pearl global industries ltd Auditors report

To,

The Members,

Pearl Global Industries Limited

Report on the Audit of the Standalone Financial Statements
Opinion

We have audited the accompanying standalone financial
statements of Pearl Global Industries Limited ("the
Company"), which comprise the Balance Sheet as at March
31, 2023, and the Statement of Profit and Loss (including
Other Comprehensive Income), Statement of Changes in
Equity and Statement of Cash Flows for the year then ended,
and notes to the standalone financial statements, including
a summary of significant accounting policies and other
explanatory information (hereinafter referred to as "the
standalone financial statements").

In our opinion and to the best of our information and according
to the explanations given to us, the aforesaid standalone
financial statements give the information required by the
Companies Act, 2013 ("the Act") in the manner so required
and give a true and fair view in conformity with the Indian
Accounting Standards prescribed under section 133 of the
Act read with the Companies (Indian Accounting Standards)
Rules, 2015, as amended, ("Ind AS") and accounting
principles generally accepted in India, of the state of affairs
of the Company as at March 31, 2023, the Profit (financial
performance including other comprehensive income),
changes in equity and its cash flows for the year ended on
that date.

Basis for Opinion

We conducted our audit of the standalone financial
statements in accordance with the Standards on Auditing
(SAs) specified under section 143(10) of the Act. Our
responsibilities under those Standards are further described
in the Auditors Responsibilities for the Audit of the
Standalone Financial Statements section of our report. We
are independent of the Company in accordance with the Code
of Ethics issued by the Institute of Chartered Accountants
of India (ICAI) together with the ethical requirements
that are relevant to our audit of the standalone financial
statements under the provisions of the Act and the Rules
made thereunder, and we have fulfilled our other ethical
responsibilities in accordance with these requirements and
the ICAIs Code of Ethics. We believe that the audit evidence
we have obtained is sufficient and appropriate to provide a
basis for our opinion on the standalone financial statements.

Key Audit Matters

Key audit matters are those matters that, in our professional
judgment, were of most significance in our audit of the
standalone financial statements of the current year. These
matters were addressed in the context of our audit of
the standalone financial statements as a whole, and in
forming our opinion thereon, and we do not provide a
separate opinion on these matters. We have determined the
matters described below to be the key audit matters to be
communicated in our report w.r.t the Company:

