that the wages have to be paid only to the employees working presently in the company and also no PF & ESI is required to be deducted . Accordingly, the minimum wages, ESI and PF of past employees of Rs. 288.51 lakhs, Rs. 8.06 lakhs and Rs. 69.25 lakhs respectively has not been recorded in books of account. Further, Company has also not accounted for the PF contribution of Rs. 65.33 lakhs and ESI contribution of Rs. 12.88 lakhs due on the wage arrears paid to the present employees during the year ended March 31, 2017

vii) Several Legal Cases of labour pending at labour Court, Civil Court and High Court.

viii) Corporate Guarantee given by the Company (as per Section 186(4) of the Companies Act 2013)

- To Standard Chartered Bank, Hongkong Branch for securing credit facilities to its wholly owned subsidiary Pearl Global (HK) Limited, Hong Kong for USD 12,000,000 equivalent to Rs. 7804.80 lakhs (March 31, 2017 USD 12000000 equivalent to Rs. 7,780.80 lakhs ; April 01, 2016 USD 12,000,000 equivalent to Rs. 7,959.60 lakhs)

- To Standard Chartered Bank, Bangladesh Branch for securing credit facilities to its subsidiary Norp Knit Industries Limited, Bangladesh for BDT 900,000,000 equivalent to INR 6,930.00 lakhs (March 31, 2017 : BDT 900,000,000 equivalent to Rs. 71,100.00 lakhs April 01 ,2016: BDT 775,000,000 equivalent to Rs. 6,432.50 lakhs)

Above Corporate Guarantees have been given for businesses purpose.

Notes

a-i) Pending resolution of the respective proceedings, it is difficult for the company to estimate the timings of cash outflows, if any, in respect of the above as it is determinable only on receipt of judgement/decisions pending with various forums/authorities.

a- ii) The company has reviewed all its pending litigations and proceedings and has adequately provided for where provisions are required and disclosed as contingent liabilities where applicable, in its financial statements. The company does not expect the outcome of these proceedings to have a materially adverse effect on its financial position. The company does not expect any reimbursements in respect of the above contingent liabilities.

VI) Terms and conditions of transactions with related parties

All the transaction with the related parties are made on terms equivalent to those that prevail in arm’s length transactions. Outstanding balances at the year-end are unsecured and interest free except the interest bearing loan and settlement occurs in cash.

NOTE 9 : FIRST TIME ADOPTION OF IND AS_

As stated in note 2 (a), the financial statements for the year ended 31 March 2018 would be the first annual financial statements prepared in accordance with Ind AS. For year up to and including the year ended March 31, 2017, the Company has prepared its financial statements in accordance with accounting standards notified under section 133 of the Companies Act 2013 and other relevant provisions of the Act (‘previous GAAP’).

Accordingly, the Company has prepared financial statements which comply with Ind AS applicable for periods ended 31 March 2018, together with the comparative period data as at and for the year ended 31 March 2017, as described in the summary of significant accounting policies. In preparing these financial statements, the Company’s opening balance sheet was prepared as at 1 April 2016, the Company’s date of transition to Ind AS. This note explains the principal adjustments made by the Company in restating its Indian GAAP financial statements, including the balance sheet as at 1 April 2016 and the financial statements as at and for the year ended 31 March 2017.

Exemptions applied

Ind AS 101 allows first-time adopters certain exemptions from the retrospective application of certain requirements under Ind AS. The Company has applied the following exemptions:

a) Mandatory exceptions

i) Estimates

The estimates at April 01, 2016 and at March 31, 2017 are consistent with those made for the same dates in accordance with Indian GAAP (after adjustments to reflect any differences in accounting policies, if any).

ii) De-recognition of financial assets:

The company has applied the de-recognition requirements in Ind AS 109 prospectively for transactions occurring on or after the date of transition to Ind AS.

iii) Classification and measurement of financial assets: i. Financial Instruments:

Financial assets like security deposits received and security deposits paid, has been classified and measured at amortised cost on the basis of the facts and circumstances that exist at the date of transition to Ind AS. Since, it is impracticable for the Company to apply retrospectively the effective interest method in Ind AS 109, the fair value of the financial asset or the financial liability at the date of transition to Ind AS by applying amortised cost method, has been considered as the new gross carrying amount of that financial asset or the financial liability at the date of transition to Ind AS.

iv) Impairment of financial assets: (Trade receivables and other financial assets)

At the date of transition to Ind AS, the Company has determined that there significant increase in credit risk since the initial recognition of a financial instrument would require undue cost or effort, the Company has recognised a loss allowance at an amount equal to lifetime expected credit losses at each reporting date until that financial instrument is derecognised (unless that financial instrument is low credit risk at a reporting date).

b) Optional exemptions

i. Deemed cost-Previous GAAP carrying amount: (PPE and Intangible) :

Ind AS 101 permits a first-time adopter to elect to continue with the carrying value for all of its property, plant and equipment as recognised in the financial statements as at the date of transition to Ind AS, measured as per the previous GAAP (Indian GAAP) and use that as its deemed cost as at the date of transition after making necessary adjustments for de-commissioning liabilities, if any. This exemption can also be used for Intangible Assets covered by Ind AS 38. Accordingly, the company has elected to measure all of its property, plant and equipment, capital work in progress and intangible assets at their previous GAAP carrying value.

ii. Leases :

Appendix C to Ind AS 17 requires the first-time adopter to assess whether a contract or arrangement contains a lease. In accordance with Ind AS 17, this assessment should be carried out at the inception of the contract or arrangement. However, the Company has used Ind AS 101 exemption and assessed all arrangements for embedded leases based on conditions in place as at the date of transition.

iii. Investment in subsidiaries :

Ind AS 101 provide an option to measure investments in subsidiaries at cost in accordance with Ind AS 27 at either fair value on date of transition or Previous GAAP carrying values. The Company has elected to use the carrying amount as its deemed cost on the date of transition to Ind AS.

iv. Foreign currency translation

Under Indian GAAP, the Group recognised translation differences on foreign operations in a separate component of equity. Under Ind AS, Cumulative currency translation differences for all foreign operations are deemed to be zero as at 1st April 2016. The resulting adjustment was recognised against retained earnings as at transition date.

v. Business combination

Ind AS 101 allows a first-time adopter not to apply Ind AS 21 Effects of changes in Foreign Exchange Rates retrospectively for business combinations that occurred before the date of transition to Ind AS. In such cases, where the entity does not apply Ind AS 21 retrospectively to fair value adjustments and goodwill, the entity treats them as assets and liabilities of the acquirer entity and not as the acquiree.

f) Footnotes to the reconciliation of equity as at April 01, 2016 and March 31, 2017 and profit or loss for the year ended March 31, 2018:

i. Carrying value of investment in subsidiaries in equity shares

Under previous GAAP, investment in subsidiaries were non current investments, hence were carried at cost. Whereas under Ind AS, Company has elected the option of carrying value of Investment in subsidiaries on the date of transition to Ind AS and using the carrying value as its deemed cost.

ii. Fair value of investment in preference shares of subsidiary

Under previous GAAP, investment in redeemable preference shares were non current investments, hence were carried at cost, whereas under Ind AS, the same are initially discounted and subsequently recorded at amortized cost at the end of every financial reporting period. Detail of investment in preference shares are given as here under:

iii. Fair value of investment in equity shares of entity other than subsidiary

Under previous GAAP, investment in equity shares were non current investments, hence were carried at cost, whereas under Ind AS, such investments has been classified and measured as fair value through profit and loss at each reporting date:

iv. Property, plant and equipment

On the date of transition, Opening balance of Land includes Rs. 452.29 lakhs on account of revaluation done on 31.03.2002 and the opening balance of Building includes Rs. 59.32 lakhs on account of reduction in revaluation done on 31.03.2002. However during the financial year ended March 31,2017, in compliance with para 32 of revised Accounting Standard(Previous GAAP)-10 “Property, Plant & Equipment” the Company adopted the option of cost model for recognition of fixed assets for entire class of property, plant and equipment and accordingly as per para 91 of the revised Accounting standard, the Company adjusted the existing revaluation reserve of Rs. 392.97 lakhs against the carrying amount of relevant items of property, plant and equipment. However with the applicability of Ind AS, Company has elected Ind AS 101 exemption and continue with the carrying value for all of its property, plant and equipment as its deemed cost as at the date of transition i.e. April 1, 2016.

v. Security deposit paid

Under Previous GAAP, the security deposits paid for lease rent are shown at the transaction value whereas under Ind AS, the same are initially discounted and subsequently recorded at amortized cost at the end of every financial reporting period. Accordingly, the difference between the transaction and discounted value of the security deposits paid is recognized as deferred asset and is amortized over the period of the lease term (along with current and noncurrent classification). Further, interest is accreted on the present value of the security deposits paid for lease rent (along with current and non- current classification).

vi. Security deposit received

Under Previous GAAP, the security deposits received for lease rent are shown at the transaction value whereas under Ind AS, the same are initially discounted and subsequently recorded at amortized cost at the end of every financial reporting period. Accordingly, the difference between the transaction and discounted value of the security deposits received is recognized as deferred liability and is amortized over the period of the lease term (along with current and non- current classification). Further, interest is accreted on the present value of the security deposits received for lease rent (along with current and non- current classification).

vii. Borrowings

As required under Ind AS 109 transactions cost incurred towards origination of borrowings have been deducted from the carrying amount of borrowings on initial recognition. These costs are recognised in the profit and loss over the tenure of the borrowing as interest expenses, computed using the effective interest rate method corresponding effect being in Long term borrowings and to the extent attributable to current maturity of long term debts.

Under the previous GAAP, these transaction costs were charged to statement of profit and loss as and when incurred. Consequently, borrowings as at transition date have been reduced with a corresponding adjustment to retained earnings.

viii. Proposed Dividend

Under Previous GAAP, proposed dividends and related dividend distribution tax was recognised as a provision in the year to which they relate, irrespective of when they are declared. Under Ind AS, dividends and related dividend distribution tax are recognised as a liability in the year in which it is approved by the shareholders in the Annual General Meeting of the Company.

ix. Excise Duty

Under Previous GAAP, excise duty was netted off against sale of goods. However, under Ind AS, excise duty is included in sale of goods and is separately presented as expense on the face of Statement of Profit and Loss. Thus, sale of goods under Ind AS has increased with a corresponding increase in expenses.

x. Lease equalisation payable

Under Previous GAAP, operating lease payments are recognized as an expense in the statement of profit and loss on a straight-line basis over the lease term. Whereas under Ind AS, lease equalisation reserve is derecognised as operating lease payments to the lessor are structured to increase in line with expected general inflation to compensate for the lessor’s expected inflationary cost.

xi. Lease Equalisation Receivable

Under Previous GAAP, operating lease payments are recognized as an income in the statement of profit and loss on a straight-line basis over the lease term. Whereas under Ind AS, lease equalisation reserve is derecognised as operating lease payments from the lessor are structured to increase in line with expected general inflation to compensate for the lessor’s expected inflationary cost.

xii. Prior period expenses

Under previous GAAP, Company has recognised expenses pertaining to period prior to transition date in the financial year 2016-17. This has been shown as a prior period expenses. However, Ind AS requires the Company to correct the prior period errors retrospectively by restating the comparative amounts for the prior period presented in the which the error occurred. Further, where the amount of prior period pertains to the period before the earliest prior period presented, opening balances of the earliest period presented are to be restated.

