Pearl Global Industries Ltd Directors Report

To the Members,

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

Financial Results

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

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

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

Pearl Global Industries Limited (PGIL) is one of the 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 centred on Design and Development, Global Manufacturing, Marketing and Distribution, and Sourcing and Supply Chain. The Company develops apparels for all genders and age groups across locations and style preferences. During the year 2024-25, the Company has commenced operations in another manufacturing facility in India, located at Muzaffarpur

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

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

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

CREDIT RATING

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

TRANSFER TO GENERAL RESERVES

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

Pursuant to the Finance Act, 2020, dividend is taxable in the hands of the shareholders with effect from April 0!, 2020 and tax has been deducted at source on the Dividend at prevailing tax rates inclusive of applicable surcharge and cess based on information received by the Registrar & Transfer Agent and the Company from the Depositories.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

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

DIVIDEND DISTRIBUTION POLICY

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

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

DIVIDEND

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

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

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

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

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

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

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

BOARD MEETINGS

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

KEY MANAGERIAL PERSONNEL

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

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

BOARD EVALUATION

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

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

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

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

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

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

as expected from a Director of the Company. The Director is also explained in detail, the compliance requirements under the Act, the Listing Regulations and various statutes. The Company also undertakes a one-to-one discussion with the newly appointed Director to familiarise him/ her with the 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/corporate- governance/#1658924263399-b8a03d53-bf16

NOMINATION, REMUNERATION AND BOARD DIVERSITY POLICY

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

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

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

necessary amendments in the Policy from time to time.

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

CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT

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

MATERIAL CHANGES AND COMMITMENTS

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

INTERNAL FINANCIAL CONTROLS, THEIR ADEQUACY AND RISK MANAGEMENT

Your Company has an effective internal control and risk-mitigation system, which is constantly assessed and strengthened with new/revised standard operating procedures. The 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 details of the Committees of the Board along with their composition, attendance of members and number of meetings held during the financial year 2024-25 are provided in the Report on Corporate Governance forming part of the Annual Report 2024-25.

VIGIL MECHANISM

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

CORPORATE SOCIAL RESPONSIBILITY

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

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

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

SUBSIDIARY COMPANIES

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

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

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

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

MATERIAL SUBSIDIARY

Pearl Global (HK) Limited and Norp Knit Industries Limited are material subsidiaries of the Company as per the thresholds laid down under the Listing Regulations for the 2024-25. The Board of Directors of the Company have approved a Policy for determining material subsidiaries which is in line with the Listing Regulations as amended from time to time. The Policy can be accessed at https://www.pearlglobal.com/investor-relations/corporate-governance/#1658924263399-b8a03d53-bf16

AUDITORS & REPORTS OF THE AUDITORS

a) STATUTORY AUDITORS

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

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

b) SECRETARIAL AUDITOR

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

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

c) INTERNAL AUDITOR

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

d) COST AUDIT

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

ANNUAL RETURN

Pursuant to the Section 92(3) of the Act, read with the Companies (Management and Administration) Rules, 2014, Annual Return of the Company for the financial year 202425 in the prescribed Form MGT-7 is available on the website of the Company at https://www.pearlglobal.com/investor- relations/corporate-governance/#1 659529494699- 136d7e08-94ef.

RELATED PARTY TRANSACTIONS

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

All related party transactions entered during the financial year were in the ordinary course of business and on an 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

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

DEPOSITS

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

DIRECTORS RESPONSIBILITY STATEMENT

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

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

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

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

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

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

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

LISTING

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

REGISTRAR AND SHARE TRANSFER AGENT

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

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

CORPORATE GOVERNANCE

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

SHARE CAPITAL

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

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

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

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

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

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

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

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

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

EMPLOYEE STOCK OPTION PLAN

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

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

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

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

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

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

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

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

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

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

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

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

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

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

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

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

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

REPORT ON SEXUAL HARASSMENT-INTERNAL COMPLAINTS COMMITTEE

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

SECRETARIAL STANDARDS

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

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

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

ACKNOWLEDGEMENT

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

	For and on behalf of the Board for Pearl Global Industries Limited
	(Pulkit Seth)	(Pallab Banerjee)
Place: Gurugram	Vice-Chairman	Managing Director
Date: May 20, 2025	DIN 00003044	DIN 07193749