Key Audit Matter	How our audit addressed the Key Audit Matter
Adequacy and completeness of disclosures of Related Party Transactions	Our procedures included the following steps:
	V Obtaining an understanding of the Companys policies and procedures in respect of identification of related parties and transactions with them. We also traced the related parties from declaration given by directors, wherever applicable.
Refer Note 47 to the accompanying standalone financial statements as at March 31, 2023 for the disclosure of related parties and transactions with them.
	V Read the minutes of the meetings of Board of Directors and Audit Committee and verified that the transactions are approved in accordance with internal procedures and the applicable regulations to the Company.
The Company has related party transactions which include among others, sale/purchase of goods to its subsidiaries and other related parties. This area was significant to our audit due to the following reasons:
	V Tested on a sample basis the arrangements between the related parties along with supporting documents to evaluate the managements assertions that the transactions were at arms length and in the ordinary course of business.
- the significance of transactions with related parties during the year ended March 31, 2023; and
Key Audit Matter		How our audit addressed the Key Audit Matter
- related party transactions are subject to compliance requirement under the Companies Act, 2013 and SEBI (listing and Obligation Disclosure Requirement) 2015.		V Evaluated and tested on a sample basis the rights and obligations of the related parties and assessed whether the transactions were recorded appropriately and disclosed in accordance with IND AS 24, Companies Act, 2013 and SEBI (LODR), 2015.
		V Wherever appropriate, our substantive work was supplemented by controls testing work which encompassed understanding, evaluating and testing key controls in respect of Related Party Transactions.
		Our procedures as mentioned above did not identify any findings that are significant for the financial statements as whole in respect of accounting, presentation and disclosure of Related Party Transactions.
Recognition, measurement, presentation and disclosures of revenues as per Ind AS 115 "Revenue from Contracts with Customers"		Our procedures included, but were not limited to the following:
		V Assessed the appropriateness of the Companys revenue recognition accounting policies as per Ind AS 115 -Revenue from Contracts with Customers.
Refer Note 3(h) to the accompanying standalone financial statements as at March 31,2023
		V Obtained an understanding and assessed the design, implementation and operating effectiveness of key internal controls over recognition and measurement of revenue in accordance with customer contracts, including correct timing of revenue recognition.
In accordance with the requirements of Ind AS 115 - Revenue from Contracts with Customers, an entity shall recognise revenue when the entity satisfies a performance obligation by transferring a promised good or service to a customer. An asset is transferred when the customer obtains control of that asset. Revenue is one of the key measures of performance. Revenue is identified as an area of significant risk. As per the accounting policy, the Company derives its revenue primarily from sale of garments with revenue recognised at a point in time when control of the goods has transferred to the customer. At the year end, management has to exercise significant judgement & control as the volume of transactions are high. Accordingly, Revenue Recognition is identified as a Key Audit Matter.
		V Performed substantive testing (including year-end cut-off testing) by selecting samples of revenue transactions recorded during the year, verifying with the underlying documents i.e. sales invoices, dispatch documents including shipping bill, Airway bill, bill of lading, forwarder cargo receipt etc.
		V Performed cut off testing, on sample basis to ensure that the revenue from sale of goods is recognised in the appropriate period.
		V Assessed manual journals posted to revenue to identify unusual items and tested the same on a sample basis.
		V Performed analytical procedures for reasonableness of revenues disclosed vis-a-vis the direct and indirect costs involved.
		V Considered adequacy of the Companys disclosures in respect of revenue and related estimates and judgements in the standalone Ind AS financial statements.
		Based on our procedures as mentioned above, we did not identify any findings that are significant for the financial statements as whole in respect of accounting, presentation and disclosure of Revenue Recognition.

Information Other than the Standalone Financial
Statements and Auditors Report Thereon

The Companys Board of Directors is responsible for
the other information. The other information comprises
the information included in the annual report, but does
not include the standalone financial statements and our
auditors report thereon. The Annual Report is expected to
be made available to us after the date of this auditors report.

Our opinion on the standalone financial statements does not
cover the other information and we do not express any form
of assurance conclusion thereon.

In connection with our audit of the standalone financial
statements, our responsibility is to read the other information
when it becomes available and, in doing so, consider whether
the other information is materially inconsistent with the
standalone financial statements or our knowledge obtained
in the audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that
there is a material misstatement of this other information,
we are required to report that fact.

Responsibility of Management and Those Charged with
Governance for the Standalone Financial Statements

The Companys Board of Directors is responsible for the
matters stated in section 134(5) of the Act with respect to
the preparation of these standalone financial statements
that give a true and fair view of the financial position,
financial performance, total comprehensive income,
changes in equity and cash flows of the Company in
accordance with the Ind AS and other accounting principles
generally accepted in India. This responsibility also includes
maintenance of adequate accounting records in accordance
with the provisions of the Act for safeguarding of the assets
of the Company and for preventing and detecting frauds and
other irregularities; selection and application of appropriate
accounting policies; making judgments and estimates that
are reasonable and prudent; and design, implementation
and maintenance of adequate internal financial controls,
that were operating effectively for ensuring the accuracy
and completeness of the accounting records, relevant to
the preparation and presentation of the standalone financial
statements that give a true and fair view and are free from
material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, the Board
of Directors is responsible for assessing the Companys
ability to continue as a going concern, disclosing, as
applicable, matters related to going concern and using
the going concern basis of accounting unless Board of
Directors either intends to liquidate the Company or to
cease operations, or has no realistic alternative but to do so.
Those Board of Directors are also responsible for overseeing
the Companys financial reporting process.

Auditors Responsibilities for the Audit of the Standalone
Financial Statements

Our objectives are to obtain reasonable assurance about
whether the standalone financial statements as a whole
are free from material misstatement, whether due to fraud
or error, and to issue an auditors report that includes our
opinion. Reasonable assurance is a high level of assurance,
but is not a guarantee that an audit conducted in accordance
with SAs will always detect a material misstatement when it
exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they
could reasonably be expected to influence the economic
decisions of users taken on the basis of these standalone
financial statements.