xiii. Fair valuation of mutual fund

Under previous GAAP, investment made in mutual funds shown as current investments are valued at fair value and corresponding Investment Revaluation Reserve was created, whereas under Ind AS, such investments has been classified and measured as fair value through profit and loss at each reporting date.

xiv. Employee benefits

Both under Previous GAAP and Ind AS, the Company recognised costs related to its post-employment defined benefit plan on an actuarial basis. Under Previous GAAP, the entire cost, including actuarial gains and losses, are charged to statement of Profit and Loss. Under Ind AS, re-measurements (comprising of actuarial gains and losses, the effect of the asset ceiling, excluding amounts included in net interest on the net defined benefit liability and the return on plan assets excluding amounts included in net interest on the net defined benefit liability) are recognised immediately in the books with a corresponding debit or credit to retained earnings through OCI.

xv. Income on corporate guarantee

Under previous GAAP, income on corporate guarantee was not recoginised in the statement of Profit and Loss whereas under Ind AS income on corporate guarantee measured at fair value issued to subsidiaries has been recoginised in the statement ofProfit and Loss.

xvi. Deferred tax

Previous GAAP requires deferred tax accounting using the income statement approach, which focuses on differences between taxable profits and accounting profits for the period. Ind AS 12 requires entities to account for deferred taxes using the Balance Sheet approach, which focuses on temporary differences between the carrying amount of an asset or liability in the Balance Sheet and its tax base. The application of Ind AS 12 approach has resulted in recognition of deferred tax on new temporary differences relating to various transition adjustments which are recognised in correlation to the underlying transaction either in retained earnings as a separate component in equity.

xvii. Other comprehensive income

Items of income and expense that are not recognised in profit and loss but are shown in ‘other comprehensive income’ includes re-measurements gain/(loss) of defined benefit plans. The concept of other comprehensive income did not exist under previous GAAP. As a consequence, re-measurement gain/(loss) of defined benefit plans has been regrouped from employee benefit expense to other comprehensive income.

NOTE 10 : IMPACT OF IMPLEMENTATION OF GOODS AND SERVICES TAX (GST) ON THE FINANCIAL STATEMENTS_

Consequent to the introduction of goods and services Tax (GST) with effect from 1 July 2017, VAT/Sales Tax, Excise Duty etc. have been subsumed into GST and accordingly the GST is not recognised as part of revenue from operations and excise duty as a seperate expense line item as per the requirements of Ind AS. This has resulted in lower reported revenue from operations in the current year in comparison to the revenue from operations reported under the pre-GST structure of indirect taxes. Accordingly, the Revenue from operations for the year ended March 31, 2018 are not comparable with year ended March 31, 2017 presented in the financial results which are reported inclusive of Excise Duty. The following additional information is being provided to facilitate such understanding:

NOTE 11 :

The Company has established a comprehensive system of maintenance of information and documents as required by the transfer pricing legislation under sections 92-92F of the Income Tax Act 1961. Since the law requires existence of such information and documentation to be contemporaneous in nature, the Company regularly updates the documentation for the International transactions entered into with the associated enterprises during the period as required under law. The Management is of the opinion that its international transactions are at arm’s length so that the aforesaid legislation will not have any impact on the financial statements, particularly on the amount of tax expense and that of provision for taxation for the year ended March 31, 2018.

NOTE 12:

No material events have occurred between the balance sheet date to the date of issue of these financial statements that could affect the values stated in the financial statements.

NOTE 13:

The company has reclassified previous year figures to conform to Ind AS Classification.

NOTE 14:

The balances of trade receivables, trade payables, financial assets and other assets given are subject to reconciliation and confirmation as on March 31, 2018 and have realisation in ordinary course of business atleast equal to amount at which they are stated in the financial statements.

NOTE 15:

Figures have been rounded off to the nearest lakhs upto two decimal places except otherwise stated.

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Mar 31, 2016

b) In the earlier years, the company had initiated the process of converting its leasehold land (situated at Plot A-3, Naraina, New Delhi) into freehold land. However, the deed is yet to be transferred in the name of the Company as at March 31, 2016.

c) The Opening balance of land includes Rs.45,229,131 on account of revaluation done on 31.03.2002.

d) The Opening balance of building includes Rs.5,932,276 on account of reduction in revaluation done on 31.03.2002.

e) The Cost of CWIP-Building Include Rs.993,055 (March 31, 2015 : Nil) being borrowing cost capitalized in accordance with Accounting Standard 16 (AS-16) on “Borrowing Cost”

f) The above assets includes Gross Block of Land of Rs.15,954,319 (March 31, 2015 : Rs.15,954,319) & Gross Block of Building of Rs.23,434,599 (March 31, 2015 : Rs.23,434,599) situated at Narshingpur, Tehsil District Gurgaon (Haryana) for which the Company has executed a construction project agreement with DLF Retail Developers Limited on November 30th 2007. However, as certified by the Management, the work has not started during the financial year 2015-16 due to pending receipt of license from the concerned authority.

NOTE 1: CONTINGENT LIABILITIES AND COMMITMENTS i) Corporate Guarantee given by the Company (as per Section 186(4) of the Companies Act 2013)

- To Canara Bank, Hong Kong Branch, for securing various credit facilities to its subsidiary Norwest Industries Limited for Nil (March 31,2015: USD 15,000,000 equivalent to INR 938,850,000)

- To ICICI Bank Limited, Hong Kong Branch, for securing the derivative limits to its step down subsidiary Norwest Industries Limited for Nil (March 31, 2015: USD 3,000,000 equivalent to INR 187,770,000)

- To Standard Chartered Bank, Hongkong Branch for securing credit facilities to its wholly owned subsidiary Pearl Global (HK) Limited, Hong Kong for USD 12,000,000 equivalent to INR 795,960,000 (March 31,2015 USD 12,000,000 equivalent to INR 751,080,000)

- To Standard Chartered Bank, Bangladesh Branch for securing credit facilities to its subsidiary Norp Knit Industries Limited, Bangladesh for BDT 775,000,000 equivalent to INR 643,250,000 (March 31,2015: BDT 560,000,000 equivalent to INR 442,400,000)

- Counter guarantee given by the Company to Axis Bank, Gurgaon for issue of Standby Letter of Credit to HSBC, Bangladesh for securing credit facilities to its subsidiary Norp Knit Industries Limited, Bangladesh for Nil (March 31,2015:USD 400,000 equivalent to INR 25,036,000)

ii) Export Bills Discounted with banks Rs.452,059,126 (March 31, 2015: Rs.442,187,091)

iii) Irrevocable letter of credit (net of margin) outstanding with banks Rs.620,416,450 (March 31, 2015: Rs.917,280,249)

iv) Bank Guarantee given to government authorities Rs.42,738,000 (March 31, 2015: Rs.60,355,500)

v) Counter Guarantees given by the Company to the Sales Tax Department for the enterprise over which Key Managerial

Personnel have Significant influence amounting to Rs.100,000 (March 31, 2015: Rs.100,000), for others Rs.50,000 (March 31, 2015: Rs.50,000).

vi) Claims against the Company not acknowledged as debts corresponding to:

- Case pending before ITAT (with respect to tax demand for A.Y. 2009-10) for which the Company has filed appeal amounting to Rs.7,347,870 (March 31, 2015: Nil)

- Tax Demand as per Sec 143(1) of Income Tax act , 1961 (with respect to Assessment Year 2014-15) amounting to Rs.2,786,040. (March 31, 2015: Nil)

- Several Legal Cases of labour pending at Labour Court, Civil Court and High Court.

NOTE 2:

In view of the management, the current assets, loans and advances have a value on realization in the ordinary courses of business at least equal to the amount, at which they are stated in the Balance Sheet as at March 31, 2016.

NOTE 3:

“There is no reportable segment of the company in view of the Accounting Standard -17 ‘Segment Reporting’ as issued under the Companies (Accounts) Rules,2014.“

NOTE 4:

The Company has established a comprehensive system of maintenance of information and documents as required by the transfer pricing legislation under sections 92-92F of the Income Tax Act 1961. Since the law requires existence of such information and documentation to be contemporaneous in nature, the Company regularly updates the documentation for the International transactions entered into with the associated enterprises during the period as required under law. The Management is of the opinion that its international transactions are at arm’s length so that the aforesaid legislation will not have any impact on the financial statements, particularly on the amount of tax expense and that of provision for taxation for the year ended March 31, 2016.

NOTE 5:

The balances of trade receivables and trade payables are subject to reconciliation and confirmation as on March 31, 2016. NOTE 37:

Previous year figures have been regrouped & reclassified wherever considered necessary.

NOTE 6:

Figures have been rounded off to the nearest rupee.

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Mar 31, 2015

NOTE 1: CONTINGENT LIABILITIES AND COMMITMENTS

i) Corporate Guarantee Given By The Company (as per Section 186(4) of the Companies Act 2013)

- To HSBC Limited, Indonesia for securing credit facilities to its step down subsidiary PT Pinnacle Industry, Indonesia for Nil (March 31, 2014: USD 2,500,000 equivalent to Rs. 150,250,000)

- To Standard Chartered Bank, Hong Kong for securing credit facilities to its step down subsidiary Norwest Industries Limited for Nil (March 31, 2014: :USD 21,052,840 equivalent to Rs. 1,265,275,684)

- To BNP Paribas, Hong Kong for letter of credit facility to its step down subsidiary Norwest Industries Limited for Nil (March 31,2014: USD 10,000,000 equivalent to Rs. 601,000,000)

- To Canara Bank, Hong Kong Branch, for securing various credit facilities to its subsidiary Norwest Industries Limited for USD 15,000,000 equivalent to Rs. 938,850,000 (March 31,2014: USD 15,000,000 equivalent to Rs. 901,500,000)

- To ICICI Bank Limited, Hong Kong Branch, for securing the derivative limits to its step down subsidiary Norwest Industries Limited for USD 3,000,000 equivalent to Rs.187,770,000 (March 31, 2014: USD 3,000,000 equivalent to Rs.180,300,000)

- To ICICI Bank Limited, Hong Kong Branch, for securing the credit limits to its step down subsidiary Norwest Industries Limited and Nor Lanka Manufacturing Limited for Nil (March 31,2014: USD 15,000,000 equivalent to Rs.901,500,000).

- To Punjab National Bank, Hong Kong Branch, for securing the credit limits to its step down subsidiary Norwest Industries Lim- ited Nil (March 31,2014: USD 30,000,000 equivalent to Rs. 1,803,000,000).

