Pearl Global Industries Ltd Directors Report

To the Members,

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

FINANCIAL RESULTS

(Rs. in Lakh)

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

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

During the year, your Companys consolidated income from operations was Rs. 3,43,615.11 Lakhs as against

Rs. 3,15,840.92 Lakhs in the previous yearandNetProfitwas

Rs. 16,912.36 Lakhs as against Net Profit Rs. 15,299.22 Lakhs in the previous year.

Further during the year, your Companys standalone income from operations was Rs. 95,366.71 Lakhs as compared to

Rs. 1,10,377.07 Lakhs in the previous year and Net Profit was Rs. 2,823.77 Lakhs as compared to Net ProfitRs. 5,381.65 Lakhs in the previous year.

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

PGIL is a worldwide clothing manufacturing company that provides end-to-end supply chain solutions to global brands with its integrated production capabilities centered on Design and Development, Global Manufacturing, Marketing and Distribution, and Sourcing and Supply Chain. The Company develops apparels for all genders and age groups across locations and style preferences. The Company has twenty-four state-of-the-art manufacturing plants (including

Partnership facilities) across five countries including

India (Gurugram, Chennai and Bengaluru), Bangladesh, Vietnam, Indonesia and Guatemala and has design studios and marketing offices in Hong Kong, Spain, the UK and the US.

Our product portfolio includes Knits, Wovens, Denim, Outerwear, Activewear & Athleisure, Sleepwear and Lounge, Childrenswear and Workwear. We are a well-diversified company with a de-risked manufacturing base having multinational presence. Our business is primarily focused on the export of apparels with USA contributing the highest amongst all countries. Marquee

Clientele includes GAP, Kohls, Inditex, PVH, Macys, Ralph

Lauren, Old Navy, Muji, Talbots among others. We have a total capacity to manufacture around 6.99 Million garments per month (83.9 Million garments per annum including own and partnership facilities).

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

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

CREDIT RATING

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

TRANSFER TO GENERAL RESERVES

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

DIVIDEND DISTRIBUTION POLICY

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

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

DIVIDEND

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

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

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

Company has also obtained shareholders approval for appointment of the aforesaid Directors through Postal Ballot on March 27, 2024.

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

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

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

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

Further, in accordance with the provisions of Section 152 of the Act and the Companys Articles of Association,

Mr. Deepak Kumar Seth (DIN: 00003021) and Mr. Pulkit Seth (DIN: 00003044), Directors will retire by rotation at the forthcoming 35^th Annual General Meeting ("AGM") and being eligible, have offered themselves for re-appointment. The Board of Directors recommend the proposal of their re-appointment as Directors in the Notice convening the 35^th AGM for approval of the Members of the Company. Mr. Deepak Kumar Seth and Mr. Pulkit Seth are not disqualified under Section 164(2) of the Act and not debarred from holding the office of Director pursuant to order of SEBI or any other authority.

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

KEY MANAGERIAL PERSONNEL

As per the provisions of Section 203 of the Act, Mr. Pallab Banerjee - Managing Director, Mr. Shailesh Kumar and Mr. Deepak Kumar - Whole Time Directors, Mr. Sanjay Gandhi - Group CFO, Mr. Narendra Somani - Chief Financial

Officer, and Ms. Shilpa Budhia - Company Secretary are the

Key Managerial Personnel of the Company.

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

BOARD EVALUATION

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

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

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

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

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

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

Companys operations.

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

NOMINATION, REMUNERATION AND BOARD DIVERSITY POLICY

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

The policy also provides the criteria for determining qualifications, positive attributes and Independence of

Director and criteria for appointment and removal of Directors, Key Managerial Personnel / Senior Management and performance evaluation which are considered by the Nomination and Remuneration Committee and the Board of Directors.

The Policy sets out a framework that assures fair and optimum remuneration to the Directors, Key Managerial Personnel, Senior Management Personnel such that the

Companys business strategies, values, key priorities and goals are in harmony with their aspirations. The policy lays emphasis on the importance of diversity within the Board, encourages diversity of thought, experience, background, knowledge, ethnicity and perspective etc. The policy is directed towards rewarding performance, based on review of achievements. It is aimed at attracting and retaining high calibre talent.