As part of an audit in accordance with SAs, we exercise
professional judgment and maintain professional skepticism
throughout the audit. We also:

• Identify and assess the risks of material misstatement
of the standalone financial statements, whether due
to fraud or error, design and perform audit procedures
responsive to those risks, and obtain audit evidence
that is sufficient and appropriate to provide a basis
for our opinion. The risk of not detecting a material
misstatement resulting from fraud is higher than for
one resulting from error, as fraud may involve collusion,
forgery, intentional omissions, misrepresentations, or
the override of internal control.

• Obtain an understanding of internal control relevant to
the audit in order to design audit procedures that are
appropriate in the circumstances. Under section 143(3)
(i) of the Act, we are also responsible for expressing
our opinion on whether the Company has adequate
internal financial controls with reference to financial
statements in place and the operating effectiveness of
such controls.

• Evaluate the appropriateness of accounting policies
used and the reasonableness of accounting estimates
and related disclosures made by management.

• Conclude on the appropriateness of managements
use of the going concern basis of accounting and,
based on the audit evidence obtained, whether
a material uncertainty exists related to events or
conditions that may cast significant doubt on the
Companys ability to continue as a going concern.
If we conclude that a material uncertainty exists, we
are required to draw attention in our auditors report
to the related disclosures in the standalone financial
statements or, if such disclosures are inadequate, to
modify our opinion. Our conclusions are based on the
audit evidence obtained up to the date of our auditors
report. However, future events or conditions may cause
the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content
of the standalone financial statements, including the
disclosures, and whether the standalone financial
statements represent the underlying transactions and
events in a manner that achieves fair presentation.

We communicate with those charged with governance
regarding, among other matters, the planned scope and
timing of the audit and significant audit findings, including
any significant deficiencies in internal control that we
identify during our audit.

We also provide those charged with governance with a
statement that we have complied with relevant ethical
requirements regarding independence, and to communicate
with them all relationships and other matters that may
reasonably be thought to bear on our independence, and
where applicable, related safeguards.

From the matters communicated with those charged with
governance, we determine those matters that were of
most significance in the audit of the standalone financial
statements of the current period and are therefore the key
audit matters. We describe these matters in our auditors
report unless law or regulation precludes public disclosure
about the matter or when, in extremely rare circumstances,
we determine that a matter should not be communicated
in our report because the adverse consequences of doing
so would reasonably be expected to outweigh the public
interest benefits of such communication.

Other Matters

The comparative financial statement of the Company for
the year ended March 31,2023 included in this standalone
financial statement, are based on the previously issued
statutory standalone financial statements which had been
audited by the predecessor auditor whose report for the
year ended March 31, 2022 dated May 25, 2022 expressed
an unmodified opinion on those standalone financial
statement. Our opinion is not modified in respect of this
matter.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditors Report) Order,
2020 ("the Order"), issued by the Central Government
of India in terms of sub-section (11) of section 143 of
the Act, we give in "Annexure A" a statement on the
matters specified in paragraphs 3 and 4 of the Order, to
the extent applicable.

2. As required by Section 143(3) of the Act, based on our
audit we report that:

I. We have sought and obtained all the information
and explanations which to the best of our
knowledge and belief were necessary for the
purposes of our audit.

II. In our opinion, proper books of account as
required by law have been kept by the Company
so far as it appears from our examination of those
books.

III. The Balance Sheet, the Statement of Profit and
Loss (including Other Comprehensive Income),
Statement of Change in Equity and the Statement

of Cash Flows dealt with by this Report are in
agreement with the books of account.

IV In our opinion, the aforesaid standalone financial
statements comply with the Ind AS specified
under Section 133 of the Act.

V. On the basis of the written representations
received from the directors as on March 31,2023
taken on record by the Board of Directors, none of
the directors is disqualified as on March 31,2023
from being appointed as a director in terms of
Section 164 (2) of the Act.