- To Standard Chartered Bank, Hongkong Branch for securing credit facilities to its wholly owned subsidiary Pearl Global (HK) Limited, Hong Kong for USD 12,000,000 equivalent to Rs. 751,080,000 ( March 31,2014: USD 8,200,000 equivalent to Rs.492,820,000)

- To Standard Chartered Bank, Bangladesh Branch for securing credit facilities to its subsidiary Norp Knit Industries Limited, Bangladesh for BDT 560,000,000 equivalent to Rs. 442,400,000 (March 31,2014: BDT 560,000,000 equivalent to Rs. 425,600,000)

- HSBC Bank Plc. UK for securing credit facilities to its subsidiary Poeticgem Limited, UK NIl (March 31,2014: GBP 12,050,000 equivalent to Rs.1,203,192,500)

- HSBC Invoice Finance (UK) Limited UK for securing credit facilities to its subsidiary Poeticgem Limited, UK Nil (March 31, 2014: GBP 5,000,000 equivalent to Rs. 499,250,000)

- Counter guarantee given by the Company to Axis Bank, Gurgaon for issue of Standby Letter of Credit to HSBC, Bangladesh for securing credit facilities to its subsidiary Norp Knit Industries Limited, Bangladesh for USD 400,000 equivalent to Rs. 25,036,000 (March 31, 2014: USD 400,000 equivalent to Rs. 24,040,000)

- To Intesa Sanpaolo S.P.A. Hongkong Branch for securing credit facilities to its step down subsidiary Norlanka Manufacturing Company Limited for USD Nil Equivalent to Nil (March 31, 2014: USD 10.00 Million equivalent to Rs.601,000,000)

- To Intesa Sanpaolo S.P.A. Hongkong Branch for securing credit facilities to its step down subsidiary Norwest Industries Limited with sublimit to Simple Approach Limited, Zamira Fashion Limited and /or spring near East Manufacturing Limited for USD Nil equivalent to Nil (March 31, 2014: USD 22.00 Million equivalent to Rs.1,322,200,000)

ii) Export Bills Discounted with banks Rs.442,187,091 (March 31,2014: Rs. 359,780,763)

iii) Irrevocable letter of credit outstanding with banks Rs. 917,280,249 (March 31,2014: Rs.919,723,355)

iv) Bank Guarantee given to government authorities Rs.60,355,500 (March 31,2014: Rs.86,081,000)

v) Counter Guarantees given by the company to the Sales Tax Department for its associate company Rs.100,000 (March 31, 2014: Rs.100,000), for others Rs.50,000 (March 31, 2014:Rs.50,000)

vi) Contingenet Liability: Claims against the Company not acknowledged as debts:

Case pending before ITAT (with respect to tax demand for AY 2009-10) for which the Company has fled appeal amounting to Rs.7,347,870.

NOTE 2:

In view of the management, the current assets, loans and advances have a value on realization in the ordinary courses of business at least equal to the amount, at which they are stated in the Balance Sheet as at 31st March, 2015.

NOTE 3:

There is no reportable segment of the company in view of the Accounting Standard -17 'Segment Reporting' as issued under the Companies (Accounts) Rules,2014.

NOTE 4:

The Company has established a comprehensive system of maintenance of information and documents as required by the transfer pricing legislation under sections 92-92F of the Income Tax Act 1961. Since the law requires existence of such information and documentation to be contemporaneous in nature, the Company regularly updates the documentation for the International transactions entered into with the associated enterprises during the period as required under law. The Management is of the opinion that its international transactions are at arm's length so that the aforesaid legislation will not have any impact on the financial statements, particularly on the amount of tax expense and that of provision for taxation for the year ended March 31, 2015.

NOTE 5:

The balances of trade receivables and trade payables are subject to reconciliation and confirmation as on March 31, 2015.

NOTE 6:

Previous year figures have been regrouped & reclassified where ever considered necessary.

NOTE 7:

Figures have been rounded off to the nearest rupee.

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Mar 31, 2014

1.1 Basis of Preparation

i) The financial statements of the Company have been prepared in compliance with Generally Accepted Accounting Principles in India ("GAAP") and mandatory accounting standard issued by the Companies (Accounting Standard) Rules 2006 (as amanded from time to time) the relevant provisions of the Companies Act, 1956 and other applicable statutes under the historical cost convention and on an accrual basis of accounting exept investment available for sale and held for trading is meausred at for value and land and building which is measure at revalued cost. The company has complied in all matiral respect with Accounting Standard notified under the Companies Act, 1956 read with general circular 8/2014 dated 4 April 2014 issued by the Ministry of Corporate Affair. The acounting policies adopted in the preparation of financial statements are consistent with those of previous year

2.2 Uses of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires making of estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets & liabilities at the date of financial statements and the reported amounts of revenues and expenses during the reporting year. Differences between the actual results and estimates are recognized in the Statement of Profit & Loss in the year in which the results are known /materialized.

Note 3: Employee Benefit Expense

(I) The Company has classified the various benefits provided to employees as under:-

(i) Defined Contribution Plan

The company makes contribution towards provident fund & employee state insurance (ESI) as defined contribution retirement plan for qualifying employees. The provident fund plan is operated by the Regional Provident Fund Commissioner and the company contribute a specified percentage of payroll cost to the said schemes to fund the benefits.

Durint the year, the company recognized Rs. 23,866,590 (March 31,2013: Rs. 23,967,776) for provident fund contributions & Rs. 9,302,594 (March 31, 2013 : Rs. 10,083,333) for ESI in the Statement of Profit and Loss The contributions payable to these plans by the company are at rates specified in the rules of the schemes.

(ii) Defined Benefit Plan: It includes:

a) Contribution to Gratuity Fund maintained by Life Insurance Corporation of India in case of Gurgaon Division (Funded)

b) Gratuity in case of Chennai Division (Unfunded)

c) Leave encashment/Compensated absence (Unfunded)

In accordance with Accounting Standard 15 (revised 2005), an acturial valuation is carried out in respect of aforesaid defined benefit plans and other long term benefits based on the assumption given in the table with subheading ''e'' below. The present value of obligation is determine based on actuarial valuation using the Projected Unit Credit Method, which recognizes each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation. The obligation for leave encashment is recognized in the same manner as gratuity.

Note 4: Contingent Liabilities and Commitments i) Corporate Guarantee given by the Company

- To UCO Bank, Hong Kong for securing trade finance limits to its step down subsidiary Norwest Industries Ltd, Hong Kong for Rs. NIL (March 31,2013: HKD 300 Million equivalent to Rs. 2,097,000,000 & GBP 40 million equivalent to Rs. 3,292,800,000).

- To HSBC Limited, Indonesia for securing credit facilities to its step down subsidiary PT Pinnacle Industry Indonesia for USD 2,500,000 equivalent to Rs. 150,250,000 (March 31,2013: USD 2,500,000 equivalent to Rs. 135,975,000).

- To HSBC, Hong Kong for securing credit facilities to its step down subsidiaries Norwest Industries Ltd., Simple Approach Ltd. and Zamira Fashion Ltd for Rs. NIL (March 31, 2013: HKD 330 million equivalent to Rs. 2,306,700,000)

- To Standard Chartered Bank, Hong Kong for securing credit facilities to its step down subsidiary Norwest Industries Ltd for USD 21,052,840 equivalent to Rs. 1,265,275,684/ - (March 31, 2013: : USD 21,052,840 equivalent to Rs. 1,145,063,968).

- To HSBC, Bangladesh for securing various credit facilities to its subsidiary Norp Knit Industries Ltd. for Rs. NIL (March 31, 2013: BDT 1,673,367,000 equivalent to Rs. 1,137,889,560).

- To BNP Paribas, Hong Kong for letter of credit facility to its step down subsidiary Norwest Industries Ltd. for USD 10,000,000 equivalent to Rs. 601,000,000 (March 31, 2013: USD 10,000,000 equivalent to Rs. 543,900,000)

- To Canara Bank, Hong Kong Branch, for securing various credit facilities to its subsidiary Norwest Industries Ltd. for USD 15,000,000 equivalent to Rs. 901,500,000 (March 31, 2013: USD 15,000,000 equivalent to Rs. 815,850,000)

- To Bank of Baroda, Hongkong, for securing credit facilities to its step down subsidiary Simple Approach Ltd. for Rs. NIL (March 31, 2013: USD 4,000,000 equivalent to Rs. 217,560,000).

- To Bank of Baroda, Hongkong, for securing credit facilities to its step down subsidiary Norwest Industries Ltd. for Rs. NIL (March 31,2013: USD 15,000,000 equivalent to Rs. 815,850,000).

- To ICICI Bank Limited, Hong Kong Branch, for securing the derivative limits to its step down subsidiary Norwest Industries Ltd. for USD 3,000,000 equivalent to Rs. 180,300,000 (March 31,2013: USD 3,000,000 equivalent to Rs. 163,170,000).

- To ICICI Bank Limited, Hong Kong Branch, for securing the credit limits to its step down subsidiary Norwest Industries Ltd. and Nor Lanka Manufacturing Limited for USD 15,000,000 equivalent to Rs. 901,500,000 (March 31, 2013: USD 15,000,000 equivalent to Rs. 815,850,000).

- To Punjab National Bank, Hong Kong Branch, for securing the credit limits to its step down subsidiary Norwest Industries Ltd. for USD 30,000,000 equivalent to Rs. 1,803,000,000 (March 31,2013: USD 30,000,000 equivalent to Rs. 1,631,700,000)

- To Intesa Sanpaolo S.p.A, Hongkong Branch for securing credit facilities to its step down subsidiary Norwest Industries Ltd. or Simple Approach Ltd. or

Zamira Fashions Ltd, Hong Kong for Rs. NIL (March 31,2013: USD 18,000,000 equivalent to Rs. 979,020,000).

- To Standard Chartered Bank, Hongkong Branch for securing credit facilities to its wholly owned subsidiary Pearl Global (HK) Ltd, Hong Kong for USD 8,200,000 equivalent to Rs. 492,820,000 (March 31,2013: USD 8,200,000 equivalent to Rs. 445,998,000).

- To Standard Chartered Bank, Bangladesh Branch for securing credit facilities to its subsidiary Norp Knit Industries Ltd, Bangladesh for BDT 560,000,000 equivalent to Rs. 425,600,000 (March 31, 2013: BDT 560,000,000 equivalent to Rs. 380,800,000).

- HSBC Bank Plc. UK for securing credit facilities to its subsidiary Poeticgem Ltd., UK for GBP 12,050,000 equivalent to Rs. 1,203,192,500 (March 31,2013: NIL).

- HSBC Invoice Finance (UK) Limited UK for securing credit facilities to its subsidiary Poeticgem Ltd., UK for GBP 5,000,000 equivalent to Rs. 499,250,000 (March 31, 2013: NIL).

- Counter gurantee given by the Company to Axis Bank, Gurgaon for issue of Standby Letter of Credit to HSBC, Bangladesh for securing credit facilities to its subsidiary Norp Knit Industries Ltd Ltd, Bangladesh for USD 400,000 equivalent to Rs. 24,040,000 (March 31,2013: USD 200,000 equivalent to Rs. 10,878,000).

ii) Claims against the Company not acknowledged as debts and other matters Rs.219,281 (March 31, 2013: Rs. 1,061,474).

iii) Export Bills Discounted with banks Rs. 187,899,296 (March 31, 2013: Rs. 301,478,818).

iv) Irrevocable letter of credit outstanding with banks Rs. 919,723,355 (March 31, 2013: Rs. 714,716,962)

v) Bank Guarantee given to government authorities Rs. 86,081,000 (March 31, 2013: Rs. 94,907,000).

vi) Counter Guarantees given by the company to the Sales Tax Department for its associates company Rs. 100,000 (March 31,2013: Rs. 100,000), for others Rs.50,000 (March 31,2013: Rs. 50,000).