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

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

CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT

The Company has formulated a Code of Conduct for Directors and Senior Management Personnel and has complied with all the requirements mentioned in the code.

An affirmation on the same duly signed by the Managing

Director of the Company forms part of the Corporate Governance Report.

MATERIAL CHANGES AND COMMITMENTS

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

INTERNAL FINANCIAL CONTROLS, THEIR ADEQUACY AND RISK MANAGEMENT

Your Company has an effective internal control and risk-mitigation system, which is constantly assessed and strengthened with new/revised standard operating procedures.

The Companys internal control system is commensurate with its size, scale and complexities of operations.

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

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

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

ENVIRONMENT, HEALTH AND SAFETY

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

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

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

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

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

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

COMMITTEES OF THE BOARD

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

1. Audit Committee

Name	Designation
Mr. Abhishek Goyal	Chairman
Mrs. Madhulika Bhupatkar	Member
Dr. Rajiv Kumar	Member
Mr. Ashwini Agarwal	Member
2. Nomination and Remuneration Committee
Name	Designation
Mr. Abhishek Goyal	Chairman
Mr. Deepak Kumar Seth	Member
Dr. Rajiv Kumar	Member
Ms. Neha Khanna	Member
3. Stak eholders Relationship Committee
Name	Designation
Mr. Ashwini Agarwal	Chairman
Mr. Pulkit Seth	Member
Mr. Sanjay Kapoor	Member
4. Cor porate Social Responsibility Committee
Name	Designation
Mrs. Madhulika Bhupatkar	Chairperson
Mr. Pulkit Seth	Member
Mr. Pallab Banerjee	Member
5. Risk Management Committee
Name	Designation
Mr. Pallab Banerjee	Chairman
Ms. Neha Khanna	Member
Mr. Sanjay Kapoor	Member
6. Fin ance Committee
Name	Designation
Mr. Pulkit Seth	Chairman
Mrs. Shifalli Seth	Member
Mr. Abhishek Goyal	Member
Mr. Pallab Banerjee	Member

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

VIGIL MECHANISM

The Company has a Vigil Mechanism, which also incorporates a whistle blower policy in terms of Listing Regulations made by the SEBI. Protected disclosures can be made by a whistle blower through a letter to the

Vigilance Officer or to the Chairman of the Audit Committee.

The policy on vigil mechanism and whistle blower policy may be accessed on the Companys website at the link: https://www.pearlglobal.com/investor-relations/corporate-governance. During the year, no complaints were received.

CORPORATE SOCIAL RESPONSIBILITY

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

The CSR Policy may be accessed on the Companys website at https://www.pearlglobal.com/investor-relations/ corporate-governance/

Your Company had identified CSR spend for education, rural development, environment sustainability and promoting health care activities for the financial year 2023-24. The prescribed CSR amount for the financial year 2023-24 was Rs. 15.82 Lakhs. However, the Company has spent Rs. 398.16 Lakhs during the financial year 2023-24.

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

SUBSIDIARY COMPANIES

During the year under review, your Company has acquired

55% stake in Pearl GT Holdco Ltd (British Virgin Islands) on

June 09, 2023. Pearl GT has two wholly owned subsidiaries, namely, Corporacion de Productos Y Servicios Asociados, Sociedad Anonima (CORPASA) and Shoretex, Sociedad

Anonima (SHORETEX) in Guatemala and engaged into the business of trading and manufacturing of apparels, respectively, in Guatemala.

Further, the Company has acquired 100% stake in Trinity

Clothing Limited, Hong Kong, through its wholly owned subsidiary Pearl Global (HK) Limited, Hong Kong. Trinity

Clothing Limited is engaged into the business of trading of fabrics and interlining, During the year under review, Pearl Global F.Z.E., Dubai (U.A.E), a non-material step down Subsidiary was liquidated on November 08, 2023.