VI. With respect to the adequacy of the internal
financial controls with reference to standalone
financial statements of the Company and the
operating effectiveness of such controls, refer to
our separate Report in "Annexure B".

VII. With respect to the other matters to be included in
the Auditors Report in accordance with Rule 11 of
the Companies (Audit and Auditors) Rules, 2014,
in our opinion and to the best of our information
and according to the explanations given to us:

a) The Company has disclosed the impact of
pending litigations on its financial position
in its standalone financial statements. -
refer Note No. 46 of the Standalone financial
statements.

b) The Company did not have any long-term
contracts including derivative contracts for
which there were any material foreseeable
losses. - refer Note No. 42 of the Standalone
financial statements.

c) There has been no delay in transferring
amounts, required to be transferred, to the
Investor Education and Protection Fund by
the Company.

d) (i) The Management has represented

that, to the best of its knowledge and
belief, as disclosed in the Note 54 to the
accounts, no funds (which are material
either individually or in the aggregate)
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, directly or indirectly

lend or invest in other persons or entities
identified in any manner whatsoever
by or on behalf of the Company
("Ultimate Beneficiaries") or provide any
guarantee, security or the like on behalf
of the Ultimate Beneficiaries;

(ii) The Management has represented,
that, to the best of its knowledge and
belief, as disclosed in the Note 54 to the
accounts, no funds (which are material
either individually or in the aggregate)
have been received by the Company
from any person or entity, including
foreign entity ("Funding Parties"), with
the understanding, whether recorded in
writing or otherwise, that the Company
shall, directly or indirectly, lend or
invest in other persons or entities
identified in any manner whatsoever
by or on behalf of the Funding Party
("Ultimate Beneficiaries") or provide any
guarantee, security or the like on behalf
of the Ultimate Beneficiaries; and

(iii) Based on such audit procedures that
has been considered reasonable and
appropriate in the circumstances,
nothing has come to our notice that
has caused us to believe that the
representations under sub-clause (i)
and (ii) of Rule 11(e), as provided under
(i) & (ii) above, contain any material
misstatement.

) The first interim dividend declared and

paid by the Company during the year and

is in accordance with section 123 of the
Companies Act 2013. Further, as stated in
note 49 to the financial statements, second
interim dividend declared by the Company
for the year is in accordance with section
123 of the Companies Act 2013 to the extent
it applies to declaration of dividend. However,
the second interim dividend was not paid on
the date of this audit report.
f) Proviso to rule 3(1) of the Companies
(Accounts) Rules, 2014 for maintaining books
of account using accounting software which
has a feature of recording audit trail (edit log)
facility is applicable for the Company w.e.f.
April 01, 2023 and accordingly reporting
under Rule 11(g) of the Companies (Audit
and Auditors) Rules, 2014 is not applicable
for the financial year ended March 31,2023.

3. With respect to the matter to be included in the
Auditors report under Section 197(16):

In our opinion and according to the information and
explanation given to us, the Company has paid remuneration
to its directors during the year is in accordance with the
provisions of and limit laid down under section 197 read
with Schedule V of the Act.

For S.R. Dinodia & Co. LLP.

Chartered Accountants,
Firms Registration Number 001478N/N500005

(Sandeep Dinodia)

Partner

Place of Signature: New Delhi Membership Number 083689
Date: May 15, 2023 UDIN: 23083689BGWOCM4481

ANNEXURE A TO THE INDEPENDENT AUDITORS

REPORT OF EVEN DATE ON THE STANDALONE FINANCIAL
STATEMENTS OF PEARL GLOBAL INDUSTRIES LIMITED.

The Annexure referred to in paragraph 1 under Report
on Other Legal and Regulatory Requirements section
of Independent Auditors Report to the members of the
Company on the standalone financial statements for the
year ended March 31,2023, we report that:

i) In respect of Property, Plant and Equipment:

a) (A) The Company has maintained proper

records showing full particulars, including
quantitative details and situation of Property,
Plant and Equipment.