D. Scheme of Arrangement

During the year, consequent upon sanction of "Scheme of Arrangement" (the Scheme), for demerger of the Sourcing, Distribution and Marketing Business of the Company (hereinafter referred as ''Demerged Undertaking'') into PDS Multinational Fashions Limited (''Transferee Company''), as approved by the Hon''ble High Court of Delhi vide its Order dated March 10, 2014 u/s 394(2) of the Companies Act, 1956 and subsequent filing of said Order with the Registrar of Companies, NCT of Delhi & Haryana on May 13, 2014 being the ''Effective Date'', the financial statements of the Company have been prepared in accordance with the relevant clauses of the Scheme as under:-

i) The demerger has been accounted for under the "pooling of interest" method as prescribed by the Accounting Standard (AS-14) of the Company (Accounting Standards) Rules, 2006. Accordingly, for the year ended March 31, 2014, all assets and liabilities of the ''Demerged Undertaking'' have been transferred to the Transferee Company at the book values with effect from April 01,2012 being the Appointed Date'' resulting into a reduction in ''Share Premium Account'' by Rs. 10,677.74 Lacs. Further, there is no difference in accounting policies between the Company and the Transferee Company; hence no adjustments have been made.

ii) In effect of scheme above, the financial results of the Company for the current & previous year does not includes the transactions of ''Demergerd Undertaking'' as under:

As a result of above, the figures for the current year are not comparable with those of the previous year ended March 31,2013.

Note 5: Lease a) Asset Given on Lease

(i) Minimum Lease Payments Receivables

The company has given certain assets on operating lease and lease rent (income) amounting to Rs. 73,136,469 (March 31,2013 : Rs. 65,129,536) has been credited in the Statement of Profit & Loss. The future minimum lease payments receivable and detail of assets as at March 31, 2014 are as under:

(iii)In pursuance with Para 23 of AS-19, "Leases" issued by Companies (Accounting Standard) Rules 2006, lease rent under operating leases is recognized under statement of profit and loss on straight line basis over the lease term. Accordingly Lease Equalisation Asset of Rs. 6,727,863 as on March 31, 2014 has been created.

b) Asset Taken on Lease

(i) Minimum Lease Payments Payables

The company has taken certain assets on non-cancelable operating lease and lease rent charged to Statement of Profit & Loss amounts to Rs. 63,279,892 (March 31, 2013: Rs. 54,505,272). The details of future minimum lease payments is as under:

(ii) In pursuance with Para 23 of AS-19, "Leases" issued by Companies Accounting Standard rules 2006, lease rent under operating leases is recognized under statement of profit and loss on a straight line basis over the lease term. Accordingly Lease Equalisation Liability account of Rs. 5,432,810 has on March 31,2014 has been created

Note 6: Currency Derivatives

The company utilizes currency derivatives to hedge significant future transactions and cash flows and is a party to a variety of foreign currency contracts and options in the management of its exchange rate exposures. The Company has no outstanding derivative financial instrument as at the balance sheet date except for forward currency contracts as below:

Forward Currency Contracts

a) As at the balance sheet date, the total amounts (notional) of outstanding forward foreign exchange contracts that the company has committed are as under:

These commitments have been entered into by the Company to hedge against future payments to suppliers and receipts from customers in the ordinary course of business. These arrangements are designed to address significant exchange exposures and are reviewed/ renewed by the Management on a revolving basis as required.

b) The terms of the forward currency contracts has been negotiated to match the terms & commitments of receivables and payables. The cash flow hedges of the expected future receivables/ payables in April 2014 to March 2015 is assessed at a profit of Rs. 25,621,584 (March 31, 2013 : Loss of Rs. 43,978,918) as on reporting date.

Note 7: In view of the management, the current assets, loans and advances have a value on realization in the ordinary courses of business at least equal to the amount, at which they are stated in the Balance Sheet as at 31st March, 2014.

Note 8: There is no reportable segment of the company in view of the Accounting Standard -17 ''Segment Reporting'' as issued by the Companies (Accounting Standards) Rules, 2006

Note 9: The Company has established a comprehensive system of maintenance of information and documents as required by the transfer pricing legislation under sections 92-92F of the Income Tax Act 1961. Since the law requires existence of such information and documentation to be contemporaneous in nature, the Company is in process of updating the documentation for the International transactions entered into with the associated enterprises during the period as required under law. The Management is of the opinion that its international transactions are at arm''s length so that the aforesaid legislation will not have any impact on the financial statements, particularly on the amount of tax expense and that of provision for taxation

Note 10: Previous year figures have been regrouped & reclassified whereever necessary.

Note 11: Figures have been rounded off to the nearest rupee.

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Mar 31, 2013

1. Corporate Information

Pearl Global Industries Limited is a public limited company domiciled in India and incorporated under the provisions of the Companies Act,1956. The company is primarily engaged in manufacturing, sourcing and export of ready to wear apparels through its facilities and operations in India and sourcing overseas. It''s shares are listed in India on Bombay Stock Exchange and National Stock Exchange.

Note 2

2.1 Basis of Preparation

The financial statements of the Company have been prepared in compliance with Accounting Standards issued by the Companies (Accounting Standards) Rules,2006, the relevant provisions of the Companies Act, 1956 and other applicable statutes under the historical cost convention and on an accrual basis of accounting in accordance with Generally Accepted Accounting Principles (GAAP) except investment available for sale and held for trading is measured at fair value and land and building which is measured at revalued cost.

2.2 Uses of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires making of estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets & liabilities at the date of financial statements and the reported amounts of revenues and expenses during the reporting year. Differences between the actual results and estimates are recognized in the Statement of Profit & Loss in the year in which the results are known /materialized.

Note 3: In view of the management, the current assets, loans and advances have a value on realization in the ordinary courses of business at least equal to the amount, at which they are stated in the Balance Sheet as at 31st March, 2013.

Note 4: There is no reportable segment of the Company in view of the Accounting Standard -17 ''Segment Reporting'' as issued by the Companies (Accounting Standards) Rules, 2006.

Note 5: Amount rounded off to the nearest rupee.

Note 6: The process of obtaining balance confirmation from trade payables & trade receivables is an ongoing process and as at March 31st, 2013, the Company is in process of receiving the confirmation from the parties.

Note 7: Previous year figures have been regrouped & reclassified whereever considered necessary.

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Mar 31, 2012

1. Corporate Information

Pearl Global Industries Limited (Formerly House of Pearl Fashion Limited) is a public limited company domiciled in India and incorporated under the provisions of the Companies Act,1956. The company is primarily engaged in manufacturing, sourcing and export of ready to wear apparels through its facilities and operations in India and sourcing overseas. It's shares are listed on BSE and NSE in India.

2.1 Basis of Preparation

i) The financial statements of the Company have been prepared in compliance with Accounting Standards issued by the Companies (Accounting Standards) Rules,2006, the relevant provisions of the Companies Act, 1956 and guideline issued by the Security Exchange Board of India under the historical cost convention and on an accrual basis of accounting in accordance with Generally Accepted Accounting Principles (GAAP) except investment available for sale and held for trading is measured at fair value and land and building which is measured at revalued cost. However the financial statements of foreign subsidiaries have been prepared in compliance with the local laws and applicable accounting standards. Necessary adjustments for material variances in the accounting policies, wherever applicable, have been made in the consolidated financial statements.

ii) The accounting policies adopted for preparation of financial statements are consistent with those of previous year, except for the change in accounting policy explained para 2.3 (a) below.

2.2 Uses of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires making of estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets & liabilities at the date of financial statements and the reported amounts of revenues and expenses during the reporting year. Differences between the actual results and estimates are recognized in the year in which the results are known /materialized.

a. Terms/rights attached to equity shares

The company has only one class of equity shares having per value of Rs. 10 per share. Each holder of equity shares is entitled to one vote per share.

In the event of liquidation of the company the holders of equity shares will be entitled to receive remaining assets of the company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

a) Vehicle loans are secured against hypothecation of respective vehicles.

b) Term loan from Axis bank is secured by equitable mortgage on property situated at plot no. 21/13-X, Block-A, Naraina Industrial Area, Phase-II, NewDelhi owned and guaranteed by the promoter directors of the company repayable Rs. 909,600 p.m.byjanuary2016.

c) Rupee term loan from UCO Bank is secured by exclusive first charge on the movable/ immovable assets purchased from proceeds of term loan (including exclusive charge on the superstructure built on land at D-6/III, Phase II, MEPZ, Chennai and first charge on immovable property situated at 446, Phase V, Udyog Vihar, Gurgaon, guaranteed by a promotor director and repayable quarterly Rs. 3,025,000 byjanuary 2013.

d) Rupee term loan from Punjab National Bank is secured by exclusive charge on the movable/ immovable assets purchased from proceeds of term loan (including exclusive charge on the land & building located at Plot No.51, Sector 32, Gurgaon guaranteed by promotor director and repayable Rs. 5,000,000 quarterly by November 2015.

e) Rupee term loan & corporate loan from Yes Bank Ltd. are secured by first charge on movable assets of the company and exclusive charge on immovable property located at Plot No. 10; sector - 5, Growth center, Bawal and at Plot No. 751; sector 37 - II, Pace City Gurgaon. During the year, the company has fully repaid all such loans with Yes Bank.

Working Capital Loans including bill discounting under consortium of Banks which are secured by first pari-passu charge on present and future movable fixed assets comprising vehicle, furniture and fixtures, disposable fixed assets, stocks of raw material, stocks in process, stores & spares, bill receivable & book debts, guaranteed by a promotor director of the company and mortgage of the properties situated at Plot No.H-597-603, RICCO Industrial Area, Bhiwadi, Alwarand Plot No.16-17, Phase-VI, Udyog Vihar, Gurgaon.

* Pursuant to amendments to schedule VI to Companies Act, 1956 vide notification number GSR 719 (E) dated November 16,2007, there is no amount due as of March 31,2012 due to Micro, small & medium enterprises as defined in Industries (Development and Regulation) Act, 1951.

** It does not include any amount due to be transferred to Investor Education and Protection Fund.

*** Others include Statutory Dues

1. CWIP includes pre-operative expenses of Rs. 4,185,753 (Previousyear: 3,874,753 )

2. During last year, the company had initiated the process of converting its leasehold land into freehold land.

3. Opening balance of land includes Rs.45,229,131 on account of revaluation on 31.03.2002 .

4. Opening balance of building includes Rs.5,932,276 on account of reduction in revaluation on 31.03.2002 .

5. Capital work in progress include Rs. Nil (March 31, 2011 10,104,849 ) being borrowing cost capitalised in accordance with Accounting Standard AS-16 on "Borrowing Cost" as specified in the Companies Accounting Standard Rules 2006.

6. The above includes the amount of Land of Rs, 15,954,319 & Building of Rs. 14,890,483 situated at Narshingpur, Tehsil District gurgaon for which the company has executed an agreement for the construction of commercial project with DLF Retail Developers Ltd. on 30th November,2007. However, as certified by the management.theworkhas notstrarted duringthe financial year 2011-12.

Employee Benefits

The Company has classified the various benefits provided to employees as under:-

(I) Defined Contribution Plan

The company makes contribution towards provident fund to a defined contribution retirement benefit plan for qualifying employees. The provident fund plan is operated by the Regional Provident Fund Commissioner and the company is required to contribute a specified percentage of payroll cost to the retirement benefit schemes to fund the benefits.

The company recognized Rs. 20,239,167.44 (Previous Year: Rs. 1,041,262) for provident fund contributions in the profit and loss account. The contributions payable to these plans by the company are at rates specified in the rules of the schemes.

(II) Defined Benefit Plan

The present value of obligation is determine based on actuarial valuation using the Projected Unit Credit Method, which recognizes each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligations. The obligation for leave encashment is recognized in the same manner as gratuity.