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

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

MATERIAL SUBSIDIARY

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

AUDITORS & REPORTS OF THE AUDITORS a) ST ATUTORY AUDITORS

Pursuant to the provisions of Section 139 of the Act, M/s. S. R. Dinodia & Co. LLP, Chartered Accountants

(Firms Registration No. 001478N/N500005) were appointed as Statutory Auditors by the members of the Company in their 33^rd Annual General Meeting held on September 26, 2022, for a period of five years, with effect from financial year 2022-23.

The Statutory Auditors Reports (Consolidated & Standalone) for the financial year ended March 31, 2024 do not contain any qualification, reservation or adverse remark. The Auditors Reports are enclosed with the financial statements in this Annual Report.

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

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

Auditor of the Company for the financial year 2023-24.

The Secretarial Audit Report submitted by M/s Jayant Sood & Associates for the Financial Year 2023-24 is annexed as Annexure–III and forms part of this report. Further, there are no qualification, adverse remarks or disclaimer made by the Secretarial

Auditor in their report for the financial year ended March 31, 2024.

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

c) INTERNAL AUDITOR

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

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

ANNUAL RETURN

Pursuant to the Section 92(3) of the Act,, read with the Companies (Management and Administration) Rules, 2014,

Annual Return of the Company for the financial year 2023-24 in the prescribed Form MGT-7 is available on the website of the Company at https://www.pearlglobal.com/investor-relations/.

RELATED PARTY TRANSACTIONS

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

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

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

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

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

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

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

DEPOSITS

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

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of the Act, with respect to Directors Responsibility Statement, your Directors state that: a) in the preparation of the annual accounts for the financial year ended March 31, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures. There are no material departures from the same; b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the

Company at the end of the financial year March 31, 2024 and of the profit and loss of the Company for that period; c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) the Directors have prepared the annual accounts on a

‘going concern basis; e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

LISTING

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

REGISTRAR AND SHARE TRANSFER AGENT

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

CORPORATE GOVERNANCE

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

SHARE CAPITAL

During the year under review, the Equity shares of your Company has undergone sub-division of face value from Rs. 10/- each to Rs. 5/- each. The same was approved by the Shareholders through Postal Ballot on December 19, 2023. The record date for determining the eligibility of members for giving the effect of sub-division was January 05, 2024. As on March 31, 2024, the Authorised Share Capital of the Company is Rs. 84,01,00,000/- (Eighty Four Crore and One Lakh Only) divided into: -

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

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

3. 10,000 (Ten Thousand) 4% non-cumulative Preference redeemable Shares of Rs. 10/- each.

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

Thousand and Six Hundred Twenty Only) divided into

4,35,83,524 Equity Shares of Rs. 5/- each.

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

EMPLOYEE STOCK OPTION PLAN

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

The Company has obtained a Certificate from the

Secretarial Auditors of the Company that the Plan has been implemented in accordance with the SEBI (Share Based

Employee Benefits and Sweat Equity) Regulations, 2021

(SBEB&SE Regulations), and the resolution passed by the members of the Company.

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

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

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

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

The statement comprising the names of top 10 employees in terms of remuneration drawn and every person employed throughout the year, who were in receipt of remuneration in terms of Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure VII and forms an integral part of this annual report. The said Annexure is not being sent along with this annual report to the members of the Company in line with the provisions of Section 136 of the Act. Members who are interested in obtaining these particulars may write to the Company Secretary at the

Registered Office of the Company. The aforesaid Annexure is also available for inspection by Members at the Registered

Office of the Company, 21 days before and up to the date of the ensuing Annual General Meeting during the business hours on working days. None of the employees listed in the said Annexure is a relative of any Director of the Company. None of the employees hold (by himself/herself or along with his/her spouse and dependent children) more than two percent of the Equity Shares of the Company.

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

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

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

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

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

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE theNo significant regulators or courts or tribunals impacting the going concern status and Companys operations in future.

INSOLVENCY AND BANKRUPTCY CODE

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

REPORT ON SEXUAL HARASSMENT-INTERNAL COMPLAINTS COMMITTEE

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

SECRETARIAL STANDARDS

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

ACKNOWLEDGEMENT

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

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

(Pulkit Seth) (Pallab Banerjee)

Place: Gurugram Vice-Chairman Managing

Director Date: May 20, 2024

DIN: 00003044 DIN: 07193749