(B) The Company has maintained proper records
showing full particulars of Intangible assets.

b) The Company has a Programme of verification
to cover all the items of Property, Plant and
Equipment in a phased manner which, in our
opinion, is reasonable having regard to the size
of the Company and the nature of its assets.
Pursuant to the Programme, certain Property,
Plant and Equipment were physically verified by
the Management during the year. According to
the information and explanations given to us,
no material discrepancies were noticed on such
verification.

c) According to the information and explanations
given to us and the records examined by us, the
title deeds of immovable properties (other than
immovable properties where the Company is
the lessee and the lease agreements are duly
executed in favour of the lessee) are held in the
name of the Company. However certain deeds
of immovable properties that are mortgaged
with the banks for securing borrowings were not
available for verification.

d) According to the records examined by us, the
Company has not revalued its Property, Plant
and Equipment (including Right of Use assets)
or intangible assets or both during the year.
Accordingly, the provisions of clause 3(i) (d) of the
Order are not applicable.

e) According to the information and explanations
given to us, no proceedings have been initiated or
are pending against the Company for holding any
benami property under the Prohibition of Benami
Property Transactions Act, 1988 (as amended in
2016) and rules made thereunder. Accordingly,
the provisions of clause 3(i) (e) of the Order are
not applicable.

ii) In respect of its inventory:

a) On the basis of information and explanation
provided, the Management has conducted
physical verification of inventory at reasonable
intervals during the year, except for goods-in-
transit. In our opinion, the coverage and procedure
of such verification is appropriate having regard to
the size of the Company and nature of its business.
According to the information and explanations
given to us, no discrepancies of 10% or more in
the aggregate for each class of inventory between
physical inventory and book records were noticed
on such physical verification.

b) According to the records examined by us, during
the year, working capital limits in excess of five
Crores rupees, in aggregate has been sanctioned
to the Company by the banks on the basis of
security of current assets. According to the
information and explanations given to us, the
quarterly statements filed by the Company with
such banks are materially in agreement with the
books of account of the Company.

iii) According to the information and explanation given
and based on the audit procedures performed by us,
during the year, the Company has made investment
and provided corporate guarantee to group companies
and unsecured loans to companies and other parties.
Further, the Company has not given any security to
companies, firms, Limited Liability Partnerships (LLPs)
or other parties.

a) the aggregate amount during the year and balance outstanding at the balance sheet date with respect to such loans
and guarantees to its subsidiaries, and other parties are given below:

Particulars	Guarantees	Loan
Aggregate amount granted/ provided during the year
- Subsidiaries	USD 50.00 Lakhs equivalent to 4,111.00 Lakhs	USD 3.00 Lakhs equivalent to 246.66 Lakhs
- Others- Loan to Other Related Parties	-	100.00 Lakhs
- Others- Loan to employees Balance outstanding as at balance sheet date in respect of above cases		256.58 Lakhs
- Subsidiaries	USD 290.00 Lakhs equivalent to 23,843.80 Lakhs	USD 3.00 Lakhs equivalent to 246.66 Lakhs
- Others- Loan to related Parties - Others- Loan to employees	-	100.00 Lakhs 84.25 Lakhs

b) The terms and conditions of the grant of loans,
guarantees and investment made, are, prima
facie, not prejudicial to the Companys interest.

c) The schedule of repayment of principal and
payment of interest in respect of loan has been
stipulated and the repayment/receipts of the
principal amount and the interest are generally
been regular as per stipulation.

d) There is no overdue amount in respect of loan
granted.

e) No loans or advances in the nature of loan granted
which has fallen due during the year or has been
renewed or extended or fresh loans granted to
settle the over dues of existing loans given to
the same parties. Accordingly, the provisions of
clause 3(iii) (e) of the Order are not applicable.

f) The Company has not granted any loans or
advances in the nature of loans either repayable
on demand or without specifying any terms or
period of repayment. Accordingly, the provisions
of clause 3(iii) (f) of the Order are not applicable.

iv) In our opinion and according to the information
and explanations given to us, the Company has not
provided any security in connection with a loan to
any other body corporate or person and accordingly,
compliance under Sections 185 and 186 of the Act in
respect of securities is not applicable to the Company.
Further, the Company has complied with Section 185
and Section 186 of the Act in respect of loan granted,
investments made and corporate guarantee provided
by the Company.