Note 3: Contingent Liabilities and Commitments

a) Contingent Liabilities

1 Corporate Guarantee given by the company to UCO Bank, Hong Kong tor securing trade finance limits to its step down subsidiary Norwest Industries Ltd, Hong Kong for HKD 300 million equivalent to Rs. 2,004,000,000/-& GBP 40 Million equivalent to Rs. 3,272,000,000/-( Previous Year: HKD 280 million equivalent to Rs.1,626,800,000 & GBP 30 Million equivalent to Rs.2,157,900,000).

2 Corporate Guarantee given by the company to HSBC Limited, Indonesia for securing credit facilities to its step down subsidiary PT Norwest Industry, Indonesia for USD 2,500,000/- equivalent to Rs. 127,900,000/- (PreviousYear: USD 2,500,000/- equivalent toRs. 111,625,000 ).

3 Corporate Guarantee given by the company to THE CIT GROUP / COMMERCIAL SERVICES INC, New York for working capital and letter of credit facilities to its wholly owned subsidiary M/s House of Pearl Fashions (US) Ltd for USD 400,000 equivalent to Rs. 20,464,000/- (PreviousYear: USD 400,000 equivalent to Rs. 17,860,000).

4 Corporate Guarantee given by the company to HSBC, Hong Kong for HKD 330 Million, equivalent to Rs 2,204,400,000/- for securing credit facilities to its step down subsidiaries Norwest Industries Ltd., Simple Approach Ltd. and Zamira Fashion Ltd (PreviousYear:- HKD 300 Million, equivalent to Rs. 1,743,000,000 ).

5 Corporate Guarantee given by the company to Standard Chartered Bank, Hong Kong for USD 25,800,000 equivalent to Rs. 1,319,928,000/- for securing credit facilities to its step down subsidiary Norwest Industries Ltd(Previous Year: USD 16,928,000 equivalent to Rs. 755,835,200).

6 Corporate guarantee given by the company to HSBC, Bangladesh for BDT 1.673.367.000 equivalent to Rs. 1,037,487,540/- for securing various credit facilities to its subsidiary Norp Knit Industries Ltd (Previous Year: BDT 889,760,000 equivalent to Rs. 542,753,600).

7 Corporate Guarantee given by the company to THE CIT GROUP / COMMERCIAL SERVICES INC, New York for credit facilities to its subsidiary Depa International Inc. merged with House of Pearl Fashions (US) Ltd, a wholly owned subsidiary for USD 1.000.000 equivalent to Rs. 51,160,000/- (Previous Year: 1,000,000 equivalent to Rs.44,650,000).

8 Corporate Guarantee given by the company to BNP Paribas, Hong Kong for letter of credit facility to its step down subsidiary Norwest Industries Ltd. for USD 8,500,000 equivalent to Rs. 43,486,000/- (Previous Year: USD 6,250,000 equivalent to Rs.279,062,500).

9 Corporate Guarantee given by the company to Canara Bank, Hong Kong Branch, for securing various credit facilities to its subsidiary Norwest Industries Ltd. for USD 15.000.000 equivalent to Rs. 767,400,000/-. (PreviousYear: USD 3,000,000 equivalent to Rs. 133,950,000).

10 Corporate Guarantee given by the company to Bank of Baroda, Hongkong, for securing credit facilities to its step down subsidiary Simple Approach Ltd. for Nil (PreviousYear: USD 4,000,000 equivalent to Rs.178,600,000 ). - EXPIRED ON 21.07.2011.

11 Corporate Guarantee given by the company to Bank of Baroda, Hongkong, for securing credit facilities to its step down subsidiary Norwest Industries Ltd. for USD 15.000.000 equivalent to Rs. 767,400,000/-(Previous Year: USD 5,000,000 equivalent to Rs.223,250,000).

12 Corporate Guarantee given by the company to Bank of India, Hongkong Branch for securing credit facilities to its step down subsidiary Simple Approach Ltd. for USD 2.500.000 equivalent to Rs.127,900,000/-(PreviousYear: USD 2,500,000 equivalent to Rs.111,625,000).

13 Corporate Guarantee given by the company to Intesa Sanpaolo S.p.A, Hongkong Branch for securing credit facilities to its step down subsidiary Norwest Industries Ltd. for Nil (Previous year USD 18,000,000 equivalent to Rs.803,700,000 ) -Cancelled during the year.

14 Corporate Guarantee given by the company to Intesa Sanpaolo S.p.A, Hongkong Branch for securing credit facilities to its step down subsidiary Simple Approach Ltd. for Nil (PreviousYear: USD 3,000,000 equivalent to Rs.133,950,000).-Cancelled during the year.

15 Corporate Guarantee given by the company to Intesa Sanpaolo S.p.A, Hongkong Branch for securing credit facilities to its step down subsidiary Zamira Fashion Ltd. for Nil. (PreviousYear: USD 3,000,000 equivalent to Rs.133,950,000 (.-Cancelled during the year.

16 Corporate Guarantee given by the company to Intesa Sanpaolo S.p.A, Hongkong, Branch for securing credit facilities to its step down subsidiary Nor Lanka Manufacturing Ltd. for USD 6,000,000 equivalent to Rs. 306,960,000/- (PreviousYear: USD 6,000,000 equivalent to Rs.267,900,000).

17 Corporate Guarantee given by the company to ICICI Bank Limited, Hong Kong Branch, for securing the derivative limits to its step down subsidiary Norwest Industries Ltd. for USD 3,000,000 equivalent to Rs. 153,480,000 (PreviousYear: NIL).

18 Corporate Guarantee given by the company to ICICI Bank Limited, Hong Kong Branch, for securing the credit limits to its step down subsidiary Norwest Industries Ltd. and Nor Lanka Manufacturing Limited for USD 15,000,000 equivalent to Rs. 767,400,000/- (PreviousYear: NIL).

19 Corporate Guarantee given by the company to Punjab National Bank, Hong Kong Branch, for securing the credit limits to its step down subsidiary Norwest Industries Ltd. forUSD 30,000,000 equivalent to Rs. 1,534,800,000/-. (PreviousYear: NIL).

20 Corporate Guarantee given by the company to Intesa Sanpaolo S.p.A, Hongkong Branch for securing credit facilities to its step down subsidiary Norwest Industries Ltd. or Simple Approach Ltd. or Zamira Fashions Ltd, Hong Kong for USD 18,000,000 equivalent to Rs.920,880,000(Previous Year: Nil).

21 Claims against the Company not acknowledged as debts and other matters Rs. 1,061,474/-(PreviousYear: Rs. NIL).

22 Export Bills Discounted with banks Rs. 380,521,957/- (PreviousYear Rs. NIL/-).

23 Irrevocable letter of credit outstanding with banks Rs. 851,898,710 (Previous Year NIL).

24 Bank Guarantee given to government authorities Rs. 55,002,000 (Previous Year Rs. NIL).

25 Counter Guarantees given by the company to the Sales Tax Department for its associates company Rs.100,000/-(PreviousYear:NIL), for others Rs.50,000/-( Previous Year:Rs.NIL).

b) Commitments

1 Estimated amount of contracts remaining to be executed on capital account (net of advances); Rs. 2,554,365 (March 31,2011: Rs. Nil).

Note 4 Scheme of Arrangement

During the current year, consequent upon sanction of Scheme of Amalgamation of Pearl Global Limited ('Transferor Company') with the Company ('Transferee Company'), as approved by the Hon'ble High Court of Delhi vide its Order dated 11th November, 2011 u/s 394 of the Companies Act, 1956 and necessary filing of said Order with the Registrar of Companies, NCT of Delhi & Haryana on 19th January, 2012 being the 'Effective Date' when the scheme has become effective, the Transferor Company has been merged with the company and the financial statements of the merged company have been prepared in accordance with the relevant clauses of the said scheme as under:-

a) Upon the Scheme became effective, the entire business of Transferor Company including all property, assets and liabilities stand transferred to and vested in the Company with effect from 1st April 2010 being the "Appointed Date.

b) The amalgamation has been accounted for under the "pooling of interest" method as prescribed by the Accounting Standard (AS-14) of the Company (Accounting Standards) Rules, 2006. Accordingly, the assets, liabilities and reserves of transferor companies as at close of business on 31st March 2010 have been recorded in the company at the same values. There is no difference in Accounting Policies between transferor Company and the company; hence no material adjustments have been made.

c) The scheme inter alia provided for issuance of two fully paid up equity shares of face value of Rs. 10 each of Transferee Company to the share holders of Transferor Company for every three equity shares of face value of Rs. 10 each held in Transferor Company.

d) All inter-company balances between the Transferor Company and the company have been eliminated without any further obligations or rights in this behalf.

e. In view of the aforesaid amalgamation became effective during the current year, the previous year's figures of the company represent those of prior to the merger of Transferor Company. Therefore, the figures for the current year are not comparable with those of the previous year.

Note 6: Currency Derivatives

The company utilizes currency derivatives to hedge significant future transactions and cash flows and is a party to a variety of foreign currency contracts and options in the management of its exchange rate exposures.

The Company has no outstanding derivative financial instrument as at the balance sheet date except for forward currency contracts as below:

Forward Currency Contracts - Cash Flow Hedges

a) As at the balance sheet date, the total notional amounts of outstanding forward foreign exchange contracts that the company has committed to are as below:

These commitments have been entered into to hedge against future payments to suppliers and receipts from customers in the ordinary course of business that will fall due in the period ending 31 March 2014.

b) The terms of the forward currency contracts has been negotiated to match the terms & commitments. The Cash Flow Hedges of the expected future sales in April 2012 to March 2014 value assessed at a loss of Rs. 150,831,448 (P.Y. Rs NIL) as on reporting date and this has been included in the hedging reserve.

These arrangements are designed to address significant exchange exposures and are renewed on a revolving basis as required.

'Extended a working capital loans of Rs. 18,998,125/- on a rolling basis to its subsidiary House of Pearl Fashions (US) Ltd. as an interim use of funds.

'Extended a temporary loan of Rs. 65,651,922/- for working capital to its subsidiary Pearl Global Limited as an interim use of funds.

'Extended a temporary loan of Rs. 17,565,300/- for working capital to its subsidiary Pearl Global (HK) Limited as an interim use of funds.

'Extended a temporary loan of Rs. 83,170,000/- for working capital to its subsidiary Norp Knit Industries Ltd as an interim use of funds.

Note 7: In view of the management, the current assets, loans and advances have a value on realization in the ordinary courses of business at least equal to the amount, at which they are stated in the Balance Sheet as at 31st March, 2012.

Note 8: There is no reportable segment of the company in view of the Accounting Standard -17 'Segment Reporting' as issued by the Companies (Accounting Standards) Rules, 2006

Note 9: The name of the company has been changed to Pearl Global Industries Limited pursuant to a 'Fresh Certificate of Incorporation' dated 20th March 2012 issued by the Registrar of Companies, NCT of Delhi and Haryana.

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Mar 31, 2011

1. Contingent Liabilities

(a) Corporate Guarantee given by the company to UCO Bank, Hong Kong for securing trade finance limits to its step down subsidiary Norwest Industries Ltd, Hong Kong for HKD 280 million equivalent to Rs.1,626,800,000 & GBP 30 Million equivalent to Rs.2,157,900,000 (Previous Year: HK$ 200 million equivalent to Rs.1,160,000,000 & GBP 19 Million equivalent to Rs.1,289,530,000).

