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

Financial Results

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

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

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

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

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

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

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

CREDIT RATING

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

TRANSFER TO GENERAL RESERVES

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

DIVIDEND DISTRIBUTION POLICY

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

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

DIVIDEND

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

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

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

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

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

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

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

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

BOARD MEETINGS

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

KEY MANAGERIAL PERSONNEL

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

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

BOARD EVALUATION

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

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

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

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

FAMILIARISATION PROGRAMME FOR INDEPENDENT
DIRECTORS

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

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

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

NOMINATION, REMUNERATION AND BOARD DIVERSITY
POLICY

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

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

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

necessary amendments in the Policy from time to time.

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

CODE OF CONDUCT FOR DIRECTORS AND SENIOR
MANAGEMENT

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

MATERIAL CHANGES AND COMMITMENTS

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

INTERNAL FINANCIAL CONTROLS, THEIR ADEQUACY AND
RISK MANAGEMENT

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

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

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

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

ENVIRONMENT, HEALTH AND SAFETY

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

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

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

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

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

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

COMMITTEES OF THE BOARD

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

VIGIL MECHANISM

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

CORPORATE SOCIAL RESPONSIBILITY

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

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

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

SUBSIDIARY COMPANIES

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

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

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

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

MATERIAL SUBSIDIARY

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

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

governance/#1658924263399-b8a03d53-bf16

AUDITORS & REPORTS OF THE AUDITORS

a) STATUTORY AUDITORS

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

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

b) SECRETARIAL AUDITOR

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

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

c) INTERNAL AUDITOR

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

d) COST AUDIT

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

ANNUAL RETURN

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

RELATED PARTY TRANSACTIONS

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

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

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

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

PARTICULARS OF LOANS, GUARANTEES AND
INVESTMENTS

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

DEPOSITS

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

DIRECTORS' RESPONSIBILITY STATEMENT

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

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

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

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

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

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

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

LISTING

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

REGISTRAR AND SHARE TRANSFER AGENT

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

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

CORPORATE GOVERNANCE

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

SHARE CAPITAL

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

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

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

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

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

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

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

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

EMPLOYEE STOCK OPTION PLAN

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

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

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

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

PARTICULARS OF EMPLOYEES AND RELATED
DISCLOSURES

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

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

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

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

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

TRANSFER TO INVESTOR EDUCATION AND PROTECTION
FUND

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

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

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

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

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

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

REPORT ON SEXUAL HARASSMENT-INTERNAL
COMPLAINTS COMMITTEE

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

SECRETARIAL STANDARDS

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

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

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

ACKNOWLEDGEMENT

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

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

(Pulkit Seth) (Pallab Banerjee)

Place: Gurugram Vice-Chairman Managing Director

Date: May 20, 2025 DIN 00003044 DIN 07193749