v) In our opinion and according to the information
and explanations given to us, the Company has
not accepted any deposits or amounts which are
deemed to be deposits during the year and had no
unclaimed deposits at the beginning of the year within
the meaning of Sections 73 to 76 of the Act and the
Companies (Acceptance of Deposits) Rules, 2014 (as
amended). Accordingly, the provisions of clause 3(v) of
the Order are not applicable.

vi) On the basis of available information and explanation
provided to us, the Central Government has not
prescribed maintenance of cost records under sub-
section (1) of section 148 of the Companies Act,
2013 read with Companies (Cost Records and Audit)
Amendment Rules, 2016 dated July 14, 2016 to
the current operations carried out by the Company.
Accordingly, the provisions of paragraph 3(vi) of the
Order are not applicable to the Company.

vii) In respect of Statutory Dues:

a) The Company is generally regular in depositing
undisputed statutory dues including Provident
Fund, Employees State Insurance, Income Tax,
Goods and Service Tax, Cess and any other
material statutory dues applicable to it with the
appropriate authorities. There were no undisputed
amounts payable in respect of Provident Fund,
Employees State Insurance, Income Tax, Goods
and Service Tax, Cess and any other material
statutory dues in arrears as at March 31,2023 for
a period of more than six months from the date
they became payable.

b) According to the records of the Company examined by us and the information and explanations given to us, there
were no dues in respect of statutory dues refer to in sub clause vii(a) above which have not been deposited by the
Company on account of dispute, except for the following:

S. No.	Name of the Statute	Nature of Dues	Amount in Lakhs	Period to which amount relates	Forum where dispute is pending
a)	Income Tax Act, 1961	Income Tax Demand	15.57	A.Y 2015-16	At CIT(A)
b)	Income Tax Act, 1961	Income Tax Demand	3.49	A.Y 2016-17	At Assessing Officer
c)	Income Tax Act, 1961	Income Tax Demand	37.13	A.Y 2017-18	At CIT(A)
d)	Income Tax Act, 1961	Income Tax Demand	5.70	A.Y 2018-19	At CIT(A)
e)	Income Tax Act, 1961	Income Tax Demand	2.90	A.Y 2020-21	At CIT(A)

viii) According to the information and explanations given
to us and the records examined by us, there are no
unrecorded transactions that have been surrendered
or disclosed as income during the year in the tax
assessments under the Income Tax Act, 1961 (43 of
1961). Accordingly, the provisions of clause 3(viii) of
the Order are not applicable.

ix) In respect of loans or other borrowings taken by
the Company, according to the information and
explanations given to us and audit procedures
performed by us:

a) The Company has not defaulted in repayment of
loans or other borrowings or in the payment of
interest thereon to any lender during the year.

b) The Company has not been declared willful
defaulter by any bank or financial institution or
government or any government authority.

c) The Company has utilised the money obtained by
way of term loans during the year for the purposes
for which they were obtained.

d) No funds raised on short-term basis have been
used for long-term purposes by the Company.

e) The Company has not taken any funds from
any entity or person on account of or to meet
the obligations of its subsidiaries. Further, the
Company does not have any associate and Joint
venture. Accordingly, the provisions of clause 3(ix)
(e) of the Order are not applicable.

f) The Company has not raised loans during the year
on the pledge of securities held in its subsidiaries.
Further the Company does not have any associate
and joint venture. Accordingly, the provisions of
clause 3(ix) (f) of the Order are not applicable.

x) In respect of moneys raised by the Company through
issue of shares & debt instruments:

a) During the year, the Company did not raise moneys
by way of initial public offer or further public offer

(including debt instruments). Accordingly, the
provisions of clause 3(x) (a) of the Order are not
applicable.

b) During the year, the Company has not made any
preferential allotment or private placement of
shares or convertible debentures (fully, partially or
optionally convertible). Accordingly, provisions of
clause 3 (x) (b) of the Order are not applicable.

xi) a) As per the information and explanations given

to us on our enquiries on this behalf, no fraud of
material significance on or by the Company has
been noticed or reported during the year.