(b) Corporate Guarantee given by the company to HSBC Limited, Indonesia for securing credit facilities to its step down subsidiary PT Norwest Industry, Indonesia for USD 2,500,000/- equivalent to Rs.111,625,000 (Previous Year: USD 2,500,000/- equivalent to Rs.112,575,000).

(c) Corporate Guarantee given by the company to THE CIT GROUP / COMMERCIAL SERVICES INC, New York for working capital and letter of credit facilities to its wholly owned subsidiary M/s House of Pearl Fashions (US) Ltd for USD 400,000 equivalent to Rs.17,860,000 (Previous Year: USD 400,000 equivalent to Rs.18,012,000).

(d) Corporate Guarantee given by the company to HSBC for HKD 300 Million, equivalent to Rs.1,743,000,000 for securing credit facilities to its step down subsidiaries Norwest Industries Ltd., Simple Approach Ltd. and Zamira Fashion Ltd(Previous Year:- HKD 300 Million, equivalent to Rs.1,740,000,000 ).

(e) Corporate Guarantee given by the company to Standard Chartered Bank, Hong Kong for USD 16,928,000 equivalent to Rs.755,835,200 for securing credit facilities to its step down subsidiary Norwest Industries Ltd(Previous Year :USD 16,928,000 equivalent to Rs.762,267,840).

(f) Corporate guarantee given by the company to HSBC, Bangladesh for BDT 889,760,000 equivalent to Rs.542,753,600 for securing various credit facilities to its subsidiary Norp Knit Industries Ltd (Previous Year: BDT 293,700,000 equivalent to Rs.193,842,000).

(g) Corporate Guarantee given by the company to THE CIT GROUP / COMMERCIAL SERVICES INC, New York for credit facilities to its subsidiary Depa International Inc. merged with House of Pearl Fashions (US) Ltd, a wholly owned subsidiary for USD 1,000,000 equivalent to Rs.44,650,000 (Previous Year: USD 6,000,000 equivalent to Rs. 270,180,000).

(h) Corporate Guarantee given by the company to BNP Paribas, for letter of credit facility to its subsidiary Norwest Industries Ltd. for USD 6,250,000 equivalent to Rs.279,062,500 (Previous Year: USD 4,750,000 equivalent to Rs.213,892,500).

(i) Corporate Guarantee given by the company to Canara Bank, HK Branch, for securing various credit facilities to its subsidiary Norwest Industries Ltd. for USD 3,000,000 equivalent to Rs.133,950,000 (Previous Year: USD 3,000,000 equivalent to Rs.135,090,000).

(j) Corporate Guarantee given by the company to Bank of Baroda, Hongkong, for securing credit facilities to its step down subsidiary Simple Approach Ltd. for USD 4,000,000 equivalent to Rs.178,600,000 (Previous Year: Nil ).

(k) Corporate Guarantee given by the company to Bank of Baroda, Hongkong, for securing credit facilities to its step down subsidiary Norwest Industries Ltd. for USD 5,000,000 equivalent to Rs.223,250,000 (Previous Year: Nil ).

(l) Corporate Guarantee given by the company to Bank of India, Hongkong, for securing credit facilities to its step down subsidiary Simple Approach Ltd. for USD 2,500,000 equivalent to Rs.111,625,000 (Previous Year: Nil).

(m) Corporate Guarantee given by the company to Intesa Sanpaolo S.p.A, Hongkong, Branch for securing credit facilities to its step down subsidiary Norwest Industries Ltd. for USD 18,000,000 equivalent to Rs.803,700,000 (Previous Year: Nil)

(n) Corporate Guarantee given by the company to Intesa Sanpaolo S.p.A, Hongkong, Branch for securing credit facilities to its step down subsidiary Simple Approach Ltd. for USD 3,000,000 equivalent to Rs.133,950,000 (Previous Year: Nil ).

(o) Corporate Guarantee given by the company to Intesa Sanpaolo S.p.A, Hongkong, Branch for securing credit facilities to its step down subsidiary Zamira Fashion Ltd. for USD 3,000,000 equivalent to Rs.133,950,000 (Previous Year: Nil).

(p) Corporate Guarantee given by the company to Intesa Sanpaolo S.p.A, Hongkong, Branch for securing credit facilities to its step down subsidiary Nor Lanka Manufactruing Ltd. for USD 6,000,000 equivalent to Rs.267,900,000 (Previous Year: Nil).

(q) Corporate Guarantee given by the company to ICICI Bank Limited, New Delhi for Rs.100,000,000/- for derivative limits to its subsidiary Pearl Global Limited (Previous Year: Rs.100,000,000/-).

(r) Corporate guarantee given by the company to HSBC for Rs.200,000,000/- for Import documentary credits and import deferred payment credits to its subsidiary Pearl Global Limited. (Previous Year: Rs.200,000,000/-).

(s) Corporate Guarantee given by the company to Development Credit Bank for USD 10,000,000/- equivalent to Rs.446,500,000 for derivatives/FX Forward Contact to its subsidiary Pearl Global Limited (Previous Year: USD 10,000,000/- equivalent to Rs. 450,300,000) .

(t) Corporate Guarantee given by the company to UCO Bank for Rs.50,000,000/- for Term Loan facilities to its Subsidiary Pearl Global Limited( Previous Year: Rs. 50,000,000/- both for Term loan and working capital facilities).

(u) Corporate Guarantee given by the company to UCO Bank for Rs.415,000,000/- for Working Capital Credit facilities to its Subsidiary M/s Pearl Global Limited.( Previous Year: Rs. 415,000,000/- both for Term loan and working capital facilities).

(v) Corporate Guarantee given by the company to Standard Chartered Bank for Rs.960,000,000/- for securing Fund and Non Fund Based credit facilities to its subsidiary Pearl Global Ltd (Previous Year: Rs.556,750,000/-).

(w) Corporate Guarantee given by the company to Standard Chartered Bank to secure derivative limits sanctioned to its subsidiary Pearl Global Ltd. for Rs.300,000,000/- (Previous Year: Rs.300,000,000/-).

(x) Corporate Guarantee given by the company to Ye s Bank for Rs.80,000,000/- for working capital facility to its subsidiary Pearl Global Ltd (Previous Year: Rs.130,000,000/-).

(y) Corporate Guarantee given by the company to Ye s Bank for Rs.132,500,000/- for Term Loan and Corporate Loan to its subsidiary Pearl Global Ltd. (Previous Year: Rs.132,500,000/-).

(z) Corporate Guarantee given by the company to Ye s Bank for Rs.100,000,000/- for Corporate Loan –II, to its subsidiary Pearl Global Ltd. (Previous Year: Nil).

(aa) Corporate Guarantee given by the company to DhanLaxmi Bank Limited, New Delhi for Rs.55,000,000/- for derivative limits to its subsidiary Pearl Global Limited (Previous Year: Rs. Nil ).

2. a) Vehicle loans are secured against hypothecation of respective vehicles.

b) Term loan from Axis bank is secured by equitable mortgage on property situated at plot no. 21/13-x, block-A, Naraina Industrial Area, Phase-II, New Delhi owned by promoter directors of the company and personal guarantee by the promoter directors.

4. Capital Commitments

Estimated amount of contracts remaining to be executed on capital account (Net of advances) Rs. NIL/- (Previous Year Rs. NIL)

9. Employee Benefits

The Company has adopted Accounting Standard 15 (revised 2005) 'Employee Benefits' as issued by the Companies (Accounting Standards) Rules,2006. The Company has classified the various benefits provided to employees as under:-

(i) Defined Contribution Plan

The company makes contribution towards provident fund to a defined contribution retirement benefit plan for qualifying employees. The provident fund plan is operated by the Regional Provident Fund Commissioner and the company is required to contribute a specified percentage of payroll cost to the retirement benefit schemes to fund the benefits. The company recognized Rs. 1,041,262 (Previous Year: Rs348,569) for provident fund contributions in the profit and loss account and Rs. Nil (Previous Year: Rs. 252,250) debited under the head "Capital work-in-progress towards the implementation cost of SAP. The contributions payable to these plans by the company are at rates specified in the rules of the schemes.

(ii) Defined Benefit Plan

The present value of obligation is determine based on actuarial valuation using the Projected Unit Credit Method, which recognizes each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligations. The obligation for leave encashment is recognized in the same manner as gratuity.

10. Related Party Disclosure

(1) Related party disclosure as required under Accounting Standard-"18" as issued by the Companies (Accounting Standards) Rules 2006 is given below:

a) Subsidiary Companies:

Domestic

Pearl Global Limited India

Lerros Fashions India Ltd. India

Overseas

Norp Knit Industries Limited Bangladesh

House of Pearl Fashions (US) Limited, USA

Multinational Textile Group Limited Mauritius

Global Textiles Group Limited Mauritius

Pacific Supply Chain Limited UK

Zamira Fashions ( Europe) Limited UK

Poeticgem Limited UK

Pacific Logistics Limited UK

FX Imports Company Limited UK

Magic Global Fashion Ltd. UK

Poetic Knitwear Limited UK

Norwest Industries Limited Hong Kong

Zamira Fashion Limited Hong Kong

FX Import Hongkong Ltd. Hong Kong

PG Group Limited (formerly known as Pearl Ges Ltd.) Hong Kong

Pearl GES Home Group Limited Hong Kong

Pearl Global Fareast Limited Hong Kong

Simple Approach Limited Hong Kong

Poeticgem (Canada) Limited Canada

PT Norwest Industry Indonesia

Pearl GES Home Group SPA, Chile

Nor Delhi Manufacturing Limited (formerly known as Magic Global Fahions Ltd.) Hong Kong

Nor Lanka Manufacturing Limited (formerly known as Poetic Hongkong) Hong Kong

Grand Pearl Trading Limited China

b) Associates: Domestic

Hopp Fashions India

Pearl Wears India

Vastras India

Little People Education Society India

Pearl Retail Solutions Pvt Ltd India

Deepak Seth & Sons (HUF) India

Pearl Apparels Limited India

Vau Apparels Pvt Ltd India

Nim International Commerce Pvt. Ltd. India

Overseas

Pallas Holdings Limited Mauritius

SACB Holdings Limited Mauritius

JSM Trading (FZE.) Dubai

Lerros Moden GMBH Germany

Premier Pearl Garment Joint Stock Co. Ltd. Vietnam

Superb Mind Holdings Limited Mauritius

Grupo Extremo SUR S.A. Chille

Fru Holdings Ltd. Mauritius

NAFS UK

c) key Management Personnel

Mr. Deepak Seth Chairman

Mr. Pallak Seth Vice Chairman

Mr. Pulkit Seth Managing Director

(II) The Following transactions were carried out with related parties in the ordinary course of business.

15. In view of the management, the current assets, loans and advances have a value on realization in the ordinary courses of business at least equal to the amount, at which they are stated in the Balance Sheet as at 31st March, 2011.

16. The company has not dealt in any derivative financial instrument during the year.

17. There is no reportable segment of the company in view of the Accounting Standard -17 'Segment Reporting' as issued by the Companies (Accounting Standards) Rules,2006.

19. During the current financial year company has disposed off entire investment in its subsidiary Nor Pearl Knitwear Ltd, for a total consideration of Rs.1034.45 Lacs as per RBI approval. This has resulted extra ordinary loss of Rs.292,383,045/- due to written off loans & loss on investment after adjusting the sales consideration of Rs.1034.45 Lacs during the current reported year.