b) In our opinion and according to the information
and explanations given to us, no report under
sub-section (12) of section 143 of the Companies
Act has been filed during the year and upto the
date of this report in Form ADT-4 as prescribed
under rule 13 of Companies (Audit and Auditors)
Rules, 2014 with the Central Government.

c) We have taken into consideration the whistle
blower complaints received by the Company
during the year, while determining the nature,
timing and extent of our audit procedures.

xii) The Company is not a Nidhi Company and hence,
the provisions of paragraph 3(xii) of the Order are not
applicable to the Company.

xiii) In our opinion and according to the information and
explanations given to us, all transactions with the
related parties are in compliance with Section 177 and
188 of the Companies Act, 2013, where applicable, and
the details of such transactions have been disclosed
in the financial statements etc. as required by the
applicable accounting standards.

xiv) In respect to internal audit system in the Company:

a) In our opinion and based on our examination,
the Company has an internal audit system
commensurate with the size and nature of its
business.

b) We have considered, the internal audit reports
for the year under audit, issued to the Company
during the year and till date, in determining the
nature, timing and extent of our audit procedures.

xv) In our opinion and according to information and
explanation given to us, the Company has not entered
into any non-cash transactions with directors or
persons connected with him, covered under section
192 of the Act. Accordingly, provisions of clause 3 (xv)
of the Order are not applicable.

xvi) a) The Company is not required to be registered

under Section 45-IA of the Reserve Bank of India
Act, 1934 (2 of 1934). Accordingly, provisions of
clause 3 (xvi) (a), (b) and (c) of the Order are not
applicable.

b) According to the information and explanations
given to us, there are no core investment
company (CIC) within the Group (as defined in
the Core Investment Companies (Reserve Bank)
Directions, 2016). Accordingly, provisions of
clause 3 (xvi) (d) of the Order are not applicable.

xvii) According to the information and explanations given to
us, the Company has neither incurred any cash losses
in the current financial year nor in the immediately
preceding financial year.

xviii) There has been no resignation of the statutory auditors
of the Company during the year. Accordingly, provisions
of clause 3 (xviii) of the Order are not applicable.

xix) According to the information and explanations given
to us and on the basis of the financial ratios, ageing
and expected dates of realisation of financial assets
and payment of financial liabilities, other information
accompanying the financial statements, our knowledge
of the Board of Directors and Managements plans and
based on our examination of the evidence supporting
the assumptions, nothing has come to our attention,
which causes us to believe that any material uncertainty
exists as on the date of the audit report that Company

is not capable of meeting its liabilities existing at the
date of balance sheet as and when they fall due within
a period of one year from the balance sheet date. We,
however, state that this is not an assurance as to the
future viability of the Company. We further state that
our reporting is based on the facts up to the date of
the audit report and we neither give any guarantee nor
any assurance that all liabilities falling due within a
period of one year from the balance sheet date, will get
discharged by the Company as and when they fall due.

xx) In respect of Corporate Social Responsibility, according
to the information and explanations given to us and
audit procedures performed by us:

a) There are no unspent amounts towards Corporate
Social Responsibility (CSR) on other than ongoing
projects requiring to be transferred to a Fund
specified in Schedule VII to the Companies Act in
compliance with second proviso to sub-section
(5) of section 135 of the said Act. Accordingly,
provisions of clause 3 (xx) (a) of the Order are not
applicable.

b) There are no ongoing CSR projects under
sub-section (6) of section 135 of the said Act.
Accordingly, provisions of clause 3 (xx) (b) of the
Order are not applicable.

xxi) The reporting under clause 3(xxi) of the Order is not
applicable in respect of audit of standalone financial
statements. Accordingly, no comment in respect of the
said clause has been included in this report.

For S.R. Dinodia & Co. LLP.

Chartered Accountants,
Firms Registration Number 001478N/N500005

(Sandeep Dinodia)

Partner

Place of Signature: New Delhi Membership Number 083689

Date: May 15, 2023 UDIN: 23083689BGWOCM4481

Report on the Internal Financial Controls under Clause (i)
of Sub-section 3 of Section 143 of the Companies Act,
2013 ("the Act")

We have audited the internal financial controls with reference
to financial statements of Pearl Global Industries Limited
("the Company") as of March 31,2023 in conjunction with
our audit of the standalone financial statements of the
Company for the year ended on that date.

Managements Responsibility for Internal Financial
Controls

The Companys management is responsible for establishing
and maintaining internal financial controls based on the
internal control with reference to financial statements criteria
established by the Company considering the essential
components of internal control stated in the Guidance
Note on Audit of Internal Financial Controls Over Financial
Reporting issued by the Institute of Chartered Accountants
of India (ICAI). These responsibilities include the design,
implementation and maintenance of adequate internal
financial controls that were operating effectively for ensuring
the orderly and efficient conduct of its business, including
adherence to companys policies, the safeguarding of its
assets, the prevention and detection of frauds and errors,
the accuracy and completeness of the accounting records,
and the timely preparation of reliable financial information,
as required under the Act.

Auditors Responsibility

Our responsibility is to express an opinion on the Companys
internal financial controls with reference to financial
statements based on our audit. We conducted our audit
in accordance with the Guidance Note on Audit of Internal
Financial Controls Over Financial Reporting (the "Guidance
Note") and the Standards on Auditing, issued by ICAI and
deemed to be prescribed under section 143(10) of the
Companies Act, 2013, to the extent applicable to an audit
of internal financial controls, both applicable to an audit of
Internal Financial Controls and, both issued by the Institute
of Chartered Accountants of India. Those Standards and
the Guidance note require that we comply with ethical
requirements and plan and perform the audit to obtain
reasonable assurance about whether adequate internal
financial controls with reference to financial statements
was established & maintained and if such controls operated
effectively in all material respects.

Our audit involves performing procedures to obtain audit
evidence about the adequacy of the internal financial
controls system with reference to financial statements and
their operating effectiveness. Our audit of internal financial
controls with reference to financial statements included
obtaining an understanding of internal financial controls with
reference to financial statements, assessing the risk that a
material weakness exists, and testing and evaluating the
design and operating effectiveness of internal control based
on the assessed risk. The procedures selected depend on
the auditors judgement, including the assessment of the
risks of material misstatement of the financial statements,
whether due to fraud or error.

We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our audit
opinion on the Companys internal financial controls system
with reference to financial statements.

Meaning of Internal Financial Controls with reference to
financial statements

A companys internal financial control with reference to
financial statements is a process designed to provide
reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for
external purposes in accordance with Generally Accepted
Accounting Principles. A companys internal financial
control with reference to financial statements includes
those policies and procedures that (1) pertain to the
maintenance of records that, in reasonable detail, accurately
and fairly reflect the transactions and dispositions of the
assets of the Company; (2) provide reasonable assurance
that transactions are recorded as necessary to permit
preparation of financial statements in accordance with
Generally Accepted Accounting Principles, and that receipts
and expenditures of the Company are being made only
in accordance with authorisations of management and
directors of the Company; and (3) provide reasonable
assurance regarding prevention or timely detection
of unauthorised acquisition, use, or disposition of the
Companys assets that could have a material effect on the
standalone financial statements.

Inherent Limitations of Internal Financial Controls with
reference to financial statements

Because of the inherent limitations of internal financial
controls with reference to financial statements, including the

possibility of collusion or improper management override
of controls, material misstatements due to error or fraud
may occur and not be detected. Also, projections of any
evaluation of the internal financial controls with reference to
financial statements to future periods are subject to the risk
that the internal financial control with reference to financial
statements may become inadequate because of changes
in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an
adequate internal financial controls system with reference
to financial statements and such internal financial controls
with reference to financial statements were operating

effectively as at March 31,2023, based on the internal control
with reference to financial statements criteria established
by the Company considering the essential components
of internal control stated in the Guidance Note on Audit of
Internal Financial Controls Over Financial Reporting issued
by the Institute of Chartered Accountants of India.

For S.R. Dinodia & Co. LLP.

Chartered Accountants,
Firms Registration Number 001478N/N500005

(Sandeep Dinodia)

Partner

Place of Signature: New Delhi

Membership Number 083689
Date: May 15, 2023

UDIN: 23083689BGWOCM4481