20. Previous year figures have been regrouped/ recasted wherever necessary.

---

Mar 31, 2010

1. Contingent Liabilities

In case of House of Pearl Fashions Limited (Holding Company)

- Corporate Guarantee given by the company to UCO Bank, Hongkong for securing trade finance limits to its step down subsidiary Norwest Industries Ltd, Hong Kong for HKD 200 million equivalent to Rs. 1,160,000,000 & GBP 19 Million equivalent to Rs. 1,289,530,000 ( Previous Year: HK$ 150 million equivalent to Rs. 1,009,500,000 & GBP 14 Million equivalent to Rs. 1,038,240,000).

- Corporate Guarantee given by the company to MSBC Limited, Indonesia for securing credit facilities to its step down subsidiary PT Norwest Industry, Indonesia for USD 2,500,000 equivalent to Rs.112,575,000 (Previous Year: USD 2,500,000/- equivalent to Rs. 130,425,000).

- Corporate Guarantee given by the company to HSBC Limited, Bangladesh for securing working capital facility to its subsidiary Nor Pearl Knitwear Limited, Bangladesh for USD 4,525,000 equivalent to Rs. 203,760,750 (Previous Year USD 4,525,000/- equivalent to Rs. 236,069,250).

- Corporate Guarantee given by the company to THE CIT GROUP / COMMERCIAL SERVICES INC, New York for working capital and letter of credit facilities to its wholly owned subsidiary M/s House of Pearl Fashions (US) Ltd for USD 400,000 equivalent to Rs.18,012,000 (Previous Year: USD 400,000 equivalent to Rs. 20,868,000).

- Corporate Guarantee given by the company to HSBC for HKD 300 Million, equivalent to Rs. 1,740,000,000 for securing credit facilities to its step down subsidiaries Norwest Industries Ltd., Simple Approach Ltd. and Zamlra Fashion Ltd (Previous Year: Rs. 2,019,000,000).

- Corporate Guarantee given by the company to Standard Chartered Bank, Hongkong for USD 16,928,000 equivalent to Rs. 762,267,840 for securing credit facilities to its step down subsidiary Norwest Industries Ltd (Previous Year :USD 16,928,000 equivalent to Rs. 883,133,760).

- Corporate guarantee given by the company to HSBC, Bangladesh for BDT 293,700,000 equivalent to Rs.193,842,000 for securing various credit facilities to Its subsidiary Norp Knit Industries Ltd (Previous Year: BDT 150,685,000 equivalent to Rs. 116,027,450).

- Corporate Guarantee given by the company to THE CIT GROUP / COMMERCIAL SERVICES INC, New York for credit facilities to its subsidiary Oepa International Inc. for USD 6,000,000 equivalent to Rs. 270,180,000 (Previous Year: NIL).

- Corporate Guarantee given by the company to BNP Paribas, for letter of credit facility to its subsidiary Norwest Industries Ltd. for USD 4,750,000 equivalent to Rs.213,892,500 (Previous Year: NIL).

- Corporate Guarantee given by the company to Canara Bank, HK Branch, for securing various credit facilities to Its subsidiary Norwest Industries Ltd. for USD 3,000,000 equivalent to Rs. 135,090,000 (Previous Year: NIL).

- Corporate Guarantee given by the company to ICICI Bank Limited, New Delhi for Rs. 100,000,000 for derivative limits to its subsidiary Pearl Global Limited (Previous Year: Rs.100,000,000).

- Corporate guarantee given by the company to HSBC for Rs.200,000,000 for Import documentary credits and import deferred payment credits to Its subsidiary Pearl Global Limited. (Previous Year: Rs.200,000,000).

- Corporate Guarantee given by the company to Development Credit Bank for USD 10,000,000/- equivalent to Rs.450,300,000 for derivatlves/FX Forward Contact to Its subsidiary Pearl Global Limited (Previous Year: USD 10,000,000/- equivalent to Rs. 521,700,000).

- Corporate Guarantee given by the company to UCO Bank lor Rs.50,000,000 lor Term Loan facilities to Its Subsidiary Pearl Global Limited (Previous Year: Rs. 150,000,000 both for Term loan and working capital facilities).

- Corporate Guarantee given by the company to UCO Bank for Rs.415,000,000 for Working Capital Credit facilities to Its Subsidiary M/s Pearl Global Limited. (Previous Year: Rs. 150,000,000 both for Term loan and working capital facilities).

- Corporate Guarantee given by the company to Standard Chartered Bank for Rs.556,750,000/- for securing Fund and Non Fund Based credit facilities to Its subsidiary Pearl Global Ltd (Previous Year: Rs. 410,000,000).

- Corporate Guarantee given by the company to Standard Chartered Bank to secure derivative limits sanctioned to its subsidiary Pearl Global Ltd. for Rs.300,000,000 (Previous Year: Rs.150,518,093).

- Corporate Guarantee given by the company to Yes Bank for Rs.100,000,000 for securing term loan facility to Its subsidiary Pearl Global Ltd (Previous Year: Rs. 100,000,000).

- Corporate Guarantee given by the company to Yes Bank for Rs.130,000,000/- for working capital facility to its subsidiary Pearl Global Ltd (Previous Year: NIL).

- Corporate Guarantee given by the company to Yes Bank for Rs.132,500,000/- for Term Loan to its subsidiary Pearl Global Ltd. (Previous Year: NIL).

- Corporate Guarantee given by the Company to Carat Media Services India Pvt. Ltd NIL in the current year (Previous Year Rs. 50,00,000)

- Counter Guarantee given by the company to Standard Chartered Bank, New Delhi for stand by Letter of Credit (SBLC) in favour of Geoffrey Beene, USA on behalf of wholly owned subsidiary House of Pearl Fashions (US) Ltd Is NIL in the current year (Previous Year: USD 285,000 equivalent to Rs. 14,868,450).

- Export bills discounted with banks Rs. NIL (Previous Year: Rs. 10,301,946) In case of Pearl Global Limited (Indian Subsidiary)

(a) Claims against the Company not acknowledged as debts and other matters Rs. 19,44,752 (Previous Year: Rs.3,413,854).

(b) Export Bills Discounted with banks Rs.377,250,832 (Previous Year Rs. 212,561,243).

(c) Counter Guarantees given by the company to the Sales Tax Department for Its associates company Rs.100,000 (Previous Year:Rs.100,000), for others Rs.50,000 (Previous YearRs.50,000).

(d) Guarantee given to government authorities in respect of facilities availed by holding co. & other parties Rs.200,000 (Previous Year Rs.200,000).

(e) Corporate Guarantee given by the company to Axis Bank for securing credit facility & term loan to Little People Education Society for Rs.111,254,000 (Previous Year 111,254,000).

In case of Lerros Fashions India Limited (Indian Subsidiary) Unexpired Letter of Credit Rs. 427,894 (Previous Year: 2,204,648)

In case of Norp Knit Industries Limited (Foreign Subsidiary) The contingent liability of Norp Knit Industries Limited is Rs. 100,584,000 (Previous year Rs. 88,642,400) in respect of letters of credit outstanding and Rs.1,244,100 (Previous Year: NIL) in respect of bank guarantee.

In case of Nor Pearl Knitwear Limited (Foreign Subsidiary)

The contingent liability of Nor Pearl Knitwear Limited Is Rs. NIL (Previous year Rs. 5,289,900) In respect of letters of credit outstanding and Rs 3,564,000 (Previous year 4,158,000) in respect of bank guarantee.

In case of Multinational Textile Group Limited and Its subsidiaries (Foreign subsidiary)

At 31 March 2010, the sub-subsidiaries have the following Contingent Liabilities: Poeticgem Limited

(a) The Sub-Subsidiarys banker, Royal Bank of Scotland pic have given a guarantee to H M Revenue & Customs amounting to Rs. 40,721,530 (Previous Year 31,302,000) on behalf of the Sub-subsidiary. The maximum liability of Poeticgem Limited to the bankers is 81,443,059 (Previous Year: 62,604,000).

(b) The Sub Subsidiarys bank has issued a letter of credit for Rs. 541,903,313 (Previous Year Rs. 423,829,706).

(c) The sub-subsidiary has extended an unlimited guarantee on the banking facilities of Its subsidiary company Pacific Logistics Limited. This guarantee Is supported by a debenture dated 17th August 2005. The Sub-subsidiarys maximum contingent liability under the guarantee as at 31st March 2010 Is Rs. 3,933,686 (Previous Year Rs. 4,682,988)

Norwest Industries Limited

Guarantee given to banks in connection with facilities granted to third parties Rs.68,119,403 (Previous Year Rs. 232,350,833).

FX Import Company Limited

Royal Bank of Scotland pic, has provided a guarantee on behalf of company to H M Revenue and Customs amounting to Rs.10,180,382 (Previous Year: NIL). Under this guarantee the maximum liability as at 31st March 2010 Is Rs.10,180,382 (Previous Year:

NIL).

Pacific Logistics Limited

Royal Bank ol Scotland pic, has provided a guarantee on behalf of company to H M

Revenue and Customs amounting to Rs.5,090,191 (Previous Year: NIL). Under this guarantee the maximum liability as at 31st March 2010 Is Rs. 5,090,191 (Previous Year:

NIL).

Company has also extended an unlimited guarantee on the banking facilities of Its parent company Poeticgem Limited.This guarantee Is supported by a debenture dated 17

August 2005.The Sub-subsidiarys maximum contingent liability under the guarantee as at 31 March 2010 is Rs.285,599,443 (Previous Year: NIL). Depa International Inc.

At 31 March 2010, Depa International Inc. had outstanding letters of credit amounting to a total of Rs. 47,716,175 (Previous Year 63,297,183). Simple Approach Limited

Contingent Liabilities related to Irrevocable letters of credit is Rs.246,451,442(Previous Year:Rs.251,538,333) and shipping guarantee is Rs.NIL (Previous Year Rs. 1,499,679). Zamira Fashion Limited

Contingent Liabilities related to Irrevocable letters of credit is Rs.57,656,457 (Previous Year:Rs.NIL). 2. Capital Commitments In case of Indian companies

Estimated amount of contracts remaining to be executed on capital account (Net of advances) Rs. 23,096,437 (Previous Year: Rs. 101,836.680) In case ot Foreign companies License Agreement (HOPFL US Limited)

Effective February 1,2009, the company has entered into a license agreement with Geoffrey Beene, LLC to design,manufacture and sell certain mens apparel.This agreement expires on December 31,2011 with an option to renew for an additional term of three years. The agreement requires the company to make royalty payments based on specified percentages of net sales, as defined. In addition, the company is required to expend a specified percentage of net sales.as defined.for advertising. For the years ended March 31,2010 and 2009, the license and advertising fees amounted to approximately Rs.32,081,280 and Rs.4,879,350 respectively. At March 31,2010 and 2009, the future minimum payments required under this agreement were as follows:

3. securea Loans

In case of House of Peart Fashions Limited (Holding Subsidiary)

a) Vehicle loans are secured against hypothecation of respective vehicles.

b) Term loan from Axis bank is secured by equitable mortgage on property situated at plot no. 21/13-X, block-A, Naraina Industrial Area, Phase-ll, New Delhi owned by promoter directors of the company and personal guarantee by the promoter directors.

In case of Pearl Global Limited (Indian Subsidiary)

(i) Rupees Term Loan and Working Capital From the Hongkong & Shanghai Banking Corporation is secured by:

- First charge over stocks and receivables pari passu with consortium banks. - First pari passu charge over the companys movable fixed assets (present and future)

- Exclusive first charge over the Fixed Assets of the Chennai unit at D-6/II, Phase II at MEPZ, SEZ Chennai financed from the proceeds of the term loan.

- Pari-Passu charge with UCO by way of mortgage of the Property situated at 446, Udyog Vihar Phase-V, Gurgaon to secure term loan.

(ii) Rupee term loan from UCO Bank is secured by

- Exclusive first charge on the movable/immovable assets purchased from proceeds of term loan (including exclusive charge on the superstructure being built on the land at D-6/III, Phase II at MEPZ, SEZ Chennai).

- Second charge on immovable property at 446, Udyog Vihar Phase -V, Gurgaon. After liquidation of HSBC charge, UCO Bank will have 1" charge.

(iii) Rupee term loan from Yes Bank Ltd is secured by exclusive charge on movable fixed assets of the Company including plant & machinery located at Plot No. 751; sector 3711 , Pace City Gurgaon.

(iv) Rupee term loan & corporate loan from Yes Bank are secured by first charge on moveable fixed assets of the Company and exclusive charge on Immovable property located at Plot No. 10, Sector-5, Growth Centre, Bawal (Documentation in progress).

(v) Rupee term loan from Punjab National Bank is secured by exclusive charge on the movable/immovable assets purchased from proceeds of term loan (including exclusive charge on the land & building located at Plot No.51, Sector- 32,Gurgaon).

(vi) Rupee short term loan from Punjab National Bank is secured by sub-servient charge on current assets of the Company.

(vii) Vehicle loans are secured against hypothecation of respective vehicles.

(viii) Pre- post shipment advances and working capital facilities from PNB, UCO Bank, HSBC, Chinatrust Commercial Bank, Standard Chartered Bank and Yes Bank which are secured by First pari passu charge on movable fixed assets present & future comprising vehicle, furniture and fixtures, disposable fixed assts, the stocks of raw material, stocks in process, stores & spares, bill receivable & book debts and mortgage of the properties situated at following addresses: Plot No.H-597-603, RICCO Industrial Area, Bhiwadi, Alwar Plot No.16-17, Phase-VI, Udyog Vihar, Gurgaon In case of Multinational Textile Group Limited (Foreign subsidiary) Poetlcgem Limited a) Long term bank loans are secured by a legal mortgage over the Freehold property at Teleflex plot, Burnleys, Kiln Farm, Milton Keynes and over the leasehold property at Rat 16,15 Grosvenor Square, London, fixed and floating charges over the assets of the sub-subsidiary and a cross guarantee between Poeticgem Limited and its subsidiary Pacific Logistics Limited. The Loans carry an average interest rate of 2.31% over the base rate and is determined based on 1.9% plus base rate.

At 31" March 2010, Poeticgem Limited had available Rs.344,761,886 (Previous Year:Rs.192,523,142) of undrawn committed borrowing facilities in respect of which all conditions precedent had been met.

b) The company also has advances from factors that are secured by a charge on the trade receivables of the company.

c) Bank overdrafts are repayable on demand. The average effective interest rate on bank overdrafts approximates 4.30% per annum (Previous Year 7%) and is determined, based on 1.75% plus base rate.

d) In the case Pacific Logistics Limited, subsidiary of Poeticgem Limited, Bank Overdrafts is repayable on demand. Overdrafts of Rs, 4,682,988 (Previous Year: 11,164,698) have been secured by fixed and floating charges over the sub-subsidiarys assets. The weighted average interest rates on bank overdrafts are determined based on 2% plus the average bank base rate.

a) Norwest Industries Limited has banking the facilities is secured by way of:

- The Companys Pledge time deposit and marketable securities.

- Bank Guarantees issued by HSBC Bank and Standard Chartered Bank forRs. 45,030,000 & Rs.36,024,000 respectively (Previous Year: Rs.52,170,000 and 41,736,000 respectively).

- Guarantee from the ultimate holding company, a fellow subsidiary.

- Guarantee from the director of the Company and a related party.

a) Mortgage loan of subsidiary Norwest Industries Limited which is secured, bears interest at 2.25% over 1 month HIBOR and is repayable by 119 monthly equal instalments of Rs.524,436 plus a final repayment of Rs.522,116 commencing on 10* September 2006.

c) The subsidiary, Norwest Industries limited has also mortgage loan which is secured, bears interest at 2% below the Hongkong and Shanghai Banking Corporation limited best lending rate and is repayable by 120 equal installments of Rs. 551,000 commencing on 30" September 2007.

In case of Nor Pearl Knitwear Limited (Foreign subsidiary) i) First Charge after BEPZA over book debts and receivables for Rs. 215,820,000 (Previous Year 251,790,000) with Registrar of Joint Stock Companies (RJSC). ii) First Charge after BEPZA over stock of raw materials.work in progress and finished goods for Rs. 215,820,000 (Previous Year 251,790,000) with RJSC.

iii) First Charge after BEPZA over Plant & Machinery for Rs. 215,820,000 (Previous Year 251,790,000) with RJSC.

Iv) Personal guarantee executed by the directors of House of Pearl Fashion Ltd. for Rs. 205,291,770 (Previous Year Rs. 237,843,030) supported by personal net worth statements for the credit facility.

v) Corporate guarantee executed by House of Pearl Fashions Ltd. for Rs. 203,760,750 (Previous Year Rs. 236,069,250).

5. Alignment of Accounting Policy for consolidation.

a. In case of Multinational Textile Group Limited and Its subsidiaries (hereinafter referred as foreign subsidiaries), Interest income is recognized on an accrual basis using the effective Interest method by applying the rate that discounts the estimated future cash receipts through the expected life of the financial instrument to the net carrying amount of financial asset. This is inconsistent with the policy of parent company and its Indian subsidiaries, where interest is recognized on time proportion basis. The Interest income from foreign subsidiaries represents 32.48 % of total interest income (Previous Year: 11.58%) i.e. Rs. 49,528,306.50 (Previous Year: Rs.51,642,420).

b. In case of Nor Pearl Knitwear Limited (foreign subsidiary) dividend is accounted for when it is received. This Is inconsistent with the policy of parent company and its Indian subsidiaries, where dividend Income is recognized when the right to receive is established. However, no dividend income during the year is received by the foreign subsidiary.

c. In the case of Multinational Textile Group Limited and its subsidiaries (hereinafter referred as foreign subsidiaries), cost of fixed assets also Includes transfers from equity of any gain or loss on qualifying cash flow hedges of foreign currency purchases of fixed assets. This is inconsistent with the policy of parent company and Its Indian subsidiaries, where no such treatment is prescribed under the Indian GAAP. However, during the year, no fixed assets have been purchased by the foreign subsidiaries in foreign currency.

d. In the case of Nor Pearl Knitwear Limited (a foreign subsidiary), investments are stated at cost. This is inconsistent with the policy of parent company and its Indian subsidiaries where investments are classified as held for trading, held to maturity and available for sale on the basis of AS-30.The valuation of investments as per AS-30 is given In Point 9 of significant accounting policies above. The Investment of foreign subsidiaries represents 0.54 % of total investments (Previous Year: 0.11 %) I.e. Rs. 49,149,028 (Previous Year: Rs. 278,671,905).

e. In case of partnership firm Hopp fashions, the WDV method of depreciation (prescribed under Income Tax Act, 1961) was used, this is Inconsistent with the SLM method of depreciation used in case of the parent and other subsidiaries. However as It is Impractical & the amount is immaterial, no adjustment for the same has been made in the consolidated financial statements.

f. In case of foreign subsidiaries, sales made in foreign currency are translated at the rate ruling at the date of transaction, this is inconsistent with the policy of parent company and Its Indian subsidiaries, where sales are recognized at monthly average exchange rate. The sales from foreign subsidiaries represents 69.99% (Previous Year: 73.63%) i.e. Rs 12,822,969,505 (Previous Year: Rs. 10,660,505,823) of total sales of Rs.18,320,485,571 (Previous Year: Rs. 14,479,092,981)

g. In case of foreign subsidiaries Inventories of Manufactured Finished Goods, WIP and Raw Material are valued on FIFO basis, this is inconsistent with the policy of parent company and its Indian subsidiaries, where It Is valued on weighted average method.

6. The House of Pearl Fashions Limited has raised Rs. 2,854,335,000 lacs through a public issue of shares during the year 2006-07, the proceeds of which are deployed as follows:

7. Currency Derivative

The company utilizes currency derivatives to hedge significant future transactions and cash flows and is a party to a variety of foreign currency contracts and options in the management of its exchange rate exposures.

At the balance sheet date, the total notional amounts of outstanding forward foreign exchange contracts that the company has committed to are as below:

These arrangements are designed to address significant exchange exposures and are renewed on a revolving basis as required. 15. Lease

In the case of House of Pearl Fashions (US) Ltd.

The company has entered into a long term operation lease agreement for the rental of showroom space which expires on September 30, 2015. For the years ended March 31, 2010 and 2009, rent expenses amounted to Rs. 12,985,280 and Rs. 9,526,539, respectively.

6. Employees Benefits (In the case of Indian Companies)

(I) Defined Contribution Plan

The company makes contribution towards provident fund to a defined contribution retirement benefit plan for qualifying employees. The provident fund plan is operated by the Regional Provident fund commissioner and the company is required to contribute a specified percentage of payroll cost to the retirement benefit schemes to fund the benefits. The company recognized Rs. 21,440,939 (Previous Year: Rs. 20,067,354) for provident fund contributions in the profit and loss account. The contribution payable to these plans by the company are at rates specified in the rules of the schemes.

(II) Defined Benefit Plan

The present value of obligation is determined based on actuarial valuation using the Projected Unit Credit Method, which recognizes each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligations. In the case of Pearl Global Limited (except Chennai Unit), the employees gratuity scheme is managed by Life insurance Corporation. The obligation for leave encashment is recognized in the same manner as gratuity.

7. In case of Pearl Global Limited, The Company has initiated for delisting of shares during the previous year ending 31st March 2009 and the equity shares of the Company were delisted from Bombay Stock Exchange and National Stock Exchange w.e.f. August 21,2009. The Final Exit Option for six months following delisting of shares for public shareholding expired on February 20,2010 and out of total public holding of 2,082,345 shares as on 31st March 2009, shareholders holding 1,101,696 shares have availed the option at the exit price of Rs.47.50 per share.

8. Lerros Fashions India Private Limited (subsidiary of House of Pearl Fashions Ltd.) was originally incorporated as a Private Limited company on 30.03.2007 under the Companies Act, 1956 (No. 1 of 1956) as Wear International Retail Private Limited and became a subsidiary of Public company namely House of Pearl Fashions Limited with effect from 31st March, 2009. However, during the current year, the company has changed its status from private limited company to public limited company w.e.f. 02nd December 2009.

9. During the year ended 31.03.2010, Nor Pearl Knitwear Ltd incurred a loss before tax of Rs.61,152,571 and as at 31" March 2010,its current liabilities exceeds its current assets by 132,620,168.The operation of the factory has remained closed since February 2009. The management is however, confident that the company will resume its operation soon and it will remain operative for the foreseeable future through continued support from its parent company, House of Pearl Fashions Ltd.

10. In view of the management, the current assets, loans and advances have a value on realization in the ordinary course of business at least equal to the amount at which they are stated as on balance sheet date.

11. Previous Years figures have been regrouped/ recast wherever considered necessary.